Filed by HEC Holdings, Inc.
                                    Subject Company - General Motors Corporation
                                              and Hughes Electronics Corporation
                                         and EchoStar Communications Corporation
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and Deemed Filed Pursuant to Rule 14a-12
                                       under the Securities Exchange Act of 1934
                                                  Commission File No.: 333-84472

         The state-specific booklets set forth below are currently available
on Hughes' merger support website.

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN ALABAMA


[ECHOSTAR LOGO]                                                   [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002


THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
ALABAMA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...
--------------------------------------------------------------------------------
2      THE ECHOSTAR/HUGHES MERGER

--------------------------------------------------------------------------------
....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Alabama, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Alabama to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER

CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

ALABAMA

o          Despite the rapid growth of DBS since 1994, cable television clearly
           remains the dominant provider of multi-channel pay TV services across
           Alabama.

o          About 1.2 million of the 1.7 million TV households in Alabama
           subscribe to a cable service, which equates to about 69% of all
           Alabama households.

             [Map of the state of Alabama with portions in color.]



           LEGEND
           [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER                   SOURCE: SKYRESEARCH, FEB. 2002

HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

ALABAMA

o         In Alabama, only those DBS TV households within the Atlanta and
          Birmingham et al television markets have a fully competitive
          multi-channel alternative to cable -- WITH local channels.

o         Competitive alternatives to cable did not seriously take form until
          the launch of DIRECTV(R) in 1994, later joined by DISH Network in
          1996.

o         DBS offered more channels and superior picture and sound quality
          compared to cable, with one notable exception: consumers were not
          able to receive their local channels via satellite.

o         In 1999, Congress changed the law, allowing satellite carriers to
          offer local channels. Only at this point did DBS become a viable
          competitive alternative to cable, at least in the two markets in
          Alabama in which DIRECTV and DISH Network began delivering local
          channels.


  [Map of the state of Alabama and certain surrounding states with portions in
    color and with the phrase "423,000 DBS Subscribers" written across it.]



          LEGEND
          [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER      SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

ALABAMA

o     As shown by this map, Alabama TV households outside the Atlanta and
      Birmingham et al television markets do not have a true competitive
      alternative to cable.

o     Customers who live in markets in which DBS does not provide local channels
      are forced to either pay additional subscription fees for a basic cable
      service to receive their local channels, or install an off-air roof-top
      antenna -- and hope for good reception.

o     Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
      provide all local channels as well as the national pay cable networks to
      viewers in every one of the 9 local channel markets in Alabama.

   [Map of the state of Alabama and certain surrounding states with portions
      in color and the phrase "7 TV Markets Unserved" written across it.]


      LEGEND
      [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6     THE ECHOSTAR/HUGHES MERGER     SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002

TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

ALABAMA

o     DIRECTV and DISH Network engineering teams have developed a system that is
      TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
      deliver full local broadcast service, in all 210 U.S. television markets,
      including full compliance with federal must carry provisions.

o     The merger of DIRECTV and DISH Network will enable a fully competitive
      cable alternative -- DBS service with local channels -- in EVERY
      television market across the country, including all 9 markets in Alabama.


  [Map of the state of Alabama and certain surrounding states with portions in
        color and the phrase "All 9 Markets Served" written across it.]


      LEGEND
      [Colored box.] TV Households With Competitive Alternative After Merger


--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002

WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o     The merger will end the inefficient use of spectrum by eliminating the
      need for each company to transmit more than 500 channels of duplicative
      programming.

o     The merger will combine each company's spectrum and advanced satellite
      assets, making the plan technically achievable.

o     The merger will combine the companies' subscriber bases, making service to
      smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]



[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002

WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

ALABAMA

o     Implementation could begin immediately following merger approval, and the
      rollout can be completed as soon as 24 months later, allowing delivery of
      local channels to all 1.7 million TV households in Alabama.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of Alabama and certain surrounding states with portions in
color and the phrase "Local Channels, All 1.7 Million Households" written across
it.]

      LEGEND
      [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002

NATIONAL PRICING
--------------------------------------------------------------------------------

o     Consumers across the country will pay the same price for their DBS
      subscription services, regardless of where they reside. We are one nation,
      and we will offer one rate card.

o     For example: a resident of Milwaukee will pay the same fee for his or her
      local channel package as a customer in Cedarville, Ohio; a resident of
      Burlington, Vermont, will pay the same price for HBO as a customer in Salt
      Lake City; and a resident of Mountlake Terrace, Washington, will pay the
      same price for a basic 125-channel programming package as a customer in
      New York City.


[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]




--------------------------------------------------------------------------------
10   THE ECHOSTAR/HUGHES MERGER            SOURCE: ECHOSTAR, HUGHES, FEB. 2002

BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

ALABAMA

o     Another benefit of the EchoStar and HUGHES merger comes in the form of
      competitively priced high-speed Internet access, and the end of the
      so-called "digital divide" that exists in the "wired" world today.

o     This map clearly shows the areas where households do not have access to
      DSL or cable modem service -- the digital "have nots".

o     The primary reason for this is simply the expense of rolling out "wired"
      technologies, such as DSL and cable modem service, to millions of homes,
      particularly to those beyond the boundaries of urban and suburban markets.

o     Both EchoStar and HUGHES believe many of the "have nots" would be
      interested in fairly-priced, bundled video and high-speed data services.

             [Map of the state of Alabama with portions in color.]


      LEGEND
      [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11   THE ECHOSTAR/HUGHES MERGER        SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002

MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

ALABAMA

o     The merger will bridge the digital divide in Alabama by providing
      consumers in every community with a competitively priced high-speed
      "broadband solution" available to them regardless of their location.

o     The efficiencies gained from the merged company's combined customer base
      will enable a high-speed Internet service to be offered that is not only
      price-competitive with existing providers in urban settings, but also a
      tremendous benefit for rural customers for whom DSL and cable modem
      service are unlikely to be available for years to come, if ever.

o     The merger will provide the technical and economic infrastructure to
      convert every household in Alabama and the country to a digital "have."


           [Map of the state of Alabama filled entirely with color.]


--------------------------------------------------------------------------------
12   THE ECHOSTAR/HUGHES MERGER        SOURCE: THE BUXTON COMPANY, "BROADBAND
                                               DEPLOYMENT," JAN. 2002

ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o     Bringing all local channels and broadband service to all consumers' homes
      is not a simple endeavor. However, the DIRECTV and DISH Network
      engineering teams have designed a system that enables the receipt of local
      channels, other entertainment services AND high-speed Internet access
      using one consumer-friendly mini-dish.

o     An 18 x 22-inch dish will enable the receipt of signals from the merged
      company's three orbital slots.

o     New equipment will process signals from existing spacecraft as well as
      advanced satellites the merged company will launch to deliver the
      remaining local broadcast channels and high-speed Internet services to
      consumers in all states.

o     Equipment will be provided to existing DBS customers AT NO CHARGE --
      including free service call and installation -- to receive their new local
      channels.

 [Photo of a man on a ladder installing a DirecTV satellite dish on the side of
                                    a house]

--------------------------------------------------------------------------------
13   THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002

CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o     Eight years after the introduction of DBS services, 78% of multi-channel
      video subscribers still receive their programming from a franchised cable
      operator.

o     Cable operators' market dominance has been strengthened by their upgrades
      to digital video and cable modem services.

o     The cable industry's market dominance is further evidenced by its
      continual price increases to consumers: 37% on average since 1996.

o     The spectrum constraints which exist today will forever keep a separate
      DIRECTV and DISH Network at a competitive disadvantage to cable for those
      consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

      LEGEND
      [Colored box.] Households With No Competitive Alternative


--------------------------------------------------------------------------------
14   THE ECHOSTAR/HUGHES MERGER    SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                           ASSESSMENT OF THE STATUS OF
                                           COMPETITION IN THE MARKET FOR THE
                                           DELIVERY OF VIDEO PROGRAMMING,"
                                           JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                           AND DIRECTV, JAN. 31, 2002; "REPORT
                                           ON CABLE INDUSTRY PRICES, " FEDERAL
                                           COMMUNICATIONS COMMISSION, FEB. 14,
                                           2001, P. 9, AND DEC. 15, 1997, P. 7

LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o     The merger of spectrum at the three orbital slots eliminates these
      disadvantages through the addition of an enhanced satellite infrastructure
      that will enable delivery of local channels in EVERY one of the 210
      television markets across the country.

o     The merger of EchoStar and HUGHES ensures that prices for video AND data
      services will be the same throughout the country, whether the market is
      rural or urban/suburban: "one nation, one rate card."

o     The merged company will bridge the "digital divide" by moving satellite
      high-speed Internet access from its current high-priced niche to being
      price-competitive with existing providers-- a tremendous benefit for rural
      customers where DSL and cable modem service are unlikely to be available
      for years to come.

o     The EchoStar and HUGHES merger merits broad scale support for the clear
      and definitive benefits it will bring the residents of Alabama and all
      Americans.


             [Map of the United States with the phrase "107 Million
                        Households" written across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER     FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                   OF THE STATUS OF COMPETITION IN THE MARKET
                                   FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                   JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
                                   DIRECTV, JAN. 31, 2002

THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                       o Local Channels, All Americans

                       o One Nation, One Rate Card

                       o Eliminates the "Digital Divide"


                   True Competition for 107 Million Households


--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER

                                      ****

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                           FOR ALL CONSUMERS IN ALASKA



[ECHOSTAR LOGO]                                                    [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   February 2002

THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 3 MARKETS IN
ALASKA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER

--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Alaska, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Alaska to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER

CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

ALASKA

o  Despite the rapid growth of DBS since 1994, cable television clearly remains
   the dominant provider of multi-channel pay TV services across Alaska.

o  About .1 million of the .2 million TV households in Alaska subscribe to a
   cable service, which equates to about 60% of all Alaska households.


              [Map of the state of Alaska with portions in color.]


   LEGEND
   [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

o  Today only 65 million TV households, those within the 42 television markets
   served by DIRECTV and DISH Network, have a fully competitive multi-channel
   alternative to cable -- with local channels.

o  Competitive alternatives to cable did not seriously take form until the
   launch of DIRECTV in 1994, later joined by DISH Network in 1996.

o  DBS offered more channels and superior picture and sound quality compared to
   cable, with one notable exception: consumers were not able to receive their
   local channels via satellite.

o  In 1999, Congress changed the law, allowing satellite carriers to offer local
   channels. Only at this point did DBS become a viable competitive alternative
   to cable, at least in those markets in which DIRECTV and DISH Network began
   delivering local channels.




         [Map of the United States with portions in color and with the
               phrase "65 Million Households" written across it.]

   LEGEND
   [Colored box.] Households With Access to DBS With Local Channels



--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER        SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
                                             MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

ALASKA

o  As shown by this map, Alaska TV households do not have a true competitive
   alternative to cable.

o  Customers who live in markets in which DBS does not provide local channels
   are forced to either pay additional subscription fees for a basic cable
   service to receive their local channels, or install an off-air roof-top
   antenna -- and hope for good reception.

o  Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to provide
   any local channels to any of the 3 local markets in Alaska.


                   [Map of the state of Alaska with portions
      in color and the phrase "3 TV Markets Unserved" written across it.]



   LEGEND
   [Colored box.] Households With No Competitive Alternative Today


--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

ALASKA

o  DIRECTV and DISH Network engineering teams have developed a system that is
   TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
   deliver full local broadcast service, in all 210 U.S. television markets,
   including full compliance with federal must carry provisions.

o  The merger of DIRECTV and DISH Network will enable a fully competitive cable
   alternative -- DBS service with local channels -- in EVERY television market
   across the country, including all 3 markets in Alaska.



                  [Map of the state of Alaska with portions in
        color and the phrase "All 3 Markets Served" written across it.]


   LEGEND
   [Colored box.] TV Households With Competitive Alternative After Merger


--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002



WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o  The merger will end the inefficient use of spectrum by eliminating the need
   for each company to transmit more than 500 channels of duplicative
   programming.

o  The merger will combine each company's spectrum and advanced satellite
   assets, making the plan technically achievable.

o  The merger will combine the companies' subscriber bases, making service to
   smaller markets commercially feasible.


[119 degrees]              [110 degrees]                [101 degrees]
[Picture of satellite.]    [Picture of satellite.]      [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

ALASKA

o  Implementation could begin immediately following merger approval, and the
   rollout can be completed as soon as 24 months later, allowing delivery of
   local channels to all .2 million TV households in Alaska.



[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

             [Map of the state of Alaska with portions in color and
   the phrase "Local Channels, All .2 Million Households" written across it.]

                  [LOCAL CHANNELS, ALL .2 MILLION HOUSEHOLDS]


   LEGEND
   [Colored box.] DBS Households Served by Local Channels After Merger


--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

o  Consumers across the country will pay the same price for their DBS
   subscription services, regardless of where they reside. We are one nation,
   and we will offer one rate card.

o  For example: a resident of Milwaukee will pay the same fee for his or her
   local channel package as a customer in Cedarville, Ohio; a resident of
   Burlington, Vermont, will pay the same price for HBO as a customer in Salt
   Lake City; and a resident of Mountlake Terrace, Washington, will pay the same
   price for a basic 125-channel programming package as a customer in New York
   City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]



--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

ALASKA

o  Another benefit of the EchoStar and HUGHES merger comes in the form of
   competitively priced high-speed Internet access, and the end of the so-called
   "digital divide" that exists in the "wired" world today.

o  This map clearly shows the areas where households do not have access to DSL
   or cable modem service -- the digital "have nots".

o  The primary reason for this is simply the expense of rolling out "wired"
   technologies, such as DSL and cable modem service, to millions of homes,
   particularly to those beyond the boundaries of urban and suburban markets.

o  Both EchoStar and HUGHES believe many of the "have nots" would be interested
   in fairly-priced, bundled video and high-speed data services.


              [Map of the state of Alaska with portions in color.]



   LEGEND
   [Colored box.] Households Without Broadband Access


--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                 DEPLOYMENT," JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

ALASKA

o  The merger will bridge the digital divide in Alaska by providing consumers in
   every community with a competitively priced high-speed "broadband solution"
   available to them regardless of their location.

o  The efficiencies gained from the merged company's combined customer base will
   enable a high-speed Internet service to be offered that is not only
   price-competitive with existing providers in urban settings, but also a
   tremendous benefit for rural customers for whom DSL and cable modem service
   are unlikely to be available for years to come, if ever.

o  The merger will provide the technical and economic infrastructure to convert
   every household in Alaska and the country to a digital "have."


            [Map of the state of Alaska filled entirely with color.]


--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                 DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o  Bringing all local channels and broadband service to all consumers' homes is
   not a simple endeavor. However, the DIRECTV and DISH Network engineering
   teams have designed a system that enables the receipt of local channels,
   other entertainment services AND high-speed Internet access using one
   consumer-friendly mini-dish.

o  An 18 x 22-inch dish will enable the receipt of signals from the merged
   company's three orbital slots.

o  New equipment will process signals from existing spacecraft as well as
   advanced satellites the merged company will launch to deliver the remaining
   local broadcast channels and high-speed Internet services to consumers in all
   states.

o  Equipment will be provided to existing DBS customers AT NO CHARGE --
   including free service call and installation -- to receive their new local
   channels.


[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o  Eight years after the introduction of DBS services, 78% of multi-channel
   video subscribers still receive their programming from a franchised cable
   operator.

o  Cable operators' market dominance has been strengthened by their upgrades to
   digital video and cable modem services.

o  The cable industry's market dominance is further evidenced by its continual
   price increases to consumers: 37% on average since 1996.

o  The spectrum constraints which exist today will forever keep a separate
   DIRECTV and DISH Network at a competitive disadvantage to cable for those
   consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]


   LEGEND
   [Colored box.] Households With No Competitive Alternative


--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER      SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING,"
                                            JAN. 14, 2002, PP. 11, 87;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002;
                                            "REPORT ON CABLE INDUSTRY PRICES,"
                                            FEDERAL COMMUNICATIONS COMMISSION,
                                            FEB. 14, 2001, P. 9, AND DEC. 15,
                                            1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o  The merger of spectrum at the three orbital slots eliminates these
   disadvantages through the addition of an enhanced satellite infrastructure
   that will enable delivery of local channels in EVERY one of the 210
   television markets across the country.

o  The merger of EchoStar and HUGHES ensures that prices for video and data
   services will be the same throughout the country, whether the market is rural
   or urban/suburban: "one nation, one rate card."

o  The merged company will bridge the "digital divide" by moving satellite
   high-speed Internet access from its current high-priced niche to being
   price-competitive with existing providers -- a tremendous benefit for rural
   customers where DSL and cable modem service are unlikely to be available for
   years to come.

o  The EchoStar and HUGHES merger merits broad scale support for the clear and
   definitive benefits it will bring the residents of Alaska and all Americans.


   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                    JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
                                    DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                         o Local Channels, All Americans

                         o One Nation, One Rate Card

                         o Eliminates the "Digital Divide"



                   True Competition for 107 Million Households


--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER









































                                      ****


                           THE ECHOSTAR/HUGHES MERGER


                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN ARIZONA




[ECHOSTAR LOGO]                                                 [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002

THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
ARIZONA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.



                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER

--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Arizona, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Arizona to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER

CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

ARIZONA

o        Despite the rapid growth of DBS since 1994, cable television clearly
         remains the dominant provider of multi-channel pay TV services across
         Arizona.

o        About 1.1 million of the 1.9 million TV households in Arizona subscribe
         to a cable service, which equates to about 60% of all Arizona
         households.



             [Map of the state of Arizona with portions in color.]


         LEGEND
         [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002

HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

ARIZONA

o        In Arizona, only those DBS TV households within the Albuquerque-Santa
         Fe and Phoenix television markets have a fully competitive
         multi-channel alternative to cable --WITH local channels.

o        Competitive alternatives to cable did not seriously take form until the
         launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o        DBS offered more channels and superior picture and sound quality
         compared to cable, with one notable exception: consumers were not able
         to receive their local channels via satellite.

o        In 1999, Congress changed the law, allowing satellite carriers to offer
         local channels. Only at this point did DBS become a viable competitive
         alternative to cable, at least in the two markets in Arizona in which
         DIRECTV and DISH Network began delivering local channels.



  [Map of the state of Arizona and certain surrounding states with portions in
    color and with the phrase "484,000 DBS Subscribers" written across it.]



         LEGEND
         [Colored box.] Households With Access to DBS With Local Channels



--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER     SOURCE: NIELSEN MEDIA RESEARCH,  SEPT. 2001;
                                           SKYRESEARCH, FEB. 2002;
                                           ECHOSTAR AND DIRECTV, JAN. 31, 2002


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

ARIZONA


o        As shown by this map, Arizona TV households outside the
         Albuquerque-Santa Fe and Phoenix television markets do not have a true
         competitive alternative to cable.

o        Customers who live in markets in which DBS does not provide local
         channels are forced to either pay additional subscription fees for a
         basic cable service to receive their local channels, or install an
         off-air roof-top antenna -- and hope for good reception.

o        Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
         provide all local channels as well as the national pay cable networks
         to viewers in every one of the 4 local channel markets in Arizona.

   [Map of the state of Arizona and certain surrounding states with portions
      in color and the phrase "2 TV Markets Unserved" written across it.]


         LEGEND
         [Colored box.] Households With No Competitive Alternative Today


--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002

TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

ARIZONA

o        DIRECTV and DISH Network engineering teams have developed a system that
         is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
         company to deliver full local broadcast service, in all 210 U.S.
         television markets, including full compliance with federal must carry
         provisions.

o        The merger of DIRECTV and DISH Network will enable a fully competitive
         cable alternative -- DBS service with local channels -- in EVERY
         television market across the country, including all 4 markets in
         Arizona.

  [Map of the state of Arizona and certain surrounding states with portions in
        color and the phrase "All 4 Markets Served" written across it.]


         LEGEND
         [Colored box.] TV Households With Competitive Alternative After Merger



--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002

WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o        The merger will end the inefficient use of spectrum by eliminating the
         need for each company to transmit more than 500 channels of duplicative
         programming.

o        The merger will combine each company's spectrum and advanced satellite
         assets, making the plan technically achievable.

o        The merger will combine the companies' subscriber bases, making service
         to smaller markets commercially feasible.



[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]


--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002

WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

ARIZONA

o        Implementation could begin immediately following merger approval, and
         the rollout can be completed as soon as 24 months later, allowing
         delivery of local channels to all 1.9 million TV households in Arizona.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

  [Map of the state of Arizona and certain surrounding states with portions in
color and the phrase "Local Channels, All 1.9 Million Households" written across
                                      it.]



         LEGEND
         [Colored box.] DBS Households Served by Local Channels After Merger


--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002

NATIONAL PRICING
--------------------------------------------------------------------------------

o        Consumers across the country will pay the same price for their DBS
         subscription services, regardless of where they reside. We are one
         nation, and we will offer one rate card.

o        For example: a resident of Milwaukee will pay the same fee for his or
         her local channel package as a customer in Cedarville, Ohio; a resident
         of Burlington, Vermont, will pay the same price for HBO as a customer
         in Salt Lake City; and a resident of Mountlake Terrace, Washington,
         will pay the same price for a basic 125-channel programming package as
         a customer in New York City.


 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]



--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002

BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

ARIZONA

o        Another benefit of the EchoStar and HUGHES merger comes in the form of
         competitively priced high-speed Internet access, and the end of the
         so-called "digital divide" that exists in the "wired" world today.

o        This map clearly shows the areas where households do not have access to
         DSL or cable modem service -- the digital "have nots".

o        The primary reason for this is simply the expense of rolling out
         "wired" technologies, such as DSL and cable modem service, to millions
         of homes, particularly to those beyond the boundaries of urban and
         suburban markets.

o        Both EchoStar and HUGHES believe many of the "have nots" would be
         interested in fairly-priced, bundled video and high-speed data
         services.



             [Map of the state of Arizona with portions in color.]


         LEGEND
         [Colored box.] Households Without Broadband Access



--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                  DEPLOYMENT," JAN. 2002

MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

ARIZONA


o        The merger will bridge the digital divide in Arizona by providing
         consumers in every community with a competitively priced high-speed
         "broadband solution" available to them regardless of their location.

o        The efficiencies gained from the merged company's combined customer
         base will enable a high-speed Internet service to be offered that is
         not only price-competitive with existing providers in urban settings,
         but also a tremendous benefit for rural customers for whom DSL and
         cable modem service are unlikely to be available for years to come, if
         ever.

o        The merger will provide the technical and economic infrastructure to
         convert every household in Arizona and the country to a digital "have."



           [Map of the state of Arizona filled entirely with color.]



--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                  DEPLOYMENT," JAN. 2002

ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o        Bringing all local channels and broadband service to all consumers'
         homes is not a simple endeavor. However, the DIRECTV and DISH Network
         engineering teams have designed a system that enables the receipt of
         local channels, other entertainment services AND high-speed Internet
         access using one consumer-friendly mini-dish.

o        An 18 x 22-inch dish will enable the receipt of signals from the merged
         company's three orbital slots.

o        New equipment will process signals from existing spacecraft as well as
         advanced satellites the merged company will launch to deliver the
         remaining local broadcast channels and high-speed Internet services to
         consumers in all states.

o        Equipment will be provided to existing DBS customers AT NO CHARGE--
         including free service call and installation -- to receive their new
         local channels.



[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]



--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002

CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o        Eight years after the introduction of DBS services, 78% of
         multi-channel video subscribers still receive their programming from a
         franchised cable operator.

o        Cable operators' market dominance has been strengthened by their
         upgrades to digital video and cable modem services.

o        The cable industry's market dominance is further evidenced by its
         continual price increases to consumers: 37% on average since 1996.

o        The spectrum constraints which exist today will forever keep a separate
         DIRECTV and DISH Network at a competitive disadvantage to cable for
         those consumers who live in markets where local channels are not
         offered by DBS.



               [Map of the United States with portions in color.]

         LEGEND
         [Colored box.] Households With No Competitive Alternative



--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER         SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                               ASSESSMENT OF THE STATUS OF
                                               COMPETITION IN THE MARKET FOR THE
                                               DELIVERY OF VIDEO PROGRAMMING,"
                                               JAN. 14, 2002, PP. 11, 87;
                                               ECHOSTAR AND DIRECTV, JAN. 31,
                                               2002; "REPORT ON CABLE INDUSTRY
                                               PRICES," FEDERAL COMMUNICATIONS
                                               COMMISSION, FEB. 14, 2001, P. 9,
                                               AND DEC. 15, 1997, P. 7

LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o        The merger of spectrum at the three orbital slots eliminates these
         disadvantages through the addition of an enhanced satellite
         infrastructure that will enable delivery of local channels in EVERY one
         of the 210 television markets across the country.

o        The merger of EchoStar and HUGHES ensures that prices for video and
         data services will be the same throughout the country, whether the
         market is rural or urban/suburban: "one nation, one rate card."

o        The merged company will bridge the "digital divide" by moving satellite
         high-speed Internet access from its current high-priced niche to being
         price-competitive with existing providers -- a tremendous benefit for
         rural customers where DSL and cable modem service are unlikely to be
         available for years to come.

o        The EchoStar and HUGHES merger merits broad scale support for the clear
         and definitive benefits it will bring the residents of Arizona and all
         Americans.



   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]




--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                    JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
                                    DIRECTV, JAN. 31, 2002


THE ECHOSTAR/HUGHES MERGER

                       o  Local Channels, All Americans

                       o  One Nation, One Rate Card

                       o  Eliminates the "Digital Divide"



                  True Competition for 107 Million Households


--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER

                                      ****

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN ARKANSAS




[ECHOSTAR LOGO]                                                    [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002

THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 8 MARKETS IN
ARKANSAS.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER

--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service,i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Arkansas, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Arkansas to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER

CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

ARKANSAS

o     Despite the rapid growth of DBS since 1994, cable television clearly
      remains the dominant provider of multi-channel pay TV services across
      Arkansas.

o     About .6 million of the 1 million TV households in Arkansas subscribe to a
      cable service, which equates to about 63% of all Arkansas households.


             [Map of the state of Arkansas with portions in color.]



      LEGEND
      [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002

HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

ARKANSAS

o     In Arkansas, only those DBS TV households within the Memphis television
      market have a fully competitive multi-channel alternative to cable -- WITH
      local channels.

o     Competitive alternatives to cable did not seriously take form until the
      launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o     DBS offered more channels and superior picture and sound quality compared
      to cable, with one notable exception: consumers were not able to receive
      their local channels via satellite.

o     In 1999, Congress changed the law, allowing satellite carriers to offer
      local channels. Only at this point did DBS become a viable competitive
      alternative to cable, at least in the one market in Arkansas in which
      DIRECTV and DISH Network began delivering local channels.


 [Map of the state of Arkansas and certain surrounding states with portions in
    color and with the phrase "314,000 DBS Subscribers" written across it.]


      LEGEND
      [Colored box.] Households With Access to DBS With Local Channels


--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002

HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

ARKANSAS

o     As shown by this map, Arkansas TV households outside the Memphis
      television market do not have a true competitive alternative to cable.

o     Customers who live in markets in which DBS does not provide local channels
      are forced to either pay additional subscription fees for a basic cable
      service to receive their local channels, or install an off-air roof-top
      antenna -- and hope for good reception.

o     Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
      provide all local channels as well as the national pay cable networks to
      viewers in every one of the 8 local channel markets in Arkansas.


   [Map of the state of Arkansas and certain surrounding states with portions
      in color and the phrase "7 TV Markets Unserved" written across it.]



      LEGEND
      [Colored box.] Households With No Competitive Alternative Today


--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002

TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

ARKANSAS

o     DIRECTV and DISH Network engineering teams have developed a system that is
      TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
      deliver full local broadcast service, in all 210 U.S. television markets,
      including full compliance with federal must carry provisions.

o     The merger of DIRECTV and DISH Network will enable a fully competitive
      cable alternative -- DBS service with local channels -- in EVERY
      television market across the country, including all 8 markets in Arkansas.

 [Map of the state of Arkansas and certain surrounding states with portions in
        color and the phrase "All 8 Markets Served" written across it.]




      LEGEND
      [Colored box.] TV Households With Competitive Alternative After Merger



--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002

WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o     The merger will end the inefficient use of spectrum by eliminating the
      need for each company to transmit more than 500 channels of duplicative
      programming.

o     The merger will combine each company's spectrum and advanced satellite
      assets, making the plan technically achievable.

o     The merger will combine the companies' subscriber bases, making service to
      smaller markets commercially feasible.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002

WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

ARKANSAS

o     Implementation could begin immediately following merger approval, and the
      rollout can be completed as soon as 24 months later, allowing delivery of
      local channels to all 1 million TV households in Arkansas.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

 [Map of the state of Arkansas and certain surrounding states with portions in
 color and the phrase "Local Channels, All 1 Million Households" written across
                                      it.]


      LEGEND
      [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9     The EchoStar/HUGHES Merger       Source: Nielsen Media Research, Sept.
                                               2001; EchoStar, HUGHES, Feb. 2002

NATIONAL PRICING
--------------------------------------------------------------------------------

o     Consumers across the country will pay the same price for their DBS
      subscription services, regardless of where they reside. We are one nation,
      and we will offer one rate card.

o     For example: a resident of Milwaukee will pay the same fee for his or her
      local channel package as a customer in Cedarville, Ohio; a resident of
      Burlington, Vermont, will pay the same price for HBO as a customer in Salt
      Lake City; and a resident of Mountlake Terrace, Washington, will pay the
      same price for a basic 125-channel programming package as a customer in
      New York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


--------------------------------------------------------------------------------
10    The EchoStar/HUGHES Merger             Source: EchoStar, HUGHES, Feb. 2002

BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

ARKANSAS

o     Another benefit of the EchoStar and HUGHES merger comes in the form of
      competitively priced high-speed Internet access, and the end of the
      so-called "digital divide" that exists in the "wired" world today.

o     This map clearly shows the areas where households do not have access to
      DSL or cable modem service -- the digital "have nots".

o     The primary reason for this is simply the expense of rolling out "wired"
      technologies, such as DSL and cable modem service, to millions of homes,
      particularly to those beyond the boundaries of urban and suburban markets.

o     Both EchoStar and HUGHES believe many of the "have nots" would be
      interested in fairly-priced, bundled video and high-speed data services.


             [Map of the state of Arkansas with portions in color.]



      LEGEND
      [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11    The EchoStar/HUGHES Merger        Source: The Buxton Company, "Broadband
                                                Deployment," Jan. 2002

MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

ARKANSAS

o     The merger will bridge the digital divide in Arkansas by providing
      consumers in every community with a competitively priced high-speed
      "broadband solution" available to them regardless of their location.

o     The efficiencies gained from the merged company's combined customer base
      will enable a high-speed Internet service to be offered that is not only
      price-competitive with existing providers in urban settings, but also a
      tremendous benefit for rural customers for whom DSL and cable modem
      service are unlikely to be available for years to come, if ever.

o     The merger will provide the technical and economic infrastructure to
      convert every household in Arkansas and the country to a digital "have."

           [Map of the state of Arkansas filled entirely with color.]


--------------------------------------------------------------------------------
12    The EchoStar/HUGHES Merger        Source: The Buxton Company, "Broadband
                                                Deployment," Jan. 2002

ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o     Bringing all local channels and broadband service to all consumers' homes
      is not a simple endeavor. However, the DIRECTV and DISH Network
      engineering teams have designed a system that enables the receipt of local
      channels, other entertainment services AND high-speed Internet access
      using one consumer-friendly mini-dish.

o     An 18 x 22-inch dish will enable the receipt of signals from the merged
      company's three orbital slots.

o     New equipment will process signals from existing spacecraft as well as
      advanced satellites the merged company will launch to deliver the
      remaining local broadcast channels and high-speed Internet services to
      consumers in all states.

o     Equipment will be provided to existing DBS customers AT NO CHARGE --
      including free service call and installation -- to receive their new local
      channels.


[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13    The EchoStar/HUGHES Merger             Source: EchoStar, HUGHES, Feb. 2002

CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o     Eight years after the introduction of DBS services, 78% of multi-channel
      video subscribers still receive their programming from a franchised cable
      operator.

o     Cable operators' market dominance has been strengthened by their upgrades
      to digital video and cable modem services.

o     The cable industry's market dominance is further evidenced by its
      continual price increases to consumers: 37% on average since 1996.

o     The spectrum constraints which exist today will forever keep a separate
      DIRECTV and DISH Network at a competitive disadvantage to cable for those
      consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color.]


      LEGEND
      [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14    The EchoStar/HUGHES Merger        Source: FCC Eighth Annual Report,
                                                "Annual Assessment of the Status
                                                of Competition in the Market for
                                                the Delivery of Video
                                                Programming," Jan. 14, 2002, pp.
                                                11, 87; EchoStar and DIRECTV,
                                                Jan. 31, 2002; "Report on Cable
                                                Industry Prices," Federal
                                                Communications Commission, Feb.
                                                14, 2001, p. 9, and Dec. 15,
                                                1997, p. 7

LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Arkansas and all
     Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]


--------------------------------------------------------------------------------
15    The EchoStar/HUGHES Merger        FCC Eighth Annual Report, "Annual
                                        Assessment of the Status of Competition
                                        in the Market for the Delivery of Video
                                        Programming,"  Jan. 14, 2002, pp. 11,
                                        87; EchoStar and DIRECTV, Jan. 31, 2002

THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                        o Local Channels, All Americans

                        o One Nation, One Rate Card

                        o Eliminates the "Digital Divide"



                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16    The EchoStar/HUGHES Merger


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER




                                      ****

--------------------------------------------------------------------------------

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                         FOR ALL CONSUMERS IN CALIFORNIA


--------------------------------------------------------------------------------
[ECHOSTAR LOGO]                                                    [HUGHES LOGO]

THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 14 MARKETS IN
CALIFORNIA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.



                                                                    Continued...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------
....Continued

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in California, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in California to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.


                                      # # #


--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER

CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

CALIFORNIA

o  Despite the rapid growth of DBS since 1994, cable television clearly remains
   the dominant provider of multi-channel pay TV services across California.

o  About 7.9 million of the 11.6 million TV households in California subscribe
   to a cable service, which equates to about 68% of all California households.

            [Map of the state of California with portions in color.]


   LEGEND
   [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002

HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

CALIFORNIA

o  In California, only those DBS TV households within the Los Angeles,
   Sacramento et al, San Diego and San Francisco et al television markets have a
   fully competitive multi-channel alternative to cable -- with local channels.

o  Competitive alternatives to cable did not seriously take form until the
   launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o  DBS offered more channels and superior picture and sound quality compared to
   cable, with one notable exception: consumers were not able to receive their
   local channels via satellite.

o  In 1999, Congress changed the law, allowing satellite carriers to offer local
   channels. Only at this point did DBS become a viable competitive alternative
   to cable, at least in the four markets in California in which DIRECTV and
   DISH Network began delivering local channels.

[Map of the state of California and certain surrounding states with portions in
   color and with the phrase "2,299,000 DBS Subscribers" written across it.]


   LEGEND
   [Colored box.] Households With Access to DBS With Local Channels


--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER           SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; SKYRESEARCH, FEB. 2002;
                                                ECHOSTAR AND DIRECTV,JAN. 31,
                                                2002

HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

CALIFORNIA

o  As shown by this map, California TV households outside the Los Angeles,
   Sacramento et al, San Diego and San Francisco et al television markets do not
   have a true competitive alternative to cable.

o  Customers who live in markets in which DBS does not provide local channels
   are forced to either pay additional subscription fees for a basic cable
   service to receive their local channels, or install an offoair roof-top
   antenna -- and hope for good reception.

o  Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
   all local channels as well as the national pay cable networks to viewers in
   every one of the 14 local channel markets in California.


  [Map of the state of California and certain surrounding states with portions
      in color and the phrase "10 TV Markets Unserved" written across it.]


   LEGEND
   [Colored box.] Households With No Competitive Alternative Today


--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER           SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; SKYRESEARCH, FEB. 2002;
                                                ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002

TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

CALIFORNIA

o  DIRECTV and DISH Network engineering teams have developed a system that is
   TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
   deliver full local broadcast service, in all 210 U.S. television markets,
   including full compliance with federal must carry provisions.

o  The merger of DIRECTV and DISH Network will enable a fully competitive cable
   alternative -- DBS service with local channels -- in EVERY television market
   across the country, including all 14 markets in California.


[Map of the state of California and certain surrounding states with portions in
        color and the phrase "All 14 Markets Served" written across it.]


   LEGEND
   [Colored box.] TV Households With Competitive Alternative After Merger


--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER              SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                   2001; ECHOSTAR, HUGHES,
                                                   FEB. 2002

WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o  The merger will end the inefficient use of spectrum by eliminating the need
   for each company to transmit more than 500 channels of duplicative
   programming.

o  The merger will combine each company's spectrum and advanced satellite
   assets, making the plan technically achievable.

o  The merger will combine the companies' subscriber bases, making service to
   smaller markets commercially feasible.

[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002

WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

CALIFORNIA

o  Implementation could begin immediately following merger approval, and the
   rollout can be completed as soon as 24 months later, allowing delivery of
   local channels to all 11.6 million TV households in California.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of California and certain surrounding states with portions in
   color and the phrase "Local Channels, All 11.6 Million Households" written
                                  across it.]


   LEGEND
   [Colored box.] DBS Households Served by Local Channels After Merger



--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002

NATIONAL PRICING
--------------------------------------------------------------------------------

o  Consumers across the country will pay the same price for their DBS
   subscription services, regardless of where they reside. We are one nation,
   and we will offer one rate card.

o  For example: a resident of Milwaukee will pay the same fee for his or her
   local channel package as a customer in Cedarville, Ohio; a resident of
   Burlington, Vermont, will pay the same price for HBO as a customer in Salt
   Lake City; and a resident of Mountlake Terrace, Washington, will pay the same
   price for a basic 125-channel programming package as a customer in New York
   City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002

BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

CALIFORNIA

o  Another benefit of the EchoStar and HUGHES merger comes in the form of
   competitively priced high-speed Internet access, and the end of the so-called
   "digital divide" that exists in the "wired" world today.

o  This map clearly shows the areas where households do not have access to DSL
   or cable modem service -- the digital "have nots".

o  The primary reason for this is simply the expense of rolling out "wired"
   technologies, such as DSL and cable modem service, to millions of homes,
   particularly to those beyond the boundaries of urban and suburban markets.

o  Both EchoStar and HUGHES believe many of the "have nots" would be interested
   in fairly-priced, bundled video and high-speed data services.


  [Map of the state of California and certain surrounding states with portions
                                   in color.]

   LEGEND
   [Colored box.] Households Without Broadband Access



--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER              SOURCE: THE BUXTON COMPANY,
                                                    "BROADBAND DEPLOYMENT,"
                                                    JAN. 2002

MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

CALIFORNIA

o  The merger will bridge the digital divide in California by providing
   consumers in every community with a competitively priced high-speed
   "broadband solution" available to them regardless of their location.

o  The efficiencies gained from the merged company's combined customer base will
   enable a high-speed Internet service to be offered that is not only
   price-competitive with existing providers in urban settings, but also a
   tremendous benefit for rural customers for whom DSL and cable modem service
   are unlikely to be available for years to come, if ever.

o  The merger will provide the technical and economic infrastructure to convert
   every household in California and the country to a digital "have."


          [Map of the state of California filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER              SOURCE: THE BUXTON COMPANY,
                                                    "BROADBAND DEPLOYMENT,"
                                                    JAN. 2002

ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o  Bringing all local channels and broadband service to all consumers' homes is
   not a simple endeavor. However, the DIRECTV and DISH Network engineering
   teams have designed a system that enables the receipt of local channels,
   other entertainment services AND high-speed Internet access using one
   consumer-friendly mini-dish.

o  An 18 x 22-inch dish will enable the receipt of signals from the merged
   company's three orbital slots.

o  New equipment will process signals from existing spacecraft as well as
   advanced satellites the merged company will launch to deliver the remaining
   local broadcast channels and high-speed Internet services to consumers in all
   states.

o  Equipment will be provided to existing DBS customers AT NO CHARGE --
   including free service call and installation -- to receive their new local
   channels.


[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002

CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o  Eight years after the introduction of DBS services, 78% of multi-channel
   video subscribers still receive their programming from a franchised cable
   operator.

o  Cable operators' market dominance has been strengthened by their upgrades to
   digital video and cable modem services.

o  The cable industry's market dominance is further evidenced by its continual
   price increases to consumers: 37% on average since 1996.

o  The spectrum constraints which exist today will forever keep a separate
   DIRECTV and DISH Network at a competitive disadvantage to cable for those
   consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color.]


   LEGEND
   [Colored box.] Households With No Competitive Alternative


--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER         SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                               ASSESSMENT OF THE STATUS OF
                                               COMPETITION IN THE MARKET FOR THE
                                               DELIVERY OF VIDEO PROGRAMMING,"
                                               JAN. 14, 2002, PP. 11, 87;
                                               ECHOSTAR AND DIRECTV, JAN. 31,
                                               2002; "REPORT ON CABLE INDUSTRY
                                               PRICES," FEDERAL COMMUNICATIONS
                                               COMMISSION, FEB. 14, 2001, P. 9,
                                               AND DEC. 15, 1997, P. 7

LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o  The merger of spectrum at the three orbital slots eliminates these
   disadvantages through the addition of an enhanced satellite infrastructure
   that will enable delivery of local channels in EVERY one of the 210
   television markets across the country.

o  The merger of EchoStar and HUGHES ensures that prices for video and data
   services will be the same throughout the country, whether the market is rural
   or urban/suburban: "one nation, one rate card."

o  The merged company will bridge the "digital divide" by moving satellite
   high-speed Internet access from its current high-priced niche to being
   price-competitive with existing providers -- a tremendous benefit for rural
   customers where DSL and cable modem service are unlikely to be available for
   years to come.

o  The EchoStar and HUGHES merger merits broad scale support for the clear and
   definitive benefits it will bring the residents of California and all
   Americans.


   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER          FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                        ECHOSTAR AND DIRECTV, JAN. 31, 2002

THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                           o Local Channels, All Americans

                           o One Nation, One Rate Card

                           o Eliminates the "Digital Divide"



                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER















                                      ****

--------------------------------------------------------------------------------

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN COLORADO


                [ECHOSTAR LOGO]                       [HUGHES LOGO]




--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002

THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
COLORADO.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER

--------------------------------------------------------------------------------
....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service,i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Colorado, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Colorado to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER

CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

COLORADO

o        Despite the rapid growth of DBS since 1994, cable television clearly
         remains the dominant provider of multi-channel pay TV services across
         Colorado.

o        About 1 million of the 1.6 million TV households in Colorado subscribe
         to a cable service, which equates to about 62% of all Colorado
         households.

             [Map of the state of Colorado with portions in color.]

         LEGEND
         [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002

HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

COLORADO

o        In Colorado, only those DBS TV households within the Albuquerque-Santa
         Fe and Denver television markets have a fully competitive multi-channel
         alternative to cable -- WITH local channels.

o        Competitive alternatives to cable did not seriously take form until the
         launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o        DBS offered more channels and superior picture and sound quality
         compared to cable, with one notable exception: consumers were not able
         to receive their local channels via satellite.

o        In 1999, Congress changed the law, allowing satellite carriers to offer
         local channels. Only at this point did DBS become a viable competitive
         alternative to cable, at least in the two markets in Colorado in which
         DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Colorado and certain surrounding states with portions in
    color and with the phrase "427,000 DBS Subscribers" written across it.]


         LEGEND
         [Colored box.] Households With Access to DBS With Local Channels


--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002

HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

COLORADO

o        As shown by this map, Colorado TV households outside the
         Albuquerque-Santa Fe and Denver television markets do not have a true
         competitive alternative to cable.

o        Customers who live in markets in which DBS does not provide local
         channels are forced to either pay additional subscription fees for a
         basic cable service to receive their local channels, or install an
         off-air roof-top antenna -- and hope for good reception.

o        Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
         provide all local channels as well as the national pay cable networks
         to viewers in every one of the 4 local channel markets in Colorado.

   [Map of the state of Colorado and certain surrounding states with portions
      in color and the phrase "2 TV Markets Unserved" written across it.]

         LEGEND
         [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002

TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

COLORADO

o        DIRECTV and DISH Network engineering teams have developed a system that
         is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
         company to deliver full local broadcast service, in all 210 U.S.
         television markets, including full compliance with federal must carry
         provisions.

o        The merger of DIRECTV and DISH Network will enable a fully competitive
         cable alternative -- DBS service with local channels -- in EVERY
         television market across the country, including all 4 markets in
         Colorado.

 [Map of the state of Colorado and certain surrounding states with portions in
        color and the phrase "All 4 Markets Served" written across it.]

         LEGEND
         [Colored box.] TV Households With Competitive Alternative After Merger


--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002

WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o        The merger will end the inefficient use of spectrum by eliminating the
         need for each company to transmit more than 500 channels of duplicative
         programming.

o        The merger will combine each company's spectrum and advanced satellite
         assets, making the plan technically achievable.

o        The merger will combine the companies' subscriber bases, making service
         to smaller markets commercially feasible.

[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER                 SOURCE: ECHOSTAR, HUGHES, FEB. 2002

WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

COLORADO

o        Implementation could begin immediately following merger approval, and
         the rollout can be completed as soon as 24 months later, allowing
         delivery of local channels to all 1.6 million TV households in
         Colorado.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

 [Map of the state of Colorado and certain surrounding states with portions in
   color and the phrase "Local Channels, All 1.6 Million Households" written
                                  across it.]

         LEGEND
         [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002

NATIONAL PRICING
--------------------------------------------------------------------------------

o        Consumers across the country will pay the same price for their DBS
         subscription services, regardless of where they reside. We are one
         nation, and we will offer one rate card.

o        For example: a resident of Milwaukee will pay the same fee for his or
         her local channel package as a customer in Cedarville, Ohio; a resident
         of Burlington, Vermont, will pay the same price for HBO as a customer
         in Salt Lake City; and a resident of Mountlake Terrace, Washington,
         will pay the same price for a basic 125-channel programming package as
         a customer in New York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002

BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

COLORADO

o        Another benefit of the EchoStar and HUGHES merger comes in the form of
         competitively priced high-speed Internet access, and the end of the
         so-called "digital divide" that exists in the "wired" world today.

o        This map clearly shows the areas where households do not have access to
         DSL or cable modem service -- the digital "have nots".

o        The primary reason for this is simply the expense of rolling out
         "wired" technologies, such as DSL and cable modem service, to millions
         of homes, particularly to those beyond the boundaries of urban and
         suburban markets.

o        Both EchoStar and HUGHES believe many of the "have nots" would be
         interested in fairly-priced, bundled video and high-speed data
         services.

             [Map of the state of Colorado with portions in color.]

         LEGEND
         [Colored box.] Households Without Broadband Access


--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER       SOURCE: THE BUXTON COMPANY, "BROADBAND
                                            DEPLOYMENT," JAN. 2002

MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

COLORADO

o        The merger will bridge the digital divide in Colorado by providing
         consumers in every community with a competitively priced high-speed
         "broadband solution" available to them regardless of their location.

o        The efficiencies gained from the merged company's combined customer
         base will enable a high-speed Internet service to be offered that is
         not only price-competitive with existing providers in urban settings,
         but also a tremendous benefit for rural customers for whom DSL and
         cable modem service are unlikely to be available for years to come, if
         ever.

o        The merger will provide the technical and economic infrastructure to
         convert every household in Colorado and the country to a digital
         "have."

           [Map of the state of Colorado filled entirely with color.]


--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER       SOURCE: THE BUXTON COMPANY, "BROADBAND
                                            DEPLOYMENT," JAN. 2002

ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o        Bringing all local channels and broadband service to all consumers'
         homes is not a simple endeavor. However, the DIRECTV and DISH Network
         engineering teams have designed a system that enables the receipt of
         local channels, other entertainment services AND high-speed Internet
         access using one consumer-friendly mini-dish.

o        An 18 x 22-inch dish will enable the receipt of signals from the merged
         company's three orbital slots.

o        New equipment will process signals from existing spacecraft as well as
         advanced satellites the merged company will launch to deliver the
         remaining local broadcast channels and high-speed Internet services to
         consumers in all states.

o        Equipment will be provided to existing DBS customers AT NO CHARGE --
         including free service call and installation -- to receive their new
         local channels.

       [Photo of a man on a ladder installing a DirecTV satellite dish on
                             the side of a house.]


--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002

CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o        Eight years after the introduction of DBS services, 78% of
         multi-channel video subscribers still receive their programming from a
         franchised cable operator.

o        Cable operators' market dominance has been strengthened by their
         upgrades to digital video and cable modem services.

o        The cable industry's market dominance is further evidenced by its
         continual price increases to consumers: 37% on average since 1996.

o        The spectrum constraints which exist today will forever keep a separate
         DIRECTV and DISH Network at a competitive disadvantage to cable for
         those consumers who live in markets where local channels are not
         offered by DBS.

               [Map of the United States with portions in color.]

         LEGEND
         [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER       SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING," JAN.
                                            14, 2002, PP. 11, 87; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002; "REPORT ON
                                            CABLE INDUSTRY PRICES," FEDERAL
                                            COMMUNICATIONS COMMISSION, FEB. 14,
                                            2001, P. 9, AND DEC. 15, 1997, P. 7

LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o        The merger of spectrum at the three orbital slots eliminates these
         disadvantages through the addition of an enhanced satellite
         infrastructure that will enable delivery of local channels in EVERY one
         of the 210 television markets across the country.

o        The merger of EchoStar and HUGHES ensures that prices for video AND
         data services will be the same throughout the country, whether the
         market is rural or urban/suburban: "one nation, one rate card."

o        The merged company will bridge the "digital divide" by moving satellite
         high-speed Internet access from its current high-priced niche to being
         price-competitive with existing providers -- a tremendous benefit for
         rural customers where DSL and cable modem service are unlikely to be
         available for years to come.

o        The EchoStar and HUGHES merger merits broad scale support for the clear
         and definitive benefits it will bring the residents of Colorado and all
         Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]


--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER       FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING," JAN.
                                    14, 2002, PP. 11, 87; ECHOSTAR AND DIRECTV,
                                    JAN. 31, 2002

THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                      o  Local Channels, All Americans

                      o  One Nation, One Rate Card

                      o  Eliminates the "Digital Divide"

                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS


--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER

                                      ****














                           THE ECHOSTAR/HUGHES MERGER


                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN DELAWARE






[ECHOSTAR LOGO]                                                    [HUGHES LOGO]

                                                                   FEBRUARY 2002



THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER

February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 2 MARKETS IN
DELAWARE.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...

2       THE ECHOSTAR/HUGHES MERGER



....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Delaware, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Delaware to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.


                                      # # #


3       THE ECHOSTAR/HUGHES MERGER


CABLE FRANCHISE AREAS

DELAWARE

-       Despite the rapid growth of DBS since 1994, cable television clearly
        remains the dominant provider of multi-channel pay TV services across
        Delaware.

-       About .2 million of the .3 million TV households in Delaware subscribe
        to a cable service, which equates to about 82% of all Delaware
        households.

             [Map of the state of Delaware filled entirely with color.]


        LEGEND
        [Colored box.] Cable Franchise Areas


4       THE ECHOSTAR/HUGHES MERGER                SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS

DELAWARE

-       In Delaware, only those DBS TV households within the Philadelphia
        television market have a fully competitive multi-channel alternative to
        cable -- WITH local channels.

-       Competitive alternatives to cable did not seriously take form until the
        launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-       DBS offered more channels and superior picture and sound quality
        compared to cable, with one notable exception: consumers were not able
        to receive their local channels via satellite.

-       In 1999, Congress changed the law, allowing satellite carriers to offer
        local channels. Only at this point did DBS become a viable competitive
        alternative to cable, at least in the one market in Delaware in which
        DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Delaware and certain surrounding states with portions in
     color and with the phrase "47,000 DBS Subscribers" written across it.]


        LEGEND
        [Colored box.] Households With Access to DBS With Local Channels


5       THE ECHOSTAR/HUGHES MERGER   SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                         SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY

DELAWARE

-       As shown by this map, Delaware TV households outside the Philadelphia
        television market do not have a true competitive alternative to cable.

-       Customers who live in markets in which DBS does not provide local
        channels are forced to either pay additional subscription fees for a
        basic cable service to receive their local channels, or install an
        off-air roof-top antenna -- and hope for good reception.

-       Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
        provide all local channels as well as the national pay cable networks to
        viewers in every one of the 2 local channel markets in Delaware.

   [Map of the state of Delaware and certain surrounding states with portions
       in color and the phrase "1 TV Market Unserved" written across it.]

       LEGEND
       [Colored box.] Households With No Competitive Alternative Today

6       THE ECHOSTAR/HUGHES MERGER   SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                         SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER

DELAWARE

-       DIRECTV and DISH Network engineering teams have developed a system that
        is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
        company to deliver full local broadcast service, in all 210 U.S.
        television markets, including full compliance with federal must carry
        provisions.

-       The merger of DIRECTV and DISH Network will enable a fully competitive
        cable alternative -- DBS service with local channels -- in EVERY
        television market across the country, including all 2 markets in
        Delaware.

 [Map of the state of Delaware and certain surrounding states with portions in
        color and the phrase "All 2 Markets Served" written across it.]

        LEGEND
        [Colored box.] TV Households With Competitive Alternative After Merger

7       THE ECHOSTAR/HUGHES MERGER   SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002



WITHOUT MERGER:  INEFFICIENT SPECTRUM USE

-       The merger will end the inefficient use of spectrum by eliminating the
        need for each company to transmit more than 500 channels of duplicative
        programming.

-       The merger will combine each company's spectrum and advanced satellite
        assets, making the plan technically achievable.

-       The merger will combine the companies' subscriber bases, making service
        to smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]






8       THE ECHOSTAR/HUGHES MERGER           SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED

DELAWARE

-       Implementation could begin immediately following merger approval, and
        the rollout can be completed as soon as 24 months later, allowing
        delivery of local channels to all .3 million TV households in Delaware.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of Delaware and certain surrounding states with portions in
       color and the phrase "Local Channels, All .3 Million Households"
                              written across it.]

        LEGEND
        [Colored box.] DBS HOUSEHOLDS SERVED BY LOCAL CHANNELS AFTER MERGER

9       THE ECHOSTAR/HUGHES MERGER   SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING

-       Consumers across the country will pay the same price for their DBS
        subscription services, regardless of where they reside. We are one
        nation, and we will offer one rate card.

-       For example: a resident of Milwaukee will pay the same fee for his or
        her local channel package as a customer in Cedarville, Ohio; a resident
        of Burlington, Vermont, will pay the same price for HBO as a customer in
        Salt Lake City; and a resident of Mountlake Terrace, Washington, will
        pay the same price for a basic 125-channel programming package as a
        customer in New York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


10      THE ECHOSTAR/HUGHES MERGER           SOURCE: ECHOSTAR, HUGHES, FEB. 2002



BROADBAND:  THE DIGITAL "HAVE NOTS"

DELAWARE

-       Another benefit of the EchoStar and HUGHES merger comes in the form of
        competitively priced high-speed Internet access, and the end of the
        so-called "digital divide" that exists in the "wired" world today.

-       This map clearly shows the areas where households do not have access to
        DSL or cable modem service -- the digital "have nots".

-       The primary reason for this is simply the expense of rolling out "wired"
        technologies, such as DSL and cable modem service, to millions of homes,
        particularly to those beyond the boundaries of urban and suburban
        markets.

-       Both EchoStar and HUGHES believe many of the "have nots" would be
        interested in fairly-priced, bundled video and high-speed data services.

             [Map of the state of Delaware with portions in color.]


        LEGEND
        [Colored box.] HOUSEHOLDS WITHOUT BROADBAND ACCESS

11      THE ECHOSTAR/HUGHES MERGER                   SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"

DELAWARE

-       The merger will bridge the digital divide in Delaware by providing
        consumers in every community with a competitively priced high-speed
        "broadband solution" available to them regardless of their location.

-       The efficiencies gained from the merged company's combined customer base
        will enable a high-speed Internet service to be offered that is not only
        price-competitive with existing providers in urban settings, but also a
        tremendous benefit for rural customers for whom DSL and cable modem
        service are unlikely to be available for years to come, if ever.

-       The merger will provide the technical and economic infrastructure to
        convert every household in Delaware and the country to a digital "have."

           [Map of the state of Delaware filled entirely with color.]


12      THE ECHOSTAR/HUGHES MERGER                   SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH

-       Bringing all local channels and broadband service to all consumers'
        homes is not a simple endeavor. However, the DIRECTV and DISH Network
        engineering teams have designed a system that enables the receipt of
        local channels, other entertainment services AND high-speed Internet
        access using one consumer-friendly mini-dish.

-       An 18 x 22-inch dish will enable the receipt of signals from the merged
        company's three orbital slots.

-       New equipment will process signals from existing spacecraft as well as
        advanced satellites the merged company will launch to deliver the
        remaining local broadcast channels and high-speed Internet services to
        consumers in all states.

-       Equipment will be provided to existing DBS customers AT NO CHARGE --
        including free service call and installation -- to receive their new
        local channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]

13      THE ECHOSTAR/HUGHES MERGER           SOURCE: ECHOSTAR, HUGHES, FEB. 2002



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER

-       Eight years after the introduction of DBS services, 78% of multi-channel
        video subscribers still receive their programming from a franchised
        cable operator.

-       Cable operators' market dominance has been strengthened by their
        upgrades to digital video and cable modem services.

-       The cable industry's market dominance is further evidenced by its
        continual price increases to consumers: 37% on average since 1996.

-       The spectrum constraints which exist today will forever keep a separate
        DIRECTV and DISH Network at a competitive disadvantage to cable for
        those consumers who live in markets where local channels are not offered
        by DBS.

               [Map of the United States with portions in color.]

        LEGEND
        [Colored box.] HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE

14      THE ECHOSTAR/HUGHES MERGER     SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                       ASSESSMENT OF THE STATUS OF COMPETITION
                                       IN THE MARKET FOR THE DELIVERY OF VIDEO
                                       PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                       ECHOSTAR AND DIRECTV, JAN. 31, 2002;
                                       "REPORT ON CABLE INDUSTRY PRICES,"
                                       FEDERAL COMMUNICATIONS COMMISSION, FEB.
                                       14, 2001, P. 9, AND DEC. 15, 1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS

-       The merger of spectrum at the three orbital slots eliminates these
        disadvantages through the addition of an enhanced satellite
        infrastructure that will enable delivery of local channels in EVERY one
        of the 210 television markets across the country.

-       The merger of EchoStar and HUGHES ensures that prices for video AND data
        services will be the same throughout the country, whether the market is
        rural or urban/suburban: "one nation, one rate card."

-       The merged company will bridge the "digital divide" by moving satellite
        high-speed Internet access from its current high-priced niche to being
        price-competitive with existing providers -- a tremendous benefit for
        rural customers where DSL and cable modem service are unlikely to be
        available for years to come.

-       The EchoStar and HUGHES merger merits broad scale support for the clear
        and definitive benefits it will bring the residents of Delaware and all
        Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

15      THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                        ECHOSTAR AND DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER

                -       Local Channels, All Americans

                -       One Nation, One Rate Card

                -       Eliminates the "Digital Divide"


                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

16      THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER



                                      ****

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                      FOR ALL CONSUMERS IN WASHINGTON, D.C.


[ECHOSTAR LOGO]                                                   [HUGHES LOGO]

                                                                   FEBRUARY 2002


THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER

February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of more than 500 identical channels. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY THE ONE MARKET IN
WASHINGTON, D.C.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                   CONTINUED...

2   THE ECHOSTAR/HUGHES MERGER



....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Washington, D.C., and will have the
subscriber base and financial means to move current Ku-band satellite broadband
offerings from their status as expensive "niche" services to a more competitive
price point for consumers, and then ensure that next-generation Ka-band
satellite broadband service becomes a reality for consumers everywhere in the
United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Washington, D.C. to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #

3       THE ECHOSTAR/HUGHES MERGER


CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

WASHINGTON, D.C.

-         Despite the rapid growth of DBS since 1994, cable television clearly
          remains the dominant provider of multi-channel pay TV services across
          Washington, D.C.

-         About .1 million of the .2 million TV households in Washington, D.C.
          subscribe to a cable service, which equates to about 57% of all
          Washington, D.C. households.

               [Map of Washington, D.C. with portions in color.]

          LEGEND
          [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER                   SOURCE: SKYRESEARCH, FEB. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

WASHINGTON, D.C.

-         Unlike most states in the U.S., the Washington, D.C. area has a
          competitive multi-channel alternative to cable -- WITH local channels.

-         Competitive alternatives to cable did not seriously take form until
          the launch of DIRECTV(R) in 1994, later joined by DISH Network in
          1996.

-         DBS offered more channels and superior picture and sound quality
          compared to cable, with one notable exception: consumers were not able
          to receive their local channels via satellite.

-         In 1999, Congress changed the law, allowing satellite carriers to
          offer local channels. Only at this point did DBS become a viable
          competitive alternative to cable, at least in Washington, D.C. where
          DIRECTV and DISH Network began delivering local channels.


    [Map of Washington, D.C. and certain surrounding states with portions in
     color and with the phrase "26,000 DBS Subscribers" written across it.]


          LEGEND
          [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER      SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                        SKYRESEARCH, FEB. 2002;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

-         But Washington, D.C. is one of the few lucky areas. 42 million TV
          households are not served with local channels by DBS. Residents in
          these markets do not have a true competitive alternative to cable.

-         Customers who live in markets in which DBS does not provide local
          channels are forced to either pay additional subscription fees for a
          basic cable service to receive their local channels, or install an
          off-air roof-top antenna -- and hope for good reception.

-         Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
          provide all local channels as well as the national pay cable networks
          to viewers in every one of the country's 210 local channel markets.



[Map of the United States with portions in color and with the phrase "42 Million
TV Households Unserved" written across it.]

          LEGEND
          [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER                  SOURCE: SKYRESEARCH, FEB. 2002;
                                            NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

-         DIRECTV and DISH Network engineering teams have developed a system
          that is technologically feasible and economically viable for the
          merged company to deliver full local broadcast service, in all 210
          television markets, including full compliance with federal must carry
          provisions.

-         The merger of DIRECTV and DISH Network will enable a fully competitive
          cable alternative -- DBS service with local channels -- in EVERY
          television market in the country, including Alaska and Hawaii.


[Map of the United States filled entirely with color and with the phrase
"107 Million Households" written across it.]

          LEGEND
          [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER                SOURCE: FCC EIGHTH ANNUAL REPORT,
                                               "ANNUAL ASSESSMENT OF THE STATUS
                                               OF COMPETITION IN THE MARKET FOR
                                            THE DELIVERY OF VIDEO PROGRAMMING,"
                                           JAN. 14, 2002, PP. 11, 87; ECHOSTAR,
                                                              HUGHES, FEB. 2002



WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

-         The merger will end the inefficient use of spectrum by eliminating the
          need for each company to transmit more than 500 channels of
          duplicative programming.

-         The merger will combine each company's spectrum and advanced satellite
          assets, making the plan technically achievable.

-         The merger will combine the companies' subscriber bases, making
          service to smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]



--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002


WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

WASHINGTON, D.C.

- Implementation could begin immediately
  following merger approval, and the rollout can
  be completed as soon as 24 months later,
  allowing delivery of local channels to all .2
  million TV households in Washington, D.C..

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

          [Map of Washington, D.C. and certain surrounding states with
  portions in color and the phrase "Local Channels, All .2 Million Households"
                              written across it.]

  LEGEND
  [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER      SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                    ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

-         Consumers across the country will pay the same price for their DBS
          subscription services, regardless of where they reside. We are one
          nation, and we will offer one rate card.

-         For example: a resident of Milwaukee will pay the same fee for his or
          her local channel package as a customer in Cedarville, Ohio; a
          resident of Burlington, Vermont, will pay the same price for HBO as a
          customer in Salt Lake City; and a resident of Mountlake Terrace,
          Washington, will pay the same price for a basic 125-channel
          programming package as a customer in New York City.


 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]

--------------------------------------------------------------------------------
10   THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

WASHINGTON, D.C.

-         Another benefit of the EchoStar and HUGHES merger comes in the form of
          competitively priced high-speed Internet access, and the end of the
          so-called "digital divide" that exists in the "wired" world today

-         This map clearly shows the areas where households do not have access
          to DSL or cable modem service -- the digital "have nots".

-         The primary reason for this is simply the expense of rolling out
          "wired" technologies, such as DSL and cable modem service, to millions
          of homes, particularly to those beyond the boundaries of urban and
          suburban markets.

-         Both EchoStar and HUGHES believe many of the "have nots" would be
          interested in fairly-priced, bundled video and high-speed data
          services.

               [Map of Washington, D.C. with portions in color.]

          LEGEND
          [Colored box.] HOUSEHOLDS WITHOUT BROADBAND ACCESS

--------------------------------------------------------------------------------
11   THE ECHOSTAR/HUGHES MERGER                     SOURCE: THE BUXTON COMPANY,
                                              "BROADBAND DEPLOYMENT," JAN. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

WASHINGTON, D.C.

-         The merger will bridge the digital divide in Washington, D.C. by
          providing consumers in every community with a competitively priced
          high-speed "broadband solution" available to them regardless of their
          location.

-         The efficiencies gained from the merged company's combined customer
          base will enable a high-speed Internet service to be offered that is
          not only price-competitive with existing providers in urban settings,
          but also a tremendous benefit for rural customers for whom DSL and
          cable modem service are unlikely to be available for years to come, if
          ever.

-         The merger will provide the technical and economic infrastructure to
          convert every household in Washington, D.C. and the country to a
          digital "have."

             [Map of Washington, D.C. filled entirely with color.]

--------------------------------------------------------------------------------
12   THE ECHOSTAR/HUGHES MERGER                    SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

-         Bringing all local channels and broadband service to all consumers'
          homes is not a simple endeavor. However, the DIRECTV and DISH Network
          engineering teams have designed a system that enables the receipt of
          local channels, other entertainment services AND high-speed Internet
          access using one consumer-friendly mini-dish.

-         An 18 x 22-inch dish will enable the receipt of signals from the
          merged company's three orbital slots.

-         New equipment will process signals from existing spacecraft as well as
          advanced satellites the merged company will launch to deliver the
          remaining local broadcast channels and high-speed Internet services to
          consumers in all states.

-         Equipment will be provided to existing DBS customers AT NO CHARGE --
          including free service call and installation -- to receive their new
          local channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]

--------------------------------------------------------------------------------
13   THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

-         Eight years after the introduction of DBS services, 78% of
          multi-channel video subscribers still receive their programming from a
          franchised cable operator.

-         Cable operators' market dominance has been strengthened by their
          upgrades to digital video and cable modem services.

-         The cable industry's market dominance is further evidenced by its
          continual price increases to consumers: 37% on average since 1996.

-         The spectrum constraints which exist today will forever keep a
          separate DIRECTV and DISH Network at a competitive disadvantage to
          cable for those consumers who live in markets where local channels are
          not offered by DBS.

               [Map of the United States with portions in color.]

          LEGEND

          [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14   THE ECHOSTAR/HUGHES MERGER       SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                      ASSESSMENT OF THE STATUS OF COMPETITION
                                      IN THE MARKET FOR THE DELIVERY OF VIDEO
                                      PROGRAMMING,"  JAN. 14, 2002, PP. 11, 87;
                                      ECHOSTAR AND DIRECTV, JAN. 31, 2002;
                                      "REPORT ON CABLE INDUSTRY PRICES,"
                                      FEDERAL COMMUNICATIONS COMMISSION, FEB.
                                      14, 2001, P. 9, AND DEC. 15, 1997, P. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

-         The merger of spectrum at the three orbital slots eliminates these
          disadvantages through the addition of an enhanced satellite
          infrastructure that will enable delivery of local channels in EVERY
          one of the 210 television markets across the country.

-         The merger of EchoStar and HUGHES ensures that prices for video AND
          data services will be the same throughout the country, whether the
          market is rural or urban/suburban: "one nation, one rate card."

-         The merged company will bridge the "digital divide" by moving
          satellite high-speed Internet access from its current high-priced
          niche to being price-competitive with existing providers -- a
          tremendous benefit for rural customers where DSL and cable modem
          service are unlikely to be available for years to come.

-         The EchoStar and HUGHES merger merits broad scale support for the
          clear and definitive benefits it will bring the residents of
          Washington, D.C. and all Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15   THE ECHOSTAR/HUGHES MERGER       FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                      ASSESSMENT OF THE STATUS OF COMPETITION
                                      IN THE MARKET FOR THE DELIVERY OF VIDEO
                                      PROGRAMMING,"  JAN. 14, 2002, PP. 11, 87;
                                      ECHOSTAR AND DIRECTV, JAN. 31, 2002


THE ECHOSTAR/HUGHES MERGER

                       - Local Channels, All Americans
                       - One Nation, One Rate Card
                       - Eliminates the "Digital Divide"

                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

16   THE ECHOSTAR/HUGHES MERGER


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER



                                     * * * *





                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN FLORIDA





[ECHOSTAR LOGO]                                                    [HUGHES LOGO]


                                                                   FEBRUARY 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER

February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
FLORIDA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...

2   THE ECHOSTAR/HUGHES MERGER



....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Florida, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Florida to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

3       THE ECHOSTAR/HUGHES MERGER


CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

FLORIDA

-       Despite the rapid growth of DBS since 1994, cable television clearly
        remains the dominant provider of multi-channel pay TV services across
        Florida.

-       About 4.7 million of the 6.2 million TV households in Florida subscribe
        to a cable service, which equates to about 75% of all Florida
        households.

             [Map of the state of Florida with portions in color.]

        LEGEND
        [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

FLORIDA

-       In Florida, only those DBS TV households within the Miami-Ft.
        Lauderdale, Orlando et al, Tampa-St. Pete et al, and W. Palm Beach-Ft.
        Pierce television markets have a fully competitive multi-channel
        alternative to cable -- WITH local channels.

-       Competitive alternatives to cable did not seriously take form until the
        launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-       DBS offered more channels and superior picture and sound quality
        compared to cable, with one notable exception: consumers were not able
        to receive their local channels via satellite.

-       In 1999, Congress changed the law, allowing satellite carriers to offer
        local channels. Only at this point did DBS become a viable competitive
        alternative to cable, at least in the four markets in Florida in which
        DIRECTV and DISH Network began delivering local channels.

  [Map of the state of Florida and certain surrounding states with portions in
   color and with the phrase "1,333,000 DBS Subscribers" written across it.]

        LEGEND

        [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                         SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

FLORIDA

-       As shown by this map, Florida TV households outside the Miami-Ft.
        Lauderdale, Orlando et al, Tampa-St. Pete et al, and W. Palm Beach-Ft.
        Pierce television markets do not have a true competitive alternative to
        cable.

-       Customers who live in markets in which DBS does not provide local
        channels are forced to either pay additional subscription fees for a
        basic cable service to receive their local channels, or install an
        off-air roof-top antenna -- and hope for good reception.

-       Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
        provide all local channels as well as the national pay cable networks to
        viewers in every one of the 11 local channel markets in Florida.

   [Map of the state of Florida and certain surrounding states with portions
      in color and the phrase "7 TV Markets Unserved" written across it.]

        LEGEND
        [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                         SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

FLORIDA

-       DIRECTV and DISH Network engineering teams have developed a system that
        is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
        company to deliver full local broadcast service, in all 210 U.S.
        television markets, including full compliance with federal must carry
        provisions.

-       The merger of DIRECTV and DISH Network will enable a fully competitive
        cable alternative -- DBS service with local channels -- in EVERY
        television market across the country, including all 11 markets in
        Florida.

  [Map of the state of Florida and certain surrounding states with portions in
        color and the phrase "All 11 Markets Served" written across it.]

        LEGEND
        [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

-       The merger will end the inefficient use of spectrum by eliminating the
        need for each company to transmit more than 500 channels of duplicative
        programming.

-       The merger will combine each company's spectrum and advanced satellite
        assets, making the plan technically achievable.

-       The merger will combine the companies' subscriber bases, making service
        to smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

FLORIDA

-       Implementation could begin immediately following merger approval, and
        the rollout can be completed as soon as 24 months later, allowing
        delivery of local channels to all 6.2 million TV households in Florida.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

  [Map of the state of Florida and certain surrounding states with portions in
color and the phrase "Local Channels, All 6.2 Million Households" written across
                                      it.]


        LEGEND
        [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002


NATIONAL PRICING
--------------------------------------------------------------------------------

-       Consumers across the country will pay the same price for their DBS
        subscription services, regardless of where they reside. We are one
        nation, and we will offer one rate card.

-       For example: a resident of Milwaukee will pay the same fee for his or
        her local channel package as a customer in Cedarville, Ohio; a resident
        of Burlington, Vermont, will pay the same price for HBO as a customer in
        Salt Lake City; and a resident of Mountlake Terrace, Washington, will
        pay the same price for a basic 125-channel programming package as a
        customer in New York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


--------------------------------------------------------------------------------
10   THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

FLORIDA

-       Another benefit of the EchoStar and HUGHES merger comes in the form of
        competitively priced high-speed Internet access, and the end of the
        so-called "digital divide" that exists in the "wired" world today.

-       This map clearly shows the areas where households do not have access to
        DSL or cable modem service -- the digital "have nots".

-       The primary reason for this is simply the expense of rolling out "wired"
        technologies, such as DSL and cable modem service, to millions of homes,
        particularly to those beyond the boundaries of urban and suburban
        markets.

-       Both EchoStar and HUGHES believe many of the "have nots" would be
        interested in fairly-priced, bundled video and high-speed data
        services.

             [Map of the state of Florida with portions in color.]

        LEGEND
        [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11   THE ECHOSTAR/HUGHES MERGER                      SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

FLORIDA

-       The merger will bridge the digital divide in Florida by providing
        consumers in every community with a competitively priced high-speed
        "broadband solution" available to them regardless of their location.

-       The efficiencies gained from the merged company's combined customer base
        will enable a high-speed Internet service to be offered that is not only
        price-competitive with existing providers in urban settings, but also a
        tremendous benefit for rural customers for whom DSL and cable modem
        service are unlikely to be available for years to come, if ever.

-       The merger will provide the technical and economic infrastructure to
        convert every household in Florida and the country to a digital "have."

           [Map of the state of Florida filled entirely with color.]

--------------------------------------------------------------------------------
12   THE ECHOSTAR/HUGHES MERGER                      SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

-       Bringing all local channels and broadband service to all consumers'
        homes is not a simple endeavor. However, the DIRECTV and DISH Network
        engineering teams have designed a system that enables the receipt of
        local channels, other entertainment services AND high-speed Internet
        access using one consumer-friendly mini-dish.

-       An 18 x 22-inch dish will enable the receipt of signals from the merged
        company's three orbital slots.

-       New equipment will process signals from existing spacecraft as well as
        advanced satellites the merged company will launch to deliver the
        remaining local broadcast channels and high-speed Internet services to
        consumers in all states.

-       Equipment will be provided to existing DBS customers AT NO CHARGE --
        including free service call and installation -- to receive their new
        local channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13   THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

-       Eight years after the introduction of DBS services, 78% of multi-channel
        video subscribers still receive their programming from a franchised
        cable operator.

-       Cable operators' market dominance has been strengthened by their
        upgrades to digital video and cable modem services.

-       The cable industry's market dominance is further evidenced by its
        continual price increases to consumers: 37% on average since 1996.

-       The spectrum constraints which exist today will forever keep a separate
        DIRECTV and DISH Network at a competitive disadvantage to cable for
        those consumers who live in markets where local channels are not offered
        by DBS.

               [Map of the United States with portions in color.]

        LEGEND
        [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14   THE ECHOSTAR/HUGHES MERGER       SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                      ASSESSMENT OF THE STATUS OF COMPETITION
                                      IN THE MARKET FOR THE DELIVERY OF VIDEO
                                      PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                      ECHOSTAR AND DIRECTV, JAN. 31, 2002;
                                      "REPORT ON CABLE INDUSTRY PRICES,"
                                      FEDERAL COMMUNICATIONS COMMISSION, FEB.
                                      14, 2001, P. 9, AND DEC. 15, 1997, P. 7




LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

-       The merger of spectrum at the three orbital slots eliminates these
        disadvantages through the addition of an enhanced satellite
        infrastructure that will enable delivery of local channels in EVERY one
        of the 210 television markets across the country.

-       The merger of EchoStar and HUGHES ensures that prices for video AND data
        services will be the same throughout the country, whether the market is
        rural or urban/suburban: "one nation, one rate card."

-       The merged company will bridge the "digital divide" by moving satellite
        high-speed Internet access from its current high-priced niche to being
        price-competitive with existing providers -- a tremendous benefit for
        rural customers where DSL and cable modem service are unlikely to be
        available for years to come.

-       The EchoStar and HUGHES merger merits broad scale support for the clear
        and definitive benefits it will bring the residents of Florida and all
        Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15   THE ECHOSTAR/HUGHES MERGER        FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                       ASSESSMENT OF THE STATUS OF COMPETITION
                                       IN THE MARKET FOR THE DELIVERY OF VIDEO
                                       PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                       ECHOSTAR AND DIRECTV, JAN. 31, 2002


THE ECHOSTAR/HUGHES MERGER

                       - Local Channels, All Americans

                       - One Nation, One Rate Card

                       - Eliminates the "Digital Divide"

                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

16   THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER


                                      ****




                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN GEORGIA


[ECHOSTAR LOGO]                                           [HUGHES LOGO]

                                                          FEBRUARY 2002













THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER

February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
GEORGIA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...

2       THE ECHOSTAR/HUGHES MERGER





....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Georgia, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Georgia to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

3       THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------


GEORGIA


-       Despite the rapid growth of DBS since 1994, cable television clearly
        remains the dominant provider of multi-channel pay TV services across
        Georgia.

-       About 2.1 million of the 2.9 million TV households in Georgia subscribe
        to a cable service, which equates to about 70% of all Georgia
        households.



             [Map of the state of Georgia with portions in color.]

        LEGEND
        [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4       THE ECHOSTAR/HUGHES MERGER               SOURCE: SKYRESEARCH, FEB. 2002





HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

GEORGIA


-       In Georgia, only those DBS TV households within the Atlanta and
        Greenville et al television markets have a fully competitive
        multi-channel alternative to cable- WITH local channels.

-       Competitive alternatives to cable did not seriously take form until the
        launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-       DBS offered more channels and superior picture and sound quality
        compared to cable, with one notable exception: consumers were not able
        to receive their local channels via satellite.

-       In 1999, Congress changed the law, allowing satellite carriers to offer
        local channels. Only at this point did DBS become a viable competitive
        alternative to cable, at least in the two markets in Georgia in which
        DIRECTV and DISH DBS Network began delivering local channels.


  [Map of the state of Georgia and certain surrounding states with portions in
    color and with the phrase "825,000 DBS Subscribers" written across it.]



        LEGEND
        [Colored box.] Households With Access To DBS With Local Channels


--------------------------------------------------------------------------------
5       THE ECHOSTAR/HUGHES MERGER   SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                         SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002





HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

GEORGIA


-       As shown by this map, Georgia TV households outside the Atlanta and
        Greenville et al television markets do not have a true competitive
        alternative to cable.

-       Customers who live in markets in which DBS does not provide local
        channels are forced to either pay additional subscription fees for a
        basic cable service to receive their local channels, or install an
        off-air roof-top antenna- and hope for good reception.

-       Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
        provide all local channels as well as the national pay cable networks to
        viewers in every one of the 11 local channel markets in Georgia.


   [Map of the state of Georgia and certain surrounding states with portions
      in color and the phrase "9 TV Markets Unserved" written across it.]


        LEGEND
        [Colored box.] Households With No Competitive Alternative Today


--------------------------------------------------------------------------------
6       THE ECHOSTAR/HUGHES MERGER   SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                         SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002





TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

GEORGIA


-       DIRECTV and DISHNetwork engineering teams have developed a system that
        is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
        company to deliver full local broadcast service, in all 210 U.S.
        television markets, including full compliance with federal must carry
        provisions.

-       The merger of DIRECTV and DISH Network will enable a fully competitive
        cable alternative- DBS service with local channels- in EVERY
        television market across the country, including all 11 markets in
        Georgia.

  [Map of the state of Georgia and certain surrounding states with portions in
        color and the phrase "All 11 Markets Served" written across it.]

        LEGEND
        [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7       THE ECHOSTAR/HUGHES MERGER   SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------




-       The merger will end the inefficient use of spectrum by eliminating the
        need for each company to transmit more than 500 channels of duplicative
        programming.

-       The merger will combine each company's spectrum and advanced satellite
        assets, making the plan technically achievable.

-       The merger will combine the companies' subscriber bases, making service
        to smaller markets commercially feasible.


[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8       THE ECHOSTAR/HUGHES MERGER           SOURCE: ECHOSTAR, HUGHES, FEB. 2002




WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

GEORGIA


-       Implementation could begin immediately following merger approval, and
        the rollout can be completed as soon as 24 months later, allowing
        delivery of local channels to all 2.9 million TV households in Georgia.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

  [Map of the state of Georgia and certain surrounding states with portions in
   color and the phrase "Local Channels, All 2.9 Million Households" written
                                  across it.]

        LEGEND
        [Colored box.] DBS Households Served By Local Channels After Merger


--------------------------------------------------------------------------------
9       THE ECHOSTAR/HUGHES MERGER   SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002





NATIONAL PRICING
--------------------------------------------------------------------------------


-       Consumers across the country will pay the same price for their DBS
        subscription services, regardless of where they reside. We are one
        nation, and we will offer one rate card.

-       For example: a resident of Milwaukee will pay the same fee for his or
        her local channel package as a customer in Cedarville, Ohio; a resident
        of Burlington, Vermont, will pay the same price for HBO as a customer in
        Salt Lake City; and a resident of Mountlake Terrace, Washington, will
        pay the same price for a basic 125-channel programming package as a
        customer in New York City.



 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]





--------------------------------------------------------------------------------
10      THE ECHOSTAR/HUGHES MERGER         SOURCE: ECHOSTAR, HUGHES, FEB. 2002






BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

GEORGIA


-       Another benefit of the EchoStar and HUGHES merger comes in the form of
        competitively priced high-speed Internet access, and the end of the
        so-called "digital divide" that exists in the "wired" world today

-       This map clearly shows the areas where households do not have access to
        DSL or cable modem service- the digital "have nots".

-       The primary reason for this is simply the expense of rolling out "wired"
        technologies, such as DSL and cable modem service, to millions of homes,
        particularly to those beyond the boundaries of urban and suburban
        markets.

-       Both EchoStar and HUGHES believe many of the "have nots" would be
        interested in fairly-priced, bundled video and high-speed data
        services.


             [Map of the state of Georgia with portions in color.]

        LEGEND
        [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11      THE ECHOSTAR/HUGHES MERGER                   SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002




MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

GEORGIA

-       The merger will bridge the digital divide in Georgia by providing
        consumers in every community with a competitively priced high-speed
        "broadband solution" available to them regardless of their location.

-       The efficiencies gained from the merged company's combined customer base
        will enable a high-speed Internet service to be offered that is not only
        price-competitive with existing providers in urban settings, but also a
        tremendous benefit for rural customers for whom DSL and cable modem
        service are unlikely to be available for years to come, if ever.

-       The merger will provide the technical and economic infrastructure to
        convert every household in Georgia and the country to a digital "have."


           [Map of the state of Georgia filled entirely with color.]



--------------------------------------------------------------------------------
12      THE ECHOSTAR/HUGHES MERGER                   SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002





ONE NATION, ONE DISH
--------------------------------------------------------------------------------



-       Bringing all local channels and broadband service to all consumers'
        homes is not a simple endeavor. However, the DIRECTV and DISH Network
        engineering teams have designed a system that enables the receipt of
        local channels, other entertainment services AND high-speed Internet
        access using one consumer-friendly mini-dish.

-       An 18 x 22-inch dish will enable the receipt of signals from the merged
        company's three orbital slots.

-       New equipment will process signals from existing spacecraft as well as
        advanced satellites the merged company will launch to deliver the
        remaining local broadcast channels and high-speed Internet services to
        consumers in all states.

-       Equipment will be provided to existing DBS customers AT NO CHARGE-
        including free service call and installation- to receive their new
        local channels.



[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13      THE ECHOSTAR/HUGHES MERGER           SOURCE: ECHOSTAR, HUGHES, FEB. 2002







CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------



-       Eight years after the introduction of DBS services, 78% of multi-channel
        video subscribers still receive their programming from a franchised
        cable operator.

-       Cable operators' market dominance has been strengthened by their
        upgrades to digital video and cable modem services.

-       The cable industry's market dominance is further evidenced by its
        continual price increases to consumers: 37% on average since 1996.

-       The spectrum constraints which exist today will forever keep a
        separate DIRECTV and DISH Network at a competitive disadvantage to cable
        for those consumers who live in markets where local channels are not
        offered by DBS.


               [Map of the United States with portions in color.]



        LEGEND
        [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14      THE ECHOSTAR/HUGHES MERGER     SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                       ASSESSMENT OF THE STATUS OF COMPETITION
                                       IN THE MARKET FOR THE DELIVERY OF VIDEO
                                       PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                       ECHOSTAR AND DIRECTV, JAN. 31, 2002;
                                       "REPORT ON CABLE INDUSTRY
                                       PRICES," FEDERAL COMMUNICATIONS
                                       COMMISSION, FEB. 14, 2001, P. 9, AND
                                       DEC. 15, 1997, P. 7





LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------


-       The merger of spectrum at the three orbital slots eliminates these
        disadvantages through the addition of an enhanced satellite
        infrastructure that will enable delivery of local channels in EVERY one
        of the 210 television markets across the country.

-       The merger of EchoStar and HUGHES ensures that prices for video AND data
        services will be the same throughout the country, whether the market is
        rural or urban/suburban: "one nation, one rate card."

-       The merged company will bridge the "digital divide" by moving satellite
        high-speed Internet access from its current high-priced niche to being
        price-competitive with existing providers- a tremendous benefit for
        rural customers where DSL and cable modem service are unlikely to be
        available for years to come.

-       The EchoStar and HUGHES merger merits broad scale support for the clear
        and definitive benefits it will bring the residents of Georgia and all
        Americans.


   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]



--------------------------------------------------------------------------------
15      THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                        ECHOSTAR AND DIRECTV, JAN. 31, 2002




THE ECHOSTAR/HUGHES MERGER

                     -        Local Channels, All Americans

                     -        One Nation, One Rate Card

                     -        Eliminates the "Digital Divide"



                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLD



16      THE ECHOSTAR/HUGHES MERGER





SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER
















                                      ****



                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                           FOR ALL CONSUMERS IN IDAHO

[ECHOSTAR LOGO]                                                   [HUGHES LOGO]

                                                                   February 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER

         February 26, 2002

         EchoStar Communications Corporation, Hughes Electronics and General
         Motors believe that consumers will reap tremendous benefits from the
         merger of EchoStar and HUGHES. The companies' two services, DISH
         Network and DIRECTV(R), today each transmit a total of MORE THAN 500
         IDENTICAL CHANNELS. Consumers will benefit from the massive increase in
         Direct Broadcast Satellite (DBS) satellite capacity that will result
         from the elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a
         direct result of the completion of this merger, consumers across the
         continental United States, Alaska and Hawaii will have access to local
         broadcast channels with digital-quality television picture and
         CD-quality sound IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE
         AND SPECIFICALLY ALL 5 MARKETS IN IDAHO.

         Subsequent to the announcement of the merger agreement on October 28,
         2001, a series of pre-merger transition meetings between DISH Network
         and DIRECTV engineers have been held to analyze the technical
         feasibility of a "Local Channels, All Americans" plan by which the
         merged company could offer every U.S. consumer access to
         satellite-delivered local television signals. After an exhaustive
         examination of each company's spectrum and satellite assets, the
         engineers determined that this plan could become a reality. In a
         satellite application filed yesterday with the Federal Communications
         Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
         FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that
         will serve all 210 Designated Market Areas ("DMAs") in the United
         States, including full compliance with must carry requirements.

         New set-top boxes and satellite dishes will be deployed that will be
         capable of receiving satellite signals from multiple orbital positions.
         The new receiving equipment will be made available FREE OF CHARGE to
         all existing DIRECTV and DISH Network subscribers who may need it in
         order to receive their local channels.

                                                                    Continued...


2        The EchoStar/HUGHES Merger


         ...Continued

         Consumers across the country will pay the same price for services
         delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
         regardless of a subscriber's location. Implementation of the plan will
         begin immediately upon regulatory approval of the merger, and the
         rollout can be completed as soon as 24 months thereafter.

         The merged company also will establish itself as a source of meaningful
         satellite-based broadband competition to cable modem and DSL offerings,
         fulfilling the mission to provide affordable high-speed Internet access
         to all of America, including the most rural areas of the country. The
         "digital divide" in the United States is real: some 40 million
         households in the United States do not have access to high-speed
         Internet and data services, in large part due to the high cost of
         wiring homes for these services in less densely populated areas.

         Combined, EchoStar and HUGHES will create a more robust satellite
         platform that will liberate these digital "have nots" by serving every
         household in the nation, including every household in Idaho, and will
         have the subscriber base and financial means to move current Ku-band
         satellite broadband offerings from their status as expensive "niche"
         services to a more competitive price point for consumers, and then
         ensure that next-generation Ka-band satellite broadband service becomes
         a reality for consumers everywhere in the United States.

         The combined EchoStar-HUGHES will achieve a new level of vigorous
         competition to incumbent cable operators, and will not have
         anticompetitive effects in any market. As this booklet illustrates, the
         benefits from this merger will allow all consumers in Idaho to receive
         their full complement of local channels and national entertainment
         networks, as well as provide a new source of meaningful satellite-based
         broadband competition.

                                      # # #


3        The EchoStar/HUGHES Merger


CABLE FRANCHISE AREAS

IDAHO

-        Despite the rapid growth of DBS since 1994, cable television clearly
         remains the dominant provider of multi-channel pay TV services across
         Idaho.

-        About .2 million of the .5 million TV households in Idaho subscribe to
         a cable service, which equates to about 50% of all Idaho households.

              [Map of the state of Idaho with portions in color.]

         LEGEND
         [Colored box.] Cable Franchise Areas

                                                  Source: SkyResearch, Feb. 2002


4        The EchoStar/HUGHES Merger




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS

IDAHO

-        In Idaho, only those DBS TV households within the Salt Lake City
         television market have a fully competitive multi-channel alternative to
         cable -- with local channels.

-        Competitive alternatives to cable did not seriously take form until the
         launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-        DBS offered more channels and superior picture and sound quality
         compared to cable, with one notable exception: consumers were not able
         to receive their local channels via satellite.

-        In 1999, Congress changed the law, allowing satellite carriers to offer
         local channels. Only at this point did DBS become a viable competitive
         alternative to cable, at least in the one market in Idaho in which
         DIRECTV and DISH Network began delivering local channels.

   [Map of the state of Idaho and certain surrounding states with portions in
    color and with the phrase "145,000 DBS Subscribers" written across it.]



         LEGEND
         [Colored box.] Households With Access to DBS With Local Channels




5        The EchoStar/HUGHES Merger   Source: Nielsen Media Research, Sept.
                                              2001; SkyResearch, Feb. 2002;
                                              EchoStar and DIRECTV, Jan. 31,
                                              2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY

IDAHO

-        As shown by this map, Idaho TV households outside the Salt Lake City
         television market do not have a true competitive alternative to cable.

-        Customers who live in markets in which DBS does not provide local
         channels are forced to either pay additional subscription fees for a
         basic cable service to receive their local channels, or install an
         off-air roof-top antenna -- and hope for good reception.

-        Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
         provide all local channels as well as the national pay cable networks
         to viewers in every one of the 5 local channel markets in Idaho.

    [Map of the state of Idaho and certain surrounding states with portions
      in color and the phrase "4 TV Markets Unserved" written across it.]


         LEGEND
         [Colored box.] Households With No Competitive Alternative Today




6        The EchoStar/HUGHES Merger  Source: Nielsen Media Research, Sept. 2001;
                                             SkyResearch, Feb. 2002; EchoStar
                                             and DIRECTV, Jan. 31, 2002





TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER

IDAHO

-        DIRECTV and DISH Network engineering teams have developed a system that
         is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
         company to deliver full local broadcast service, in all 210 U.S.
         television markets, including full compliance with federal must carry
         provisions.

-        The merger of DIRECTV and DISH Network will enable a fully competitive
         cable alternative -- DBS service with local channels -- in EVERY
         television market across the country, including all 5 markets in Idaho.

   [Map of the state of Idaho and certain surrounding states with portions in
        color and the phrase "All 5 Markets Served" written across it.]



         LEGEND
         [Colored box.] TV Households With Competitive Alternative After Merger




7        The EchoStar/HUGHES Merger  Source: Nielsen Media Research, Sept. 2001;
                                             EchoStar, HUGHES, Feb. 2002




WITHOUT MERGER: INEFFICIENT SPECTRUM USE

-        The merger will end the inefficient use of spectrum by eliminating the
         need for each company to transmit more than 500 channels of duplicative
         programming.

-        The merger will combine each company's spectrum and advanced satellite
         assets, making the plan technically achievable.

-        The merger will combine the companies' subscriber bases, making service
         to smaller markets commercially feasible.


[119 degrees]              [110 degrees]               [101 degrees]
[Picture of satellite.]    [Picture of satellite.]     [Picture of satellite.]



[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]



8        The EchoStar/HUGHES Merger          Source: EchoStar, HUGHES, Feb. 2002



WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED

IDAHO

-        Implementation could begin immediately following merger approval, and
         the rollout can be completed as soon as 24 months later, allowing
         delivery of local channels to all .5 million TV households in Idaho.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of Idaho and certain surrounding states with portions in color
 and the phrase "Local Channels, All .5 Million Households" written across it.]

         LEGEND
         [Colored box.] DBS Households Served by Local Channels After Merger




9        The EchoStar/HUGHES Merger  Source: Nielsen Media Research, Sept. 2001;
                                             EchoStar, HUGHES, Feb. 2002


NATIONAL PRICING

-        Consumers across the country will pay the same price for their DBS
         subscription services, regardless of where they reside. We are one
         nation, and we will offer one rate card.

-        For example: a resident of Milwaukee will pay the same fee for his or
         her local channel package as a customer in Cedarville, Ohio; a resident
         of Burlington, Vermont, will pay the same price for HBO as a customer
         in Salt Lake City; and a resident of Mountlake Terrace, Washington,
         will pay the same price for a basic 125-channel programming package as
         a customer in New York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]




10       The EchoStar/HUGHES Merger          Source: EchoStar, HUGHES, Feb. 2002


BROADBAND: THE DIGITAL "HAVE NOTS"

IDAHO

-        Another benefit of the EchoStar and HUGHES merger comes in the form of
         competitively priced high-speed Internet access, and the end of the
         so-called "digital divide" that exists in the "wired" world today.

-        This map clearly shows the areas where households do not have access to
         DSL or cable modem service -- the digital "have nots".

-        The primary reason for this is simply the expense of rolling out
         "wired" technologies, such as DSL and cable modem service, to millions
         of homes, particularly to those beyond the boundaries of urban and
         suburban markets.

-        Both EchoStar and HUGHES believe many of the "have nots" would be
         interested in fairly-priced, bundled video and high-speed data
         services.

              [Map of the state of Idaho with portions in color.]

         LEGEND
         [Colored box.] Households Without Broadband Access



    11       The EchoStar/HUGHES Merger   Source: The Buxton Company, "Broadband
                                                  Deployment," Jan. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"

IDAHO

-        The merger will bridge the digital divide in Idaho by providing
         consumers in every community with a competitively priced high-speed
         "broadband solution" available to them regardless of their location.

-        The efficiencies gained from the merged company's combined customer
         base will enable a high-speed Internet service to be offered that is
         not only price-competitive with existing providers in urban settings,
         but also a tremendous benefit for rural customers for whom DSL and
         cable modem service are unlikely to be available for years to come, if
         ever.

-        The merger will provide the technical and economic infrastructure to
         convert every household in Idaho and the country to a digital "have."

            [Map of the state of Idaho filled entirely with color.]




12       The EchoStar/HUGHES Merger      Source: The Buxton Company, "Broadband
                                                 Deployment," Jan. 2002


ONE NATION, ONE DISH

-        Bringing all local channels and broadband service to all consumers'
         homes is not a simple endeavor. However, the DIRECTV and DISH Network
         engineering teams have designed a system that enables the receipt of
         local channels, other entertainment services AND high-speed Internet
         access using one consumer-friendly mini-dish.

-        An 18 x 22-inch dish will enable the receipt of signals from the merged
         company's three orbital slots.

-        New equipment will process signals from existing spacecraft as well as
         advanced satellites the merged company will launch to deliver the
         remaining local broadcast channels and high-speed Internet services to
         consumers in all states.

-        Equipment will be provided to existing DBS customers AT NO CHARGE --
         including free service call and installation -- to receive their new
         local channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]




13       The EchoStar/HUGHES Merger          Source: EchoStar, HUGHES, Feb. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER

-        Eight years after the introduction of DBS services, 78% of
         multi-channel video subscribers still receive their programming from a
         franchised cable operator.

-        Cable operators' market dominance has been strengthened by their
         upgrades to digital video and cable modem services.

-        The cable industry's market dominance is further evidenced by its
         continual price increases to consumers: 37% on average since 1996.

-        The spectrum constraints which exist today will forever keep a separate
         DIRECTV and DISH Network at a competitive disadvantage to cable for
         those consumers who live in markets where local channels are not
         offered by DBS.

               [Map of the United States with portions in color.]

         LEGEND
         [Colored box.] Households With No Competitive Alternative



14       The EchoStar/HUGHES Merger    Source: FCC Eighth Annual Report, "Annual
                                               Assessment of the Status of
                                               Competition in the Market for the
                                               Delivery of Video Programming,"
                                               Jan. 14, 2002, pp. 11, 87;
                                               EchoStar and DIRECTV, Jan. 31,
                                               2002; "Report on Cable Industry
                                               Prices," Federal Communications
                                               Commission, Feb. 14, 2001, p. 9,
                                               and Dec. 15, 1997, p. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS

-        The merger of spectrum at the three orbital slots eliminates these
         disadvantages through the addition of an enhanced satellite
         infrastructure that will enable delivery of local channels in EVERY one
         of the 210 television markets across the country.

-        The merger of EchoStar and HUGHES ensures that prices for video and
         data services will be the same throughout the country, whether the
         market is rural or urban/suburban: "one nation, one rate card."

-        The merged company will bridge the "digital divide" by moving satellite
         high-speed Internet access from its current high-priced niche to being
         price-competitive with existing providers -- a tremendous benefit for
         rural customers where DSL and cable modem service are unlikely to be
         available for years to come.

-        The EchoStar and HUGHES merger merits broad scale support for the clear
         and definitive benefits it will bring the residents of Idaho and all
         Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

                             107 MILLION HOUSEHOLDS




15       The EchoStar/HUGHES Merger            FCC Eighth Annual Report, "Annual
                                               Assessment of the Status of
                                               Competition in the Market for the
                                               Delivery of Video Programming,"
                                               Jan. 14, 2002, pp. 11, 87;
                                               EchoStar and DIRECTV, Jan. 31,
                                               2002


THE ECHOSTAR/HUGHES MERGER

                  -        Local Channels, All Americans

                  -        One Nation, One Rate Card

                  -        Eliminates the "Digital Divide"

                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS


16       The EchoStar/HUGHES Merger


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER


                                      ****



                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN ILLINOIS

[ECHOSTAR LOGO]                                                   [HUGHES LOGO]

                                                                   February 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER

         February 26, 2002

         EchoStar Communications Corporation, Hughes Electronics and General
         Motors believe that consumers will reap tremendous benefits from the
         merger of EchoStar and HUGHES. The companies' two services, DISH
         Network and DIRECTV(R), today each transmit a total of MORE THAN 500
         IDENTICAL CHANNELS. Consumers will benefit from the massive increase in
         Direct Broadcast Satellite (DBS) satellite capacity that will result
         from the elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a
         direct result of the completion of this merger, consumers across the
         continental United States, Alaska and Hawaii will have access to local
         broadcast channels with digital-quality television picture and
         CD-quality sound IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE
         AND SPECIFICALLY ALL 10 MARKETS IN ILLINOIS.

         Subsequent to the announcement of the merger agreement on October 28,
         2001, a series of pre-merger transition meetings between DISH Network
         and DIRECTV engineers have been held to analyze the technical
         feasibility of a "Local Channels, All Americans" plan by which the
         merged company could offer every U.S. consumer access to
         satellite-delivered local television signals. After an exhaustive
         examination of each company's spectrum and satellite assets, the
         engineers determined that this plan could become a reality. In a
         satellite application filed yesterday with the Federal Communications
         Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
         FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that
         will serve all 210 Designated Market Areas ("DMAs") in the United
         States, including full compliance with must carry requirements.

         New set-top boxes and satellite dishes will be deployed that will be
         capable of receiving satellite signals from multiple orbital positions.
         The new receiving equipment will be made available FREE OF CHARGE to
         all existing DIRECTV and DISH Network subscribers who may need it in
         order to receive their local channels.

                                                                    Continued...


2        The EchoStar/HUGHES Merger


         ...Continued

         Consumers across the country will pay the same price for services
         delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
         regardless of a subscriber's location. Implementation of the plan will
         begin immediately upon regulatory approval of the merger, and the
         rollout can be completed as soon as 24 months thereafter.

         The merged company also will establish itself as a source of meaningful
         satellite-based broadband competition to cable modem and DSL offerings,
         fulfilling the mission to provide affordable high-speed Internet access
         to all of America, including the most rural areas of the country. The
         "digital divide" in the United States is real: some 40 million
         households in the United States do not have access to high-speed
         Internet and data services, in large part due to the high cost of
         wiring homes for these services in less densely populated areas.

         Combined, EchoStar and HUGHES will create a more robust satellite
         platform that will liberate these digital "have nots" by serving every
         household in the nation, including every household in Illinois, and
         will have the subscriber base and financial means to move current
         Ku-band satellite broadband offerings from their status as expensive
         "niche" services to a more competitive price point for consumers, and
         then ensure that next-generation Ka-band satellite broadband service
         becomes a reality for consumers everywhere in the United States.

         The combined EchoStar-HUGHES will achieve a new level of vigorous
         competition to incumbent cable operators, and will not have
         anticompetitive effects in any market. As this booklet illustrates, the
         benefits from this merger will allow all consumers in Illinois to
         receive their full complement of local channels and national
         entertainment networks, as well as provide a new source of meaningful
         satellite-based broadband competition.

                                      # # #


3        The EchoStar/HUGHES Merger


CABLE FRANCHISE AREAS

ILLINOIS

-        Despite the rapid growth of DBS since 1994, cable television clearly
         remains the dominant provider of multi-channel pay TV services across
         Illinois.

-        About 2.9 million of the 4.4 million TV households in Illinois
         subscribe to a cable service, which equates to about 65% of all
         Illinois households.

             [Map of the state of Illinois with portions in color.]

         LEGEND
         [Colored box.] Cable Franchise Areas

                                                  Source: SkyResearch, Feb. 2002


4        The EchoStar/HUGHES Merger


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS

ILLINOIS

-        In Illinois, only those DBS TV households within the Chicago and St.
         Louis television markets have a fully competitive multi-channel
         alternative to cable -- WITH local channels.

-        Competitive alternatives to cable did not seriously take form until the
         launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-        DBS offered more channels and superior picture and sound quality
         compared to cable, with one notable exception: consumers were not able
         to receive their local channels via satellite.

-        In 1999, Congress changed the law, allowing satellite carriers to offer
         local channels. Only at this point did DBS become a viable competitive
         alternative to cable, at least in the two markets in Illinois in which
         DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Illinois and certain surrounding states with portions in
    color and with the phrase "847,000 DBS Subscribers" written across it.]

         LEGEND
         [Colored box.] Households With Access to DBS With Local Channels

             Source: Nielsen Media Research, Sept. 2001; SkyResearch, Feb. 2002;
                                             EchoStar and DIRECTV, Jan. 31, 2002


5        The EchoStar/HUGHES Merger


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY

ILLINOIS

-        As shown by this map, Illinois TV households outside the Chicago and
         St. Louis television markets do not have a true competitive alternative
         to cable.

-        Customers who live in markets in which DBS does not provide local
         channels are forced to either pay additional subscription fees for a
         basic cable service to receive their local channels, or install an
         off-air roof-top antenna -- and hope for good reception.

-        Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
         provide all local channels as well as the national pay cable networks
         to viewers in every one of the 10 local channel markets in Illinois.

   [Map of the state of Illinois and certain surrounding states with portions
      in color and the phrase "8 TV Markets Unserved" written across it.]


         LEGEND
         [Colored box.] Households With No Competitive AlternativeToday

             Source: Nielsen Media Research, Sept. 2001; SkyResearch, Feb. 2002;
                                             EchoStar and DIRECTV, Jan. 31, 2002


6        The EchoStar/HUGHES Merger


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER

         ILLINOIS

-        DIRECTV and DISH Network engineering teams have developed a system that
         is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
         company to deliver full local broadcast service, in all 210 U.S.
         television markets, including full compliance with federal must carry
         provisions.

-        The merger of DIRECTV and DISH Network will enable a fully competitive
         cable alternative -- DBS service with local channels -- in EVERY
         television market across the country, including all 10 markets in
         Illinois.

 [Map of the state of Illinois and certain surrounding states with portions in
        color and the phrase "All 10 Markets Served" written across it.]


         LEGEND
         [Colored box.] TV Households With Competitive Alternative After Merger

         Source: Nielsen Media Research, Sept. 2001; EchoStar, HUGHES, Feb. 2002


7        The EchoStar/HUGHES Merger


WITHOUT MERGER:  INEFFICIENT SPECTRUM USE

-        The merger will end the inefficient use of spectrum by eliminating the
         need for each company to transmit more than 500 channels of duplicative
         programming.

-        The merger will combine each company's spectrum and advanced satellite
         assets, making the plan technically achievable.

-        The merger will combine the companies' subscriber bases, making service
         to smaller markets commercially feasible.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]


                                             Source: EchoStar, HUGHES, Feb. 2002


8        The EchoStar/HUGHES Merger

WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED

ILLINOIS


-    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 4.4 million TV households in Illinois.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

    [Map of the state Illinois and certain surrounding states with portions
  in color and the phrase "Local Channels, All 4.4 Million Households" written
                                  across it.]


         LEGEND
         [Colored box.] DBS Households Served by Local Channels After Merger

         Source: Nielsen Media Research, Sept. 2001; EchoStar, HUGHES, Feb. 2002

9    The EchoStar/HUGHES Merger



NATIONAL PRICING

-    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

-    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


10   The EchoStar/HUGHES Merger              Source: EchoStar, HUGHES, Feb. 2002



BROADBAND:  THE DIGITAL "HAVE NOTS"

ILLINOIS

-    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today

-    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

-    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

-    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly- priced, bundled video and high-speed data services.


             [Map of the state of Illinois with portions in color.]


     LEGEND
     [Colored box.] Households Without Broadband Access

                   Source: The Buxton Company, "Broadband Deployment," Jan. 2002

11   The EchoStar/HUGHES Merger


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"

ILLINOIS


-    The merger will bridge the digital divide in Illinois by providing
     consumers in every community with a competitively priced high- speed
     "broadband solution" available to them regardless of their location.

-    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

-    The merger will provide the technical and economic infrastructure to
     convert every household in Illinois and the country to a digital "have."


           [Map of the state of Illinois filled entirely with color.]


                   Source: The Buxton Company, "Broadband Deployment," Jan. 2002

12   The EchoStar/HUGHES Merger




ONE NATION, ONE DISH

-    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

-    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

-    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

-    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.


[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]

                                             Source: EchoStar, HUGHES, Feb. 2002

13   The EchoStar/HUGHES Merger



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER

-    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

-    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

-    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

-    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative



14       The EchoStar/HUGHES Merger      Source: FCC Eighth Annual Report,
                                                 "Annual Assessment of the
                                                 Status of Competition in the
                                                 Market for the Delivery of
                                                 Video Programming,"
                                                 Jan. 14, 2002, pp. 11, 87;
                                                 EchoStar and DIRECTV, Jan. 31,
                                                 2002; "Report on Cable
                                                 Industry Prices," Federal
                                                 Communications Commission,
                                                 Feb. 14, 2001, p. 9, and
                                                 Dec. 15, 1997, p. 7




LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS

-    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

-    The merger of EchoStar and HUGHES ensures that prices for video and data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

-    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

-    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Illinois and all
     Americans.


   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]



                      FCC Eighth Annual Report, "Annual Assessment of the Status
            of Competition in the Market for the Delivery of Video Programming,"
                  Jan. 14, 2002, pp. 11, 87; EchoStar and DIRECTV, Jan. 31, 2002

15       The EchoStar/HUGHES Merger




THE ECHOSTAR/HUGHES MERGER

                       - Local Channels, All Americans

                       - One Nation, One Rate Card

                       - Eliminates the "Digital Divide"


                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS



16       The EchoStar/HUGHES Merger




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER








                                    * * * *








                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN INDIANA


             [ECHOSTAR LOGO]                           [HUGUES LOGO]



                                                                   February 2002





THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER


     February 26, 2002

     EchoStar Communications Corporation, Hughes Electronics and General Motors
     believe that consumers will reap tremendous benefits from the merger of
     EchoStar and HUGHES. The companies' two services, DISH Network and
     DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
     CHANNELS. Consumers will benefit from the massive increase in Direct
     Broadcast Satellite (DBS) satellite capacity that will result from the
     elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result of
     the completion of this merger, consumers across the continental United
     States, Alaska and Hawaii will have access to local broadcast channels with
     digital-quality television picture and CD-quality sound IN EVERY ONE OF THE
     210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10 MARKETS IN
     INDIANA.

     Subsequent to the announcement of the merger agreement on October 28, 2001,
     a series of pre-merger transition meetings between DISH Network and DIRECTV
     engineers have been held to analyze the technical feasibility of a "Local
     Channels, All Americans" plan by which the merged company could offer every
     U.S. consumer access to satellite-delivered local television signals. After
     an exhaustive examination of each company's spectrum and satellite assets,
     the engineers determined that this plan could become a reality. In a
     satellite application filed yesterday with the Federal Communications
     Commission, EchoStar and HUGHES detailed A TECHNICALLY AND COMMERCIALLY
     FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that will
     serve all 210 Designated Market Areas ("DMAs") in the United States,
     including full compliance with must carry requirements.

     New set-top boxes and satellite dishes will be deployed that will be
     capable of receiving satellite signals from multiple orbital positions. The
     new receiving equipment will be made available FREE OF CHARGE to all
     existing DIRECTV and DISH Network subscribers who may need it in order to
     receive their local channels.



                                                                    Continued...

2    The EchoStar/HUGHES Merger



     ...Continued


     Consumers across the country will pay the same price for services delivered
     by the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
     subscriber's location. Implementation of the plan will begin immediately
     upon regulatory approval of the merger, and the rollout can be completed as
     soon as 24 months thereafter.

     The merged company also will establish itself as a source of meaningful
     satellite-based broadband competition to cable modem and DSL offerings,
     fulfilling the mission to provide affordable high-speed Internet access to
     all of America, including the most rural areas of the country. The "digital
     divide" in the United States is real: some 40 million households in the
     United States do not have access to high-speed Internet and data services,
     in large part due to the high cost of wiring homes for these services in
     less densely populated areas.

     Combined, EchoStar and HUGHES will create a more robust satellite platform
     that will liberate these digital "have nots" by serving every household in
     the nation, including every household in Indiana, and will have the
     subscriber base and financial means to move current Ku-band satellite
     broadband offerings from their status as expensive "niche" services to a
     more competitive price point for consumers, and then ensure that
     next-generation Ka-band satellite broadband service becomes a reality for
     consumers everywhere in the United States.

     The combined EchoStar-HUGHES will achieve a new level of vigorous
     competition to incumbent cable operators, and will not have anticompetitive
     effects in any market. As this booklet illustrates, the benefits from this
     merger will allow all consumers in Indiana to receive their full complement
     of local channels and national entertainment networks, as well as provide a
     new source of meaningful satellite-based broadband competition.



                                      # # #


3    The EchoStar/HUGHES Merger




CABLE FRANCHISE AREAS

INDIANA


-    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Indiana.

-    About 1.4 million of the 2.3 million TV households in Indiana subscribe to
     a cable service, which equates to about 63% of all Indiana households.



             [Map of the state of Indiana with portions in color.]

     Legend
     [Colored box.] Cable Franchise Areas




4    The EchoStar/HUGHES Merger                   Source: SkyResearch, Feb. 2002




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS

INDIANA


-    In Indiana, only those DBS TV households within the Chicago, Cincinnati and
     Indianapolis television markets have a fully competitive multi-channel
     alternative to cable -- WITH local channels.

-    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

-    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the three markets in Indiana in which
     DIRECTV and DISH Network began delivering local channels.



  [Map of the state of Indiana and certain surrounding states with portions in
    color and with the phrase "612,000 DBS Subscribers" written across it.]


     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels




5    The EchoStar/HUGHES Merger    Source: Nielsen Media Research, Sept. 2001;
                                           SkyResearch, Feb. 2002; EchoStar and
                                           DIRECTV, Jan. 31, 2002


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY

INDIANA


-    As shown by this map, Indiana TV households outside the Chicago, Cincinnati
     and Indianapolis television markets do not have a true competitive
     alternative to cable.

-    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

-    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 10 local channel markets in Indiana.


   [Map of the state of Indiana and certain surrounding states with portions
      in color and the phrase "7 TV Markets Unserved" written across it.]


     LEGEND
     [Colored box.] Households With No Competitive Alternative Today




6    The EchoStar/HUGHES Merger      Source: Nielsen Media Research, Sept. 2001;
                                             SkyResearch, Feb. 2002; EchoStar
                                             and DIRECTV, Jan. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER

INDIANA

-    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

-    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 10 markets in Indiana.


  [Map of the state of Indiana and certain surrounding states with portions in
        color and the phrase "All 10 Markets Served" written across it.]


     Legend
     [Colored box.] TV Households With Competitive Alternative After Merger

7    The EchoStar/HUGHES Merger      Source: Nielsen Media Research, Sept. 2001;
                                             EchoStar, HUGHES, Feb. 2002





WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED

INDIANA


-    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 2.3 million TV households in Indiana.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

  [Map of the state of Indiana and certain surrounding states with portions in
   color and the phrase "Local Channels, All 2.3 Million Households" written
                                  across it.]


     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

9    The EchoStar/HUGHES Merger      Source: Nielsen Media Research, Sept. 2001;
                                             EchoStar, HUGHES, Feb. 2002





NATIONAL PRICING

-    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

-    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.


 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


10   The EchoStar/HUGHES Merger               Source: EchoStar/HUGHES, Feb. 2002






BROADBAND:  THE DIGITAL "HAVE NOTS"

INDIANA


-    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today

-    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

-    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

-    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly- priced, bundled video and high-speed data services.


             [Map of the state of Indiana with portions in color.]

     LEGEND
     [Colored box.] Households Without Broadband Access

11   The EchoStar/HUGHES Merger        Source: The Buxton Company, "Broadband
                                               Deployment," Jan. 2002





MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"

INDIANA


-    The merger will bridge the digital divide in Indiana by providing consumers
     in every community with a competitively priced high- speed "broadband
     solution" available to them regardless of their location.

-    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

-    The merger will provide the technical and economic infrastructure to
     convert every household in Indiana and the country to a digital "have."


           [Map of the state of Indiana filled entirely with color.]

12   The EchoStar/HUGHES Merger                Source: The Buxton Company,
                                                       "Broadband Deployment,"
                                                       Jan. 2002





ONE NATION, ONE DISH

-    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

-    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

-    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

-    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]



13   The EchoStar/HUGHES Merger              Source: EchoStar, HUGHES, Feb. 2002



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER

-    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

-    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

-    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

-    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative








14   The EchoStar/HUGHES Merger  Source: FCC Eighth Annual Report, "Annual
                                         Assessment of the Status of
                                         Competition in the Market for the
                                         Delivery of Video Programming,"
                                         Jan. 14, 2002, pp. 11, 87;
                                         EchoStar and DIRECTV, Jan. 31, 2002;
                                         "Report on Cable Industry Prices,"
                                         Federal Communications Commission,
                                         Feb. 14, 2001, p. 9, and Dec. 15, 1997,
                                         p. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS

-    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

-    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

-    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

-    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Indiana and all
     Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]




15   The EchoStar/HUGHES Merger         FCC Eighth Annual Report "Annual
                                        Assessment of the Status of Competition
                                        in the Market for the Delivery of Video
                                        Programming," Jan. 14, 2002, pp. 11, 87;
                                        EchoStar and DIRECTV, Jan. 31, 2002



THE ECHOSTAR/HUGHES MERGER

                       - Local Channels, All Americans
                       - One Nation, One Rate Card
                       - Eliminates the "Digital Divide"


                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS



16   The EchoStar/HUGHES Merger



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER







                                    * * * *








--------------------------------------------------------------------------------




                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                            FOR ALL CONSUMERS IN IOWA



[ECHOSTAR LOGO]                                             [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   February 2002





THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


        February 26, 2002

        EchoStar Communications Corporation, Hughes Electronics and General
        Motors believe that consumers will reap tremendous benefits from the
        merger of EchoStar and HUGHES. The companies' two services, DISH Network
        and DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
        CHANNELS. Consumers will benefit from the massive increase in Direct
        Broadcast Satellite (DBS) satellite capacity that will result from the
        elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result
        of the completion of this merger, consumers across the continental
        United States, Alaska and Hawaii will have access to local broadcast
        channels with digital-quality television picture and CD-quality sound IN
        EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL
        10 MARKETS IN IOWA.

        Subsequent to the announcement of the merger agreement on October 28,
        2001, a series of pre-merger transition meetings between DISH Network
        and DIRECTV engineers have been held to analyze the technical
        feasibility of a "Local Channels, All Americans" plan by which the
        merged company could offer every U.S. consumer access to
        satellite-delivered local television signals. After an exhaustive
        examination of each company's spectrum and satellite assets, the
        engineers determined that this plan could become a reality. In a
        satellite application filed yesterday with the Federal Communications
        Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
        FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that
        will serve all 210 Designated Market Areas ("DMAs") in the United
        States, including full compliance with must carry requirements.

        New set-top boxes and satellite dishes will be deployed that will be
        capable of receiving satellite signals from multiple orbital positions.
        The new receiving equipment will be made available FREE OF CHARGE to all
        existing DIRECTV and DISH Network subscribers who may need it in order
        to receive their local channels.



                                                                   CONTINUED...
--------------------------------------------------------------------------------
2   THE ECHOSTAR/HUGHES MERGER





--------------------------------------------------------------------------------

        ...CONTINUED

        Consumers across the country will pay the same price for services
        delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
        regardless of a subscriber's location. Implementation of the plan will
        begin immediately upon regulatory approval of the merger, and the
        rollout can be completed as soon as 24 months thereafter.

        The merged company also will establish itself as a source of meaningful
        satellite-based broadband competition to cable modem and DSL offerings,
        fulfilling the mission to provide affordable high-speed Internet access
        to all of America, including the most rural areas of the country. The
        "digital divide" in the United States is real: some 40 million
        households in the United States do not have access to high-speed
        Internet and data services, in large part due to the high cost of wiring
        homes for these services in less densely populated areas.

        Combined, EchoStar and HUGHES will create a more robust satellite
        platform that will liberate these digital "have nots" by serving every
        household in the nation, including every household in Iowa, and will
        have the subscriber base and financial means to move current Ku-band
        satellite broadband offerings from their status as expensive "niche"
        services to a more competitive price point for consumers, and then
        ensure that next-generation Ka-band satellite broadband service becomes
        a reality for consumers everywhere in the United States.

        The combined EchoStar-HUGHES will achieve a new level of vigorous
        competition to incumbent cable operators, and will not have
        anticompetitive effects in any market. As this booklet illustrates, the
        benefits from this merger will allow all consumers in Iowa to receive
        their full complement of local channels and national entertainment
        networks, as well as provide a new source of meaningful satellite-based
        broadband competition.

                                      # # #



--------------------------------------------------------------------------------
3   THE ECHOSTAR/HUGHES MERGER






CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------


IOWA


-    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across Iowa.

-    About .7 million of the 1.1 million TV households in Iowa subscribe to a
     cable service, which equates to about 64% of all Iowa households.



               [Map of the state of Iowa with portions in color.]




     LEGEND
     [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER          SOURCE: SKYRESEARCH, FEB. 2002





HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------


-    Today only 65 million TV households, those within the 42 television markets
     served by DIRECTV and DISH Network, have a fully competitive multi-channel
     alternative to cable -- with local channels.

-    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV in 1994, later joined by DISH Network in 1996.

-    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

-    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in those markets in which DIRECTV and DISH
     Network began delivering local channels.



                             65 MILLION HOUSEHOLDS

               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels



--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER          SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
                                                MEDIA RESEARCH, SEPT. 2001;
                                                ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002





HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

[IOWA]


-    As shown by this map, Iowa TV households do not have a true competitive
     alternative to cable.

-    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

-    Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
     provide any local channels to any of the 10 local markets in Iowa.



[Map of the state of Iowa and certain surrounding states with portions in color
          and the phrase "10 TV Markets Unserved" written across it.]




     LEGEND
     [Colored box.] Households With No Competitive Alternative Today




--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; SKYRESEARCH, FEB. 2002;
                                                ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002




TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------


[IOWA]


-    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

-    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 10 markets in Iowa.



[Map of the state of Iowa and certain surrounding states with portions in color
           and the phrase "All 10 Markets Served" written across it.]





     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger



--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; ECHOSTAR, HUGHES,
                                                FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------


-    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

-    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

-    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.


     [119 degrees]             [110 degrees]             [101 degrees]
     [Picture of satellite.]   [Picture of satellite.]   [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]





--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002





WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------


[IOWA]


-    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 1.1 million TV households in Iowa.





     [119 degrees]             [110 degrees]             [101 degrees]
     [Picture of satellite.]   [Picture of satellite.]   [Picture of satellite.]


[Map of the state of Iowa and certain surrounding states with portions in color
and the phrase "Local Channels, All 1.1 Million Households" written across it.]


     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger



--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH,
                                                SEPT. 2001; ECHOSTAR, HUGHES,
                                                FEB. 2002





NATIONAL PRICING
--------------------------------------------------------------------------------


-    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

-    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.






     [Map of the United States with the phrase "One Nation, One Rate Card"
                              written across it.]







--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002





BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------


[IOWA]


-    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

-    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

-    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

-    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.





               [Map of the state of Iowa with portions in color.]




     LEGEND
     [Colored box.] Households Without Broadband Access



--------------------------------------------------------------------------------

11  THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002






MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------


[IOWA]


-    The merger will bridge the digital divide in Iowa by providing consumers in
     every community with a competitively priced high-speed "broadband
     solution" available to them regardless of their location.

-    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

-    The merger will provide the technical and economic infrastructure to
     convert every household in Iowa and the country to a digital "have."





             [Map of the state of Iowa filled entirely with color.]




--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002





ONE NATION, ONE DISH
--------------------------------------------------------------------------------


-    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

-    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

-    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

-    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.


        [Photo of a man on a ladder installing a DirecTV satellite dish
                            on the side of a house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------


-    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

-    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

-    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

-    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.





               [Map of the United States with portions in color.]





     LEGEND
     [Colored box.] Households With No Competitive Alternative



--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER          SOURCE: FCC EIGHTH ANNUAL REPORT,
                                                "ANNUAL ASSESSMENT OF THE STATUS
                                                OF COMPETITION IN THE MARKET FOR
                                                THE DELIVERY OF VIDEO
                                                PROGRAMMING," JAN. 14, 2002, PP.
                                                11, 87; ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002; "REPORT ON CABLE
                                                INDUSTRY PRICES," FEDERAL
                                                COMMUNICATIONS COMMISSION, FEB.
                                                14, 2001, P. 9, AND DEC. 15,
                                                1997, P. 7





LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

-    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

-    The merger of EchoStar and HUGHES ensures that prices for video and data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

-    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

-    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Iowa and all Americans.


       [Map of the United States with the phrase "107 Million Households"
                              written across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER          FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                        ECHOSTAR AND DIRECTV, JAN. 31, 2002






THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------



                    -    Local Channels, All Americans

                    -    One Nation, One Rate Card

                    -    Eliminates the "Digital Divide"




                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS




--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER





SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER






                                    * * * *


--------------------------------------------------------------------------------

                           THE ECHOSTAR/HUGHES MERGER
                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN KANSAS

[ECHOSTAR LOGO]                                                    [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   February 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

       February 26, 2002

       EchoStar Communications Corporation, Hughes Electronics and General
       Motors believe that consumers will reap tremendous benefits from the
       merger of EchoStar and HUGHES. The companies' two services, DISH Network
       and DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
       CHANNELS. Consumers will benefit from the massive increase in Direct
       Broadcast Satellite (DBS) satellite capacity that will result from the
       elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result
       of the completion of this merger, consumers across the continental United
       States, Alaska and Hawaii will have access to local broadcast channels
       with digital-quality television picture and CD-quality sound IN EVERY ONE
       OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 8 MARKETS
       IN KANSAS.

       Subsequent to the announcement of the merger agreement on October 28,
       2001, a series of pre-merger transition meetings between DISH Network and
       DIRECTV engineers have been held to analyze the technical feasibility of
       a "Local Channels, All Americans" plan by which the merged company could
       offer every U.S. consumer access to satellite-delivered local television
       signals. After an exhaustive examination of each company's spectrum and
       satellite assets, the engineers determined that this plan could become a
       reality. In a satellite application filed yesterday with the Federal
       Communications Commission, EchoStar and HUGHES detailed a TECHNICALLY AND
       COMMERCIALLY FEASIBLE PLAN to build, launch and operate spot-beam
       spacecraft that will serve all 210 Designated Market Areas ("DMAs") in
       the United States, including full compliance with must carry
       requirements.

       New set-top boxes and satellite dishes will be deployed that will be
       capable of receiving satellite signals from multiple orbital positions.
       The new receiving equipment will be made available FREE OF CHARGE to all
       existing DIRECTV and DISH Network subscribers who may need it in order to
       receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2   THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------

       ...CONTINUED

       Consumers across the country will pay the same price for services
       delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
       regardless of a subscriber's location. Implementation of the plan will
       begin immediately upon regulatory approval of the merger, and the rollout
       can be completed as soon as 24 months thereafter.

       The merged company also will establish itself as a source of meaningful
       satellite-based broadband competition to cable modem and DSL offerings,
       fulfilling the mission to provide affordable high-speed Internet access
       to all of America, including the most rural areas of the country. The
       "digital divide" in the United States is real: some 40 million households
       in the United States do not have access to high-speed Internet and data
       services, in large part due to the high cost of wiring homes for these
       services in less densely populated areas.

       Combined, EchoStar and HUGHES will create a more robust satellite
       platform that will liberate these digital "have nots" by serving every
       household in the nation, including every household in Kansas, and will
       have the subscriber base and financial means to move current Ku-band
       satellite broadband offerings from their status as expensive "niche"
       services to a more competitive price point for consumers, and then ensure
       that next-generation Ka-band satellite broadband service becomes a
       reality for consumers everywhere in the United States.

       The combined EchoStar-HUGHES will achieve a new level of vigorous
       competition to incumbent cable operators, and will not have
       anticompetitive effects in any market. As this booklet illustrates, the
       benefits from this merger will allow all consumers in Kansas to receive
       their full complement of local channels and national entertainment
       networks, as well as provide a new source of meaningful satellite-based
       broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3   THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

KANSAS

-      Despite the rapid growth of DBS since 1994, cable television clearly
       remains the dominant provider of multi-channel pay TV services across
       Kansas.

-      About .7 million of the 1 million TV households in Kansas subscribe to a
       cable service, which equates to about 69% of all Kansas households.





              [Map of the state of Kansas with portions in color.]





       LEGEND
       [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

KANSAS

-      In Kansas, only those DBS TV households within the Kansas City television
       market have a fully competitive multi-channel alternative to cable --
       WITH local channels.

-      Competitive alternatives to cable did not seriously take form until the
       launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-      DBS offered more channels and superior picture and sound quality compared
       to cable, with one notable exception: consumers were not able to receive
       their local channels via satellite.

-      In 1999, Congress changed the law, allowing satellite carriers to offer
       local channels. Only at this point did DBS become a viable competitive
       alternative to cable, at least in the one market in Kansas in which
       DIRECTV and DISH Network began delivering local channels.





  [Map of the state of Kansas and certain surrounding states with portions in
    color and with the phrase "217,000 DBS Subscribers" written across it.]





       LEGEND
       [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                         SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002




HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

KANSAS

-      As shown by this map, Kansas TV households outside the Kansas City
       television market do not have a true competitive alternative to cable.

-      Customers who live in markets in which DBS does not provide local
       channels are forced to either pay additional subscription fees for a
       basic cable service to receive their local channels, or install an
       off-air roof-top antenna -- and hope for good reception.

-      Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
       provide all local channels as well as the national pay cable networks to
       viewers in every one of the 8 local channel markets in Kansas.





    [Map of the state of Kansas and certain surrounding states with portions
      in color and the phrase "7 TV Markets Unserved" written across it.]





       LEGEND
       [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                         SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002




TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

KANSAS

-      DIRECTV and DISH Network engineering teams have developed a system that
       is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
       company to deliver full local broadcast service, in all 210 U.S.
       television markets, including full compliance with federal must carry
       provisions.

-      The merger of DIRECTV and DISH Network will enable a fully competitive
       cable alternative -- DBS service with local channels -- in EVERY
       television market across the country, including all 8 markets in Kansas.



  [Map of the state of Kansas and certain surrounding states with portions in
        color and the phrase "All 8 Markets Served" written across it.]



       LEGEND
       [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002




WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

-      The merger will end the inefficient use of spectrum by eliminating the
       need for each company to transmit more than 500 channels of duplicative
       programming.

-      The merger will combine each company's spectrum and advanced satellite
       assets, making the plan technically achievable.

-      The merger will combine the companies' subscriber bases, making service
       to smaller markets commercially feasible.



[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]





--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002




WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

KANSAS

-      Implementation could begin immediately following merger approval, and the
       rollout can be completed as soon as 24 months later, allowing delivery of
       local channels to all 1 million TV households in Kansas.





[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

  [Map of the state of Kansas and certain surrounding states with portions in
        color and the phrase "Local Channels, All 1 Million Households"
                              written across it.]





       LEGEND
       [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002




NATIONAL PRICING
--------------------------------------------------------------------------------

-      Consumers across the country will pay the same price for their DBS
       subscription services, regardless of where they reside. We are one
       nation, and we will offer one rate card.

-      For example: a resident of Milwaukee will pay the same fee for his or her
       local channel package as a customer in Cedarville, Ohio; a resident of
       Burlington, Vermont, will pay the same price for HBO as a customer in
       Salt Lake City; and a resident of Mountlake Terrace, Washington, will pay
       the same price for a basic 125-channel programming package as a customer
       in New York City.




 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]





--------------------------------------------------------------------------------
10   THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

KANSAS

-      Another benefit of the EchoStar and HUGHES merger comes in the form of
       competitively priced high-speed Internet access, and the end of the
       so-called "digital divide" that exists in the "wired" world today.

-      This map clearly shows the areas where households do not have access to
       DSL or cable modem service -- the digital "have nots".

-      The primary reason for this is simply the expense of rolling out "wired"
       technologies, such as DSL and cable modem service, to millions of homes,
       particularly to those beyond the boundaries of urban and suburban
       markets.

-      Both EchoStar and HUGHES believe many of the "have nots" would be
       interested in fairly-priced, bundled video and high-speed data services.





              [Map of the state of Kansas with portions in color.]





       LEGEND
       [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11   THE ECHOSTAR/HUGHES MERGER                      SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002




MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

KANSAS

-      The merger will bridge the digital divide in Kansas by providing
       consumers in every community with a competitively priced high-speed
       "broadband solution" available to them regardless of their location.

-      The efficiencies gained from the merged company's combined customer base
       will enable a high-speed Internet service to be offered that is not only
       price-competitive with existing providers in urban settings, but also a
       tremendous benefit for rural customers for whom DSL and cable modem
       service are unlikely to be available for years to come, if ever.

-      The merger will provide the technical and economic infrastructure to
       convert every household in Kansas and the country to a digital "have."





            [Map of the state of Kansas filled entirely with color.]





--------------------------------------------------------------------------------
12   THE ECHOSTAR/HUGHES MERGER                      SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002




ONE NATION, ONE DISH
--------------------------------------------------------------------------------

-      Bringing all local channels and broadband service to all consumers' homes
       is not a simple endeavor. However, the DIRECTV and DISH Network
       engineering teams have designed a system that enables the receipt of
       local channels, other entertainment services AND high-speed Internet
       access using one consumer-friendly mini-dish.

-      An 18 x 22-inch dish will enable the receipt of signals from the merged
       company's three orbital slots.

-      New equipment will process signals from existing spacecraft as well as
       advanced satellites the merged company will launch to deliver the
       remaining local broadcast channels and high-speed Internet services to
       consumers in all states.

-      Equipment will be provided to existing DBS customers AT NO CHARGE --
       including free service call and installation -- to receive their new
       local channels.




[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]





--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

-      Eight years after the introduction of DBS services, 78% of multi-channel
       video subscribers still receive their programming from a franchised cable
       operator.

-      Cable operators' market dominance has been strengthened by their upgrades
       to digital video and cable modem services.

-      The cable industry's market dominance is further evidenced by its
       continual price increases to consumers: 37% on average since 1996.

-      The spectrum constraints which exist today will forever keep a separate
       DIRECTV and DISH Network at a competitive disadvantage to cable for those
       consumers who live in markets where local channels are not offered by
       DBS.




               [Map of the United States with portions in color.]





       LEGEND
       [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14   THE ECHOSTAR/HUGHES MERGER                SOURCE: FCC EIGHTH ANNUAL REPORT,
                                             "ANNUAL ASSESSMENT OF THE STATUS OF
                                               COMPETITION IN THE MARKET FOR THE
                                                 DELIVERY OF VIDEO PROGRAMMING,"
                                                      JAN. 14, 2002, PP. 11, 87;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002;
                                              "REPORT ON CABLE INDUSTRY PRICES,"
                                              FEDERAL COMMUNICATIONS COMMISSION,
                                                        FEB. 14, 2001, P. 9, AND
                                                             DEC. 15, 1997, P. 7




LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

-      The merger of spectrum at the three orbital slots eliminates these
       disadvantages through the addition of an enhanced satellite
       infrastructure that will enable delivery of local channels in EVERY one
       of the 210 television markets across the country.

-      The merger of EchoStar and HUGHES ensures that prices for video AND data
       services will be the same throughout the country, whether the market is
       rural or urban/suburban: "one nation, one rate card."

-      The merged company will bridge the "digital divide" by moving satellite
       high-speed Internet access from its current high-priced niche to being
       price-competitive with existing providers -- a tremendous benefit for
       rural customers where DSL and cable modem service are unlikely to be
       available for years to come.

-      The EchoStar and HUGHES merger merits broad scale support for the clear
       and definitive benefits it will bring the residents of Kansas and all
       Americans.




   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]





--------------------------------------------------------------------------------
15   THE ECHOSTAR/HUGHES MERGER                FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                         ASSESSMENT OF THE STATUS OF COMPETITION
                                         IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002




THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------



- Local Channels, All Americans

- One Nation, One Rate Card

- Eliminates the "Digital Divide"



                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS




--------------------------------------------------------------------------------
16   THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER













                                      ****

--------------------------------------------------------------------------------




                            THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN KENTUCKY



[ECHOSTAR LOGO]                                                [HUGHES LOGO]


--------------------------------------------------------------------------------
                                                                   February 2002


THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10
MARKETS IN KENTUCKY.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed A TECHNICALLY AND COMMERCIALLY FEASIBLE plan to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------
....CONTINUED


Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Kentucky, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Kentucky to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #


--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

KENTUCKY

- Despite the rapid growth of DBS since 1994, cable television clearly remains
  the dominant provider of multi-channel pay TV services across Kentucky.

- About 1.0 million of the 1.5 million TV households in Kentucky subscribe to a
  cable service, which equates to about 66% of all Illinois households.



             [Map of the state of Kentucky with portions in color.]




  LEGEND
  [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

KENTUCKY

- In Kentucky, only those DBS TV households within the Cincinnati and Nashville
  television markets have a fully competitive multi-channel alternative to cable
  --WITH local channels.

- Competitive alternatives to cable did not seriously take form until the launch
  of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

- DBS offered more channels and superior picture and sound quality compared to
  cable, with one notable exception: consumers were not able to receive their
  local channels via satellite.

- In 1999, Congress changed the law, allowing satellite carriers to offer local
  channels. Only at this point did DBS become a viable competitive alternative
  to cable, at least in the two markets in Kentucky in which DIRECTV and DISH
  Network began delivering local channels.



 [Map of the state of Kentucky and certain surrounding states with portions in
    color and with the phrase "420,000 DBS Subscribers" written across it.]





  LEGEND
  [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                                          DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

KENTUCKY

- As shown by this map, Kentucky TV households outside the Cincinnati and
  Nashville television markets do not have a true competitive alternative to
  cable.

- Customers who live in markets in which DBS does not provide local channels are
  forced to either pay additional subscription fees for a basic cable service to
  receive their local channels, or install an off-air roof-top antenna -- and
  hope for good reception.

- Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
  all local channels as well as the national pay cable networks to viewers in
  every one of the 10 local channel markets in Kentucky.


   [Map of the state of Kentucky and certain surrounding states with portions
      in color and the phrase "8 TV Markets Unserved" written across it.]




  LEGEND
  [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                   SKYRESEARCH, FEB. 2002; ECHOSTAR AND DIRECTV,
                                                                   JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

KENTUCKY

- DIRECTV and DISH Network engineering teams have developed a system that is
  TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
  deliver full local broadcast service, in all 210 U.S. television markets,
  including full compliance with federal must carry provisions.

- The merger of DIRECTV and DISH Network will enable a fully competitive cable
  alternative -- DBS service with local channels -- in EVERY television market
  across the country, including all 10 markets in Kentucky.



 [Map of the state of Kentucky and certain surrounding states with portions in
        color and the phrase "All 10 Markets Served" written across it.]




  LEGEND
  [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002



WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

- The merger will end the inefficient use of spectrum by eliminating the need
  for each company to transmit more than 500 channels of duplicative
  programming.

- The merger will combine each company's spectrum and advanced satellite assets,
  making the plan technically achievable.

- The merger will combine the companies' subscriber bases, making service to
  smaller markets commercially feasible.


[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]



--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED

--------------------------------------------------------------------------------

KENTUCKY

- Implementation could begin immediately following merger approval, and the
  rollout can be completed as soon as 24 months later, allowing delivery of
  local channels to all 1.5 million TV households in Kentucky.




[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

 [Map of the state of Kentucky and certain surrounding states with portions in
   color and the phrase "Local Channels, All 1.5 Million Households" written
                                  across it.]






  LEGEND
  [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING

--------------------------------------------------------------------------------

- Consumers across the country will pay the same price for their DBS
  subscription services, regardless of where they reside. We are one nation, and
  we will offer one rate card.

- For example: a resident of Milwaukee will pay the same fee for his or her
  local channel package as a customer in Cedarville, Ohio; a resident of
  Burlington, Vermont, will pay the same price for HBO as a customer in Salt
  Lake City; and a resident of Mountlake Terrace, Washington, will pay the same
  price for a basic 125-channel programming package as a customer in New York
  City.


 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]



--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

KENTUCKY

- Another benefit of the EchoStar and HUGHES merger comes in the form of
  competitively priced high-speed Internet access, and the end of the so-called
  "digital divide" that exists in the "wired" world today.

- This map clearly shows the areas where households do not have access to DSL or
  cable modem service--the digital "have nots".

- The primary reason for this is simply the expense of rolling out "wired"
  technologies, such as DSL and cable modem service, to millions of homes,
  particularly to those beyond the boundaries of urban and suburban markets.

- Both EchoStar and HUGHES believe many of the "have nots" would be interested
  in fairly-priced, bundled video and high-speed data services.


             [Map of the state of Kentucky with portions in color.]


  LEGEND
  [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER                       SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

KENTUCKY

- The merger will bridge the digital divide in Kentucky by providing consumers
  in every community with a competitively priced high-speed "broadband
  solution" available to them regardless of their location.

- The efficiencies gained from the merged company's combined customer base will
  enable a high-speed Internet service to be offered that is not only
  price-competitive with existing providers in urban settings, but also a
  tremendous benefit for rural customers for whom DSL and cable modem service
  are unlikely to be available for years to come, if ever.

- The merger will provide the technical and economic infrastructure to convert
  every household in Kentucky and the country to a digital "have."


           [Map of the state of Kentucky filled entirely with color.]


--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER                       SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH

--------------------------------------------------------------------------------

- Bringing all local channels and broadband service to all consumers' homes is
  not a simple endeavor. However, the DIRECTV and DISH Network engineering teams
  have designed a system that enables the receipt of local channels, other
  entertainment services AND high-speed Internet access using one
  consumer-friendly mini-dish.

- An 18 x 22-inch dish will enable the receipt of signals from the merged
  company's three orbital slots.

- New equipment will process signals from existing spacecraft as well as
  advanced satellites the merged company will launch to deliver the remaining
  local broadcast channels and high-speed Internet services to consumers in all
  states.

- Equipment will be provided to existing DBS customers AT NO CHARGE -- including
  free service call and installation -- to receive their new local channels.



[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

- Eight years after the introduction of DBS services, 78% of multi-channel video
  subscribers still receive their programming from a franchised cable operator.

- Cable operators' market dominance has been strengthened by their upgrades to
  digital video and cable modem services.

- The cable industry's market dominance is further evidenced by its continual
  price increases to consumers: 37% on average since 1996.

- The spectrum constraints which exist today will forever keep a separate
  DIRECTV and DISH Network at a competitive disadvantage to cable for those
  consumers who live in markets where local channels are not offered by DBS.



               [Map of the United States with portions in color.]



  LEGEND
  [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER         SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                      ASSESSMENT OF THE STATUS OF COMPETITION IN
                                            THE MARKET FOR THE DELIVERY OF VIDEO
                                       PROGRAMMING,"  JAN. 14, 2002, PP. 11, 87;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002;
                                      "REPORT ON CABLE INDUSTRY PRICES," FEDERAL
                                       COMMUNICATIONS COMMISSION, FEB. 14, 2001,
                                                   P. 9, AND DEC. 15, 1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

- The merger of spectrum at the three orbital slots eliminates these
  disadvantages through the addition of an enhanced satellite infrastructure
  that will enable delivery of local channels in EVERY one of the 210 television
  markets across the country.

- The merger of EchoStar and HUGHES ensures that prices for video and data
  services will be the same throughout the country, whether the market is rural
  or urban/suburban: "one nation, one rate card."

- The merged company will bridge the "digital divide" by moving satellite
  high-speed Internet access from its current high-priced niche to being
  price-competitive with existing providers -- a tremendous benefit for rural
  customers where DSL and cable modem service are unlikely to be available for
  years to come.

- The EchoStar and HUGHES merger merits broad scale support for the clear and
  definitive benefits it will bring the residents of Kentucky and all Americans.



   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                      OF THE STATUS OF COMPETITION IN THE MARKET
                                         FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                                      JAN. 14, 2002, PP. 11, 87;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------



- Local Channels, All Americans

- One Nation, One Rate Card

- Eliminates the "Digital Divide"



                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER














                                      ****

--------------------------------------------------------------------------------




THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                         FOR ALL CONSUMERS IN LOUISIANA






[ECHOSTAR LOGO]                                               [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002







THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


     February 26, 2002

     EchoStar Communications Corporation, Hughes Electronics and General Motors
     believe that consumers will reap tremendous benefits from the merger of
     EchoStar and HUGHES. The companies' two services, DISH Network and
     DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
     CHANNELS. Consumers will benefit from the massive increase in Direct
     Broadcast Satellite (DBS) satellite capacity that will result from the
     elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result of
     the completion of this merger, consumers across the continental United
     States, Alaska and Hawaii will have access to local broadcast channels with
     digital-quality television picture and CD-quality sound IN EVERY ONE OF THE
     210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 8 MARKETS IN
     LOUISIANA.

     Subsequent to the announcement of the merger agreement on October 28, 2001,
     a series of pre-merger transition meetings between DISH Network and DIRECTV
     engineers have been held to analyze the technical feasibility of a "Local
     Channels, All Americans" plan by which the merged company could offer every
     U.S. consumer access to satellite-delivered local television signals. After
     an exhaustive examination of each company's spectrum and satellite assets,
     the engineers determined that this plan could become a reality. In a
     satellite application filed yesterday with the Federal Communications
     Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
     FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that will
     serve all 210 Designated Market Areas ("DMAs") in the United States,
     including full compliance with must carry requirements.

     New set-top boxes and satellite dishes will be deployed that will be
     capable of receiving satellite signals from multiple orbital positions. The
     new receiving equipment will be made available FREE OF CHARGE to all
     existing DIRECTV and DISH Network subscribers who may need it in order to
     receive their local channels.



                                                                   CONTINUED...
--------------------------------------------------------------------------------
2   THE ECHOSTAR/HUGHES MERGER





--------------------------------------------------------------------------------

     ...CONTINUED


     Consumers across the country will pay the same price for services delivered
     by the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
     subscriber's location. Implementation of the plan will begin immediately
     upon regulatory approval of the merger, and the rollout can be completed as
     soon as 24 months thereafter.

     The merged company also will establish itself as a source of meaningful
     satellite-based broadband competition to cable modem and DSL offerings,
     fulfilling the mission to provide affordable high-speed Internet access to
     all of America, including the most rural areas of the country. The "digital
     divide" in the United States is real: some 40 million households in the
     United States do not have access to high-speed Internet and data services,
     in large part due to the high cost of wiring homes for these services in
     less densely populated areas.

     Combined, EchoStar and HUGHES will create a more robust satellite platform
     that will liberate these digital "have nots" by serving every household in
     the nation, including every household in Louisiana, and will have the
     subscriber base and financial means to move current Ku-band satellite
     broadband offerings from their status as expensive "niche" services to a
     more competitive price point for consumers, and then ensure that
     next-generation Ka-band satellite broadband service becomes a reality for
     consumers everywhere in the United States.

     The combined EchoStar-HUGHES will achieve a new level of vigorous
     competition to incumbent cable operators, and will not have anticompetitive
     effects in any market. As this booklet illustrates, the benefits from this
     merger will allow all consumers in Louisiana to receive their full
     complement of local channels and national entertainment networks, as well
     as provide a new source of meaningful satellite-based broadband
     competition.


                                      # # #

--------------------------------------------------------------------------------
3   THE ECHOSTAR/HUGHES MERGER






CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------


[LOUISIANA]

-    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Louisiana.

-    About 1.2 million of the 1.6 million TV households in Louisiana subscribe
     to a cable service, which equates to about 73% of all Louisiana households.



            [Map of the state of Louisiana with portions in color.]





     LEGEND
     [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER          SOURCE: SKYRESEARCH, FEB. 2002





HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------


-    Today only 65 million TV households, those within the 42 television markets
     served by DIRECTV and DISH Network, have a fully competitive multi-channel
     alternative to cable -- WITH local channels.

-    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV in 1994, later joined by DISH Network in 1996.

-    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

-    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in those markets in which DIRECTV and DISH
     Network began delivering local channels.


    [Map of the United States with portions in color and with the phrase "65
                    Million Households" written across it.]



     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels



--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER          SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
                                                MEDIA RESEARCH, SEPT. 2001;
                                                ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002





HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------


[LOUISIANA]



-    As shown by this map, Louisiana TV households do not have a true
     competitive alternative to cable.

-    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

-    Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
     provide any local channels to any of the 8 local markets in Louisiana.



   [Map of the state of Louisiana and certain surrounding areas with portions
      in color and the phrase "8 TV Markets Unserved" written across it.]




     LEGEND

     [Colored box.] Households With No Competitive Alternative Today




--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; SKYRESEARCH, FEB. 2002;
                                                ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002






TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------


[LOUISIANA]



-    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

-    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 8 markets in Louisiana.



 [Map of the state of Louisiana and certain surrounding states with portions in
        color and the phrase "All 8 Markets Served" written across it.]



     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger



--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; ECHOSTAR, HUGHES,
                                                FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------



-    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

-    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

-    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.


[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]



--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002






WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------


[LOUISIANA]



-    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 1.6 million TV households in Louisiana.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

 [Map of the state of Louisiana and certain surrounding areas with portions in
   color and the phrase "Local Channels, All 1.6 Million Households" written
                                  across it.]



     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger



--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH,
                                                SEPT. 2001; ECHOSTAR, HUGHES,
                                                FEB. 2002





NATIONAL PRICING
--------------------------------------------------------------------------------


-    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

-    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.


 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]




--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002





BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------


[LOUISIANA]



-    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

-    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

-    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

-    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.


            [Map of the state of Louisiana with portions in color.]

     LEGEND
     [Colored box.] Households Without Broadband Access



--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002





MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------
[LOUISIANA]

-    The merger will bridge the digital divide in Louisiana by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

-    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

-    The merger will provide the technical and economic infrastructure to
     convert every household in Louisiana and the country to a digital "have."



          [Map of the state of Louisiana filled entirely with color.]




--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002






ONE NATION, ONE DISH
--------------------------------------------------------------------------------


-    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

-    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

-    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

-    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.


[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002





CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------


-    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

-    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

-    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

-    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.



               [Map of the United States with portions in color.]


     LEGEND
     [Colored box.] Households With No Competitive Alternative



--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER          SOURCE: FCC EIGHTH ANNUAL REPORT,
                                                "ANNUAL ASSESSMENT OF THE STATUS
                                                OF COMPETITION IN THE MARKET FOR
                                                THE DELIVERY OF VIDEO
                                                PROGRAMMING," JAN. 14, 2002, PP.
                                                11, 87; ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002; "REPORT ON CABLE
                                                INDUSTRY PRICES," FEDERAL
                                                COMMUNICATIONS COMMISSION, FEB.
                                                14, 2001, P. 9, AND DEC. 15,
                                                1997, P. 7





LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------


-    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

-    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

-    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

-    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Louisiana and all
     Americans.




   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]



--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER          FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                        ECHOSTAR AND DIRECTV, JAN. 31, 2002






THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                    -    Local Channels, All Americans

                    -    One Nation, One Rate Card

                    -    Eliminates the "Digital Divide"




                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS



--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER





SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER















                                    * * * *

--------------------------------------------------------------------------------


THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                           FOR ALL CONSUMERS IN MAINE





[ECHOSTAR LOGO]                                                    [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   February 2002






THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


     February 26, 2002


     EchoStar Communications Corporation, Hughes Electronics and General Motors
     believe that consumers will reap tremendous benefits from the merger of
     EchoStar and HUGHES. The companies' two services, DISH Network and
     DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
     CHANNELS. Consumers will benefit from the massive increase in Direct
     Broadcast Satellite (DBS) satellite capacity that will result from the
     elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result of
     the completion of this merger, consumers across the continental United
     States, Alaska and Hawaii will have access to local broadcast channels with
     digital-quality television picture and CD-quality sound IN EVERY ONE OF THE
     210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 3 MARKETS IN MAINE.

     Subsequent to the announcement of the merger agreement on October 28, 2001,
     a series of pre-merger transition meetings between DISH Network and DIRECTV
     engineers have been held to analyze the technical feasibility of a "Local
     Channels, All Americans" plan by which the merged company could offer every
     U.S. consumer access to satellite-delivered local television signals. After
     an exhaustive examination of each company's spectrum and satellite assets,
     the engineers determined that this plan could become a reality. In a
     satellite application filed yesterday with the Federal Communications
     Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
     FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that will
     serve all 210 Designated Market Areas ("DMAs") in the United States,
     including full compliance with must carry requirements.

     New set-top boxes and satellite dishes will be deployed that will be
     capable of receiving satellite signals from multiple orbital positions. The
     new receiving equipment will be made available FREE OF CHARGE to all
     existing DIRECTV and DISH Network subscribers who may need it in order to
     receive their local channels.



                                                                   CONTINUED...
--------------------------------------------------------------------------------
2   THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------

     ...CONTINUED

     Consumers across the country will pay the same price for services delivered
     by the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
     subscriber's location. Implementation of the plan will begin immediately
     upon regulatory approval of the merger, and the rollout can be completed as
     soon as 24 months thereafter.

     The merged company also will establish itself as a source of meaningful
     satellite-based broadband competition to cable modem and DSL offerings,
     fulfilling the mission to provide affordable high-speed Internet access to
     all of America, including the most rural areas of the country. The "digital
     divide" in the United States is real: some 40 million households in the
     United States do not have access to high-speed Internet and data services,
     in large part due to the high cost of wiring homes for these services in
     less densely populated areas.

     Combined, EchoStar and HUGHES will create a more robust satellite platform
     that will liberate these digital "have nots" by serving every household in
     the nation, including every household in Maine, and will have the
     subscriber base and financial means to move current Ku-band satellite
     broadband offerings from their status as expensive "niche" services to a
     more competitive price point for consumers, and then ensure that
     next-generation Ka-band satellite broadband service becomes a reality for
     consumers everywhere in the United States.

     The combined EchoStar-HUGHES will achieve a new level of vigorous
     competition to incumbent cable operators, and will not have anticompetitive
     effects in any market. As this booklet illustrates, the benefits from this
     merger will allow all consumers in Maine to receive their full complement
     of local channels and national entertainment networks, as well as provide a
     new source of meaningful satellite-based broadband competition.



                                      # # #

--------------------------------------------------------------------------------
3   THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------


[MAINE]



-    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Maine.

-    About .3 million of the .5 million TV households in Maine subscribe to a
     cable service, which equates to about 70% of all Maine households.



              [Map of the state of Maine with portions in color.]



     LEGEND
     [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER          SOURCE: SKYRESEARCH, FEB. 2002





HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------


-    Today only 65 million TV households, those within the 42 television markets
     served by DIRECTV and DISH Network, have a fully competitive multi-channel
     alternative to cable -- WITH local channels.

-    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV in 1994, later joined by DISH Network in 1996.

-    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

-    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in those markets in which DIRECTV and DISH
     Network began delivering local channels.



          [Map of the United States and certain portions in color and
          with the phrase "65 Million Households" written across it.]




     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels



--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER          SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
                                                MEDIA RESEARCH, SEPT. 2001;
                                                ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002





HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------


[MAINE]



-    As shown by this map, Maine TV households do not have a true competitive
     alternative to cable.

-    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

-    Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
     provide any local channels to any of the 3 local markets in Maine.




    [Map of the state of Maine and certain surrounding states with portions
      in color and the phrase "3 TV Markets Unserved" written across it.]



     LEGEND
     [Colored box.] Households With No Competitive Alternative Today




--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; SKYRESEARCH, FEB. 2002;
                                                ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002





TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------


[MAINE]



-    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

-    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 3 markets in Maine.




   [Map of the state of Maine and certain surrounding states with portions in
        color and the phrase "All 3 Markets Served" written across it.]




     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger



--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; ECHOSTAR, HUGHES,
                                                FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------



-    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

-    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

-    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]





--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002






WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------


[MAINE]



-    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all .5 million TV households in Maine.




[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of Maine and certain surrounding states with portions in color
 and the phrase "Local Channels, All .5 Million Households" written across it.]





     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger



--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH,
                                                SEPT. 2001; ECHOSTAR, HUGHES,
                                                FEB. 2002





NATIONAL PRICING
--------------------------------------------------------------------------------


-    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

-    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.







 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]






--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002





BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------


[MAINE]


-    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

-    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

-    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

-    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.





              [Map of the state of Maine with portions in color.]





     LEGEND
     [Colored box.]  Households Without Broadband Access



--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002





MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

[MAINE]



-    The merger will bridge the digital divide in Maine by providing consumers
     in every community with a competitively priced high-speed "broadband
     solution" available to them regardless of their location.

-    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

-    The merger will provide the technical and economic infrastructure to
     convert every household in Maine and the country to a digital "have."








            [Map of the state of Maine filled entirely with color.]





--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002






ONE NATION, ONE DISH
--------------------------------------------------------------------------------


-    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

-    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

-    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

-    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.






[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]






--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002





CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------


-    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

-    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

-    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

-    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.






               [Map of the United States with portions in color.]





     LEGEND
     [Colored box.] Households With No Competitive Alternative



--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER          SOURCE: FCC EIGHTH ANNUAL REPORT,
                                                "ANNUAL ASSESSMENT OF THE STATUS
                                                OF COMPETITION IN THE MARKET FOR
                                                THE DELIVERY OF VIDEO
                                                PROGRAMMING," JAN. 14, 2002, PP.
                                                11, 87; ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002; "REPORT ON CABLE
                                                INDUSTRY PRICES," FEDERAL
                                                COMMUNICATIONS COMMISSION, FEB.
                                                14, 2001, P. 9, AND DEC. 15,
                                                1997, P. 7





LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------


-    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

-    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

-    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

-    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Maine and all Americans.






   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]







--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER          FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                        ECHOSTAR AND DIRECTV, JAN. 31, 2002






THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                       - Local Channels, All Americans

                       - One Nation, One Rate Card

                       - Eliminates the "Digital Divide"




                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS



--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER





SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER








                                    * * * *

--------------------------------------------------------------------------------


                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN MARYLAND

         [ECHOSTAR LOGO]                                  [HUGHES LOGO]

--------------------------------------------------------------------------------

                                                                   FEBRUARY 2002

THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

        February 26, 2002

        EchoStar Communications Corporation, Hughes Electronics and General
        Motors believe that consumers will reap tremendous benefits from the
        merger of EchoStar and HUGHES. The companies' two services, DISH Network
        and DIRECTV(R), today each transmit a total of MORE THAN 500 IDENTICAL
        CHANNELS. Consumers will benefit from the massive increase in Direct
        Broadcast Satellite (DBS) satellite capacity that will result from the
        elimination of this DUPLICATIVE PROGRAMMING. Indeed, as a direct result
        of the completion of this merger, consumers across the continental
        United States, Alaska and Hawaii will have access to local broadcast
        channels with digital-quality television picture and CD-quality sound IN
        EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL
        4 MARKETS IN MARYLAND.

        Subsequent to the announcement of the merger agreement on October 28,
        2001, a series of pre-merger transition meetings between DISH Network
        and DIRECTV engineers have been held to analyze the technical
        feasibility of a "Local Channels, All Americans" plan by which the
        merged company could offer every U.S. consumer access to
        satellite-delivered local television signals. After an exhaustive
        examination of each company's spectrum and satellite assets, the
        engineers determined that this plan could become a reality. In a
        satellite application filed yesterday with the Federal Communications
        Commission, EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
        FEASIBLE PLAN to build, launch and operate spot-beam spacecraft that
        will serve all 210 Designated Market Areas ("DMAs") in the United
        States, including full compliance with must carry requirements.

        New set-top boxes and satellite dishes will be deployed that will be
        capable of receiving satellite signals from multiple orbital positions.
        The new receiving equipment will be made available FREE OF CHARGE to all
        existing DIRECTV and DISH Network subscribers who may need it in order
        to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2   THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------

        ...CONTINUED

        Consumers across the country will pay the same price for services
        delivered by the merged DBS service, i.e., ONE NATION, ONE RATE CARD,
        regardless of a subscriber's location. Implementation of the plan will
        begin immediately upon regulatory approval of the merger, and the
        rollout can be completed as soon as 24 months thereafter.

        The merged company also will establish itself as a source of meaningful
        satellite-based broadband competition to cable modem and DSL offerings,
        fulfilling the mission to provide affordable high-speed Internet access
        to all of America, including the most rural areas of the country. The
        "digital divide" in the United States is real: some 40 million
        households in the United States do not have access to high-speed
        Internet and data services, in large part due to the high cost of wiring
        homes for these services in less densely populated areas.

        Combined, EchoStar and HUGHES will create a more robust satellite
        platform that will liberate these digital "have nots" by serving every
        household in the nation, including every household in Maryland, and will
        have the subscriber base and financial means to move current Ku-band
        satellite broadband offerings from their status as expensive "niche"
        services to a more competitive price point for consumers, and then
        ensure that next-generation Ka-band satellite broadband service becomes
        a reality for consumers everywhere in the United States.

        The combined EchoStar-HUGHES will achieve a new level of vigorous
        competition to incumbent cable operators, and will not have
        anticompetitive effects in any market. As this booklet illustrates, the
        benefits from this merger will allow all consumers in Maryland to
        receive their full complement of local channels and national
        entertainment networks, as well as provide a new source of meaningful
        satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------

3   THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

MARYLAND

-    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Maryland.

-    About 1.3 million of the 2.0 million TV households in Maryland subscribe to
     a cable service, which equates to about 70% of all Maryland households.

             [Map of the state of Maryland with portions in color.]


     LEGEND
     [Colored box.] - Cable Franchise Areas

--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER                      SOURCE: SKYRESEARCH, FEB. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

MARYLAND

-    In Maryland, only those DBS TV households within the Baltimore, Pittsburgh
     and Washington, D.C. television markets have a fully competitive
     multi-channel alternative to cable -- WITH local channels.

-    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception; consumers were not able to receive
     their local channels via satellite.

-    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the three markets in Maryland in which
     DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Maryland and certain surrounding states with portions in
    color and with the phrase "334,000 DBS Subscribers" written across it.]

    LEGEND
    [Colored box.] - Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                         SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

MARYLAND

-    As shown by this map, Maryland TV households outside the Baltimore,
     Pittsburgh and Washington, D.C. television markets do not have a true
     competitive alternative to cable.

-    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

-    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 4 local channel markets in Maryland.

   [Map of the state of Maryland and certain surrounding states with portions
       in color and the phrase "1 TV Market Unserved" written across it.]

     LEGEND
     [Colored box.] - Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                     SKYRESEARCH, FEB. 2002; ECHOSTAR AND DIRECTV, JAN. 31, 2002


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

MARYLAND

-    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

-    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 4 markets in Maryland.

   [Map of the state of Maryland and certain surrounding states with portions
       in color and the phrase "All 4 Markets Served" written across it.]


     LEGEND
     [Colored box.] - TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002











WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

-    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

-    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

-    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]


    [Map of the United States with the phrase "Over 500 Duplicative Channels
                           Today" written across it.]

--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002










WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

MARYLAND

-    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 2 million TV households in Maryland.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

   [Map of the state of Maryland and certain surrounding states with portions
        in color and the phrase "Local Channels, All 2 Million Households"
                              written across it.]


     LEGEND
     [Colored box.] - DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                                     ECHOSTAR, HUGHES, FEB. 2002


NATIONAL PRICING
--------------------------------------------------------------------------------

-    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

-    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


--------------------------------------------------------------------------------
10   THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

MARYLAND

-    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

-    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

-    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

-    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.

             [Map of the state of Maryland with portions in color.]

     LEGEND
     [Colored box.] - Households Without Broadband Access

--------------------------------------------------------------------------------
11   THE ECHOSTAR/HUGHES MERGER                      SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

MARYLAND

-    The merger will bridge the digital divide in Maryland by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

-    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

-    The merger will provide the technical and economic infrastructure to
     convert every household in Maryland and the country to a digital "have."

           [Map of the state of Maryland filled entirely with color.]

--------------------------------------------------------------------------------
12   THE ECHOSTAR/HUGHES MERGER                      SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

-    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

-    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

-    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

-    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13   THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

-    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

-    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

-    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

-    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] - Households With No Competitive Alternative

--------------------------------------------------------------------------------
14   THE ECHOSTAR/HUGHES MERGER                SOURCE: FCC EIGHTH ANNUAL REPORT,
                                 "ANNUAL ASSESSMENT OF THE STATUS OF COMPETITION
                           IN THE MARKET FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                 JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND DIRECTV, JAN. 31, 2002;
           "REPORT ON CABLE INDUSTRY PRICES," FEDERAL COMMUNICATIONS COMMISSION,
                                    FEB. 14, 2001, P. 9, AND DEC. 15, 1997, P. 7




LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

-    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

-    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

-    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

-    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Maryland and all
     Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15   THE ECHOSTAR/HUGHES MERGER                        FCC EIGHTH ANNUAL REPORT,
                                 "ANNUAL ASSESSMENT OF THE STATUS OF COMPETITION
                           IN THE MARKET FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                                      JAN. 14, 2002, PP. 11, 87;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002


THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

-    Local Channels, All Americans

-    One Nation, One Rate Card

-    Eliminates the "Digital Divide"

                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16   THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER


                                     * * * *



                            THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN MICHIGAN


[ECHOSTAR LOGO]                                                  [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002





THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
MICHIGAN.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER





--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Michigan, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Michigan to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                     # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

MICHIGAN

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Michigan.

o    About 2.4 million of the 3.7 million TV households in Michigan subscribe to
     a cable service, which equates to about 66% of all Michigan households.

             [Map of the state of Michigan with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

MICHIGAN

o    In Michigan, only those DBS TV households within the Detroit television
     market have a fully competitive multi-channel alternative to cable -- WITH
     local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the one market in Michigan in which
     DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Michigan and certain surrounding states with portions in
    color and with the phrase "749,000 DBS Subscribers" written across it.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002




HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

Michigan

o    As shown by this map, Michigan TV households outside the Detroit television
     market do not have a true competitive alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 11 local channel markets in Michigan.

   [Map of the state of Michigan and certain surrounding states with portions
      in color and the phrase "10 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

MICHIGAN

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 11 markets in Michigan.

 [Map of the state of Michigan and certain surrounding states with portions in
        color and the phrase "All 11 Markets Served" written across it.]

     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002




WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002





WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

MICHIGAN

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 3.7 million TV households in Michigan.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

 [Map of the state of Michigan and certain surrounding states with portions in
color and the phrase "Local Channels, All 3.7 Million Households" written across
                                      it.]

     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002




NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002





BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

MICHIGAN

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly- priced, bundled video and high-speed data services.

             [Map of the state of Michigan with portions in color.]

     LEGEND
     [Colored box.] Households Without Broadband Access


--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER         SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002




MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

MICHIGAN

o    The merger will bridge the digital divide in Michigan by providing
     consumers in every community with a competitively priced high- speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in Michigan and the country to a digital "have."


           [Map of the state of Michigan filled entirely with color.]



--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002




ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o   Bringing all local channels and broadband service to all consumers' homes is
    not a simple endeavor. However, the DIRECTV and DISH Network engineering
    teams have designed a system that enables the receipt of local channels,
    other entertainment services AND high-speed Internet access using one
    consumer-friendly mini-dish.

o   An 18 x 22-inch dish will enable the receipt of signals from the merged
    company's three orbital slots.

o   New equipment will process signals from existing spacecraft as well as
    advanced satellites the merged company will launch to deliver the remaining
    local broadcast channels and high-speed Internet services to consumers in
    all states.

o   Equipment will be provided to existing DBS customers AT NO CHARGE --
    including free service call and installation -- to receive their new local
    channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002





CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative


--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER  SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                        ECHOSTAR AND DIRECTV, JAN. 31, 2002;
                                        "REPORT ON CABLE INDUSTRY PRICES,"
                                        FEDERAL COMMUNICATIONS COMMISSION,
                                        FEB. 14, 2001, P. 9, AND
                                        DEC. 15, 1997, P. 7





LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Michigan and all
     Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                    JAN. 14, 2002, PP. 11, 87;
                                    ECHOSTAR AND DIRECTV, JAN. 31, 2002




THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


o   Local Channels, All Americans

o   One Nation, One Rate Card

o   Eliminates the "Digital Divide"


                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS


--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER






                                     * * * *



                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                         FOR ALL CONSUMERS IN MINNESOTA



[ECHOSTAR LOGO]                                                   [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002





THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 7 MARKETS IN
MINNESOTA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Minnesota, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Minnesota to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

MINNESOTA

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Minnesota.

o    About 1.0 million of the 1.8 million TV households in Minnesota subscribe
     to a cable service, which equates to about 57% of all Minnesota households.

             [Map of the state of Minnesota with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

MINNESOTA

o    In Minnesota, only those DBS TV households within the Minneapolis-St. Paul
     television market have a fully competitive multi-channel alternative to
     cable -- WITH local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the one market in Minnesota in which
     DIRECTV and DISH Network began delivering local channels.

[Map of the state of Minnesota and certain surrounding states with portions in
  color and with the phrase "422,000 DBS Subscribers" written across it.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                           SKYRESEARCH, FEB. 2002;
                                           ECHOSTAR AND DIRECTV, JAN. 31, 2002




HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

MINNESOTA

o    As shown by this map, Minnesota TV households outside the Minneapolis-St.
     Paul television market do not have a true competitive alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 7 local channel markets in Minnesota.

  [Map of the state of Minnesota and certain surrounding states with portions
      in color and the phrase "6 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

MINNESOTA

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 7 markets in Minnesota.

 [Map of the state of Minnesota and certain surrounding states with portions in
        color and the phrase "All 7 Markets Served" written across it.]

     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002



WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

MINNESOTA

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 1.8 million TV households in Minnesota.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of Minnesota and certain surrounding states with portions in
       color and the phrase "Local Channels, All 1.8 Million Households"
                              written across it.]

     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

             [Map of the United States with the phrase "One Nation,
                       One Rate Card" written across it.]

--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002



BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

MINNESOTA

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly- priced, bundled video and high-speed data services.

            [Map of the state of Minnesota with portions in color.]

     LEGEND
     [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002




MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

MINNESOTA

o    The merger will bridge the digital divide in Minnesota by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in Minnesota and the country to a digital "have."


          [Map of the state of Minnesota filled entirely with color.]

--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

       [Photo of a man on a ladder installing a DirecTV satellite dish on
                             the side of a house.]

--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative


--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER       SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING,"
                                            JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                            AND DIRECTV, JAN. 31, 2002; "REPORT
                                            ON CABLE INDUSTRY PRICES," FEDERAL
                                            COMMUNICATIONS COMMISSION,
                                            FEB. 14, 2001, P. 9, AND
                                            DEC. 15, 1997, P. 7





LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers-- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Minnesota and all
     Americans.

       [Map of the United States with the phrase "107 Million Households"
                              written across it.]

--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER                  FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                                     ASSESSMENT OF THE STATUS OF
                                               COMPETITION IN THE MARKET FOR THE
                                                 DELIVERY OF VIDEO PROGRAMMING,"
                                                      JAN. 14, 2002, PP. 11, 87;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002




THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                        o Local Channels, All Americans

                        o One Nation, One Rate Card

                        o Eliminates the "Digital Divide"

                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER




                                      ****



                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                        FOR ALL CONSUMERS IN MISSISSIPPI


[ECHOSTAR LOGO]                                                  [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002



THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10
MARKETS IN MISSISSIPPI.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER


--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Mississippi, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Mississippi to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                     # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER


CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

MISSISSIPPI

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Mississippi.

o    About .6 million of the 1 million TV households in Mississippi subscribe to
     a cable service, which equates to about 61% of all Mississippi households.

           [Map of the state of Mississippi with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002

HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

MISSISSIPPI

o    In Mississippi, only those DBS TV households within the Memphis television
     market have a fully competitive multi-channel alternative to cable -- WITH
     local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the one market in Mississippi in which
     DIRECTV and DISH Network began delivering local channels.

[Map of the state of Mississippi and certain surrounding states with portions in
    color and with the phrase "339,000 DBS Subscribers" written across it.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels



--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

MISSISSIPPI

o    As shown by this map, Mississippi TV households outside the Memphis
     television market do not have a true competitive alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 10 local channel markets in Mississippi.

 [Map of the state of Mississippi and certain surrounding states with portions
      in color and the phrase "9 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

MISSISSIPPI

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 10 markets in Mississippi.

[Map of the state of Mississippi and certain surrounding states with portions in
        color and the phrase "All 10 Markets Served" written across it.]


     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002


WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]              [110 degrees]               [101 degrees]
[Picture of satellite.]    [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002


WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

MISSISSIPPI

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 1 million TV households in Mississippi.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

 [Map of the state of Mississippi and certain surrounding states with portions
   in color and the phrase "Local Channels, All 1 Million Households" written
                                  across it.]

     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002


NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

MISSISSIPPI

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.

           [Map of the state of Mississippi with portions in color.]

     LEGEND
     [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                 DEPLOYMENT," JAN. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

MISSISSIPPI

o    The merger will bridge the digital divide in Mississippi by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in Mississippi and the country to a digital "have."

         [Map of the state of Mississippi filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                 DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

         [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER     SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                           ASSESSMENT OF THE STATUS OF
                                           COMPETITION IN THE MARKET FOR THE
                                           DELIVERY OF VIDEO PROGRAMMING," JAN.
                                           14, 2002, PP. 11, 87; ECHOSTAR AND
                                           DIRECTV, JAN. 31, 2002; "REPORT ON
                                           CABLE INDUSTRY PRICES," FEDERAL
                                           COMMUNICATIONS COMMISSION, FEB. 14,
                                           2001, P. 9, AND DEC. 15, 1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Mississippi and all
     Americans.

[Map of the United States with the phrase "107 Million Households" written
across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                  OF THE STATUS OF COMPETITION IN THE MARKET FOR
                                             THE DELIVERY OF VIDEO PROGRAMMING,"
                                                      JAN. 14, 2002, PP. 11, 87;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                       o     Local Channels, All Americans

                       o     One Nation, One Rate Card

                       o     Eliminates the "Digital Divide"


                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER











                                      ****










                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN MISSOURI


[ECHOSTAR LOGO]                                                  [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 13 MARKETS IN
MISSOURI.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER





--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Missouri, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Missouri to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

MISSOURI

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Missouri.

o    About 1.2 million of the 2.1 million TV households in Missouri subscribe to
     a cable service, which equates to about 56% of all Missouri households.

             [Map of the state of Missouri with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002





HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

MISSOURI

o    In Missouri, only those DBS TV households within the Kansas City, Memphis
     and St. Louis television markets have a fully competitive multi-channel
     alternative to cable -- WITH local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the three markets in Missouri in which
     DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Missouri and certain surrounding states with portions in
    color and with the phrase "615,000 DBS Subscribers" written across it.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

MISSOURI

o    As shown by this map, Missouri TV households outside the Kansas City,
     Memphis and St. Louis television markets do not have a true competitive
     alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 13 local channel markets in Missouri.

   [Map of the state of Missouri and certain surrounding states with portions
      in color and the phrase "10 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

MISSOURI

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 13 markets in Missouri.

 [Map of the state of Missouri and certain surrounding states with portions in
        color and the phrase "All 13 Markets Served" written across it.]

     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002






WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002





WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

MISSOURI

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 2.1 million TV households in Missouri.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

 [Map of the state of Missouri and certain surrounding states with portions in
   color and the phrase "Local Channels, All 2.1 Million Households" written
                                  across it.]



     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

MISSOURI

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.


             [Map of the state of Missouri with portions in color.]


     LEGEND
     [Colored box.] Households Without Broadband Access

-------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002





MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

MISSOURI

o    The merger will bridge the digital divide in Missouri by providing
     consumers in every community with a competitively priced high- speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in Missouri and the country to a digital "have."

           [Map of the state of Missouri filled entirely with color.]


--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002





CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]


     LEGEND
     [Colored box.] Households With No Competitive Alternative


--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER        SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                              ASSESSMENT OF THE STATUS OF
                                              COMPETITION IN THE MARKET FOR THE
                                              DELIVERY OF VIDEO PROGRAMMING,"
                                              JAN. 14, 2002, PP. 11, 87;
                                              ECHOSTAR AND DIRECTV, JAN. 31,
                                              2002; "REPORT ON CABLE INDUSTRY
                                              PRICES," FEDERAL COMMUNICATIONS
                                              COMMISSION, FEB. 14, 2001, P. 9,
                                              AND DEC. 15, 1997, P. 7





LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers-- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Missouri and all
     Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER    FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT OF
                                 THE STATUS OF COMPETITION IN THE MARKET FOR THE
                                  DELIVERY OF VIDEO PROGRAMMING," JAN. 14, 2002,
                                 PP. 11, 87; ECHOSTAR AND DIRECTV, JAN. 31, 2002





THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                         o   Local Channels, All Americans

                         o   One Nation, One Rate Card

                         o   Eliminates the "Digital Divide"


                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER






SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER



                                      ****


                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN MONTANA

[ECHOSTAR LOGO]                                                  [HUGHES LOGO]


--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002






THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
MONTANA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.



                                                                    CONTINUED...
--------------------------------------------------------------------------------
2 THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------
....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Montana, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Montana to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

MONTANA

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Montana.

o    About .2 million of the .3 million TV households in Montana subscribe to a
     cable service, which equates to about 53% of all Montana households.

             [Map of the state of Montana with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

o    Today only 65 million TV households, those within the 42 television markets
     served by DIRECTV and DISH Network, have a fully competitive multi-channel
     alternative to cable -- with local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in those markets in which DIRECTV and DISH
     Network began delivering local channels.

           [Map of the United States with portions in color and with
             the phrase "65 Million Households" written across it.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5 THE ECHOSTAR/HUGHES MERGER         SOURCE: SKYRESEARCH, FEB. 2002;
                                             NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

MONTANA

o    As shown by this map, Montana TV households do not have a true competitive
     alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
     provide any local channels to any of the 9 local markets in Montana.

   [Map of the state of Montana and certain surrounding states with portions
      in color and the phrase "9 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative Today


--------------------------------------------------------------------------------
6 THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

MONTANA

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 9 markets in Montana.

  [Map of the state of Montana and certain surrounding states with portions in
        color and the phrase "All 9 Markets Served" written across it.]

     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER         SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002



WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the
     need for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002













WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

MONTANA

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all .3 million TV households in Montana.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

  [Map of the state of Montana and certain surrounding states with portions in
    color and the phrase "Local Channels, All .3 Million Households" written
                                  across it.]


     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002


NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]

--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

MONTANA

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly- priced, bundled video and high-speed data services.

             [Map of the state of Montana with portions in color.]

     LEGEND
     [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

MONTANA

o    The merger will bridge the digital divide in Montana by providing consumers
     in every community with a competitively priced high- speed "broadband
     solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in Montana and the country to a digital "have."

           [Map of the state of Montana filled entirely with color.]

--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]

--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER        SOURCE: FCC EIGHTH ANNUAL REPORT,
                                             "ANNUAL ASSESSMENT OF THE STATUS
                                             OF COMPETITION IN THE MARKET FOR
                                             THE DELIVERY OF VIDEO PROGRAMMING,"
                                             JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002; "REPORT
                                             ON CABLE INDUSTRY PRICES," FEDERAL
                                             COMMUNICATIONS COMMISSION, FEB. 14,
                                             2001, P. 9, AND DEC. 15, 1997, P. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Montana and all
     Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                     OF THE STATUS OF COMPETITION IN THE MARKET
                                        FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                                     JAN. 14, 2002, PP. 11, 87;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002


THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                        o    Local Channels, All Americans

                        o    One Nation, One Rate Card

                        o    Eliminates the "Digital Divide"

                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER




                                      ****




                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN NEBRASKA




[ECHOSTAR LOGO]                                                    [HUGHES LOGO]






--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002



THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
NEBRASKA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER







--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Nebraska, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Nebraska to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

NEBRASKA

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Nebraska.


o    About .5 million of the .6 million TV households in Nebraska subscribe to a
     cable service, which equates to about 70% of all Nebraska households.



             [Map of the state of Nebraska with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

NEBRASKA

o   In Nebraska, only those DBS TV households within the Denver television
    market have a fully competitive multi-channel alternative to cable -- WITH
    local channels.

o   Competitive alternatives to cable did not seriously take form until the
    launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o   DBS offered more channels and superior picture and sound quality compared to
    cable, with one notable exception: consumers were not able to receive their
    local channels via satellite.

o   In 1999, Congress changed the law, allowing satellite carriers to offer
    local channels. Only at this point did DBS become a viable competitive
    alternative to cable, at least in the one market in Nebraska in which
    DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Nebraska and certain surrounding states with portions in
    color and with the phrase "145,000 DBS Subscribers" written across it.]

    LEGEND
    [Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER           SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; SKYRESEARCH, FEB. 2002;
                                                ECHOSTAR AND DIRECTV, JAN. 31,
                                                2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

NEBRASKA

o   As shown by this map, Nebraska TV households outside the Denver television
    market do not have a true competitive alternative to cable.

o   Customers who live in markets in which DBS does not provide local channels
    are forced to either pay additional subscription fees for a basic cable
    service to receive their local channels, or install an off-air roof-top
    antenna -- and hope for good reception.

o   Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
    all local channels as well as the national pay cable networks to viewers in
    every one of the 9 local channel markets in Nebraska.

   [Map of the state of Nebraska and certain surrounding states with portions
      in color and the phrase "8 TV Markets Unserved" written across it.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER           SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; SKYRESEARCH, FEB. 2002;
                                                ECHOSTAR AND DIRECTV, JAN. 31,
                                                2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

NEBRASKA

o   DIRECTV and DISH Network engineering teams have developed a system that is
    TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
    deliver full local broadcast service, in all 210 U.S. television markets,
    including full compliance with federal must carry provisions.

o   The merger of DIRECTV and DISH Network will enable a fully competitive cable
    alternative -- DBS service with local channels -- in EVERY television market
    across the country, including all 9 markets in Nebraska.

 [Map of the state of Nebraska and certain surrounding states with portions in
        color and the phrase "All 9 Markets Served" written across it.]

    LEGEND
    [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                               2001; ECHOSTAR, HUGHES, FEB. 2002



WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o   The merger will end the inefficient use of spectrum by eliminating the need
    for each company to transmit more than 500 channels of duplicative
    programming.

o   The merger will combine each company's spectrum and advanced satellite
    assets, making the plan technically achievable.

o   The merger will combine the companies' subscriber bases, making service to
    smaller markets commercially feasible.

    [119 degrees]             [110 degrees]             [101 degrees]
    [Picture of satellite.]   [Picture of satellite.]   [Picture of satellite.]


        [Map of the United States with the phrase "Over 500 Duplicative
                      Channels Today" written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

NEBRASKA

o   Implementation could begin immediately following merger approval, and the
    rollout can be completed as soon as 24 months later, allowing delivery of
    local channels to all .6 million TV households in Nebraska.

    [119 degrees]             [110 degrees]             [101 degrees]
    [Picture of satellite.]   [Picture of satellite.]   [Picture of satellite.]

       [Map of the state of Nebraska and certain surrounding states with
               portions in color and the phrase "Local Channels,
                 All .6 Million Households" written across it.]

    LEGEND
    [Colored box.] DBS Households Served by Local Channels After Merger
--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                               2001; ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

o   Consumers across the country will pay the same price for their DBS
    subscription services, regardless of where they reside. We are one nation,
    and we will offer one rate card.

o   For example: a resident of Milwaukee will pay the same fee for his or her
    local channel package as a customer in Cedarville, Ohio; a resident of
    Burlington, Vermont, will pay the same price for HBO as a customer in Salt
    Lake City; and a resident of Mountlake Terrace, Washington, will pay the
    same price for a basic 125-channel programming package as a customer in
    New York City.

                   [Map of the United States with the phrase
                "One Nation, One Rate Card" written across it.]

--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

NEBRASKA

o   Another benefit of the EchoStar and HUGHES merger comes in the form of
    competitively priced high-speed Internet access, and the end of the
    so-called "digital divide" that exists in the "wired" world today.

o   This map clearly shows the areas where households do not have access to
    DSL or cable modem service -- the digital "have nots".

o   The primary reason for this is simply the expense of rolling out "wired"
    technologies, such as DSL and cable modem service, to millions of homes,
    particularly to those beyond the boundaries of urban and suburban markets.

o   Both EchoStar and HUGHES believe many of the "have nots" would be interested
    in fairly-priced, bundled video and high-speed data services.

             [Map of the state of Nebraska with portions in color]

    LEGEND
    [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

NEBRASKA

o    The merger will bridge the digital divide in Nebraska by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in Nebraska and the country to a digital "have."

           [Map of the state of Nebraska filled entirely with color.]



--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002




ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.


               [Photo of a man on a ladder installing a DirectTV
                     satellite dish on the side of a house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER         SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                               ASSESSMENT OF THE STATUS OF
                                               COMPETITION IN THE MARKET FOR THE
                                               DELIVERY OF VIDEO PROGRAMMING,"
                                               JAN. 14, 2002, PP. 11, 87;
                                               ECHOSTAR AND DIRECTV, JAN. 31,
                                               2002; "REPORT ON CABLE INDUSTRY
                                               PRICES," FEDERAL COMMUNICATIONS
                                               COMMISSION, FEB. 14, 2001, P. 9,
                                               AND DEC. 15, 1997, P. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o The merger of spectrum at the three orbital slots eliminates these
  disadvantages through the addition of an enhanced satellite infrastructure
  that will enable delivery of local channels in EVERY one of the 210 television
  markets across the country.

o The merger of EchoStar and HUGHES ensures that prices for video AND data
  services will be the same throughout the country, whether the market is rural
  or urban/suburban: "one nation, one rate card."

o The merged company will bridge the "digital divide" by moving satellite
  high-speed Internet access from its current high-priced niche to being
  price-competitive with existing providers -- a tremendous benefit for rural
  customers where DSL and cable modem service are unlikely to be available for
  years to come.

o The EchoStar and HUGHES merger merits broad scale support for the clear and
  definitive benefits it will bring the residents of Nebraska and all Americans.

                   [Map of the United States with the phrase
                  "107 Million Households" written across it.]



--------------------------------------------------------------------------------
 15  THE ECHOSTAR/HUGHES MERGER     FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                    JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
                                    DIRECTV,  JAN. 31, 2002




THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------



                        o Local Channels, All Americans

                        o One Nation, One Rate Card

                        o Eliminates the "Digital Divide"


                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS





--------------------------------------------------------------------------------
 16  THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER





















                                    * * * *





                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                       FOR ALL CONSUMERS IN NEW HAMPSHIRE











[ECHOSTAR LOGO]                                                    [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 3 MARKETS IN
NEW HAMPSHIRE.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                 CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in New Hampshire, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in New Hampshire to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

NEW HAMPSHIRE

o   Despite the rapid growth of DBS since 1994, cable television clearly remains
    the dominant provider of multi-channel pay TV services across New Hampshire.

o   About .4 million of the .5 million TV households in New Hampshire subscribe
    to a cable service, which equates to about 81% of all New Hampshire
    households.

          [Map of the State of New Hampshire with portions in color.]

                       LEGEND
                       [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

NEW HAMPSHIRE

o   In New Hampshire, only those DBS TV households within the Boston television
    market have a fully competitive multi-channel alternative to cable -- WITH
    local channels.

o   Competitive alternatives to cable did not seriously take form until the
    launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o   DBS offered more channels and superior picture and sound quality compared to
    cable, with one notable exception: consumers were not able to receive their
    local channels via satellite.

o   In 1999, Congress changed the law, allowing satellite carriers to offer
    local channels. Only at this point did DBS become a viable competitive
    alternative to cable, at least in the one market in New Hampshire in which
    DIRECTV and DISH Network began delivering local channels.

[Map of the state of New Hampshire and certain surrounding states with portions
in color and with the phrase "81,000 DBS Subscribers" written across it.]

         LEGEND
         [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER                SOURCE: NIELSEN MEDIA RESEARCH,
                                                     SEPT. 2001; SKYRESEARCH,
                                                     FEB. 2002; ECHOSTAR AND
                                                     DIRECTV, JAN. 31, 2002






HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

NEW HAMPSHIRE

o   As shown by this map, New Hampshire TV households outside the Boston
    television market do not have a true competitive alternative to cable.

o   Customers who live in markets in which DBS does not provide local channels
    are forced to either pay additional subscription fees for a basic cable
    service to receive their local channels, or install an off-air roof-top
    antenna -- and hope for good reception.

o   Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
    all local channels as well as the national pay cable networks to viewers in
    every one of the 3 local channel markets in New Hampshire.

[Map of the state of New Hampshire and certain surrounding states with portions
in color and the phrase "2 TV Markets Unserved" written across it.]

         LEGEND
         [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER                SOURCE: NIELSEN MEDIA RESEARCH,
                                                     SEPT. 2001; SKYRESEARCH,
                                                     FEB. 2002; ECHOSTAR AND
                                                     DIRECTV, JAN. 31, 2002




TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

NEW HAMPSHIRE

o   DIRECTV and DISH Network engineering teams have developed a system that is
    TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
    deliver full local broadcast service, in all 210 U.S. television markets,
    including full compliance with federal must carry provisions.

o   The merger of DIRECTV and DISH Network will enable a fully competitive cable
    alternative -- DBS service with local channels -- in EVERY television market
    across the country, including all 3 markets in New Hampshire.

[Map of the state of New Hampshire and certain surrounding states with portions
in color and the phrase "All 3 Markets Served" written across it.]

         LEGEND
         [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002





WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o   The merger will end the inefficient use of spectrum by eliminating the need
    for each company to transmit more than 500 channels of duplicative
    programming.

o   The merger will combine each company's spectrum and advanced satellite
    assets, making the plan technically achievable.

o   The merger will combine the companies' subscriber bases, making service to
    smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of Satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the United States with the Phrase "Over 500 Duplicative Channels Today"
written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002





WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

NEW HAMPSHIRE

o   Implementation could begin immediately following merger approval, and the
    rollout can be completed as soon as 24 months later, allowing delivery of
    local channels to all .5 million TV households in New Hampshire.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of New Hampshire and surrounding states with portions in
color and the phrase "Local Channels, All .5 Million Households" written across
it.]

        LEGEND
      [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002





NATIONAL PRICING
--------------------------------------------------------------------------------

o   Consumers across the country will pay the same price for their DBS
    subscription services, regardless of where they reside. We are one nation,
    and we will offer one rate card.

o   For example: a resident of Milwaukee will pay the same fee for his or her
    local channel package as a customer in Cedarville, Ohio; a resident of
    Burlington, Vermont, will pay the same price for HBO as a customer in Salt
    Lake City; and a resident of Mountlake Terrace, Washington, will pay the
    same price for a basic 125-channel programming package as a customer in New
    York City.


[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]


--------------------------------------------------------------------------------
10 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

NEW HAMPSHIRE

o   Another benefit of the EchoStar and HUGHES merger comes in the form of
    competitively priced high-speed Internet access, and the end of the
    so-called "digital divide" that exists in the "wired" world today.

o   This map clearly shows the areas where households do not have access to DSL
    or cable modem service -- the digital "have nots".

o   The primary reason for this is simply the expense of rolling out "wired"
    technologies, such as DSL and cable modem service, to millions of homes,
    particularly to those beyond the boundaries of urban and suburban markets.

o   Both EchoStar and HUGHES believe many of the "have nots" would be interested
    in fairly-priced, bundled video and high-speed data services.


          [Map of the state of New Hampshire with portions in color.]

                LEGEND
              [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER                  SOURCE: THE BUXTON COMPANY,
                                                       "BROADBAND DEPLOYMENT,"
                                                       JAN. 2002




MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

NEW HAMPSHIRE

o   The merger will bridge the digital divide in New Hampshire by providing
    consumers in every community with a competitively priced high-speed
    "broadband solution" available to them regardless of their location.

o   The efficiencies gained from the merged company's combined customer base
    will enable a high-speed Internet service to be offered that is not only
    price-competitive with existing providers in urban settings, but also a
    tremendous benefit for rural customers for whom DSL and cable modem service
    are unlikely to be available for years to come, if ever.

o   The merger will provide the technical and economic infrastructure to convert
    every household in New Hampshire and the country to a digital "have."

        [Map of the state of New Hampshire filled entirely with color.]

--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER                  SOURCE: THE BUXTON COMPANY,
                                                       "BROADBAND DEPLOYMENT,"
                                                       JAN. 2002




ONE NATION, ONE DISH
-------------------------------------------------------------------------------

o   Bringing all local channels and broadband service to all consumers' homes is
    not a simple endeavor. However, the DIRECTV and DISH Network engineering
    teams have designed a system that enables the receipt of local channels,
    other entertainment services AND high-speed Internet access using one
    consumer-friendly mini-dish.

o   An 18 x 22-inch dish will enable the receipt of signals from the merged
    company's three orbital slots.

o   New equipment will process signals from existing spacecraft as well as
    advanced satellites the merged company will launch to deliver the remaining
    local broadcast channels and high-speed Internet services to consumers in
    all states.

o   Equipment will be provided to existing DBS customers AT NO CHARGE --
    including free service call and installation -- to receive their new local
    channels.

[Photo of a man on a ladder installing a DirectTV satellite dish on the side of
a house.]

--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o   Eight years after the introduction of DBS services, 78% of multi-channel
    video subscribers still receive their programming from a franchised cable
    operator.

o   Cable operators' market dominance has been strengthened by their upgrades to
    digital video and cable modem services.

o   The cable industry's market dominance is further evidenced by its continual
    price increases to consumers: 37% on average since 1996.

o   The spectrum constraints which exist today will forever keep a separate
    DIRECTV and DISH Network at a competitive disadvantage to cable for those
    consumers who live in markets where local channels are not offered by DBS.

                 [Map of United States with portions in color.]

             LEGEND
           [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER           SOURCE: FCC EIGHTH ANNUAL REPORT,
                                                "ANNUAL ASSESSMENT OF THE STATUS
                                                OF COMPETITION IN THE MARKET FOR
                                                THE DELIVERY OF VIDEO
                                                PROGRAMMING," JAN. 14, 2002, PP.
                                                11, 87; ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002; "REPORT ON CABLE
                                                INDUSTRY PRICES," FEDERAL
                                                COMMUNICATIONS COMMISSION, FEB.
                                                14, 2001, P. 9, AND DEC. 15,
                                                1997, P. 7





LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of New Hampshire and all
     Americans.

[Map of the United States with the phrase "107 Million Households" written
across it.]

--------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER           FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11,
                                        87; ECHOSTAR AND DIRECTV, JAN. 31, 2002





THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                      o   Local Channels, All Americans

                      o   One Nation, One Rate Card

                      o   Eliminates the "Digital Divide"

                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER

















                                      ****



--------------------------------------------------------------------------------

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                        FOR ALL CONSUMERS IN NEW JERSEY




    [ECHOSTAR LOGO]                                        [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002






THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 2 MARKETS IN
NEW JERSEY.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions.  The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.



                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in New Jersey, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in New Jersey to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER


CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------


NEW JERSEY

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across New
     Jersey.

o    About 2.4 million of the 3 million TV households in New Jersey subscribe
     to a cable service, which equates to about 82% of all New Jersey
     households.


           [Map of the state of New Jersey with portions in color.]

                        LEGEND
                        [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER         SOURCE: SKYRESEARCH, FEB. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

NEW  JERSEY

o    Unlike most states in the U.S., New Jersey has a competitive multi-channel
     alternative to cable -- WITH local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in New Jersey where DIRECTV and DISH Network
     began delivering local channels.


[Map of the state of New Jersey and certain surrounding states with portions in
color and with the phrase "398,000 DBS Subscribers" written across it.]



                LEGEND
                [Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002




HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

o    But New Jersey is one of the few lucky states. 42 million TV households are
     not served with local channels by DBS. Residents in these markets do not
     have a true competitive alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the country's 210 local channel markets.



[Map of the United States with portions in color and the phrase "42 Million TV
Households Unserved" written across it.]


                 LEGEND
                 [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER        SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
                                             MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002




TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

o    DIRECTV and DISH Network engineering teams have developed a system that is
     technologically feasible and economically viable for the merged company to
     deliver full local broadcast service, in all 210 television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market in the country, including Alaska and Hawaii.


[Map of the United States filled entirely with color and the phrase "107
Million Households" written across it.]

          LEGEND
          [Colored box.] TV Households With Competitive Alternative After Merger


--------------------------------------------------------------------------------
7 THE ECHOSTAR/HUGHES MERGER         SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                             ASSESSMENT OF THE STATUS OF
                                             COMPETITION IN THE MARKET FOR THE
                                             DELIVERY OF VIDEO PROGRAMMING,"
                                             JAN. 14, 2002, PP. 11, 87;
                                             ECHOSTAR, HUGHES, FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]
--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER        SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

NEW JERSEY

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 3 million TV households in New Jersey.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of New Jersey and certain surrounding states with
portions in color and the phrase "Local Channels, All 3 Million Households"
written across it.]



            LEGEND
            [Colored box.] DBS Households Served by Local Channels After Merger


--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002


NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.


[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER       SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

NEW JERSEY

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.



           [Map of the state of New Jersey with portions in color.]


                     LEGEND
                     [Colored box.] Households Without Broadband Access
--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER       SOURCE: THE BUXTON COMPANY, "BROADBAND
                                             DEPLOYMENT," JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

NEW JERSEY

o    The merger will bridge the digital divide in New Jersey by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in New Jersey and the country to a digital "have."


         [Map of the state of New Jersey filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER       SOURCE: THE BUXTON COMPANY, "BROADBAND
                                             DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

[Photo of a man on a ladder installing a DirectTV satellite dish on the side of
a house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER       SOURCE: ECHOSTAR, HUGHES, FEB. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color]

                    LEGEND
                 [Colored box.] Households With No Competitive Alternative



--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER       SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                             ASSESSMENT OF THE STATUS OF
                                             COMPETITION IN THE MARKET FOR THE
                                             DELIVERY OF VIDEO PROGRAMMING,"
                                             JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002; "REPORT
                                             ON CABLE INDUSTRY PRICES," FEDERAL
                                             COMMUNICATIONS COMMISSION, FEB. 14,
                                             2001, P. 9, AND DEC. 15, 1997, P. 7




LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of New Jersey and all
     Americans.


[Map of the United States with the phrase "107 Million Households" written
across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER               FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                             ASSESSMENT OF THE STATUS OF
                                             COMPETITION IN THE MARKET FOR THE
                                             DELIVERY OF VIDEO PROGRAMMING,"
                                             JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002




THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                        o Local Channels, All Americans

                        o One Nation, One Rate Card

                        o Eliminates the "Digital Divide"



                TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER








                                    * * * *








                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                        FOR ALL CONSUMERS IN NEW MEXICO



[ECHOSTAR LOGO]                                                    [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002





THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
NEW MEXICO.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.






                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in New Mexico, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in New Mexico to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #


--------------------------------------------------------------------------------
3 THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

NEW MEXICO

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across New
     Mexico.

o    About .4 million of the .6 million TV households in New Mexico subscribe to
     a cable service, which equates to about 58% of all New Mexico households.

            [Map of the state of New Mexico with portions in color.]

                       LEGEND
                     [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4 THE ECHOSTAR/HUGHES MERGER                      SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

NEW MEXICO

o    In New Mexico, only those DBS TV households within the Albuquerque-Santa Fe
     television market have a fully competitive multi-channel alternative to
     cable -- WITH local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the one market in New Mexico in which
     DIRECTV and DISH Network began delivering local channels.

[Map of the state of New Mexico and certain surrounding states with portions in
color and with the phrase "168,000 DBS Subscribers" written across it.]

         LEGEND
       [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER                SOURCE: NIELSEN MEDIA RESEARCH,
                                                     SEPT. 2001; SKYRESEARCH,
                                                     FEB. 2002; ECHOSTAR AND
                                                     DIRECTV, JAN. 31, 2002




HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

NEW MEXICO

o    As shown by this map, New Mexico TV households outside the
     Albuquerque-Santa Fe television market do not have a true competitive
     alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 4 local channel markets in New Mexico.

[Map of the state of New Mexico and certain surrounding states with portions in
color and with the phrase "3 TV Markets Unserved" written across it.]


          LEGEND
        [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER                SOURCE: NIELSEN MEDIA RESEARCH,
                                                     SEPT. 2001; SKYRESEARCH,
                                                     FEB. 2002; ECHOSTAR AND
                                                     DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

NEW MEXICO

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 4 markets in New Mexico.

[Map of the state of New Mexico and certain surrounding states with portions in
color and the phrase "All 4 Markets Served" written across it.]

      LEGEND
    [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER            SOURCE: NIELSEN MEDIA RESEARCH,
                                                 SEPT. 2001; ECHOSTAR, HUGHES,
                                                 FEB. 2002



WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the United State with the phrase "Over 500 Duplicative Channels Today"
written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

NEW MEXICO

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing deliver of
     local channels to all .6 million TV households in New Mexico.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of New Mexico and surrounding states with portions in color
and the phrase "Local Channels, All .6 Million Households" written across it.]


        LEGEND
      [Colored box.] DBS Households Served by Local Channels After Merger


--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER            SOURCE: NIELSEN MEDIA RESEARCH,
                                                 SEPT. 2001; ECHOSTAR, HUGHES,
                                                 FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

NEW MEXICO

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.

            [Map of the state of New Mexico with portions in color.]

                LEGEND
             [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER                 SOURCE: THE BUXTON COMPANY,
                                                       "BROADBAND DEPLOYMENT,"
                                                       JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

NEW MEXICO

o    The merger will bridge the digital divide in New Mexico by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in New Mexico and the country to a digital "have."

          [Map of the state of New Mexico filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER                 SOURCE: THE BUXTON COMPANY,
                                                       "BROADBAND DEPLOYMENT,"
                                                       JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.


[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house.]


--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]


                        LEGEND
                     [Colored box.] Households With No Competitive Alternative


--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER       SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                             ASSESSMENT OF THE STATUS OF
                                             COMPETITION IN THE MARKET FOR THE
                                             DELIVERY OF VIDEO PROGRAMMING,"
                                             JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002; "REPORT
                                             ON CABLE INDUSTRY PRICES," FEDERAL
                                             COMMUNICATIONS COMMISSION, FEB. 14,
                                             2001, P. 9, AND DEC. 15, 1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of New Mexico and all
     Americans.


[Map of the United States with the phrase "107 Million Households" written
across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                    JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
                                    DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                    o    Local Channels, All Americans

                    o    One Nation, One Rate Card

                    o    Eliminates the "Digital Divide"



                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS



--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER


                                      ****



                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN NEW YORK



[ECHOSTAR LOGO]                                                    [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002


THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10 MARKETS IN
NEW YORK.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in New York, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in New York to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER







CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

NEW YORK

o   Despite the rapid growth of DBS since 1994, cable television clearly remains
    the dominant provider of multi-channel pay TV services across New York.

o   About 4.8 million of the 6.6 million TV households in New York subscribe to
    a cable service, which equates to about 72% of all New York households.


             [Map of the state of New York with portions in color.]

    LEGEND
    [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

NEW YORK

o   In New York, only those DBS TV households within the New York television
    market have a fully competitive multi-channel alternative to cable -- WITH
    local channels.

o   Competitive alternatives to cable did not seriously take form until the
    launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o   DBS offered more channels and superior picture and sound quality compared to
    cable, with one notable exception: consumers were not able to receive their
    local channels via satellite.

o   In 1999, Congress changed the law, allowing satellite carriers to offer
    local channels. Only at this point did DBS become a viable competitive
    alternative to cable, at least in the one market in New York in which
    DIRECTV and DISH Network began delivering local channels.

[Map of the state of New York and certain surrounding states with portions in
   color and with the phrase "999,000 DBS Subscribers" written across it.]


    LEGEND
    [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH,
                                             SEPT. 2001; SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

NEW YORK

o   As shown by this map, New York TV households outside the New York City
    television market do not have a true competitive alternative to cable.

o   Customers who live in markets in which DBS does not provide local channels
    are forced to either pay additional subscription fees for a basic cable
    service to receive their local channels, or install an off-air roof-top
    antenna -- and hope for good reception.

o   Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
    all local channels as well as the national pay cable networks to viewers in
    every one of the 10 local channel markets in New York.


[Map of the state of New York and certain surrounding states with portions
    in color and the phrase "9 TV Markets Unserved" written across it.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH,
                                             SEPT. 2001; SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

NEW YORK

o   DIRECTV and DISH Network engineering teams have developed a system that is
    TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
    deliver full local broadcast service, in all 210 U.S. television markets,
    including full compliance with federal must carry provisions.

o   The merger of DIRECTV and DISH Network will enable a fully competitive cable
    alternative -- DBS service with local channels -- in EVERY television market
    across the country, including all 10 markets in New York.

   [Map of the state of New York and certain surrounding states with portions
     in color and the phrase "All 10 Markets Unserved" written across it.]

    LEGEND
    [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                               2001; ECHOSTAR, HUGHES, FEB. 2002




WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o   The merger will end the inefficient use of spectrum by eliminating the need
    for each company to transmit more than 500 channels of duplicative
    programming.

o   The merger will combine each company's spectrum and advanced satellite
    assets, making the plan technically achievable.

o   The merger will combine the companies' subscriber bases, making service to
    smaller markets commercially feasible.

[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                           written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

NEW YORK

o   Implementation could begin immediately following merger approval, and the
    rollout can be completed as soon as 24 months later, allowing delivery of
    local channels to all 6.6 million TV households in New York.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

           [Map of the state of New York and certain surrounding states
              with portions in color and the phrase "Local Channels,
                All 6.6 Million Households" written across it.]

    LEGEND
    [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                               2001; ECHOSTAR, HUGHES, FEB. 2002






NATIONAL PRICING
--------------------------------------------------------------------------------

o   Consumers across the country will pay the same price for their DBS
    subscription services, regardless of where they reside. We are one nation,
    and we will offer one rate card.

o   For example: a resident of Milwaukee will pay the same fee for his or her
    local channel package as a customer in Cedarville, Ohio; a resident of
    Burlington, Vermont, will pay the same price for HBO as a customer in Salt
    Lake City; and a resident of Mountlake Terrace, Washington, will pay the
    same price for a basic 125-channel programming package as a customer in New
    York City.

             [Map of the United States with the phrase "One Nation,
                       One Rate Card" written across it.]


--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

NEW YORK

o   Another benefit of the EchoStar and HUGHES merger comes in the form of
    competitively priced high-speed Internet access, and the end of the
    so-called "digital divide" that exists in the "wired" world today.

o   This map clearly shows the areas where households do not have access to DSL
    or cable modem service -- the digital "have nots".

o   The primary reason for this is simply the expense of rolling out "wired"
    technologies, such as DSL and cable modem service, to millions of homes,
    particularly to those beyond the boundaries of urban and suburban markets.

o   Both EchoStar and HUGHES believe many of the "have nots" would be interested
    in fairly-priced, bundled video and high-speed data services.

          [Map of the state of New York and certain surrounding states
                            with portions in color.]

    LEGEND
    [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER          SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                DEPLOYMENT," JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

NEW YORK

o   The merger will bridge the digital divide in New York by providing consumers
    in every community with a competitively priced high-speed "broadband
    solution" available to them regardless of their location.

o   The efficiencies gained from the merged company's combined customer base
    will enable a high-speed Internet service to be offered that is not only
    price-competitive with existing providers in urban settings, but also a
    tremendous benefit for rural customers for whom DSL and cable modem service
    are unlikely to be available for years to come, if ever.

o   The merger will provide the technical and economic infrastructure to convert
    every household in New York and the country to a digital "have."

           [Map of the state of New York filled entirely with color.]

--------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                 DEPLOYMENT," JAN. 2002

ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o   Bringing all local channels and broadband service to all consumers' homes is
    not a simple endeavor. However, the DIRECTV and DISH Network engineering
    teams have designed a system that enables the receipt of local channels,
    other entertainment services AND high-speed Internet access using one
    consumer-friendly mini-dish.

o   An 18 x 22-inch dish will enable the receipt of signals from the merged
    company's three orbital slots.

o   New equipment will process signals from existing spacecraft as well as
    advanced satellites the merged company will launch to deliver the remaining
    local broadcast channels and high-speed Internet services to consumers in
    all states.

o   Equipment will be provided to existing DBS customers AT NO CHARGE --
    including free service call and installation -- to receive their new local
    channels.

        [Photo of a man on a ladder installing a DirecTV satellite dish
                            on the side of a house.]

--------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o   Eight years after the introduction of DBS services, 78% of multi-channel
    video subscribers still receive their programming from a franchised cable
    operator.

o   Cable operators' market dominance has been strengthened by their upgrades to
    digital video and cable modem services.

o   The cable industry's market dominance is further evidenced by its continual
    price increases to consumers: 37% on average since 1996.

o   The spectrum constraints which exist today will forever keep a separate
    DIRECTV and DISH Network at a competitive disadvantage to cable for those
    consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]


    LEGEND
    [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER          SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                               ASSESSMENT OF THE STATUS OF
                                               COMPETITION IN THE MARKET FOR THE
                                               DELIVERY OF VIDEO PROGRAMMING,"
                                               JAN. 14, 2002, PP. 11, 87;
                                               ECHOSTAR AND DIRECTV, JAN. 31,
                                               2002; "REPORT ON CABLE INDUSTRY
                                               PRICES," FEDERAL COMMUNICATIONS
                                               COMMISSION, FEB. 14, 2001, P. 9,
                                               AND DEC. 15, 1997, P. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o   The merger of spectrum at the three orbital slots eliminates these
    disadvantages through the addition of an enhanced satellite infrastructure
    that will enable delivery of local channels in EVERY one of the 210
    television markets across the country.

o   The merger of EchoStar and HUGHES ensures that prices for video AND data
    services will be the same throughout the country, whether the market is
    rural or urban/suburban: "one nation, one rate card."

o   The merged company will bridge the "digital divide" by moving satellite
    high-speed Internet access from its current high-priced niche to being
    price-competitive with existing providers -- a tremendous benefit for rural
    customers where DSL and cable modem service are unlikely to be available for
    years to come.

o   The EchoStar and HUGHES merger merits broad scale support for the clear and
    definitive benefits it will bring the residents of New York and all
    Americans.

       [Map of the United States with the phrase "107 Million Households"
                              written across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER            FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                          ASSESSMENT OF THE STATUS OF
                                          COMPETITION IN THE MARKET FOR THE
                                          DELIVERY OF VIDEO PROGRAMMING," JAN.
                                          14, 2002, PP. 11, 87; ECHOSTAR AND
                                          DIRECTV, JAN. 31, 2002

THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                           o   Local Channels, All Americans

                           o   One Nation, One Rate Card

                           o   Eliminates the "Digital Divide"

                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER











                                    * * * *



                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                       FOR ALL CONSUMERS IN NORTH CAROLINA



[ECHOSTAR LOGO]                                                    [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
NORTH CAROLINA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.



                                                                  CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER


--------------------------------------------------------------------------------

....CONTINUED


Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in North Carolina, and will have the
subscriber base and financial means to move current Ku-band satellite broadband
offerings from their status as expensive "niche" services to a more competitive
price point for consumers, and then ensure that next-generation Ka-band
satellite broadband service becomes a reality for consumers everywhere in the
United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in North Carolina to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

NORTH CAROLINA

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across North
     Carolina.

o    About 1.9 million of the 3 million TV households in North Carolina
     subscribe to a cable service, which equates to about 65% of all North
     Carolina households.

          [Map of the state of North Carolina with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas



--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                   SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

NORTH CAROLINA

o    In North Carolina, only those DBS TV households within the Atlanta,
     Charlotte, Greensboro et al, Greenville et al and Raleigh-Durham television
     markets have a fully competitive multi-channel alternative to cable -- WITH
     local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the five markets in North Carolina in
     which DIRECTV and DISH Network began delivering local channels.

[Map of the state of North Carolina and certain surrounding states with portions
   in color and with the phrase "872,000 DBS Subscribers" written across it.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

NORTH CAROLINA

o    As shown by this map, North Carolina TV households outside the Atlanta,
     Charlotte, Greensboro et al, Greenville et al and Raleigh-Durham television
     markets do not have a true competitive alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 11 local channel markets in North Carolina.

[Map of the state of North Carolina and certain surrounding states with portions
      in color and the phrase "6 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002




TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

NORTH CAROLINA

o    DIRECTV and DISH Network engineering teams have developed a system that
     is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company
     to deliver full local broadcast service, in all 210 U.S. television
     markets, including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 11 markets in North Carolina.

[Map of the state of North Carolina and certain surrounding states with portions
      in color and the phrase "All 11 Markets Served" written across it.]

     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER      SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                           ECHOSTAR, HUGHES, FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002




WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

NORTH CAROLINA

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 3 million TV households in North Carolina.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of North Carolina and certain surrounding states with portions
       in color and the phrase "Local Channels, All 3 Million Households"
                              written across it.]

     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002




NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

             [Map of the United States with the phrase "One Nation,
                       One Rate Card" written across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

NORTH CAROLINA

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.

          [Map of the state of North Carolina with portions in color.]

     LEGEND
     [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                  DEPLOYMENT," JAN. 2002





MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

NORTH CAROLINA

o    The merger will bridge the digital divide in North Carolina by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in North Carolina and the country to a digital
     "have."

        [Map of the state of North Carolina filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                 DEPLOYMENT," JAN. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.


        [Photo of a man on a ladder installing a DirecTV satellite dish
                            on the side of a house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER        SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                              ASSESSMENT OF THE STATUS OF
                                              COMPETITION IN THE MARKET FOR THE
                                              DELIVERY OF VIDEO PROGRAMMING,"
                                              JAN. 14, 2002, PP. 11, 87;
                                              ECHOSTAR AND DIRECTV, JAN. 31,
                                              2002; "REPORT ON CABLE INDUSTRY
                                              PRICES," FEDERAL COMMUNICATIONS
                                              COMMISSION, FEB. 14, 2001, P.9,
                                              AND DEC. 15, 1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of North Carolina and all
     Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                    JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
                                    DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                       o Local Channels, All Americans

                       o One Nation, One Rate Card

                       o Eliminates the "Digital Divide"



                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS


--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER







                                      ****

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                       FOR ALL CONSUMERS IN NORTH DAKOTA




[ECHOSTAR LOGO]                                                  [HUGHES LOGO]


-------------------------------------------------------------------------------
                                                                   FEBRUARY 2002



THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 2 MARKETS IN
NORTH DAKOTA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                   CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in North Dakota, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in North Dakota to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

NORTH DAKOTA

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across North
     Dakota.

o    About .15 million of the .25 million TV households in North Dakota
     subscribe to a cable service, which equates to about 65% of all North
     Dakota households.

           [Map of the state of North Dakota with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

o    Today only 65 million TV households, those within the 42 television markets
     served by DIRECTV and DISH Network, have a fully competitive multi-channel
     alternative to cable -- with local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in those markets in which DIRECTV and DISH
     Network began delivering local channels.


               [Map of the United States with portions in color.]

                              65 MILLION HOUSEHOLDS


     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER       SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
                                            MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

NORTH DAKOTA

o    As shown by this map, North Dakota TV households do not have a true
     competitive alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to
     provide any local channels to any of the 2 local channel markets in North
     Dakota.

 [MAP of the state of North Dakota and certain surrounding areas with portions
      in color and the phrase "2 TV Markets Unserved" written across it.]



     LEGEND
     [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER               SOURCE: NIELSEN MEDIA RESEARCH,
                                                    SEPT. 2001; SKYRESEARCH,
                                                    FEB. 2002; ECHOSTAR AND
                                                    DIRECTV, JAN. 31, 2002





TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

NORTH DAKOTA

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.


o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 2 markets in North Dakota.


[Map of the state of North Dakota and certain surrounding areas with portions in
        color and the phrase "All 2 Markets Served" written across it.]


     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER               SOURCE: NIELSEN MEDIA RESEARCH,
                                                    SEPT. 2001; ECHOSTAR,
                                                    HUGHES, FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees.]                [110 degrees.]              [101 degrees.]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002




WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

NORTH DAKOTA

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all .25 million TV households in North Dakota.

[119 degrees.]              [110 degrees.]               [101 degrees.]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of North Dakota and certain surrounding areas with portions in
   color and the phrase "Local Channels, All .25 Million Households" written
                                  across it.]



     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER               SOURCE: NIELSEN MEDIA RESEARCH,
                                                    SEPT. 2001; ECHOSTAR,
                                                    HUGHES, FEB. 2002




NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

NORTH DAKOTA

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.

           [Map of the state of North Dakota with portions in color.]

     LEGEND
     [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER              SOURCE: THE BUXTON COMPANY,
                                                    "BROADBAND DEPLOYMENT,"
                                                    JAN. 2002




MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

NORTH DAKOTA

o    The merger will bridge the digital divide in North Dakota by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in North Dakota and the country to a digital
     "have."

         [Map of the state of North Dakota filled entirely with color.]


--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER              SOURCE: THE BUXTON COMPANY,
                                                    "BROADBAND DEPLOYMENT,"
                                                    JAN. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER              SOURCE: FCC EIGHTH ANNUAL REPORT,
                                                    "ANNUAL ASSESSMENT OF THE
                                                    STATUS OF COMPETITION IN THE
                                                    MARKET FOR THE DELIVERY OF
                                                    VIDEO PROGRAMMING," JAN. 14,
                                                    2002, PP. 11, 87; ECHOSTAR
                                                    AND DIRECTV, JAN. 31, 2002;
                                                    "REPORT ON CABLE INDUSTRY
                                                    PRICES," FEDERAL
                                                    COMMUNICATIONS COMMISSION,
                                                    FEB. 14, 2001, P. 9, AND
                                                    DEC. 15, 1997, P. 7





LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of North Dakota and all
     Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER              FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING,"
                                            JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                            AND DIRECTV, JAN. 31, 2002





THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                        o Local Channels, All Americans

                        o One Nation, One Rate Card

                        o Eliminates the "Digital Divide"



                TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS




--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER




















                                      ****


--------------------------------------------------------------------------------

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                           FOR ALL CONSUMERS IN OHIO




[ECHOSTAR LOGO]                                                    [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   February 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 12 MARKETS IN
OHIO.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Ohio, and will have the subscriber base and
financial means to move current Ku-band satellite broadband offerings from their
status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Ohio to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

OHIO

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across Ohio.

o    About 3 million of the 4.3 million TV households in Ohio subscribe to a
     cable service, which equates to about 70% of all Ohio households.

              [Map of the state of Ohio with portions in color]


                                     LEGEND
                                     [Colored box.]       Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

OHIO

o    In Ohio, only those DBS TV households within the Cincinnati, Cleveland and
     Columbus television markets have a fully competitive multi-channel
     alternative to cable -- WITH local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the three markets in Ohio in which
     DIRECTV and DISH Network began delivering local channels.


[Map of the state of Ohio and certain surrounding states with portions in color
and with the phrase "786,000 DBS Subscribers" written across it]


         LEGEND
         [Colored box.] Households With Access to DBS With Local Channel
--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR
                                            AND DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

OHIO

o    As shown by this map, Ohio TV households outside the Cincinnati, Cleveland
     and Columbus television markets do not have a true competitive alternative
     to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 12 local channel markets in Ohio.


[Map of the state of Ohio and certain surrounding states with portions in color
and the phrase "9 TV Markets Unserved" written across it.]


                 LEGEND
                 [Colored box.] Households With No Competitive Alternative Today





--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER                SOURCE: NIELSEN MEDIA RESEARCH,
                                                     SEPT. 2001; SKYRESEARCH,
                                                     FEB. 2002; ECHOSTAR AND
                                                     DIRECTV, JAN. 31, 2002


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

OHIO

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 12 markets in Ohio.

[Map of the state of Ohio and certain surrounding states with portions in color
and the phrase "All 12 Markets Served" written across it]

      LEGEND
      [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER            SOURCE: NIELSEN MEDIA RESEARCH,
                                                 SEPT. 2001; ECHOSTAR, HUGHES,
                                                 FEB. 2002



WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]                 [110 degrees]              [101 degrees]
[Picture of satellite.]       [Picture of satellite.]    [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

OHIO

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 4.3 million TV households in Ohio.


[119 degrees]                 [110 degrees]              [101 degrees]
[Picture of satellite.]       [Picture of satellite.]    [Picture of satellite.]


[Map of the state of Ohio and certain surrounding states with portions in color
and the phrase "Local Channels, All 4.3 Million Households" written across it.]

        LEGEND
        [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER            SOURCE: NIELSEN MEDIA RESEARCH,
                                                 SEPT. 2001; ECHOSTAR, HUGHES,
                                                 FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]


--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

OHIO

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.

             [Map of the state of Ohio with portions in color]

                LEGEND
                [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER                 SOURCE: THE BUXTON COMPANY,
                                                       "BROADBAND DEPLOYMENT,"
                                                       JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

OHIO

o    The merger will bridge the digital divide in Ohio by providing consumers in
     every community with a competitively priced high-speed "broadband solution"
     available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in Ohio and the country to a digital "have."




            [Map of the state of Ohio filled entirely with color.]





--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER                 SOURCE: THE BUXTON COMPANY,
                                                       "BROADBAND DEPLOYMENT,"
                                                       JAN. 2002



ONE NATION, ONE DISH

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.



[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house.]




--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

              [Map of the United States with portions in color.]

             LEGEND
             [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER           SOURCE: FCC EIGHTH ANNUAL REPORT,
                                                 "ANNUAL ASSESSMENT OF THE
                                                 STATUS OF COMPETITION IN THE
                                                 MARKET FOR THE DELIVERY OF
                                                 VIDEO PROGRAMMING," JAN. 14,
                                                 2002, PP. 11, 87; ECHOSTAR AND
                                                 DIRECTV, JAN. 31, 2002; "REPORT
                                                 ON CABLE INDUSTRY PRICES,"
                                                 FEDERAL COMMUNICATIONS
                                                 COMMISSION, FEB. 14, 2001,
                                                 P. 9, AND DEC. 15, 1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Ohio and all Americans.

[Map of the United States with the phrase "107 Million Households" written
across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                    JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
                                    DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                    o    Local Channels, All Americans

                    o    One Nation, One Rate Card

                    o    Eliminates the "Digital Divide"



                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS






--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER



                                      ****



                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                           FOR ALL CONSUMERS IN OREGON



[ECHOSTAR LOGO]                                                    [HUGHES LOGO]


--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002


THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 7 MARKETS IN
OREGON.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Oregon, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Oregon to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

OREGON

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Oregon.

o    About .8 million of the 1.3 million TV households in Oregon subscribe to a
     cable service, which equates to about 63% of all Oregon households.



           [Map of the state of Oregon with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

OREGON

o    In Oregon, only those DBS TV households within the Portland television
     market have a fully competitive multi-channel alternative to cable -- WITH
     local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the one market in Oregon in which DIRECTV
     and DISH Network began delivering local channels.


  [Map of the state of Oregon and certain surrounding states with portions in
     color and with the phrase "286,000 DBS Subscribers" written across it.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels
--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER             SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                          2001; SKYRESEARCH, FEB. 2002; ECHOSTAR
                                          AND DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

OREGON

o    As shown by this map, Oregon TV households outside the Portland television
     market do not have a true competitive alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 7 local channel markets in Oregon.

  [Map of the state of Oregon and certain surrounding states with portions
     in color and the phrase "6 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative Today
--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER             SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                          2001; SKYRESEARCH, FEB. 2002; ECHOSTAR
                                          AND DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

OREGON

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 7 markets in Oregon.


   [Map of the state of Oregon and certain surrounding states with portions
     in color and the phrase "All 7 Markets Served" written across it.]

     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER              SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                           2001; ECHOSTAR, HUGHES, FEB. 2002





WITHOUT MERGER: INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]                [110 degrees]               [101 degrees]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                             written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002


WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

OREGON

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 1.3 million TV households in Oregon.


     [119 degrees]             [110 degrees]            [101 degrees]
     [Picture of satellite.]   [Picture of satellite.]  [Picture of satellite.]

        [Map of the state of Oregon and certain surrounding states with
               portions in color and the phrase "Local Channels,
                All 1.3 Million Households" written across it.]

     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER              SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                           2001; ECHOSTAR, HUGHES, FEB. 2002


NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

                   [Map of the United States with the phrase
                "One Nation, One Rate Card" written across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

OREGON

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.



              [Map of the state of Oregon with portions in color.]


     LEGEND
     [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                          DEPLOYMENT," JAN. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

OREGON

o    The merger will bridge the digital divide in Oregon by providing consumers
     in every community with a competitively priced high-speed "broadband
     solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in Oregon and the country to a digital "have."


            [Map of the state of Oregon filled entirely with color.]


--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                          DEPLOYMENT," JAN. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

                [Photo of a man on a ladder installing a DirecTV
                    satellite dish on the side of a house.]


--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color.]


     LEGEND
     [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER              SOURCE: FCC EIGHTH ANNUAL REPORT,
                                            "ANNUAL ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING," JAN.
                                            14, 2002, PP. 11, 87; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002; "REPORT ON
                                            CABLE INDUSTRY PRICES," FEDERAL
                                            COMMUNICATIONS COMMISSION, FEB. 14,
                                            2001, P. 9, AND DEC. 15, 1997, P. 7




LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Oregon and all
     Americans.

                   [Map of the United States with the phrase
                  "107 Million Households" written across it.]


--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER          FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                        ECHOSTAR AND DIRECTV, JAN. 31, 2002


THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------



                         o   Local Channels, All Americans

                         o   One Nation, One Rate Card

                         o   Eliminates the "Digital Divide"



                TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS




--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER




















                                    * * * *

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                       FOR ALL CONSUMERS IN PENNSYLVANIA



[ECHOSTAR LOGO]                                                   [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002





THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 11 MARKETS IN
PENNSYLVANIA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                   CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Pennsylvania, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Pennsylvania to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

PENNSYLVANIA

o  Despite the rapid growth of DBS since 1994, cable television clearly remains
   the dominant provider of multi-channel pay TV services across Pennsylvania.

o  About 3.5 million of the 4.6 million TV households in Pennsylvania subscribe
   to a cable service, which equates to about 78% of all Pennsylvania
   households.

           [Map of the state of Pennsylvania with portions in color.]

   LEGEND
   [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002





HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

PENNSYLVANIA

o  In Pennsylvania, only those DBS TV households within the New York,
   Philadelphia, Pittsburgh and Washington, D.C. television markets have a fully
   competitive multi-channel alternative to cable -- WITH local channels.

o  Competitive alternatives to cable did not seriously take form until the
   launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o  DBS offered more channels and superior picture and sound quality compared to
   cable, with one notable exception: consumers were not able to receive their
   local channels via satellite.

o  In 1999, Congress changed the law, allowing satellite carriers to offer local
   channels. Only at this point did DBS become a viable competitive alternative
   to cable, at least in the four markets in Pennsylvania in which DIRECTV and
   DISH Network began delivering local channels.

 [Map of the state of Pennsylvania and certain surrounding states with portions
   in color and with the phrase "608,000 DBS Subscribers" written across it.]

   LEGEND
   [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002





HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

PENNSYLVANIA

o  As shown by this map, Pennsylvania TV households outside the New York,
   Philadelphia, Pittsburgh and Washington, D.C. television markets do not have
   a true competitive alternative to cable.

o  Customers who live in markets in which DBS does not provide local channels
   are forced to either pay additional subscription fees for a basic cable
   service to receive their local channels, or install an off-air roof-top
   antenna -- and hope for good reception.

o  Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
   all local channels as well as the national pay cable networks to viewers in
   every one of the 11 local channel markets in Pennsylvania.

 [Map of the state of Pennsylvania and certain surrounding states with portions
      in color and the phrase "7 TV Markets Unserved" written across it.]

   LEGEND
   [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002






TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

PENNSYLVANIA

o  DIRECTV and DISH Network engineering teams have developed a system that is
   TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
   deliver full local broadcast service, in all 210 U.S. television markets,
   including full compliance with federal must carry provisions.

o  The merger of DIRECTV and DISH Network will enable a fully competitive cable
   alternative -- DBS service with local channels -- in EVERY television market
   across the country, including all 11 markets in Pennsylvania.

 [Map of the state of Pennsylvania and certain surrounding states with portions
      in color and the phrase "All 11 Markets Served" written across it.]

   LEGEND
   [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002






WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o  The merger will end the inefficient use of spectrum by eliminating the need
   for each company to transmit more than 500 channels of duplicative
   programming.

o  The merger will combine each company's spectrum and advanced satellite
   assets, making the plan technically achievable.

o  The merger will combine the companies' subscriber bases, making service to
   smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002




WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

PENNSYLVANIA

o  Implementation could begin immediately following merger approval, and the
   rollout can be completed as soon as 24 months later, allowing delivery of
   local channels to all 4.6 million TV households in Pennsylvania.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

 [Map of the state of Pennsylvania and certain surrounding states with portions
      in color and the phrase "Local Channels, All 4.6 Million Households"
                              written across it.]

   LEGEND
   [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002




NATIONAL PRICING
--------------------------------------------------------------------------------

o  Consumers across the country will pay the same price for their DBS
   subscription services, regardless of where they reside. We are one nation,
   and we will offer one rate card.

o  For example: a resident of Milwaukee will pay the same fee for his or her
   local channel package as a customer in Cedarville, Ohio; a resident of
   Burlington, Vermont, will pay the same price for HBO as a customer in Salt
   Lake City; and a resident of Mountlake Terrace, Washington, will pay the same
   price for a basic 125-channel programming package as a customer in New York
   City.

     [Map of the United States with the phrase "One Nation, One Rate Card"
                              written across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

PENNSYLVANIA

o  Another benefit of the EchoStar and HUGHES merger comes in the form of
   competitively priced high-speed Internet access, and the end of the so-called
   "digital divide" that exists in the "wired" world today.

o  This map clearly shows the areas where households do not have access to DSL
   or cable modem service -- the digital "have nots".

o  The primary reason for this is simply the expense of rolling out "wired"
   technologies, such as DSL and cable modem service, to millions of homes,
   particularly to those beyond the boundaries of urban and suburban markets.

o  Both EchoStar and HUGHES believe many of the "have nots" would be interested
   in fairly-priced, bundled video and high-speed data services.

           [Map of the state of Pennsylvania with portions in color.]

   LEGEND
   [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER         SOURCE: THE BUXTON COMPANY, "BROADBAND
                                               DEPLOYMENT," JAN. 2002







MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

PENNSYLVANIA

o  The merger will bridge the digital divide in Pennsylvania by providing
   consumers in every community with a competitively priced high-speed
   "broadband solution" available to them regardless of their location.

o  The efficiencies gained from the merged company's combined customer base will
   enable a high-speed Internet service to be offered that is not only
   price-competitive with existing providers in urban settings, but also a
   tremendous benefit for rural customers for whom DSL and cable modem service
   are unlikely to be available for years to come, if ever.

o  The merger will provide the technical and economic infrastructure to convert
   every household in Pennsylvania and the country to a digital "have."

         [Map of the state of Pennsylvania filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                 DEPLOYMENT," JAN. 2002








ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o  Bringing all local channels and broadband service to all consumers' homes is
   not a simple endeavor. However, the DIRECTV and DISH Network engineering
   teams have designed a system that enables the receipt of local channels,
   other entertainment services AND high-speed Internet access using one
   consumer-friendly mini-dish.

o  An 18 x 22-inch dish will enable the receipt of signals from the merged
   company's three orbital slots.

o  New equipment will process signals from existing spacecraft as well as
   advanced satellites the merged company will launch to deliver the remaining
   local broadcast channels and high-speed Internet services to consumers in all
   states.

o  Equipment will be provided to existing DBS customers AT NO CHARGE --
   including free service call and installation -- to receive their new local
   channels.

        [Photo of a man on a ladder installing a DirecTV satellite dish
                            on the side of a house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002








CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o  Eight years after the introduction of DBS services, 78% of multi-channel
   video subscribers still receive their programming from a franchised cable
   operator.

o  Cable operators' market dominance has been strengthened by their upgrades to
   digital video and cable modem services.

o  The cable industry's market dominance is further evidenced by its continual
   price increases to consumers: 37% on average since 1996.

o  The spectrum constraints which exist today will forever keep a separate
   DIRECTV and DISH Network at a competitive disadvantage to cable for those
   consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

   LEGEND
   [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER      SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING," JAN.
                                            14, 2002, PP. 11, 87; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002; "REPORT ON
                                            CABLE INDUSTRY PRICES," FEDERAL
                                            COMMUNICATIONS COMMISSION, FEB. 14,
                                            2001, P. 9, AND DEC. 15, 1997, P. 7






LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o  The merger of spectrum at the three orbital slots eliminates these
   disadvantages through the addition of an enhanced satellite infrastructure
   that will enable delivery of local channels in EVERY one of the 210
   television markets across the country.

o  The merger of EchoStar and HUGHES ensures that prices for video AND data
   services will be the same throughout the country, whether the market is rural
   or urban/suburban: "one nation, one rate card."

o  The merged company will bridge the "digital divide" by moving satellite
   high-speed Internet access from its current high-priced niche to being
   price-competitive with existing providers -- a tremendous benefit for rural
   customers where DSL and cable modem service are unlikely to be available for
   years to come.

o  The EchoStar and HUGHES merger merits broad scale support for the clear and
   definitive benefits it will bring the residents of Pennsylvania and all
   Americans.

       [Map of the United States with the phrase "107 Million Households"
                              written across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING," JAN.
                                    14, 2002, PP. 11, 87; ECHOSTAR AND DIRECTV,
                                    JAN. 31, 2002






THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                         o Local Channels, All Americans

                         o One Nation, One Rate Card

                         o Eliminates the "Digital Divide"



                TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS




--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER







SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER






                                      ****



                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                       FOR ALL CONSUMERS IN SOUTH CAROLINA

[ECHOSTAR LOGO]                                                   [HUGHES LOGO]

-------------------------------------------------------------------------------
                                                                  FEBRUARY 2002



THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------

February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 7
MARKETS IN SOUTH CAROLINA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                   CONTINUED...
-------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER




-------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in South Carolina, and will have the
subscriber base and financial means to move current Ku-band satellite broadband
offerings from their status as expensive "niche" services to a more competitive
price point for consumers, and then ensure that next-generation Ka-band
satellite broadband service becomes a reality for consumers everywhere in the
United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in South Carolina to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #

-------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER






CABLE FRANCHISE AREAS
-------------------------------------------------------------------------------

SOUTH CAROLINA

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     South Carolina.

o    About .9 million of the 1.5 million TV households in South Carolina
     subscribe to a cable service, which equates to about 63% of all South
     Carolina households.

         [Map of the state of South Carolina with portions in color.]

                      LEGEND
                      [Colored box.] Cable Franchise Areas

-------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
-------------------------------------------------------------------------------

SOUTH CAROLINA

o    In South Carolina, only those DBS TV households within the Charlotte and
     Greenville et al television markets have a fully competitive multi-channel
     alternative to cable -- with local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the two markets in South Carolina in
     which DIRECTV and DISH Network began delivering local channels.

[Map of the state of South Carolina and certain surrounding states with
portions in color and with the phrase"389,000 DBS Subscribers" written across
it.]

         LEGEND
         [Colored box.] Households With Access to DBS With Local Channels

-------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR
                                            AND DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
-------------------------------------------------------------------------------

SOUTH CAROLINA

o    As shown by this map, South Carolina TV households outside the Charlotte
     and Greenville et al television markets do not have a true competitive
     alternative to cable.

o    Customers who live in markets in which DBS does not provide local
     channels are forced to either pay additional subscription fees for a basic
     cable service to receive their local channels, or install an off-air
     roof-top antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 7 local channel markets in South Carolina.

[Map of the state of South Carolina and certain surrounding states with
portions in color and the phrase"5 TV Markets Unserved" written across it.]

         LEGEND
         [Colored box.] Households With No Competitive Alternative Today

-------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR
                                            AND DIRECTV, JAN. 31, 2002





TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
-------------------------------------------------------------------------------

SOUTH CAROLINA

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 7 markets in South Carolina.

[Map of the state of South Carolina and certain surrounding states with
portions in color and the phrase "All 7 Markets Served" written across it.]
     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

-------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002





WITHOUT MERGER: INEFFICIENT SPECTRUM USE
-------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the
     need for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]

-------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002






WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
-------------------------------------------------------------------------------

SOUTH CAROLINA

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 1.5 million TV households in South Carolina.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of South Carolina and certain surrounding states with
portions in color and the phrase "Local Channels, All 1.5 Million Households"
written across it.]

       LEGEND
       [Colored box.] DBS Households Served by Local Channels After Merger

-------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIDA RESEARCH, SEPT. 2001;
                                            ECHOSTAR, HUGHES, FEB. 2002







NATIONAL PRICING
-------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]

-------------------------------------------------------------------------------
10   THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND: THE DIGITAL "HAVE NOTS"
-------------------------------------------------------------------------------

SOUTH CAROLINA

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

o    This map clearly shows the areas where households do not have access to
     DSL or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.

         [Map of the state of South Carolina with portions in color.]

               LEGEND
               [Colored box.] Households Without Broadband Access
-------------------------------------------------------------------------------
11 THE ECHOSTAR/HUGHES MERGER       SOURCE: THE BUXTON COMPANY, "BROADBAND
                                            DEPLOYMENT," JAN. 2002






MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
-------------------------------------------------------------------------------

SOUTH CAROLINA

o    The merger will bridge the digital divide in South Carolina by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in South Carolina and the country to a digital
     "have."

       [Map of the state of South Carolina filled entirely with color.]

-------------------------------------------------------------------------------
12 THE ECHOSTAR/HUGHES MERGER       SOURCE: THE BUXTON COMPANY, "BROADBAND
                                            DEPLOYMENT," JAN. 2002





ONE NATION, ONE DISH
-------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side
of a house.]

-------------------------------------------------------------------------------
13 THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002





CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
-------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its
     continual price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

              [Map of the United States with portions in color.]


            LEGEND
            [Colored box.] Households With No Competitive Alternative
-------------------------------------------------------------------------------
14 THE ECHOSTAR/HUGHES MERGER       SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING,"
                                            JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                            AND DIRECTV, JAN. 31, 2002; "REPORT
                                            ON CABLE INDUSTRY PRICES," FEDERAL
                                            COMMUNICATIONS COMMISSION, FEB. 14,
                                            2001, P. 9, AND DEC. 15, 1997, P. 7




LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
-------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear
     and definitive benefits it will bring the residents of South Carolina and
     all Americans.

[Map of the United States with the phrase "107 Million Households" written
across it.]


-------------------------------------------------------------------------------
15 THE ECHOSTAR/HUGHES MERGER               FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING,"
                                            JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                            AND DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------

                       o Local Channels, All Americans

                       o One Nation, One Rate Card

                       o Eliminates the "Digital Divide"


                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS


-------------------------------------------------------------------------------
16 THE ECHOSTAR/HUGHES MERGER




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER

                                      ****

                           THE ECHOSTAR/HUGHES MERGER


                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                        FOR ALL CONSUMERS IN SOUTH DAKOTA



[ECHOSTAR LOGO]                                                    [HUGHES LOGO]


--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
SOUTH DAKOTA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2   THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------
....CONTINUED

Consumers across the country will pay the same price for services delivered
by the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately
upon regulatory approval of the merger, and the rollout can be completed as
soon as 24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to
all of America, including the most rural areas of the country. The "digital
divide" in the United States is real: some 40 million households in the
United States do not have access to high-speed Internet and data services,
in large part due to the high cost of wiring homes for these services in
less densely populated areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform
that will liberate these digital "have nots" by serving every household in
the nation, including every household in South Dakota, and will have the
subscriber base and financial means to move current Ku-band satellite
broadband offerings from their status as expensive "niche" services to a
more competitive price point for consumers, and then ensure that
next-generation Ka-band satellite broadband service becomes a reality for
consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous
competition to incumbent cable operators, and will not have anticompetitive
effects in any market. As this booklet illustrates, the benefits from this
merger will allow all consumers in South Dakota to receive their full
complement of local channels and national entertainment networks, as well as
provide a new source of meaningful satellite-based broadband competition.

                                   # # #

--------------------------------------------------------------------------------
3   THE ECHOSTAR/HUGHES MERGER

CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

SOUTH DAKOTA

o   Despite the rapid growth of DBS since 1994, cable television clearly remains
    the dominant provider of multi-channel pay TV services across South Dakota.

o   About .2 million of the .3 million TV households in South Dakota subscribe
    to a cable service, which equates to about 65% of all South Dakota
    households.

           [Map of the state of South Dakota with portions in color.]

    LEGEND
    [Colored box.] Cable Franchise Areas



-------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER                   SOURCE: SKYRESEARCH, FEB. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

o   Today only 65 million TV households, those within the 42 television markets
    served by DIRECTV and DISH Network, have a fully competitive multi-channel
    alternative to cable -- with local channels.

o   Competitive alternatives to cable did not seriously take form until the
    launch of DIRECTV in 1994, later joined by DISH Network in 1996.

o   DBS offered more channels and superior picture and sound quality compared to
    cable, with one notable exception: consumers were not able to receive their
    local channels via satellite.

o   In 1999, Congress changed the law, allowing satellite carriers to offer
    local channels. Only at this point did DBS become a viable competitive
    alternative to cable, at least in those markets in which DIRECTV and DISH
    Network began delivering local channels.


        [Map of the United States with portions in color and with the phrase
                  "65 Million Households" written above it.]

    LEGEND
    [Colored box.] Households With Access to DBS With Local Channels



-------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER              SOURCE: SKYRESEARCH, FEB. 2002;
                                                    NIELSEN MEDIA RESEARCH,
                                                    SEPT. 2001; ECHOSTAR AND
                                                    DIRECTV, JAN. 31, 2002



HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

SOUTH DAKOTA

o   As shown by this map, South Dakota TV households do not have a true
    competitive alternative to cable.

o   Customers who live in markets in which DBS does not provide local channels
    are forced to either pay additional subscription fees for a basic cable
    service to receive their local channels, or install an off-air roof-top
    antenna -- and hope for good reception.

o   Neither DIRECTV nor DISH Network, alone, have sufficient spectrum to provide
    any local channels to any of the 4 local markets in South Dakota.


[Map of the state of South Dakota and certain surrounding states with portions
    in color and the phrase "4 TV Markets Unserved" written across it.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative Today



--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
-------------------------------------------------------------------------------

o   DIRECTV and DISH Network engineering teams have developed a system that is
    TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
    deliver full local broadcast service, in all 210 U.S. television markets,
    including full compliance with federal must carry provisions.

o   The merger of DIRECTV and DISH Network will enable a fully competitive cable
    alternative -- DBS service with local channels -- in EVERY television market
    across the country, including all 4 markets in South Dakota.


[Map of the state of South Dakota and certain surrounding states with portions
      in color and the phrase "All 4 Markets Served" written across it.]

    LEGEND
    [Colored box.] TV Households With Competitive Alternative After Merger



-------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER             SOURCE: NIELSEN MEDIA RESEARCH,
                                                   SEPT. 2001; ECHOSTAR, HUGHES,
                                                   FEB. 2002

WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
-------------------------------------------------------------------------------

o   The merger will end the inefficient use of spectrum by eliminating the need
    for each company to transmit more than 500 channels of duplicative
    programming.

o   The merger will combine each company's spectrum and advanced satellite
    assets, making the plan technically achievable.

o   The merger will combine the companies' subscriber bases, making service to
    smaller markets commercially feasible.


[119 degrees.]               [110 degrees.]              [101 degrees.]
[Picture of satellite.]      [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                            written across it.]



-------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002


WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
-------------------------------------------------------------------------------

SOUTH DAKOTA

o   Implementation could begin immediately following merger approval, and the
    rollout can be completed as soon as 24 months later, allowing delivery of
    local channels to all .3 million TV households in South Dakota.



[119 degrees.]              [110 degrees.]               [101 degrees.]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

     [Map of the state of South Dakota and certain surrounding states
        with portions in color and the phrase "Local Channels,
            All .3 Million Households" written across it.]

    LEGEND
    [Colored box.] DBS Households Served by Local Channels After Merger



--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER             SOURCE: NIELSEN MEDIA RESEARCH,
                                                   SEPT. 2001; ECHOSTAR, HUGHES,
                                                   FEB. 2002


NATIONAL PRICING
-------------------------------------------------------------------------------

o   Consumers across the country will pay the same price for their DBS
    subscription services, regardless of where they reside. We are one nation,
    and we will offer one rate card.

o   For example: a resident of Milwaukee will pay the same fee for his or her
    local channel package as a customer in Cedarville, Ohio; a resident of
    Burlington, Vermont, will pay the same price for HBO as a customer in Salt
    Lake City; and a resident of Mountlake Terrace, Washington, will pay the
    same price for a basic 125-channel programming package as a customer in New
    York City.


      [Map of the United States with the phrase "One Nation, One Rate Card"
                              written across it.]



-------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

SOUTH DAKOTA

o   Another benefit of the EchoStar and HUGHES merger comes in the form of
    competitively priced high-speed Internet access, and the end of the
    so-called "digital divide" that exists in the "wired" world today.

o   This map clearly shows the areas where households do not have access to DSL
    or cable modem service -- the digital "have nots".

o   The primary reason for this is simply the expense of rolling out "wired"
    technologies, such as DSL and cable modem service, to millions of homes,
    particularly to those beyond the boundaries of urban and suburban markets.

o   Both EchoStar and HUGHES believe many of the "have nots" would be interested
    in fairly-priced, bundled video and high-speed data services.


             [Map of the state of South Dakota with portions in color.]

    LEGEND
    [Colored box.] Households Without Broadband Access



-------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER                 SOURCE: THE BUXTON COMPANY,
                                                       "BROADBAND DEPLOYMENT,"
                                                       JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
-------------------------------------------------------------------------------

SOUTH DAKOTA

o   The merger will bridge the digital divide in South Dakota by providing
    consumers in every community with a competitively priced high-speed
    "broadband solution" available to them regardless of their location.

o   The efficiencies gained from the merged company's combined customer base
    will enable a high-speed Internet service to be offered that is not only
    price-competitive with existing providers in urban settings, but also a
    tremendous benefit for rural customers for whom DSL and cable modem service
    are unlikely to be available for years to come, if ever.

o   The merger will provide the technical and economic infrastructure to convert
    every household in South Dakota and the country to a digital "have."


       [Map of the state of South Dakota filled entirely with color.]



-------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER                 SOURCE: THE BUXTON COMPANY,
                                                       "BROADBAND DEPLOYMENT,"
                                                       JAN. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o   Bringing all local channels and broadband service to all consumers' homes is
    not a simple endeavor. However, the DIRECTV and DISH Network engineering
    teams have designed a system that enables the receipt of local channels,
    other entertainment services and high-speed Internet access using one
    consumer-friendly mini-dish.

o   An 18 x 22-inch dish will enable the receipt of signals from the merged
    company's three orbital slots.

o   New equipment will process signals from existing spacecraft as well as
    advanced satellites the merged company will launch to deliver the remaining
    local broadcast channels and high-speed Internet services to consumers in
    all states.

o   Equipment will be provided to existing DBS customers AT NO
    CHARGE -- including free service call and installation -- to receive their
    new local channels.


           [Photo of a man on a ladder installing a DirecTV satellite dish
                            on the side of a house.]


--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
-------------------------------------------------------------------------------

o   Eight years after the introduction of DBS services, 78% of multi-channel
    video subscribers still receive their programming from a franchised cable
    operator.

o   Cable operators' market dominance has been strengthened by their upgrades to
    digital video and cable modem services.

o   The cable industry's market dominance is further evidenced by its continual
    price increases to consumers: 37% on average since 1996.

o   The spectrum constraints which exist today will forever keep a separate
    DIRECTV and DISH Network at a competitive disadvantage to cable for those
    consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative



--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER        SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                              ASSESSMENT OF THE STATUS OF
                                              COMPETITION IN THE MARKET FOR THE
                                              DELIVERY OF VIDEO PROGRAMMING,"
                                              JAN. 14, 2002, PP. 11, 87;
                                              ECHOSTAR AND DIRECTV, JAN. 31,
                                              2002; "REPORT ON CABLE INDUSTRY
                                              PRICES," FEDERAL COMMUNICATIONS
                                              COMMISSION, FEB. 14, 2001, P. 9,
                                              AND DEC. 15, 1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
-------------------------------------------------------------------------------

o   The merger of spectrum at the three orbital slots eliminates these
    disadvantages through the addition of an enhanced satellite infrastructure
    that will enable delivery of local channels in EVERY one of the 210
    television markets across the country.

o   The merger of EchoStar and HUGHES ensures that prices for video AND data
    services will be the same throughout the country, whether the market is
    rural or urban/suburban: "one nation, one rate card."

o   The merged company will bridge the "digital divide" by moving satellite
    high-speed Internet access from its current high-priced niche to being
    price-competitive with existing providers -- a tremendous benefit for rural
    customers where DSL and cable modem service are unlikely to be available for
    years to come.

o   The EchoStar and HUGHES merger merits broad scale support for the clear and
    definitive benefits it will bring the residents of South Dakota and all
    Americans.


   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]



--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                    JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
                                    DIRECTV, JAN. 31, 2002


THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------

                       o  Local Channels, All Americans

                       o  One Nation, One Rate Card

                       o  Eliminates the "Digital Divide"


                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS



-------------------------------------------------------------------------------
16   THE ECHOSTAR/HUGHES MERGER


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER














                                      ****

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                         FOR ALL CONSUMERS IN TENNESSEE




      [ECHOSTAR LOGO]                                  [HUGHES LOGO]




--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
-------------------------------------------------------------------------------
February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 8
MARKETS IN TENNESSEE.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.



                                                                    CONTINUED...
--------------------------------------------------------------------------------
2   THE ECHOSTAR/HUGHES MERGER



-------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Tennessee, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Tennessee to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #



-------------------------------------------------------------------------------
3   THE ECHOSTAR/HUGHES MERGER


CABLE FRANCHISE AREAS
-------------------------------------------------------------------------------

TENNESSEE

o   Despite the rapid growth of DBS since 1994, cable television clearly remains
    the dominant provider of multi-channel pay TV services across Tennessee.

o   About 1.4 million of the 2.1 million TV households in Tennessee subscribe to
    a cable service, which equates to about 66% of all Tennessee households.


            [Map of the state of Tennessee with portions in color.]

    LEGEND
    [Colored box.] Cable Franchise Areas



--------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

TENNESSEE

o   In Tennessee, only those DBS TV households within the Memphis and Nashville
    television markets have a fully competitive multi-channel alternative to
    cable -- WITH local channels.

o   Competitive alternatives to cable did not seriously take form until the
    launch of DIRECTV((R)) in 1994, later joined by DISH Network in 1996.

o   DBS offered more channels and superior picture and sound quality compared to
    cable, with one notable exception: consumers were not able to receive their
    local channels via satellite.

o   In 1999, Congress changed the law, allowing satellite carriers to offer
    local channels. Only at this point did DBS become a viable competitive
    alternative to cable, at least in the two markets in Tennessee in which
    DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Tennessee and certain surrounding states with portions in
    color and with the phrase "559,000 DBS Subscribers" written across it.]

    LEGEND
    [Colored box.] Households With Access to DBS With Local Channels



-------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
-------------------------------------------------------------------------------

TENNESSEE

o   As shown by this map, Tennessee TV households outside the Memphis and
    Nashville television markets do not have a true competitive alternative to
    cable.

o   Customers who live in markets in which DBS does not provide local channels
    are forced to either pay additional subscription fees for a basic cable
    service to receive their local channels, or install an off-air roof-top
    antenna -- and hope for good reception.

o   Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
    all local channels as well as the national pay cable networks to viewers in
    every one of the 8 local channel markets in Tennessee.


  [Map of the state of Tennessee and certain surrounding states with portions
      in color and the phrase "6 TV Markets Unserved" written across it.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative Today



--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
-------------------------------------------------------------------------------

TENNESSEE

o   DIRECTV and DISH Network engineering teams have developed a system that is
    TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
    deliver full local broadcast service, in all 210 U.S. television markets,
    including full compliance with federal must carry provisions.

o   The merger of DIRECTV and DISH Network will enable a fully competitive cable
    alternative -- DBS service with local channels -- in EVERY television market
    across the country, including all 8 markets in Tennessee.


 [Map of the state of Tennessee and certain surrounding states with portions in
        color and the phrase "All 8 Markets Served" written across it.]


    LEGEND
    [Colored box.] TV Households With Competitive Alternative After Merger



--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002


WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
-------------------------------------------------------------------------------

o   The merger will end the inefficient use of spectrum by eliminating the need
    for each company to transmit more than 500 channels of duplicative
    programming.

o   The merger will combine each company's spectrum and advanced satellite
    assets, making the plan technically achievable.

o   The merger will combine the companies' subscriber bases, making service to
    smaller markets commercially feasible.


    [119 degrees]              [110 degrees]             [101 degrees]
    [Picture of satellite.]    [Picture of satellite.]   [Picture of satellite.]

        [Map of the United States with the phrase "Over 500 Duplicative
                      Channels Today" written across it.]



-------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002

WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

TENNESSEE

o   Implementation could begin immediately following merger approval, and the
    rollout can be completed as soon as 24 months later, allowing delivery of
    local channels to all 2.1 million TV households in Tennessee.


    [119 degrees]             [110 degrees]              [101 degrees]
    [Picture of satellite.]   [Picture of satellite.]    [Picture of satellite.]

  [Map of the state of Tennessee and certain surrounding states with portions
      in color and the phrase "Local Channels, All 2.1 Million Households"
                              written across it.]


    LEGEND
    [Colored box.] DBS Households Served by Local Channels After Merger



--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002


NATIONAL PRICING
-------------------------------------------------------------------------------

o   Consumers across the country will pay the same price for their DBS
    subscription services, regardless of where they reside. We are one nation,
    and we will offer one rate card.

o   For example: a resident of Milwaukee will pay the same fee for his or her
    local channel package as a customer in Cedarville, Ohio; a resident of
    Burlington, Vermont, will pay the same price for HBO as a customer in Salt
    Lake City; and a resident of Mountlake Terrace, Washington, will pay the
    same price for a basic 125-channel programming package as a customer in New
    York City.


                   [Map of the United States with the phrase
                "One Nation, One Rate Card" written across it.]



-------------------------------------------------------------------------------
10   THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

TENNESSEE

o   Another benefit of the EchoStar and HUGHES merger comes in the form of
    competitively priced high-speed Internet access, and the end of the
    so-called "digital divide" that exists in the "wired" world today.

o   This map clearly shows the areas where households do not have access to DSL
    or cable modem service -- the digital "have nots".

o   The primary reason for this is simply the expense of rolling out "wired"
    technologies, such as DSL and cable modem service, to millions of homes,
    particularly to those beyond the boundaries of urban and suburban markets.

o   Both EchoStar and HUGHES believe many of the "have nots" would be interested
    in fairly- priced, bundled video and high-speed data services.


            [Map of the state of Tennessee with portions in color.]

    LEGEND
    [Colored box.] Households Without Broadband Access



--------------------------------------------------------------------------------
11   THE ECHOSTAR/HUGHES MERGER        SOURCE: THE BUXTON COMPANY, "BROADBAND
                                               DEPLOYMENT," JAN. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

TENNESSEE

o   The merger will bridge the digital divide in Tennessee by providing
    consumers in every community with a competitively priced high-speed
    "broadband solution" available to them regardless of their location.

o   The efficiencies gained from the merged company's combined customer base
    will enable a high-speed Internet service to be offered that is not only
    price-competitive with existing providers in urban settings, but also a
    tremendous benefit for rural customers for whom DSL and cable modem service
    are unlikely to be available for years to come, if ever.

o   The merger will provide the technical and economic infrastructure to convert
    every household in Tennessee and the country to a digital "have."


          [Map of the state of Tennessee filled entirely with color.]



--------------------------------------------------------------------------------
12   The EchoStar/HUGHES Merger         Source: The Buxton Company, "Broadband
                                                Deployment," Jan. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o   Bringing all local channels and broadband service to all consumers' homes is
    not a simple endeavor. However, the DIRECTV and DISH Network engineering
    teams have designed a system that enables the receipt of local channels,
    other entertainment services AND high-speed Internet access using one
    consumer-friendly mini-dish.

o   An 18 x 22-inch dish will enable the receipt of signals from the merged
    company's three orbital slots.

o   New equipment will process signals from existing spacecraft as well as
    advanced satellites the merged company will launch to deliver the remaining
    local broadcast channels and high-speed Internet services to consumers in
    all states.

o   Equipment will be provided to existing DBS customers AT NO CHARGE --
    including free service call and installation -- to receive their new local
    channels.


                    [Photo of a man on a ladder installing a
                DirecTV satellite dish on the side of a house.]




-------------------------------------------------------------------------------
13   THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
-------------------------------------------------------------------------------

o   Eight years after the introduction of DBS services, 78% of multi-channel
    video subscribers still receive their programming from a franchised cable
    operator.

o   Cable operators' market dominance has been strengthened by their upgrades to
    digital video and cable modem services.

o   The cable industry's market dominance is further evidenced by its continual
    price increases to consumers: 37% on average since 1996.

o   The spectrum constraints which exist today will forever keep a separate
    DIRECTV and DISH Network at a competitive disadvantage to cable for those
    consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative



-------------------------------------------------------------------------------
14   THE ECHOSTAR/HUGHES MERGER     SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING,"
                                            JAN. 14, 2002, PP. 11, 87;
                                            ECHOSTAR AND DIRECTV, JAN. 31, 2002;
                                            "REPORT ON CABLE INDUSTRY PRICES,"
                                            FEDERAL COMMUNICATIONS COMMISSION,
                                            FEB. 14, 2001, P. 9, AND
                                            DEC. 15, 1997, P. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
-------------------------------------------------------------------------------

o   The merger of spectrum at the three orbital slots eliminates these
    disadvantages through the addition of an enhanced satellite infrastructure
    that will enable delivery of local channels in EVERY one of the 210
    television markets across the country.

o   The merger of EchoStar and HUGHES ensures that prices for video AND data
    services will be the same throughout the country, whether the market is
    rural or urban/suburban: "one nation, one rate card."

o   The merged company will bridge the "digital divide" by moving satellite
    high-speed Internet access from its current high-priced niche to being
    price-competitive with existing providers -- a tremendous benefit for rural
    customers where DSL and cable modem service are unlikely to be available for
    years to come.

o   The EchoStar and HUGHES merger merits broad scale support for the clear and
    definitive benefits it will bring the residents of Tennessee and all
    Americans.

                   [Map of the United States with the phrase
                  "107 Million Households" written across it.]


-------------------------------------------------------------------------------
15   THE ECHOSTAR/HUGHES MERGER        FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                       ASSESSMENT OF THE STATUS OF COMPETITION
                                       IN THE MARKET FOR THE DELIVERY OF VIDEO
                                       PROGRAMMING,"  JAN. 14, 2002, PP. 11, 87;
                                       ECHOSTAR AND DIRECTV, JAN. 31, 2002;


THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                       o Local Channels, All Americans

                       o One Nation, One Rate Card

                       o Eliminates the "Digital Divide"

                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS



-------------------------------------------------------------------------------
16   THE ECHOSTAR/HUGHES MERGER


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER
















                                      ****

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                           FOR ALL CONSUMERS IN TEXAS



[ECHOSTAR LOGO]                                                    [HUGHES LOGO]
--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 20 MARKETS IN
TEXAS.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...
--------------------------------------------------------------------------------
2   THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------
....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Texas, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Texas to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #


--------------------------------------------------------------------------------
3   THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

TEXAS

o   Despite the rapid growth of DBS since 1994, cable television clearly remains
    the dominant provider of multi-channel pay TV services across Texas.

o   About 4.2 million of the 7.3 million TV households in Texas subscribe to a
    cable service, which equates to about 58% of all Texas households.

              [Map of the state of Texas with portions in color.]


    LEGEND
    [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

TEXAS

o   In Texas, only those DBS TV households within the Austin, Dallas-Ft. Worth,
    Houston and San Antonio television markets have a fully competitive
    multi-channel alternative to cable -- WITH local channels.

o   Competitive alternatives to cable did not seriously take form until the
    launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o   DBS offered more channels and superior picture and sound quality compared to
    cable, with one notable exception: consumers were not able to receive their
    local channels via satellite.

o   In 1999, Congress changed the law, allowing satellite carriers to offer
    local channels. Only at this point did DBS become a viable competitive
    alternative to cable, at least in the four markets in Texas in which DIRECTV
    and DISH Network began delivering local channels.

   [Map of the state of Texas and certain surrounding states with portions in
   color and with the phrase "1,994,000 DBS Subscribers" written across it.]



    LEGEND
    [Colored box.] Households With Access to DBS With Local Channels


--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER            SOURCE: NIELSEN MEDIA RESEARCH,
                                                  SEPT. 2001; SKYRESEARCH,
                                                  FEB. 2002; ECHOSTAR AND
                                                  DIRECTV, JAN. 31, 2002




HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

TEXAS

o   As shown by this map, Texas TV households outside the Austin, Dallas-Ft.
    Worth, Houston and San Antonio television markets do not have a true
    competitive alternative to cable.

o   Customers who live in markets in which DBS does not provide local channels
    are forced to either pay additional subscription fees for a basic cable
    service to receive their local channels, or install an off-air roof-top
    antenna -- and hope for good reception.

o   Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
    all local channels as well as the national pay cable networks to viewers in
    every one of the 20 local channel markets in Texas.

    [Map of the state of Texas and certain surrounding states with portions
      in color and the phrase "16 TV Markets Unserved" written across it.]


    LEGEND
    [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER            SOURCE: NIELSEN MEDIA RESEARCH,
                                                  SEPT. 2001; SKYRESEARCH,
                                                  FEB. 2002; ECHOSTAR AND
                                                  DIRECTV, JAN. 31, 2002




TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

TEXAS

o   DIRECTV and DISHNetwork engineering teams have developed a system that is
    TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
    deliver full local broadcast service, in all 210 U.S. television markets,
    including full compliance with federal must carry provisions.

o   The merger of DIRECTV and DISH Network will enable a fully competitive cable
    alternative -- DBS service with local channels -- in EVERY television market
    across the country, including all 20 markets in Texas.

   [Map of the state of Texas and certain surrounding states with portions in
        color and the phrase "All 20 Markets Served" written across it.]

    LEGEND
    [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER            SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                  2001; ECHOSTAR, HUGHES, FEB.
                                                  2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o   The merger will end the inefficient use of spectrum by eliminating the need
    for each company to transmit more than 500 channels of duplicative
    programming.

o   The merger will combine each company's spectrum and advanced satellite
    assets, making the plan technically achievable.

o   The merger will combine the companies' subscriber bases, making service to
    smaller markets commercially feasible.

[119 degrees.]              [110 degrees.]               [101 degrees.]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]



[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002





WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

TEXAS

o   Implementation could begin immediately following merger approval, and the
    rollout can be completed as soon as 24 months later, allowing delivery of
    local channels to all 7.3 million TV households in Texas.

[119 degrees.]              [110 degrees.]               [101 degrees.]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of Texas and certain surrounding states with portions in color
and the phrase "Local Channels, All 7.3 Million Households" written across it.]



    LEGEND
    [Colored box.] DBS Households Served by Local Channels After Merger


--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER            SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                  2001; ECHOSTAR, HUGHES, FEB.
                                                  2002




NATIONAL PRICING
--------------------------------------------------------------------------------

o   Consumers across the country will pay the same price for their DBS
    subscription services, regardless of where they reside. We are one nation,
    and we will offer one rate card.

o   For example: a resident of Milwaukee will pay the same fee for his or her
    local channel package as a customer in Cedarville, Ohio; a resident of
    Burlington, Vermont, will pay the same price for HBO as a customer in Salt
    Lake City; and a resident of Mountlake Terrace, Washington, will pay the
    same price for a basic 125-channel programming package as a customer in New
    York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER            SOURCE: ECHOSTAR, HUGHES, FEB. 2002




BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

TEXAS

o   Another benefit of the EchoStar and HUGHES merger comes in the form of
    competitively priced high-speed Internet access, and the end of the
    so-called "digital divide" that exists in the "wired" world today.

o   This map clearly shows the areas where households do not have access to DSL
    or cable modem service -- the digital "have nots".

o   The primary reason for this is simply the expense of rolling out "wired"
    technologies, such as DSL and cable modem service, to millions of homes,
    particularly to those beyond the boundaries of urban and suburban markets.

o   Both EchoStar and HUGHES believe many of the "have nots" would be interested
    in fairly- priced, bundled video and high-speed data services.

              [Map of the state of Texas with portions in color.]

    LEGEND
    [Colored box.] Households Without Broadband Access


--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                  DEPLOYMENT," JAN. 2002




MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

TEXAS

o   The merger will bridge the digital divide in Texas by providing consumers in
    every community with a competitively priced high-speed "broadband solution"
    available to them regardless of their location.

o   The efficiencies gained from the merged company's combined customer base
    will enable a high-speed Internet service to be offered that is not only
    price-competitive with existing providers in urban settings, but also a
    tremendous benefit for rural customers for whom DSL and cable modem service
    are unlikely to be available for years to come, if ever.

o   The merger will provide the technical and economic infrastructure to convert
    every household in Texas and the country to a digital "have."

            [Map of the state of Texas filled entirely with color.]


--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                  DEPLOYMENT," JAN. 2002




ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o   Bringing all local channels and broadband service to all consumers' homes is
    not a simple endeavor. However, the DIRECTV and DISH Network engineering
    teams have designed a system that enables the receipt of local channels,
    other entertainment services AND high-speed Internet access using one
    consumer-friendly mini-dish.

o   An 18 x 22-inch dish will enable the receipt of signals from the merged
    company's three orbital slots.

o   New equipment will process signals from existing spacecraft as well as
    advanced satellites the merged company will launch to deliver the remaining
    local broadcast channels and high-speed Internet services to consumers in
    all states.

o   Equipment will be provided to existing DBS customers AT NO CHARGE --
    including free service call and installation -- to receive their new local
    channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o   Eight years after the introduction of DBS services, 78% of multi-channel
    video subscribers still receive their programming from a franchised cable
    operator.

o   Cable operators' market dominance has been strengthened by their upgrades to
    digital video and cable modem services.

o   The cable industry's market dominance is further evidenced by its continual
    price increases to consumers: 37% on average since 1996.

o   The spectrum constraints which exist today will forever keep a separate
    DIRECTV and DISH Network at a competitive disadvantage to cable for those
    consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER           SOURCE: FCC EIGHTH ANNUAL REPORT,
                                                 "ANNUAL ASSESSMENT OF THE
                                                 STATUS OF COMPETITION IN THE
                                                 MARKET FOR THE DELIVERY OF
                                                 VIDEO PROGRAMMING,"  JAN. 14,
                                                 2002, PP. 11, 87; ECHOSTAR AND
                                                 DIRECTV, JAN. 31, 2002;
                                                 "REPORT ON CABLE INDUSTRY
                                                 PRICES," FEDERAL COMMUNICATIONS
                                                 COMMISSION, FEB. 14, 2001,
                                                 P. 9, AND DEC. 15, 1997, P. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o   The merger of spectrum at the three orbital slots eliminates these
    disadvantages through the addition of an enhanced satellite infrastructure
    that will enable delivery of local channels in EVERY one of the 210
    television markets across the country.

o   The merger of EchoStar and HUGHES ensures that prices for video AND data
    services will be the same throughout the country, whether the market is
    rural or urban/suburban: "one nation, one rate card."

o   The merged company will bridge the "digital divide" by moving satellite
    high-speed Internet access from its current high-priced niche to being
    price-competitive with existing providers -- a tremendous benefit for rural
    customers where DSL and cable modem service are unlikely to be available for
    years to come.

o   The EchoStar and HUGHES merger merits broad scale support for the clear and
    definitive benefits it will bring the residents of Texas and all Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER            FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                          ASSESSMENT OF THE STATUS OF
                                          COMPETITION IN THE MARKET FOR THE
                                          DELIVERY OF VIDEO PROGRAMMING,"
                                          JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                          AND DIRECTV, JAN. 31, 2002




THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                       o Local Channels, All Americans

                       o One Nation, One Rate Card

                       o Eliminates the "Digital Divide"



                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS




--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER



                                      ****

--------------------------------------------------------------------------------





                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                           FOR ALL CONSUMERS IN UTAH


[ECHOSTAR LOGO]                                                    [HUGHES LOGO]




--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002





THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                  February 26, 2002



                  EchoStar Communications Corporation, Hughes Electronics and
                  General Motors believe that consumers will reap tremendous
                  benefits from the merger of EchoStar and HUGHES. The
                  companies' two services, DISH Network and DIRECTV(R), today
                  each transmit a total of MORE THAN 500 IDENTICAL CHANNELS.
                  Consumers will benefit from the massive increase in Direct
                  Broadcast Satellite (DBS) satellite capacity that will result
                  from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
                  as a direct result of the completion of this merger, consumers
                  across the continental United States, Alaska and Hawaii will
                  have access to local broadcast channels with digital-quality
                  television picture and CD-quality sound IN EVERY ONE OF THE
                  210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY THE ONE
                  MARKET IN UTAH.

                  Subsequent to the announcement of the merger agreement on
                  October 28, 2001, a series of pre-merger transition meetings
                  between DISH Network and DIRECTV engineers have been held to
                  analyze the technical feasibility of a "Local Channels, All
                  Americans" plan by which the merged company could offer every
                  U.S. consumer access to satellite-delivered local television
                  signals. After an exhaustive examination of each company's
                  spectrum and satellite assets, the engineers determined that
                  this plan could become a reality. In a satellite application
                  filed yesterday with the Federal Communications Commission,
                  EchoStar and HUGHES detailed a TECHNICALLY AND COMMERCIALLY
                  FEASIBLE PLAN to build, launch and operate spot-beam
                  spacecraft that will serve all 210 Designated Market Areas
                  ("DMAs") in the United States, including full compliance with
                  must carry requirements.

                  New set-top boxes and satellite dishes will be deployed that
                  will be capable of receiving satellite signals from multiple
                  orbital positions. The new receiving equipment will be made
                  available FREE OF CHARGE to all existing DIRECTV and DISH
                  Network subscribers who may need it in order to receive their
                  local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------


                  ...CONTINUED

                  Consumers across the country will pay the same price for
                  services delivered by the merged DBS service, i.e., ONE
                  NATION, ONE RATE CARD, regardless of a subscriber's location.
                  Implementation of the plan will begin immediately upon
                  regulatory approval of the merger, and the rollout can be
                  completed as soon as 24 months thereafter.

                  The merged company also will establish itself as a source of
                  meaningful satellite-based broadband competition to cable
                  modem and DSL offerings, fulfilling the mission to provide
                  affordable high-speed Internet access to all of America,
                  including the most rural areas of the country. The "digital
                  divide" in the United States is real: some 40 million
                  households in the United States do not have access to
                  high-speed Internet and data services, in large part due to
                  the high cost of wiring homes for these services in less
                  densely populated areas.

                  Combined, EchoStar and HUGHES will create a more robust
                  satellite platform that will liberate these digital "have
                  nots" by serving every household in the nation, including
                  every household in Utah, and will have the subscriber base and
                  financial means to move current Ku-band satellite broadband
                  offerings from their status as expensive "niche" services to a
                  more competitive price point for consumers, and then ensure
                  that next-generation Ka-band satellite broadband service
                  becomes a reality for consumers everywhere in the United
                  States.

                  The combined EchoStar-HUGHES will achieve a new level of
                  vigorous competition to incumbent cable operators, and will
                  not have anticompetitive effects in any market. As this
                  booklet illustrates, the benefits from this merger will allow
                  all consumers in Utah to receive their full complement of
                  local channels and national entertainment networks, as well as
                  provide a new source of meaningful satellite-based broadband
                  competition.

                                      # # #



--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER

CABLE FRANCHISE AREAS
-------------------------------------------------------------------------------

UTAH

o   Despite the rapid growth of DBS since 1994, cable television clearly remains
    the dominant provider of multi-channel pay TV services across Utah.

o   About .4 million of the .7 million TV households in Utah subscribe to a
    cable service, which equates to about 52% of all Utah households.


               [Map of the state of Utah with portions in color.]

    LEGEND
    [Colored box.] Cable Franchise Areas



-------------------------------------------------------------------------------
4   THE ECHOSTAR/HUGHES MERGER                    SOURCE: SKYRESEARCH, FEB. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
-------------------------------------------------------------------------------

UTAH

o   Unlike most states in the U.S., Utah has a competitive multi-channel
    alternative to cable -- WITH local channels.

o   Competitive alternatives to cable did not seriously take form until the
    launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o   DBS offered more channels and superior picture and sound quality compared to
    cable, with one notable exception: consumers were not able to receive their
    local channels via satellite.

o   In 1999, Congress changed the law, allowing satellite carriers to offer
    local channels. Only at this point did DBS become a viable competitive
    alternative to cable, at least in Utah where DIRECTV and DISH Network began
    delivering local channels.

     [Map of the state of Utah and certain surrounding states with portions
   in color and with the phrase "212,000 DBS Subscribers" written across it.]


    LEGEND
    [Colored box.] Households With Access to DBS With Local Channels



--------------------------------------------------------------------------------
5   THE ECHOSTAR/HUGHES MERGER      SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002


HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

o   But Utah is one of the few lucky states. 42 million TV households are not
    served with local channels by DBS. Residents in these markets do not have a
    true competitive alternative to cable.

o   Customers who live in markets in which DBS does not provide local channels
    are forced to either pay additional subscription fees for a basic cable
    service to receive their local channels, or install an off-air roof-top
    antenna -- and hope for good reception.

o   Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
    all local channels as well as the national pay cable networks to viewers in
    every one of the country's 210 local channel markets.


    [Map of the United States with portions in color and the phrase "42 Million
                  TV Households Unserved" written across it.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative Today



-------------------------------------------------------------------------------
6   THE ECHOSTAR/HUGHES MERGER      SOURCE: SKYRESEARCH, FEB. 2002; NIELSEN
                                            MEDIA RESEARCH, SEPT. 2001; ECHOSTAR
                                            AND DIRECTV, JAN. 31, 2002


TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
-------------------------------------------------------------------------------

o   DIRECTV and DISH Network engineering teams have developed a system that is
    technologically feasible and economically viable for the merged company to
    deliver full local broadcast service, in all 210 television markets,
    including full compliance with federal must carry provisions.

o   The merger of DIRECTV and DISH Network will enable a fully competitive cable
    alternative -- DBS service with local channels -- in EVERY television market
    in the country, including Alaska and Hawaii.


  [Map of the United States with portions in color and the phrase "107 Million
                        Households" written across it.]

    LEGEND
    [Colored box.] TV Households With Competitive Alternative After Merger



-------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER      SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING,"
                                            JAN. 14, 2002, PP. 11, 87; ECHOSTAR,
                                            HUGHES, FEB. 2002


WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
-------------------------------------------------------------------------------

o   The merger will end the inefficient use of spectrum by eliminating the need
    for each company to transmit more than 500 channels of duplicative
    programming.

o   The merger will combine each company's spectrum and advanced satellite
    assets, making the plan technically achievable.

o   The merger will combine the companies' subscriber bases, making service to
    smaller markets commercially feasible.


     [119 degrees.]            [110 degrees.]            [101 degrees.]
     [Picture of satellite.]   [Picture of satellite.]   [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]


--------------------------------------------------------------------------------
8   THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002




WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
-------------------------------------------------------------------------------

UTAH

o   Implementation could begin immediately following merger approval, and the
    rollout can be completed as soon as 24 months later, allowing delivery of
    local channels to all .7 million TV households in Utah.


     [119 degrees.]            [110 degrees.]            [101 degrees.]
     [Picture of satellite.]   [Picture of satellite.]   [Picture of satellite.]

   [Map of the state of Utah and certain surrounding states with portions in
        color and the phrase "Local Channels, All .7 Million Households"
                              written across it.]

    LEGEND
    [Colored box.] DBS Households Served by Local Channels After Merger



--------------------------------------------------------------------------------
9   THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002


NATIONAL PRICING
-------------------------------------------------------------------------------

o   Consumers across the country will pay the same price for their DBS
    subscription services, regardless of where they reside. We are one nation,
    and we will offer one rate card.

o   For example: a resident of Milwaukee will pay the same fee for his or her
    local channel package as a customer in Cedarville, Ohio; a resident of
    Burlington, Vermont, will pay the same price for HBO as a customer in Salt
    Lake City; and a resident of Mountlake Terrace, Washington, will pay the
    same price for a basic 125-channel programming package as a customer in New
    York City.


     [Map of the United States with the phrase "One Nation, One Rate Card"
                              written across it.]



-------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002


BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

UTAH

o   Another benefit of the EchoStar and HUGHES merger comes in the form of
    competitively priced high-speed Internet access, and the end of the
    so-called "digital divide" that exists in the "wired" world today

o   This map clearly shows the areas where households do not have access to DSL
    or cable modem service -- the digital "have nots".

o   The primary reason for this is simply the expense of rolling out "wired"
    technologies, such as DSL and cable modem service, to millions of homes,
    particularly to those beyond the boundaries of urban and suburban markets.

o   Both EchoStar and HUGHES believe many of the "have nots" would be interested
    in fairly- priced, bundled video and high-speed data services.


               [Map of the state of Utah with portions in color.]

    LEGEND
    [Colored box.] Households Without Broadband Access



--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                  DEPLOYMENT," JAN. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
-------------------------------------------------------------------------------

UTAH

o   The merger will bridge the digital divide in Utah by providing consumers in
    every community with a competitively priced high-speed "broadband solution"
    available to them regardless of their location.

o   The efficiencies gained from the merged company's combined customer base
    will enable a high-speed Internet service to be offered that is not only
    price-competitive with existing providers in urban settings, but also a
    tremendous benefit for rural customers for whom DSL and cable modem service
    are unlikely to be available for years to come, if ever.

o   The merger will provide the technical and economic infrastructure to convert
    every household in Utah and the country to a digital "have."


             [Map of the state of Utah filled entirely with color.]



--------------------------------------------------------------------------------
12   THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                  DEPLOYMENT," JAN. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o   Bringing all local channels and broadband service to all consumers' homes is
    not a simple endeavor. However, the DIRECTV and DISHNetwork engineering
    teams have designed a system that enables the receipt of local channels,
    other entertainment services AND high-speed Internet access using one
    consumer-friendly mini-dish.

o   An 18 x 22-inch dish will enable the receipt of signals from the merged
    company's three orbital slots.

o   New equipment will process signals from existing spacecraft as well as
    advanced satellites the merged company will launch to deliver the remaining
    local broadcast channels and high-speed Internet services to consumers in
    all states.

o   Equipment will be provided to existing DBS customers AT NO CHARGE --
    including free service call and installation -- to receive their new local
    channels.


               [Photo of a man on a ladder installing a DirecTV
                   satellite dish on the side of a house.]



-------------------------------------------------------------------------------
13   THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002


CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
-------------------------------------------------------------------------------

o   Eight years after the introduction of DBS services, 78% of multi-channel
    video subscribers still receive their programming from a franchised cable
    operator.

o   Cable operators' market dominance has been strengthened by their upgrades to
    digital video and cable modem services.

o   The cable industry's market dominance is further evidenced by its continual
    price increases to consumers: 37% on average since 1996.

o   The spectrum constraints which exist today will forever keep a separate
    DIRECTV and DISH Network at a competitive disadvantage to cable for those
    consumers who live in markets where local channels are not offered by DBS.


             [Map of the United States with portions in color.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative



-------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER      SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                            ASSESSMENT OF THE STATUS OF
                                            COMPETITION IN THE MARKET FOR THE
                                            DELIVERY OF VIDEO PROGRAMMING,"
                                            JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                            AND DIRECTV, JAN. 31, 2002; "REPORT
                                            ON CABLE INDUSTRY PRICES," FEDERAL
                                            COMMUNICATIONS COMMISSION, FEB. 14,
                                            2001, P. 9, AND DEC. 15, 1997, P. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
-------------------------------------------------------------------------------


o   The merger of spectrum at the three orbital slots eliminates these
    disadvantages through the addition of an enhanced satellite infrastructure
    that will enable delivery of local channels in EVERY one of the 210
    television markets across the country.

o   The merger of EchoStar and HUGHES ensures that prices for video and data
    services will be the same throughout the country, whether the market is
    rural or urban/suburban: "one nation, one rate card."

o   The merged company will bridge the "digital divide" by moving satellite
    high-speed Internet access from its current high-priced niche to being
    price-competitive with existing providers -- a tremendous benefit for rural
    customers where DSL and cable modem service are unlikely to be available for
    years to come.

o   The EchoStar and HUGHES merger merits broad scale support for the clear and
    definitive benefits it will bring the residents of Utah and all Americans.


       [Map of the United States with the phrase "107 Million Households"
                            written across it.]


--------------------------------------------------------------------------------
15   THE ECHOSTAR/HUGHES MERGER        FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                       ASSESSMENT OF THE STATUS OF COMPETITION
                                       IN THE MARKET FOR THE DELIVERY OF VIDEO
                                       PROGRAMMING,"  JAN. 14, 2002, PP. 11, 87;
                                       ECHOSTAR AND DIRECTV, JAN. 31, 2002


THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                       o Local Channels, All Americans

                       o One Nation, One Rate Card

                       o Eliminates the "Digital Divide"


                  TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS



--------------------------------------------------------------------------------
16   The EchoStar/HUGHES Merger


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER















                                      ****

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN VERMONT

[ECHOSTAR LOGO]                                                   [HUGHES LOGO]


-------------------------------------------------------------------------------

                                                                  February 2002

THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER

February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 3 MARKETS IN
VERMONT.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.



                                                                    CONTINUED...
2  THE ECHOSTAR/HUGHES MERGER




....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Vermont, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Vermont to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #


 3  THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------
VERMONT

-     Despite the rapid growth of DBS since 1994, cable television clearly
      remains the dominant provider of multi-channel pay TV services across
      Vermont.

-     About .1 million of the .2 million TV households in Vermont subscribe to a
      cable service, which equates to about 58% of all Vermont households.


             [Map of the state of Vermont with portions in color.]

      LEGEND
      [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002



               HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

VERMONT

-     In Vermont, only those DBS TV households within the Boston television
      market have a fully competitive multi-channel alternative to cable -- WITH
      local channels.

-     Competitive alternatives to cable did not seriously take form until the
      launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-     DBS offered more channels and superior picture and sound quality compared
      to cable, with one notable exception: consumers were not able to receive
      their local channels via satellite.

-     In 1999, Congress changed the law, allowing satellite carriers to offer
      local channels. Only at this point did DBS become a viable competitive
      alternative to cable, at least in the one market in Vermont in which
      DIRECTV and DISH Network began delivering local channels.

  [Map of the state of Vermont and certain surrounding states with portions in
     color and with the phrase "96,000 DBS Subscribers" written across it.]

      LEGEND
      [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER           SOURCE: NIELSEN MEDIA  RESEARCH, SEPT.
                                                2001; SKYRESEARCH, FEB. 2002;
                                                ECHOSTAR AND DIRECTV, JAN. 31,
                                                2002





HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

VERMONT

-    As shown by this map, Vermont TV households outside the Boston television
     market do not have a true competitive alternative to cable.

-    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

-    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 3 local channel markets in Vermont.

   [Map of the state of Vermont and certain surrounding states with portions
      in color and the phrase "2 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative Today


--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER             SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                  2001; SKYRESEARCH, FEB. 2002;
                                                  ECHOSTAR AND DIRECTV, JAN. 31,
                                                  2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

VERMONT


-        DIRECTV and DISH Network engineering teams have developed a system that
         is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
         company to deliver full local broadcast service, in all 210 U.S.
         television markets, including full compliance with federal must carry
         provisions.

-        The merger of DIRECTV and DISH Network will enable a fully competitive
         cable alternative -- DBS service with local channels -- in EVERY
         television market across the country, including all 3 markets in
         Vermont.

  [Map of the state of Vermont and certain surrounding states with portions in
        color and the phrase "All 3 Markets Served" written across it.]

         LEGEND
         [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7   THE ECHOSTAR/HUGHES MERGER            SOURCE:  NIELSEN MEDIA RESEARCH,
                                                   SEPT. 2001; ECHOSTAR, HUGHES,
                                                   FEB. 2002


WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

-        The merger will end the inefficient use of spectrum by eliminating the
         need for each company to transmit more than 500 channels of duplicative
         programming.

-        The merger will combine each company's spectrum and advanced satellite
         assets, making the plan technically achievable.

-        The merger will combine the companies' subscriber bases, making service
         to smaller markets commercially feasible.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8   The EchoStar/Hughes Merger               Source: Echostar, Hughes, Feb. 2002

WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

VERMONT

-        Implementation could begin immediately following merger approval, and
         the rollout can be completed as soon as 24 months later, allowing
         delivery of local channels to all .2 million TV households in Vermont.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

[Map of the state of Vermont and certain surrounding states with portions in
        color and the phrase "Local Channels, All .2 Million Households"
                              written across it.]

         LEGEND
         [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9   The EchoStar/HUGHES Merger      Source: Nielsen Media Research, Sept. 2001;
                                            EchoStar, HUGHES, Feb. 2002


NATIONAL PRICING


-        Consumers across the country will pay the same price for their DBS
         subscription services, regardless of where they reside. We are one
         nation, and we will offer one rate card.

-        For example: a resident of Milwaukee will pay the same fee for his or
         her local channel package as a customer in Cedarville, Ohio; a resident
         of Burlington, Vermont, will pay the same price for HBO as a customer
         in Salt Lake City; and a resident of Mountlake Terrace, Washington,
         will pay the same price for a basic 125-channel programming package as
         a customer in New York City.


 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


10   The EchoStar/HUGHES Merger
                                             Source: EchoStar, HUGHES, Feb. 2002

BROADBAND:  THE DIGITAL "HAVE NOTS"


VERMONT


-        Another benefit of the EchoStar and HUGHES merger comes in the form of
         competitively priced high-speed Internet access, and the end of the
         so-called "digital divide" that exists in the "wired" world today.

-        This map clearly shows the areas where households do not have access to
         DSL or cable modem service -- the digital "have nots".

-        The primary reason for this is simply the expense of rolling out
         "wired" technologies, such as DSL and cable modem service, to millions
         of homes, particularly to those beyond the boundaries of urban and
         suburban markets.

-        Both EchoStar and HUGHES believe many of the "have nots" would be
         interested in fairly-priced, bundled video and high-speed data
         services.

             [Map of the state of Vermont with portions in color.]


         LEGEND
         [Colored box.] Households Without Broadband Access


11   The EchoStar/HUGHES Merger    Source: The Buxton Company, "Broadband
                                           Deployment," Jan. 2002

MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"

VERMONT

-        The merger will bridge the digital divide in Vermont by providing
         consumers in every community with a competitively priced high-speed
         "broadband solution" available to them regardless of their location.

-        The efficiencies gained from the merged company's combined customer
         base will enable a high-speed Internet service to be offered that is
         not only price-competitive with existing providers in urban settings,
         but also a tremendous benefit for rural customers for whom DSL and
         cable modem service are unlikely to be available for years to come, if
         ever.

-        The merger will provide the technical and economic infrastructure to
         convert every household in Vermont and the country to a digital "have."


           [Map of the state of Vermont filled entirely with color.]


12   The EchoStar/HUGHES Merger      Source: The Buxton Company, "Broadband
                                             Deployment," Jan. 2002


ONE NATION, ONE DISH


-        Bringing all local channels and broadband service to all consumers'
         homes is not a simple endeavor. However, the DIRECTV and DISH Network
         engineering teams have designed a system that enables the receipt of
         local channels, other entertainment services AND high-speed Internet
         access using one consumer-friendly mini-dish.

-        An 18 x 22-inch dish will enable the receipt of signals from the merged
         company's three orbital slots.

-        New equipment will process signals from existing spacecraft as well as
         advanced satellites the merged company will launch to deliver the
         remaining local broadcast channels and high-speed Internet services to
         consumers in all states.

-        Equipment will be provided to existing DBS customers AT NO CHARGE --
         including free service call and installation -- to receive their new
         local channels.


[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


13   The EchoStar/HUGHES Merger
                                             Source: EchoStar, HUGHES, Feb. 2002

CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER


-        Eight years after the introduction of DBS services, 78% of
         multi-channel video subscribers still receive their programming from a
         franchised cable operator.

-        Cable operators' market dominance has been strengthened by their
         upgrades to digital video and cable modem services.

-        The cable industry's market dominance is further evidenced by its
         continual price increases to consumers: 37% on average since 1996.

-        The spectrum constraints which exist today will forever keep a separate
         DIRECTV and DISH Network at a competitive disadvantage to cable for
         those consumers who live in markets where local channels are not
         offered by DBS.


               [Map of the United States with portions in color.]


         LEGEND
         [Colored box.] Households With No Competitive Alternative

14 The EchoStar/HUGHES Merger   Source: FCC Eighth Annual Report, "Annual
                                        Assessment of the Status of
                                        Competition in the Market for the
                                        Delivery of Video Programming,"
                                        Jan. 14, 2002, pp. 11, 87; EchoStar
                                        and DIRECTV, Jan. 31, 2002;
                                        "Report on Cable Industry Prices,"
                                        Federal Communications Commission,
                                        Feb. 14, 2001, p. 9, and Dec. 15,
                                        1997, p. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS

-        The merger of spectrum at the three orbital slots eliminates these
         disadvantages through the addition of an enhanced satellite
         infrastructure that will enable delivery of local channels in EVERY one
         of the 210 television markets across the country.

-        The merger of EchoStar and HUGHES ensures that prices for video AND
         data services will be the same throughout the country, whether the
         market is rural or urban/suburban: "one nation, one rate card."

-        The merged company will bridge the "digital divide" by moving satellite
         high-speed Internet access from its current high-priced niche to being
         price-competitive with existing providers -- a tremendous benefit for
         rural customers where DSL and cable modem service are unlikely to be
         available for years to come.

-        The EchoStar and HUGHES merger merits broad scale support for the clear
         and definitive benefits it will bring the residents of Vermont and all
         Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

15  The EchoStar/HUGHES Merger    FCC Eighth Annual Report, "Annual Assessment
                                  of the Status of Competition in the Market for
                                  the Delivery of Video Programming," Jan. 14,
                                  2002, pp. 11, 87; EchoStar and DIRECTV, Jan.
                                  31, 2002




THE ECHOSTAR/HUGHES MERGER

                       - Local Channels, All Americans

                       - One Nation, One Rate Card

                       - Eliminates the "Digital Divide"


TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS


16   The EchoStar/HUGHES Merger




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER


                                      ****


                           THE ECHOSTAR/HUGHES MERGER
                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                         FOR ALL CONSUMERS IN VIRGINIA

[ECHOSTAR LOGO]                                                    [HUGHES LOGO]

                                                                   February 2002


THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER

February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today
each transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will
benefit from the massive increase in Direct Broadcast Satellite (DBS) satellite
capacity that will result from the elimination of this DUPLICATIVE PROGRAMMING.
Indeed, as a direct result of the completion of this merger, consumers across
the continental United States, Alaska and Hawaii will have access to local
broadcast channels with digital-quality television picture and CD-quality sound
IN EVERY ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 10
MARKETS IN VIRGINIA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...

2   The EchoStar/HUGHES Merger


....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Virginia, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Virginia to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

3       THE ECHOSTAR/HUGHES MERGER

CABLE FRANCHISE AREAS

VIRGINIA

-        Despite the rapid growth of DBS since 1994, cable television clearly
         remains the dominant provider of multi-channel pay TV services across
         Virginia.

-        About 1.9 million of the 2.6 million TV households in Virginia
         subscribe to a cable service, which equates to about 71% of all
         Virginia households.


   [Map of the state of Virginia and certain surrounding states with portions
                                   in color.]

         LEGEND
         [Colored box.] Cable Franchise Areas

4   The EchoStar/HUGHES Merger
                                                  Source: SkyResearch, Feb. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS


VIRGINIA


-        In Virginia, only those DBS TV households within the Greensboro et al,
         Raleigh-Durham and Washington, D.C. television markets have a fully
         competitive multi-channel alternative to cable -- WITH local channels.

-        Competitive alternatives to cable did not seriously take form until the
         launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

-        DBS offered more channels and superior picture and sound quality
         compared to cable, with one notable exception: consumers were not able
         to receive their local channels via satellite.

-        In 1999, Congress changed the law, allowing satellite carriers to offer
         local channels. Only at this point did DBS become a viable competitive
         alternative to cable, at least in the three markets in Virginia in
         which DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Virginia and certain surrounding states with portions in
    color and with the phrase "693,000 DBS Subscribers" written across it.]

         LEGEND
         [Colored box.] Households With Access to DBS With Local Channels

5   The EchoStar/HUGHES Merger
                                     Source: Nielsen Media Research, Sept. 2001;
                     SkyResearch, Feb. 2002; EchoStar and DIRECTV, Jan. 31, 2002

HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY


VIRGINIA


-        As shown by this map, Virginia TV households outside the Greensboro et
         al, Raleigh-Durham and Washington, D.C. television markets do not have
         a true competitive alternative to cable.

-        Customers who live in markets in which DBS does not provide local
         channels are forced to either pay additional subscription fees for a
         basic cable service to receive their local channels, or install an
         off-air roof-top antenna -- and hope for good reception.

-        Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
         provide all local channels as well as the national pay cable networks
         to viewers in every one of the 10 local channel markets in Virginia.

   [Map of the state of Virginia and certain surrounding states with portions
      in color and the phrase "7 TV Markets Unserved" written across it.]

         LEGEND
         [Colored box.] Households With No Competitive Alternative Today

6   The EchoStar/HUGHES Merger

                                     Source: Nielsen Media Research, Sept. 2001;
                     SkyResearch, Feb. 2002; EchoStar and DIRECTV, Jan. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER


VIRGINIA

-        DIRECTV and DISH Network engineering teams have developed a system that
         is TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged
         company to deliver full local broadcast service, in all 210 U.S.
         television markets, including full compliance with federal must carry
         provisions.

-        The merger of DIRECTV and DISH Network will enable a fully competitive
         cable alternative -- DBS service with local channels -- in EVERY
         television market across the country, including all 10 markets in
         Virginia.

 [Map of the state of Virginia and certain surrounding states with portions in
        color and the phrase "All 10 Markets Served" written across it.]

         LEGEND
         [Colored box.] TV Households With Competitive Alternative After Merger

7   The EchoStar/HUGHES Merger
                                     Source: Nielsen Media Research, Sept. 2001;
                                                     EchoStar, HUGHES, Feb. 2002

WITHOUT MERGER:  INEFFICIENT SPECTRUM USE


-        The merger will end the inefficient use of spectrum by eliminating the
         need for each company to transmit more than 500 channels of duplicative
         programming.

-        The merger will combine each company's spectrum and advanced satellite
         assets, making the plan technically achievable.

-        The merger will combine the companies' subscriber bases, making service
         to smaller markets commercially feasible.


[119 degrees]              [110 degrees]                [101 degrees]
[Picture of satellite.]    [Picture of satellite.]      [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

8   The EchoStar/HUGHES Merger

                                             Source: EchoStar, HUGHES, Feb. 2002


WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED


VIRGINIA


-        Implementation could begin immediately following merger approval, and
         the rollout can be completed as soon as 24 months later, allowing
         delivery of local channels to all 2.6 million TV households in
         Virginia.


[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

 [Map of the state of Virginia and certain surrounding states with portions in
color and the phrase "Local Channels, All 2.6 Million Households" written across
                                      it.]

         LEGEND
         [Colored box.] DBS Households Served by Local Channels After Merger

9   The EchoStar/HUGHES Merger

         Source: Nielsen Media Research, Sept. 2001; EchoStar, HUGHES, Feb. 2002


National Pricing

-        Consumers across the country will pay the same price for their DBS
         subscription services, regardless of where they reside. We are one
         nation, and we will offer one rate card.

-        For example: a resident of Milwaukee will pay the same fee for his or
         her local channel package as a customer in Cedarville, Ohio; a resident
         of Burlington, Vermont, will pay the same price for HBO as a customer
         in Salt Lake City; and a resident of Mountlake Terrace, Washington,
         will pay the same price for a basic 125-channel programming package as
         a customer in New York City.


 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]


10   The EchoStar/HUGHES Merger
                                             Source: EchoStar, HUGHES, Feb. 2002



BROADBAND:  THE DIGITAL "HAVE NOTS"


VIRGINIA


-        Another benefit of the EchoStar and HUGHES merger comes in the form of
         competitively priced high-speed Internet access, and the end of the
         so-called "digital divide" that exists in the "wired" world today.

-        This map clearly shows the areas where households do not have access to
         DSL or cable modem service -- the digital "have nots".

-        The primary reason for this is simply the expense of rolling out
         "wired" technologies, such as DSL and cable modem service, to millions
         of homes, particularly to those beyond the boundaries of urban and
         suburban markets.

-        Both EchoStar and HUGHES believe many of the "have nots" would be
         interested in fairly-priced, bundled video and high-speed data
         services.

   [Map of the state of Virginia and certain surrounding states with portions
                                   in color.]

         LEGEND
         [Colored box.] Households Without Broadband Access

11   The EchoStar/HUGHES Merger

                   Source: The Buxton Company, "Broadband Deployment," Jan. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"


VIRGINIA


-        The merger will bridge the digital divide in Virginia by providing
         consumers in every community with a competitively priced high-speed
         "broadband solution" available to them regardless of their location.

-        The efficiencies gained from the merged company's combined customer
         base will enable a high-speed Internet service to be offered that is
         not only price-competitive with existing providers in urban settings,
         but also a tremendous benefit for rural customers for whom DSL and
         cable modem service are unlikely to be available for years to come, if
         ever.

-        The merger will provide the technical and economic infrastructure to
         convert every household in Virginia and the country to a digital
         "have."


      [Map of the state of Virginia filled entirely with color and certain
                              surrounding states.]

12   The EchoStar/HUGHES Merger

                   Source: The Buxton Company, "Broadband Deployment," Jan. 2002



ONE NATION, ONE DISH


-        Bringing all local channels and broadband service to all consumers'
         homes is not a simple endeavor. However, the DIRECTV and DISH Network
         engineering teams have designed a system that enables the receipt of
         local channels, other entertainment services AND high-speed Internet
         access using one consumer-friendly mini-dish.

-        An 18 x 22-inch dish will enable the receipt of signals from the merged
         company's three orbital slots.

-        New equipment will process signals from existing spacecraft as well as
         advanced satellites the merged company will launch to deliver the
         remaining local broadcast channels and high-speed Internet services to
         consumers in all states.

-        Equipment will be provided to existing DBS customers AT NO CHARGE --
         including free service call and installation -- to receive their new
         local channels.


[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]



13   The EchoStar/HUGHES Merger

                                             Source: EchoStar, HUGHES, Feb. 2002

CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER

-        Eight years after the introduction of DBS services, 78% of
         multi-channel video subscribers still receive their programming from a
         franchised cable operator.

-        Cable operators' market dominance has been strengthened by their
         upgrades to digital video and cable modem services.

-        The cable industry's market dominance is further evidenced by its
         continual price increases to consumers: 37% on average since 1996.

-        The spectrum constraints which exist today will forever keep a separate
         DIRECTV and DISH Network at a competitive disadvantage to cable for
         those consumers who live in markets where local channels are not
         offered by DBS.


               [Map of the United States with portions in color.]

         LEGEND
         [Colored box.] Households With No Competitive Alternative

14   The EchoStar/HUGHES Merger

                     Source: FCC Eighth Annual Report, "Annual Assessment of the
                                             Status of Competition in the Market
                          for the Delivery of Video Programming," Jan. 14, 2002,
                                pp. 11, 87; EchoStar and DIRECTV, Jan. 31, 2002;
                       "Report on Cable Industry Prices," Federal Communications
                        Commission, Feb. 14, 2001, p. 9, and Dec. 15, 1997, p. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS

-        The merger of spectrum at the three orbital slots eliminates these
         disadvantages through the addition of an enhanced satellite
         infrastructure that will enable delivery of local channels in EVERY one
         of the 210 television markets across the country.

-        The merger of EchoStar and HUGHES ensures that prices for video and
         data services will be the same throughout the country, whether the
         market is rural or urban/suburban: "one nation, one rate card."

-        The merged company will bridge the "digital divide" by moving satellite
         high-speed Internet access from its current high-priced niche to being
         price-competitive with existing providers -- a tremendous benefit for
         rural customers where DSL and cable modem service are unlikely to be
         available for years to come.

-        The EchoStar and HUGHES merger merits broad scale support for the clear
         and definitive benefits it will bring the residents of Virginia and all
         Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

15   The EchoStar/HUGHES Merger

                             FCC Eighth Annual Report, "Annual Assessment of the
                                     Status of Competition in the Market for the
                      Delivery of Video Programming," Jan. 14, 2002, pp. 11, 87;
                                             EchoStar and DIRECTV, Jan. 31, 2002


THE ECHOSTAR/HUGHES MERGER



                       - Local Channels, All Americans

                       - One Nation, One Rate Card

                       - Eliminates the "Digital Divide"

                  True Competition for 107 Million Households

16   The EchoStar/HUGHES Merger


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER



                                      ****




                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                         FOR ALL CONSUMERS IN WASHINGTON




[ECHOSTAR LOGO]                                                    [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002





THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


February 26, 2002


EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 4 MARKETS IN
WASHINGTON.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                  CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER



--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Washington, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Washington to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.


                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

WASHINGTON

o   Despite the rapid growth of DBS since 1994, cable television clearly
    remains the dominant provider of multi-channel pay TV services across
    Washington.

o   About 1.5 million of the 2.2 million TV households in Washington subscribe
    to a cable service, which equates to about 69% of all Washington households.


           [Map of the state of Washington with portions in color.]

    LEGEND
    [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                   SOURCE: SKYRESEARCH, FEB. 2002



HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

WASHINGTON

o   In Washington, only those DBS TV households within the Portland and
    Seattle-Tacoma television markets have a fully competitive multi-channel
    alternative to cable -- WITH local channels.

o   Competitive alternatives to cable did not seriously take form until the
    launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o   DBS offered more channels and superior picture and sound quality compared to
    cable, with one notable exception: consumers were not able to receive their
    local channels via satellite.

o   In 1999, Congress changed the law, allowing satellite carriers to offer
    local channels. Only at this point did DBS become a viable competitive
    alternative to cable, at least in the two markets in Washington in which
    DIRECTV and DISH Network began delivering local channels.

[Map of the state of Washington and certain surrounding states with portions in
    color and with the phrase "438,000 DBS Subscribers" written across it.]


    LEGEND
    [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER      SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                           SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                           DIRECTV, JAN. 31, 2002




HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

WASHINGTON

o   As shown by this map, Washington TV households outside the Portland and
    Seattle-Tacoma television markets do not have a true competitive alternative
    to cable.

o   Customers who live in markets in which DBS does not provide local channels
    are forced to either pay additional subscription fees for a basic cable
    service to receive their local channels, or install an off-air roof-top
    antenna -- and hope for good reception.

o   Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
    all local channels as well as the national pay cable networks to viewers in
    every one of the 4 local channel markets in Washington.

  [Map of the state of Washington and certain surrounding states with portions
      in color and the phrase "2 TV Markets Unserved" written across it.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER       SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                            SKYRESEARCH, FEB. 2002; ECHOSTAR AND
                                            DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

WASHINGTON

o   DIRECTV and DISH Network engineering teams have developed a system that is
    TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
    deliver full local broadcast service, in all 210 U.S. television markets,
    including full compliance with federal must carry provisions.

o   The merger of DIRECTV and DISH Network will enable a fully competitive cable
    alternative -- DBS service with local channels -- in EVERY television market
    across the country, including all 4 markets in Washington.

[Map of the state of Washington and certain surrounding states with portions in
        color and the phrase "All 4 Markets Served" written across it.]


    LEGEND
    [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER      SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                           ECHOSTAR, HUGHES, FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o   The merger will end the inefficient use of spectrum by eliminating the need
    for each company to transmit more than 500 channels of duplicative
    programming.

o   The merger will combine each company's spectrum and advanced satellite
    assets, making the plan technically achievable.

o   The merger will combine the companies' subscriber bases, making service to
    smaller markets commercially feasible.

[119 degrees]               [110 degrees]               [101 degrees]
[Picture of satellite.]     [Picture of satellite.]     [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]


--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

WASHINGTON

o   Implementation could begin immediately following merger approval, and the
    rollout can be completed as soon as 24 months later, allowing delivery of
    local channels to all 2.2 million TV households in Washington.

[119 degrees]               [110 degrees]                [101 degrees]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

  [Map of the state of Washington and certain surrounding states with portions
      in color and the phrase "Local Channels, All 2.2 Million Households"
                              written across it.]


    LEGEND
    [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

o   Consumers across the country will pay the same price for their DBS
    subscription services, regardless of where they reside. We are one nation,
    and we will offer one rate card.

o   For example: a resident of Milwaukee will pay the same fee for his or her
    local channel package as a customer in Cedarville, Ohio; a resident of
    Burlington, Vermont, will pay the same price for HBO as a customer in Salt
    Lake City; and a resident of Mountlake Terrace, Washington, will pay the
    same price for a basic 125-channel programming package as a customer in New
    York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002



BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

WASHINGTON

o   Another benefit of the EchoStar and HUGHES merger comes in the form of
    competitively priced high-speed Internet access, and the end of the
    so-called "digital divide" that exists in the "wired" world today

o   This map clearly shows the areas where households do not have access to DSL
    or cable modem service -- the digital "have nots".

o   The primary reason for this is simply the expense of rolling out "wired"
    technologies, such as DSL and cable modem service, to millions of homes,
    particularly to those beyond the boundaries of urban and suburban markets.

o   Both EchoStar and HUGHES believe many of the "have nots" would be
    interested in fairly-priced, bundled video and high-speed data services.

            [Map of the state of Washington with portions in color.]

    LEGEND
    [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                 DEPLOYMENT," JAN. 2002




MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

WASHINGTON

o   The merger will bridge the digital divide in Washington by providing
    consumers in every community with a competitively priced high-speed
    "broadband solution" available to them regardless of their location.

o   The efficiencies gained from the merged company's combined customer base
    will enable a high-speed Internet service to be offered that is not only
    price-competitive with existing providers in urban settings, but also a
    tremendous benefit for rural customers for whom DSL and cable modem service
    are unlikely to be available for years to come, if ever.

o   The merger will provide the technical and economic infrastructure to convert
    every household in Washington and the country to a digital "have."

          [Map of the state of Washington filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER           SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                 DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o   Bringing all local channels and broadband service to all consumers' homes is
    not a simple endeavor. However, the DIRECTV and DISH Network engineering
    teams have designed a system that enables the receipt of local channels,
    other entertainment services AND high-speed Internet access using one
    consumer-friendly mini-dish.

o   An 18 x 22-inch dish will enable the receipt of signals from the merged
    company's three orbital slots.

o   New equipment will process signals from existing spacecraft as well as
    advanced satellites the merged company will launch to deliver the remaining
    local broadcast channels and high-speed Internet services to consumers in
    all states.

o   Equipment will be provided to existing DBS customers AT NO CHARGE --
    including free service call and installation -- to receive their new local
    channels.


[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER             SOURCE: ECHOSTAR, HUGHES, FEB. 2002



CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o   Eight years after the introduction of DBS services, 78% of multi-channel
    video subscribers still receive their programming from a franchised cable
    operator.

o   Cable operators' market dominance has been strengthened by their upgrades to
    digital video and cable modem services.

o   The cable industry's market dominance is further evidenced by its continual
    price increases to consumers: 37% on average since 1996.

o   The spectrum constraints which exist today will forever keep a separate
    DIRECTV and DISH Network at a competitive disadvantage to cable for those
    consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

    LEGEND
    [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER       SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                             ASSESSMENT OF THE STATUS OF
                                             COMPETITION IN THE MARKET FOR THE
                                             DELIVERY OF VIDEO PROGRAMMING,"
                                             JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002; "REPORT
                                             ON CABLE INDUSTRY PRICES," FEDERAL
                                             COMMUNICATIONS COMMISSION, FEB. 14,
                                             2001, P.9, AND DEC. 15, 1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o   The merger of spectrum at the three orbital slots eliminates these
    disadvantages through the addition of an enhanced satellite infrastructure
    that will enable delivery of local channels in EVERY one of the 210
    television markets across the country.

o   The merger of EchoStar and HUGHES ensures that prices for video AND data
    services will be the same throughout the country, whether the market is
    rural or urban/suburban: "one nation, one rate card."

o   The merged company will bridge the "digital divide" by moving satellite
    high-speed Internet access from its current high-priced niche to being
    price-competitive with existing providers -- a tremendous benefit for rural
    customers where DSL and cable modem service are unlikely to be available for
    years to come.

o   The EchoStar and HUGHES merger merits broad scale support for the clear and
    definitive benefits it will bring the residents of Washington and all
    Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER      FCC EIGHTH ANNUAL REPORT, "ANNUAL ASSESSMENT
                                    OF THE STATUS OF COMPETITION IN THE MARKET
                                    FOR THE DELIVERY OF VIDEO PROGRAMMING,"
                                    JAN. 14, 2002, PP. 11, 87; ECHOSTAR AND
                                    DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                       o Local Channels, All Americans

                       o One Nation, One Rate Card

                       o Eliminates the "Digital Divide"



                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS


--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER




                                      ****

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                       FOR ALL CONSUMERS IN WEST VIRGINIA





[ECHOSTAR LOGO]                                                    [HUGHES LOGO]

--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002


THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
WEST VIRGINIA.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...

--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in West Virginia, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in West Virginia to receive their full complement of local
channels and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                     # # #


--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

WEST VIRGINIA

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across West
     Virginia.

o    About .5 million of the .7 million TV households in West Virginia subscribe
     to a cable service, which equates to about 73% of all West Virginia
     households.


          [Map of the state of West Virginia with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas
--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002


HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------
WEST VIRGINIA

o    In West Virginia, only those DBS TV households within the Pittsburgh and
     Washington, D.C. television markets have a fully competitive multi-channel
     alternative to cable -- WITH local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the two markets in West Virginia in which
     DIRECTV and DISH Network began delivering local channels.


[Map of the state of West Virginia and certain surrounding states with portions
   in color and with the phrase "190,000 DBS Subscribers" written across it.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER           SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                                2001; SKYRESEARCH, FEB. 2002;
                                                ECHOSTAR AND DIRECTV, JAN. 31,
                                                2002






HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

WEST VIRGINIA

o    As shown by this map, West Virginia TV households outside the Pittsburgh
     and Washington, D.C. television markets do not have a true competitive
     alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 9 local channel markets in West Virginia.

[Map of the state of West Virginia and certain surrounding states with portions
      in color and the phrase "7 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                               2001; SKYRESEARCH, FEB. 2002;
                                               ECHOSTAR AND DIRECTV, JAN. 31,
                                               2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

WEST VIRGINIA

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 9 markets in West Virginia.


[Map of the state of West Virginia and certain surrounding states with portions
       in color and the phrase "All 9 Markets Served" written across it.]

     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                               2001; ECHOSTAR, HUGHES, FEB. 2002


WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.


     [119 degrees.]           [110 degrees.]           [101 degrees.]
     [Picture of satellite.]  [Picture of satellite.]  [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

WEST VIRGINIA

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all .7 million TV households in West Virginia.


     [119 degrees.]           [110 degrees.]           [101 degrees.]
     [Picture of satellite.]  [Picture of satellite.]  [Picture of satellite.]

[Map of the state of West Virginia and certain surrounding states with portions
in color and the phrase "Local Channels, All .7 Million Households"
written across it.]

     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER          SOURCE: NIELSEN MEDIA RESEARCH, SEPT.
                                               2001; ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.


[Map of the United States with the phrase "One Nation, One Rate Card" written
across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



BROADBAND: THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

WEST VIRGINIA

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.


          [Map of the state of West Virginia with portions in color.]


     LEGEND
     [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER            SOURCE: THE BUXTON COMPANY, "BROADBAND
                                                  DEPLOYMENT," JAN. 2002


MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

WEST VIRGINIA

o    The merger will bridge the digital divide in West Virginia by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in West Virginia and the country to a digital
     "have."


        [Map of the state of West Virginia filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER         SOURCE: THE BUXTON COMPANY, "BROADBAND
                                               DEPLOYMENT," JAN. 2002



ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of
a house.]


--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER          SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.


               [Map of the United States with portions in color.]


     LEGEND
     [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER          SOURCE: FCC EIGHTH ANNUAL REPORT,
                                                "ANNUAL ASSESSMENT OF THE STATUS
                                                OF COMPETITION IN THE MARKET FOR
                                                THE DELIVERY OF VIDEO
                                                PROGRAMMING," JAN. 14, 2002, PP.
                                                11, 87; ECHOSTAR AND DIRECTV,
                                                JAN. 31, 2002; "REPORT ON CABLE
                                                INDUSTRY PRICES," FEDERAL
                                                COMMUNICATIONS COMMISSION, FEB.
                                                14, 2001, P. 9, AND DEC. 15,
                                                1997, P. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of West Virginia and all
     Americans.

[Map of the United States with the phrase "107 Million Households" written
across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER          FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                        ASSESSMENT OF THE STATUS OF COMPETITION
                                        IN THE MARKET FOR THE DELIVERY OF VIDEO
                                        PROGRAMMING," JAN. 14, 2002, PP. 11, 87;
                                        ECHOSTAR AND DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                             o   Local Channels, All Americans

                             o   One Nation, One Rate Card

                             o   Eliminates the "Digital Divide"



                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS





--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER


SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER




















                                    * * * *

                           THE ECHOSTAR/HUGHES MERGER

                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                         FOR ALL CONSUMERS IN WISCONSIN



[ECHOSTAR LOGO]                                                    [HUGHES LOGO]
--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002




THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------
February 26, 2002



EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 9 MARKETS IN
WISCONSIN.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.

                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER




--------------------------------------------------------------------------------

....CONTINUED

Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Wisconsin, and will have the subscriber
base and financial means to move current Ku-band satellite broadband offerings
from their status as expensive "niche" services to a more competitive price
point for consumers, and then ensure that next-generation Ka-band satellite
broadband service becomes a reality for consumers everywhere in the United
States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Wisconsin to receive their full complement of local channels
and national entertainment networks, as well as provide a new source of
meaningful satellite-based broadband competition.

                                      # # #

--------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER




CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

WISCONSIN

o    Despite the rapid growth of DBS since 1994, cable television clearly
     remains the dominant provider of multi-channel pay TV services across
     Wisconsin.

o    About 1.2 million of the 2 million TV households in Wisconsin subscribe to
     a cable service, which equates to about 60% of all Wisconsin households.

            [Map of the state of Wisconsin with portions in color.]

     LEGEND
     [Colored box.] Cable Franchise Areas


--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER               SOURCE: SKYRESEARCH, FEB. 2002




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

WISCONSIN

o    In Wisconsin, only those DBS TV households within the Milwaukee and
     Minneapolis-St. Paul television markets have a fully competitive
     multi-channel alternative to cable -- WITH local channels.

o    Competitive alternatives to cable did not seriously take form until the
     launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o    DBS offered more channels and superior picture and sound quality compared
     to cable, with one notable exception: consumers were not able to receive
     their local channels via satellite.

o    In 1999, Congress changed the law, allowing satellite carriers to offer
     local channels. Only at this point did DBS become a viable competitive
     alternative to cable, at least in the two markets in Wisconsin in which
     DIRECTV and DISH Network began delivering local channels.

 [Map of the state of Wisconsin and certain surrounding areas with portions in
    color and with the phrase "477,000 DBS Subscribers" written across it.]

     LEGEND
     [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER               SOURCE: NIELSEN MEDIA RESEARCH,
                                                    SEPT. 2001; SKYRESEARCH,
                                                    FEB. 2002; ECHOSTAR AND
                                                    DIRECTV, JAN. 31, 2002




HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

WISCONSIN

o    As shown by this map, Wisconsin TV households outside the Milwaukee and
     Minneapolis-St. Paul television markets do not have a true competitive
     alternative to cable.

o    Customers who live in markets in which DBS does not provide local channels
     are forced to either pay additional subscription fees for a basic cable
     service to receive their local channels, or install an off-air roof-top
     antenna -- and hope for good reception.

o    Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to
     provide all local channels as well as the national pay cable networks to
     viewers in every one of the 9 local channel markets in Wisconsin.

[Map of the state of Wisconsin and certain surrounding states with portions in
color and the phrase "7 TV Markets Unserved" written across it.]


     LEGEND
     [Colored box.] Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER               SOURCE: NIELSEN MEDIA RESEARCH,
                                                    SEPT. 2001; SKYRESEARCH,
                                                    FEB. 2002; ECHOSTAR AND
                                                    DIRECTV, JAN. 31, 2002




TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

WISCONSIN

o    DIRECTV and DISH Network engineering teams have developed a system that is
     TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
     deliver full local broadcast service, in all 210 U.S. television markets,
     including full compliance with federal must carry provisions.

o    The merger of DIRECTV and DISH Network will enable a fully competitive
     cable alternative -- DBS service with local channels -- in EVERY television
     market across the country, including all 9 markets in Wisconsin.

[Map of the state of Wisconsin and certain surrounding areas with portions in
color and the phrase "All 9  Markets Served" written across it.]

     LEGEND
     [Colored box.] TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER               SOURCE: NIELSEN MEDIA RESEARCH,
                                                    SEPT. 2001; ECHOSTAR,
                                                    HUGHES, FEB. 2002




WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o    The merger will end the inefficient use of spectrum by eliminating the need
     for each company to transmit more than 500 channels of duplicative
     programming.

o    The merger will combine each company's spectrum and advanced satellite
     assets, making the plan technically achievable.

o    The merger will combine the companies' subscriber bases, making service to
     smaller markets commercially feasible.

     [119 degrees]            [110 degrees]            [101 degrees]
     [Picture of satellite.]  [Picture of satellite.]  [Picture of satellite.]

[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]

--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002





WITH MERGER:  SPECTRUM EFFICIENCIES ACHIEVED
--------------------------------------------------------------------------------

WISCONSIN

o    Implementation could begin immediately following merger approval, and the
     rollout can be completed as soon as 24 months later, allowing delivery of
     local channels to all 2 million TV households in Wisconsin.

     [119 degrees]            [110 degrees]            [101 degrees]
     [Picture of satellite.]  [Picture of satellite.]  [Picture of satellite.]

 [Map of the state of Wisconsin and certain surrounding states with portions in
    color and the phrase "Local Channels, All 2 Million Households" written
                                  across it.]

     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9 THE ECHOSTAR/HUGHES MERGER                SOURCE: NIELSEN MEDIA RESEARCH,
                                                    SEPT. 2001; ECHOSTAR,
                                                    HUGHES, FEB. 2002




NATIONAL PRICING
--------------------------------------------------------------------------------

o    Consumers across the country will pay the same price for their DBS
     subscription services, regardless of where they reside. We are one nation,
     and we will offer one rate card.

o    For example: a resident of Milwaukee will pay the same fee for his or her
     local channel package as a customer in Cedarville, Ohio; a resident of
     Burlington, Vermont, will pay the same price for HBO as a customer in Salt
     Lake City; and a resident of Mountlake Terrace, Washington, will pay the
     same price for a basic 125-channel programming package as a customer in New
     York City.

     [Map of the United States with the phrase "One Nation, One Rate Card"
                              written across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002





BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------

WISCONSIN

o    Another benefit of the EchoStar and HUGHES merger comes in the form of
     competitively priced high-speed Internet access, and the end of the
     so-called "digital divide" that exists in the "wired" world today.

o    This map clearly shows the areas where households do not have access to DSL
     or cable modem service -- the digital "have nots".

o    The primary reason for this is simply the expense of rolling out "wired"
     technologies, such as DSL and cable modem service, to millions of homes,
     particularly to those beyond the boundaries of urban and suburban markets.

o    Both EchoStar and HUGHES believe many of the "have nots" would be
     interested in fairly-priced, bundled video and high-speed data services.

            [Map of the state of Wisconsin with portions in color.]

     LEGEND
     [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER              SOURCE: THE BUXTON COMPANY,
                                                    "BROADBAND DEPLOYMENT,"
                                                    JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

WISCONSIN

o    The merger will bridge the digital divide in Wisconsin by providing
     consumers in every community with a competitively priced high-speed
     "broadband solution" available to them regardless of their location.

o    The efficiencies gained from the merged company's combined customer base
     will enable a high-speed Internet service to be offered that is not only
     price-competitive with existing providers in urban settings, but also a
     tremendous benefit for rural customers for whom DSL and cable modem service
     are unlikely to be available for years to come, if ever.

o    The merger will provide the technical and economic infrastructure to
     convert every household in Wisconsin and the country to a digital "have."

          [Map of the state of Wisconsin filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER              SOURCE: THE BUXTON COMPANY,
                                                    "BROADBAND DEPLOYMENT,"
                                                    JAN. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o    Bringing all local channels and broadband service to all consumers' homes
     is not a simple endeavor. However, the DIRECTV and DISH Network engineering
     teams have designed a system that enables the receipt of local channels,
     other entertainment services AND high-speed Internet access using one
     consumer-friendly mini-dish.

o    An 18 x 22-inch dish will enable the receipt of signals from the merged
     company's three orbital slots.

o    New equipment will process signals from existing spacecraft as well as
     advanced satellites the merged company will launch to deliver the remaining
     local broadcast channels and high-speed Internet services to consumers in
     all states.

o    Equipment will be provided to existing DBS customers AT NO CHARGE --
     including free service call and installation -- to receive their new local
     channels.

 [Photo of a man on a ladder installing a DirecTV satellite dish on the side of
                                   a house.]

--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER              SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o    Eight years after the introduction of DBS services, 78% of multi-channel
     video subscribers still receive their programming from a franchised cable
     operator.

o    Cable operators' market dominance has been strengthened by their upgrades
     to digital video and cable modem services.

o    The cable industry's market dominance is further evidenced by its continual
     price increases to consumers: 37% on average since 1996.

o    The spectrum constraints which exist today will forever keep a separate
     DIRECTV and DISH Network at a competitive disadvantage to cable for those
     consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative


--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER              SOURCE: FCC EIGHTH ANNUAL REPORT,
                                                    "ANNUAL ASSESSMENT OF THE
                                                    STATUS OF COMPETITION IN THE
                                                    MARKET FOR THE DELIVERY OF
                                                    VIDEO PROGRAMMING," JAN. 14,
                                                    2002, PP. 11, 87; ECHOSTAR
                                                    AND DIRECTV, JAN. 31, 2002;
                                                    "REPORT ON CABLE INDUSTRY
                                                    PRICES," FEDERAL
                                                    COMMUNICATIONS COMMISSION,
                                                    FEB. 14, 2001, P. 9, AND
                                                    DEC. 15, 1997, P. 7



LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o    The merger of spectrum at the three orbital slots eliminates these
     disadvantages through the addition of an enhanced satellite infrastructure
     that will enable delivery of local channels in EVERY one of the 210
     television markets across the country.

o    The merger of EchoStar and HUGHES ensures that prices for video AND data
     services will be the same throughout the country, whether the market is
     rural or urban/suburban: "one nation, one rate card."

o    The merged company will bridge the "digital divide" by moving satellite
     high-speed Internet access from its current high-priced niche to being
     price-competitive with existing providers -- a tremendous benefit for rural
     customers where DSL and cable modem service are unlikely to be available
     for years to come.

o    The EchoStar and HUGHES merger merits broad scale support for the clear and
     definitive benefits it will bring the residents of Wisconsin and all
     Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER               FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                             ASSESSMENT OF THE STATUS OF
                                             COMPETITION IN THE MARKET FOR THE
                                             DELIVERY OF VIDEO PROGRAMMING,"
                                             JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------


                      o   Local Channels, All Americans

                      o   One Nation, One Rate Card

                      o   Eliminates the "Digital Divide"



                   TRUE COMPETITION FOR 107 MILLION HOUSEHOLDS





--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER




SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER























                                      ****

--------------------------------------------------------------------------------



                          THE ECHOSTAR/HUGHES MERGER


                    LOCAL CHANNELS AND COMPETITIVE BROADBAND
                          FOR ALL CONSUMERS IN WYOMING


[ECHOSTAR LOGO]                                                    [HUGHES LOGO]



--------------------------------------------------------------------------------
                                                                   FEBRUARY 2002


THE BENEFITS OF THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

February 26, 2002

EchoStar Communications Corporation, Hughes Electronics and General Motors
believe that consumers will reap tremendous benefits from the merger of EchoStar
and HUGHES. The companies' two services, DISH Network and DIRECTV(R), today each
transmit a total of MORE THAN 500 IDENTICAL CHANNELS. Consumers will benefit
from the massive increase in Direct Broadcast Satellite (DBS) satellite capacity
that will result from the elimination of this DUPLICATIVE PROGRAMMING. Indeed,
as a direct result of the completion of this merger, consumers across the
continental United States, Alaska and Hawaii will have access to local broadcast
channels with digital-quality television picture and CD-quality sound IN EVERY
ONE OF THE 210 TELEVISION MARKETS NATIONWIDE AND SPECIFICALLY ALL 7 MARKETS IN
WYOMING.

Subsequent to the announcement of the merger agreement on October 28, 2001, a
series of pre-merger transition meetings between DISH Network and DIRECTV
engineers have been held to analyze the technical feasibility of a "Local
Channels, All Americans" plan by which the merged company could offer every U.S.
consumer access to satellite-delivered local television signals. After an
exhaustive examination of each company's spectrum and satellite assets, the
engineers determined that this plan could become a reality. In a satellite
application filed yesterday with the Federal Communications Commission, EchoStar
and HUGHES detailed a TECHNICALLY AND COMMERCIALLY FEASIBLE PLAN to build,
launch and operate spot-beam spacecraft that will serve all 210 Designated
Market Areas ("DMAs") in the United States, including full compliance with must
carry requirements.

New set-top boxes and satellite dishes will be deployed that will be capable of
receiving satellite signals from multiple orbital positions. The new receiving
equipment will be made available FREE OF CHARGE to all existing DIRECTV and DISH
Network subscribers who may need it in order to receive their local channels.


                                                                    CONTINUED...
--------------------------------------------------------------------------------
2  THE ECHOSTAR/HUGHES MERGER


.... CONTINUED


Consumers across the country will pay the same price for services delivered by
the merged DBS service, i.e., ONE NATION, ONE RATE CARD, regardless of a
subscriber's location. Implementation of the plan will begin immediately upon
regulatory approval of the merger, and the rollout can be completed as soon as
24 months thereafter.

The merged company also will establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings,
fulfilling the mission to provide affordable high-speed Internet access to all
of America, including the most rural areas of the country. The "digital divide"
in the United States is real: some 40 million households in the United States do
not have access to high-speed Internet and data services, in large part due to
the high cost of wiring homes for these services in less densely populated
areas.

Combined, EchoStar and HUGHES will create a more robust satellite platform that
will liberate these digital "have nots" by serving every household in the
nation, including every household in Wyoming, and will have the subscriber base
and financial means to move current Ku-band satellite broadband offerings from
their status as expensive "niche" services to a more competitive price point for
consumers, and then ensure that next-generation Ka-band satellite broadband
service becomes a reality for consumers everywhere in the United States.

The combined EchoStar-HUGHES will achieve a new level of vigorous competition to
incumbent cable operators, and will not have anticompetitive effects in any
market. As this booklet illustrates, the benefits from this merger will allow
all consumers in Wyoming to receive their full complement of local channels and
national entertainment networks, as well as provide a new source of meaningful
satellite-based broadband competition.

                                      # # #

 -------------------------------------------------------------------------------
3  THE ECHOSTAR/HUGHES MERGER



CABLE FRANCHISE AREAS
--------------------------------------------------------------------------------

WYOMING

o   Despite the rapid growth of DBS since 1994, cable television clearly remains
    the dominant provider of multi-channel pay TV services across Wyoming.

o   About .1 million of the .2 million TV households in Wyoming subscribe to a
    cable service, which equates to about 66% of all Wyoming households.

             [Map of the state of Wyoming with portions in color.]

    LEGEND
    [Colored box.] Cable Franchise Areas

--------------------------------------------------------------------------------
4  THE ECHOSTAR/HUGHES MERGER                     SOURCE: SKYRESEARCH, FEB. 2002




HOUSEHOLDS WITH ACCESS TO DBS WITH LOCAL CHANNELS
--------------------------------------------------------------------------------

WYOMING

o   In Wyoming, only those DBS TV households within the Denver and Salt Lake
    City television markets have a fully competitive multi-channel alternative
    to cable -- WITH local channels.

o   Competitive alternatives to cable did not seriously take form until the
    launch of DIRECTV(R) in 1994, later joined by DISH Network in 1996.

o   DBS offered more channels and superior picture and sound quality compared to
    cable, with one notable exception: consumers were not able to receive their
    local channels via satellite.

o   In 1999, Congress changed the law, allowing satellite carriers to offer
    local channels. Only at this point did DBS become a viable competitive
    alternative to cable, at least in the two markets in Wyoming in which
    DIRECTV and DISH Network began delivering local channels.

  [Map of the state of Wyoming and certain surrounding states with portions in
     color and with the phrase "65,000 DBS Subscribers" written across it.]

    LEGEND
    [Colored box.] Households With Access to DBS With Local Channels

--------------------------------------------------------------------------------
5  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA
                                             RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002




HOUSEHOLDS WITH NO COMPETITIVE ALTERNATIVE TODAY
--------------------------------------------------------------------------------

WYOMING

o   As shown by this map, Wyoming TV households outside the Denver and Salt Lake
    City television markets do not have a true competitive alternative to cable.

o   Customers who live in markets in which DBS does not provide local channels
    are forced to either pay additional subscription fees for a basic cable
    service to receive their local channels, or install an off-air roof-top
    antenna -- and hope for good reception.

o   Neither DIRECTV nor DISH Network have sufficient spectrum, alone, to provide
    all local channels as well as the national pay cable networks to viewers in
    every one of the 7 local channel markets in Wyoming.

   [Map of the state of Wyoming and certain surrounding states with portions
      in color and the phrase "5 TV Markets Unserved" written across it.]

     LEGEND
     [Colored box.]  Households With No Competitive Alternative Today

--------------------------------------------------------------------------------
6  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA
                                             RESEARCH, SEPT. 2001;
                                             SKYRESEARCH, FEB. 2002;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



TV HOUSEHOLDS WITH COMPETITIVE ALTERNATIVE AFTER MERGER
--------------------------------------------------------------------------------

WYOMING

o   DIRECTV and DISH Network engineering teams have developed a system that is
    TECHNOLOGICALLY FEASIBLE and ECONOMICALLY VIABLE for the merged company to
    deliver full local broadcast service, in all 210 U.S. television markets,
    including full compliance with federal must carry provisions.

o   The merger of DIRECTV and DISH Network will enable a fully competitive cable
    alternative -- DBS service with local channels -- in EVERY television market
    across the country, including all 7 markets in Wyoming.

  [Map of the state of Wyoming and certain surrounding states with portions in
        color and the phrase "All 7 Markets Served" written across it.]

     LEGEND
     [Colored box.]  TV Households With Competitive Alternative After Merger

--------------------------------------------------------------------------------
7  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002


WITHOUT MERGER:  INEFFICIENT SPECTRUM USE
--------------------------------------------------------------------------------

o   The merger will end the inefficient use of spectrum by eliminating the need
    for each company to transmit more than 500 channels of duplicative
    programming.

o   The merger will combine each company's spectrum and advanced satellite
    assets, making the plan technically achievable.

o   The merger will combine the companies' subscriber bases, making service to
    smaller markets commercially feasible.

[119 degrees.]             [110 degrees.]              [101 degrees.]
[Picture of satellite.]    [Picture of satellite.]     [Picture of satellite.]


[Map of the United States with the phrase "Over 500 Duplicative Channels Today"
                              written across it.]


--------------------------------------------------------------------------------
8  THE ECHOSTAR/HUGHES MERGER                SOURCE: ECHOSTAR, HUGHES, FEB. 2002



WITH MERGER: SPECTRUM EFFICIENCIES ACHIEVED

WYOMING

o   Implementation could begin immediately following merger approval, and the
    rollout can be completed as soon as 24 months later, allowing delivery of
    local channels to all .2 million TV households in Wyoming.

[119 degrees.]              [110 degrees.]               [101 degrees.]
[Picture of satellite.]     [Picture of satellite.]      [Picture of satellite.]

  [Map of the state of Wyoming and certain surrounding states with portions in
    color and the phrase "Local Channels, All .2 Million Households" written
                                  across it.]


     LEGEND
     [Colored box.] DBS Households Served by Local Channels After Merger

--------------------------------------------------------------------------------
9  THE ECHOSTAR/HUGHES MERGER        SOURCE: NIELSEN MEDIA RESEARCH, SEPT. 2001;
                                             ECHOSTAR, HUGHES, FEB. 2002



NATIONAL PRICING
--------------------------------------------------------------------------------

o   Consumers across the country will pay the same price for their DBS
    subscription services, regardless of where they reside. We are one nation,
    and we will offer one rate card.

o   For example: a resident of Milwaukee will pay the same fee for his or her
    local channel package as a customer in Cedarville, Ohio; a resident of
    Burlington, Vermont, will pay the same price for HBO as a customer in Salt
    Lake City; and a resident of Mountlake Terrace, Washington, will pay the
    same price for a basic 125-channel programming package as a customer in New
    York City.

 [Map of the United States with the phrase "One Nation, One Rate Card" written
                                  across it.]

--------------------------------------------------------------------------------
10  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002



BROADBAND:  THE DIGITAL "HAVE NOTS"
--------------------------------------------------------------------------------
WYOMING

o   Another benefit of the EchoStar and HUGHES merger comes in the form of
    competitively priced high-speed Internet access, and the end of the
    so-called "digital divide" that exists in the "wired" world today.

o   This map clearly shows the areas where households do not have access to DSL
    or cable modem service -- the digital "have nots".

o   The primary reason for this is simply the expense of rolling out "wired"
    technologies, such as DSL and cable modem service, to millions of homes,
    particularly to those beyond the boundaries of urban and suburban markets.

o   Both EchoStar and HUGHES believe many of the "have nots" would be interested
    in fairly-priced, bundled video and high-speed data services.

             [Map of the state of Wyoming with portions in color.]

    LEGEND
    [Colored box.] Households Without Broadband Access

--------------------------------------------------------------------------------
11  THE ECHOSTAR/HUGHES MERGER         SOURCE: THE BUXTON COMPANY,
                                               "BROADBAND DEPLOYMENT," JAN. 2002



MERGER BRIDGES THE BROADBAND "DIGITAL DIVIDE"
--------------------------------------------------------------------------------

WYOMING

o   The merger will bridge the digital divide in Wyoming by providing consumers
    in every community with a competitively priced high-speed "broadband
    solution" available to them regardless of their location.

o   The efficiencies gained from the merged company's combined customer base
    will enable a high-speed Internet service to be offered that is not only
    price-competitive with existing providers in urban settings, but also a
    tremendous benefit for rural customers for whom DSL and cable modem service
    are unlikely to be available for years to come, if ever.

o   The merger will provide the technical and economic infrastructure to convert
    every household in Wyoming and the country to a digital "have."

           [Map of the state of Wyoming filled entirely with color.]

--------------------------------------------------------------------------------
12  THE ECHOSTAR/HUGHES MERGER                   SOURCE: THE BUXTON COMPANY,
                                                         "BROADBAND DEPLOYMENT,"
                                                         JAN. 2002


ONE NATION, ONE DISH
--------------------------------------------------------------------------------

o   Bringing all local channels and broadband service to all consumers' homes is
    not a simple endeavor. However, the DIRECTV and DISH Network engineering
    teams have designed a system that enables the receipt of local channels,
    other entertainment services AND high-speed Internet access using one
    consumer-friendly mini-dish.

o   An 18 x 22-inch dish will enable the receipt of signals from the merged
    company's three orbital slots.

o   New equipment will process signals from existing spacecraft as well as
    advanced satellites the merged company will launch to deliver the remaining
    local broadcast channels and high-speed Internet services to consumers in
    all states.

o   Equipment will be provided to existing DBS customers AT NO CHARGE --
    including free service call and installation -- to receive their new local
    channels.

[Photo of a man on a ladder installing a DirecTV satellite dish on the side of a
                                    house.]


--------------------------------------------------------------------------------
13  THE ECHOSTAR/HUGHES MERGER               SOURCE: ECHOSTAR, HUGHES, FEB. 2002




CABLE INDUSTRY REMAINS DOMINANT MULTI-CHANNEL VIDEO PROVIDER
--------------------------------------------------------------------------------

o   Eight years after the introduction of DBS services, 78% of multi-channel
    video subscribers still receive their programming from a franchised cable
    operator.

o   Cable operators' market dominance has been strengthened by their upgrades to
    digital video and cable modem services.

o   The cable industry's market dominance is further evidenced by its continual
    price increases to consumers: 37% on average since 1996.

o   The spectrum constraints which exist today will forever keep a separate
    DIRECTV and DISH Network at a competitive disadvantage to cable for those
    consumers who live in markets where local channels are not offered by DBS.

               [Map of the United States with portions in color.]

     LEGEND
     [Colored box.] Households With No Competitive Alternative

--------------------------------------------------------------------------------
14  THE ECHOSTAR/HUGHES MERGER       SOURCE: FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                             ASSESSMENT OF THE STATUS OF
                                             COMPETITION IN THE MARKET FOR THE
                                             DELIVERY OF VIDEO PROGRAMMING,"
                                             JAN. 14, 2002, PP. 11, 87; ECHOSTAR
                                             AND DIRECTV, JAN. 31, 2002; "REPORT
                                             ON CABLE INDUSTRY PRICES," FEDERAL
                                             COMMUNICATIONS COMMISSION, FEB. 14,
                                             2001, P. 9, AND DEC. 15, 1997, P. 7


LOCAL CHANNELS AND BROADBAND FOR ALL AMERICANS
--------------------------------------------------------------------------------

o   The merger of spectrum at the three orbital slots eliminates these
    disadvantages through the addition of an enhanced satellite infrastructure
    that will enable delivery of local channels in EVERY one of the 210
    television markets across the country.

o   The merger of EchoStar and HUGHES ensures that prices for video AND data
    services will be the same throughout the country, whether the market is
    rural or urban/suburban: "one nation, one rate card."

o   The merged company will bridge the "digital divide" by moving satellite
    high-speed Internet access from its current high-priced niche to being
    price-competitive with existing providers -- a tremendous benefit for rural
    customers where DSL and cable modem service are unlikely to be available for
    years to come.

o   The EchoStar and HUGHES merger merits broad scale support for the clear and
    definitive benefits it will bring the residents of Wyoming and all
    Americans.

   [Map of the United States with the phrase "107 Million Households" written
                                  across it.]

--------------------------------------------------------------------------------
15  THE ECHOSTAR/HUGHES MERGER               FCC EIGHTH ANNUAL REPORT, "ANNUAL
                                             ASSESSMENT OF THE STATUS OF
                                             COMPETITION IN THE MARKET FOR THE
                                             DELIVERY OF VIDEO PROGRAMMING,"
                                             JAN. 14, 2002, PP. 11, 87;
                                             ECHOSTAR AND DIRECTV, JAN. 31, 2002



THE ECHOSTAR/HUGHES MERGER
--------------------------------------------------------------------------------

                       o   Local Channels, All Americans

                       o   One Nation, One Rate Card

                       o   Eliminates the "Digital Divide"

                   TRUE COMPETITON FOR 107 MILLION HOUSEHOLDS

--------------------------------------------------------------------------------
16  THE ECHOSTAR/HUGHES MERGER



SEC LEGEND
--------------------------------------------------------------------------------

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.

--------------------------------------------------------------------------------
17  THE ECHOSTAR/HUGHES MERGER






                                      ****