Edgar Filing: HUGHES ELECTRONICS CORP

Filed by Echostar Communications Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934

Subject Companies: Hughes Electronics Corporation
Commission File No. 0-26035
General Motors Corporation
Commission File No. 1-00143
Date: February 27, 2002

Set forth below are certain materials that are available on EchoStar's website
at www.echostar.com, the script for a video news release, a media advisory
related to the video news release, and an e-mail that was sent to EchoStar
employees.

OVERVIEW & SUMMARY

Now that the merger's opponents have aired their objections, the
Commission may confidently conclude that New EchoStar will provide consumers
with numerous benefits, including:

o giving all Americans access by satellite to their local broadcast
stations;

o creating a true broadband alternative when in many areas of the
country there is no true broadband service whatsoever; and

o doubling (or better) the programming choices each company provides
today, including moving to 12 or more High Definition Television
channels.

These benefits translate directly into effective competition to cable
systems, which have continued to raise their prices unrestrained by either
EchoStar or DIRECTV standing alone, all to the benefit of consumers. The
merger's pro-competitive potential is recognized by the constituency with the
most direct stake in matters of competition and consumer choice - the consumers
themselves. Under the guise of promoting the public interest, the handful of
powerful organizations opposing the merger are pursuing rather obvious agendas
that have nothing to do with the public interest: seeking to improve bargains
they have struck; trying to preserve their competitive position or ability to
continue overcharging rural customers, as they do today; and airing other
unrelated grievances.

Many of the merger benefits will flow from the massive increase in
Direct Broadcast Satellite ("DBS") capacity that will result from the
elimination of duplicative

programming - a total of more than 500 identical channels - from the DIRECTV and
EchoStar satellite systems once the companies merge. And as the Applicants
announce here for the first time, the merger will bring consumers across the
United States access to local broadcast channels via satellite with
digital-quality television picture and CD-quality sound in every one of the 210
television Designated Markets Areas in the United States.

Subsequent to the announcement of the merger agreement on October 28,
2001, as part of the pre-merger transition process, EchoStar and DIRECTV have
been analyzing the technical and economic feasibility of a "Local Channels, All
Americans" plan by which every U.S. consumer can have access to
satellite-delivered local television signals. Today, in an Application being
filed contemporaneously with this Opposition, New EchoStar will make that plan a
reality by applying for Commission authority to launch and operate a new
spot-beam satellite that, when combined with other existing and
under-construction EchoStar and DIRECTV satellites, will allow the merged
company to serve all 210 Designated Market Areas ("DMAs"), equaling all
Americans, with local television stations.

New EchoStar will deploy new set-top boxes and satellite dishes capable
of receiving satellite signals from multiple orbital positions. The new
receiving equipment will be made available, free of charge, to all existing
EchoStar and DIRECTV subscribers who will require new equipment in order to
receive their local channels. Consumers across the country will pay the same
price for this DBS service, i.e., one nation, one rate card, regardless of a
subscriber's location. This means that whether for a town of 5 people or a city
of 5 million people, the New EchoStar will provide the same

service for the same rate. And implementation of the plan will begin immediately
upon regulatory approval of the merger, becoming fully operational as soon as 24
months thereafter.

This "Local Channels, All Americans" service vision, however, is
premised entirely upon the EchoStar-Hughes merger being successfully
consummated. Neither company standing alone could achieve the tremendous public
interest benefit of being able to serve every television market in the country.
Certain Petitioners speculate that each company alone might be able to replicate
the merger benefits by building satellites of the Petitioners' own design. These
proposals suffer from two fundamental defects: (i) they make invalid assumptions
about technical feasibility, and (ii) they disregard entirely the question of
commercial feasibility. Even if these super-satellites looked good on paper, no
Petitioner has explained why no one in the world has deployed anything like
them, or how it could be profitable for each company on a stand-alone basis. As
Dr. Robert Willig explains in the attached Declaration, expansion of local
channel service to every DMA would not be economically feasible absent the
merger.

The merger will also create the first true broadband satellite
alternative. For urban areas, this will translate into meaningful
satellite-based competition to cable modem and DSL offerings. For tens of
millions of other Americans, it will translate into their first affordable
advanced service - a true move from zero to one provider. The "digital divide"
in the United States is real: as many as 40 million households in the United
States today do not have access to high-speed Internet and data services, in
large part due to the high cost of delivering these services to homes in less
densely populated

areas. New EchoStar will create a more robust satellite platform that will
liberate these digital "have nots" by offering them a more affordable, viable
broadband service.

Here too, the Petitioners are wrong that each company could achieve
these benefits on its own. The two companies' current broadband offerings are
expensive "niche" products that are hampered by several constraints, do not even
satisfy the Commission's definition of an "advanced service," and have attracted
fewer than 150,000 subscribers combined. The merger will allow New EchoStar to
integrate these products and achieve a more competitive price point. As for the
future deployment of satellite service in the Ka-band, neither company standing
alone would be able to achieve early and affordable service to consumers. The
merger, on the other hand, will give New EchoStar the spectrum capacity,
subscriber base and economies of scale needed to ensure that next-generation
residential broadband service becomes a reality everywhere in the United States,
rapidly and inexpensively enough to matter.

In addition to the consumers, many other parties have supported the
EchoStar-Hughes merger. The most vociferous opposition comes from a handful of
entities, including the National Rural Telecommunications Cooperative ("NRTC"),
Pegasus Communications ("Pegasus"), the American Cable Association ("ACA") and
the National Association of Broadcasters ("NAB").1 The Commission should
recognize the narrow self-interests of NRTC and Pegasus, who have been in active
litigation against

----------
1 In contrast, businesses with an interest in greater competition and output
in the MVPD market, such as television equipment manufacturers and
electronics retailers, strongly support the merger. See Comments of Circuit
City Stores, Inc. and Thomson Multimedia.

DIRECTV for years in a contractual dispute over distribution rights. Equally
important, while lamenting the future fate of rural consumers, NRTC and Pegasus
do not explain why they overcharge rural consumers today: in reselling DIRECTV's
service, they charge $3.00 a month more than DIRECTV charges for the same
service in other areas and than EchoStar charges for the equivalent package in
the same areas. The sincerity of Pegasus's concerns about competition is further
impeached by reported statements of a Pegasus executive to the press that a
buy-out of Pegasus by EchoStar would make the most financial sense for both
companies.2 As for the American Cable Association, it expresses candidly its
fear that the merger will result in price competition in rural areas.3 This is
the sort of harm to competitors that the Commission should not take into account
in its analysis, except as a benefit to competition and consumers.

The "Local Channels, All Americans" plan also disposes completely of
the concerns expressed by NRTC and NAB with respect to local service. NRTC has
alleged that New EchoStar "does not contemplate expanding local television
service to rural America in DMAs beyond the top 100," which the NRTC states "is
no consolation to the millions of rural Americans who most need local service."4
For its part, the NAB's principal stated concern is that competition between the
nation's two DBS providers "has driven the expansion of local-into-local" and
"will lead to more carriage of local

----------
2 See Ted Hearn, "Pegasus: Contract Bars Post-Merger Competition,"
Multichannel News (Feb. 18, 2002).

3 See ACA Petition at 14-16 ("EchoStar would have every incentive to [set its
uniform national price] below small cable systems' costs of providing
similar services...")

4 NRTC Petition at 60.

stations."5 New EchoStar's commitment to serve all 210 DMAs could not answer
those complaints more dispositively, leaving the NAB with no principled basis
for continuing its opposition.6 The Applicants stand ready to achieve with one
stroke what NAB's members have not achieved in decades - extending the coverage
of local broadcast stations to all areas of the country.

The "Local Channels, All Americans" plan will uniquely benefit rural
subscribers, who without it might never enjoy digitally-delivered local channels
via any distribution medium. And, because of New EchoStar's one nation, one rate
card plan, consumers in rural areas will reap an additional benefit - they will
take advantage of the increased competition in the most populous areas of the
country.7 Contrary to the claims of some Petitioners, national pricing makes
economic sense. It has been the Applicants' past practice and it is a common
practice for other national providers in network industries, such as Internet
Service Providers and cellular telephone companies. Local promotions may
continue to be a useful tool to the limited extent they have been in the past,
and the Applicants are willing to commit to reasonable requirements in that
regard.

New EchoStar has every incentive to set its national price at strongly
competitive levels instead of extracting additional profits from its existing
subscriber

----------
5 NAB Petition at iii.

6 Id. at 7 (opining that "if the merger is approved, it would still leave
markets 101-210, in which 14 percent of the country's population resides,
with no hope of receiving local-to-local service.") (emphasis added).

7 Pegasus and NRTC vastly exaggerate the number of homes not served by cable
operators, in a stilted effort to argue that the merger would harm rural
consumers.

base as some parties allege. New EchoStar would be "leaving money on
the table" if it restricted itself to existing subscribers. Instead, as Dr.
Willig shows, New EchoStar will have to set the national price low to compete
for new subscribers in the most densely populated and most heavily contested
areas of the country. The one nation, one rate card plan will therefore be a
more effective constraint on MVPD prices in rural areas than EchoStar is on
NRTC's and Pegasus's prices today. Finally, the fears of collusion raised by
Petitioners are equally unwarranted: this particular tango would require
EchoStar to dance with 9 or 10 cable MSO partners at the same time or forego
huge pools of potential subscribers. In the final analysis, the net benefits to
consumers from the creation of New EchoStar far outweigh any anticompetitive
concerns.

There are other miscellaneous attempts by certain parties to litigate
particular disputes or raise parochial concerns that have little bearing on the
Commission's public interest inquiry here. The Applicants urge the Commission to
restrict its analysis to merger-specific issues and remedies, to the extent
applicable, and promptly approve the Application, so that New EchoStar may begin
delivering on its promise of dramatic consumer and competitive benefits to all
Americans, including the carriage of local broadcast channels in all 210
television markets and true broadband services to all Americans.

--------------------------------------------------------------------------------
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.

SATELLITE NEWSFEED: TUESDAY, FEBRUARY 26, 2002

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

MERGED ECHOSTAR AND HUGHES
WILL DELIVER LOCAL BROADCAST CHANNELS
TO ALL 210 U.S. TELEVISION MARKETS

(February 26, 2002 - Washington, D.C.) Watching television is easily one of the
great American past times and until D.B.S. (or Direct Broadcast Satellite) was
introduced, cable was the only option for multi-channel programming. The only
catch is, 42 million homes and thousands of communities can't get their local TV
stations via D.B.S. That all may change real soon if the federal government
approves it.

This morning , EchoStar Communications and Hughes Electronics, parent companies
of Dish Network and DirecTV D.B.S. services, which announced a proposed merger
late last year, announced they have filed an application with the Federal
Communications Commission to launch and operate a new satellite. This will allow
them to deliver local broadcast channels in all 210 television markets
throughout the United States. Currently, local channels delivered by satellite
are only available in 42 of these markets.

The new satellite will work in concert with four other DirecTV and EchoStar
spacecraft in three orbital slots. This, combined with efficiencies gained
through the merger, will make it possible to deliver local channels to every
household in every television market in the country, including rural and
under-served areas. The combined company will also bridge the proverbial digital
divide by offering affordable high-speed satellite internet access to people in
every market in the country. People living in rural areas, who do not now have
access to DSL and cable modems, will soon have access to high-speed Internet
service via satellite and at affordable rates.

The delivery of local channels in 210 markets is contingent upon the proposed
Hughes-EchoStar merger receiving approvals from the Federal Communications
Commission and the Department of Justice, as well as the successful launch of
the new spot-beam satellite. Only if this proposed merger is approved, will
households in small and rural television markets in every state finally have a
competitive alternative to Cable Operators who have had virtual local monopolies
on service.

B-ROLL FOOTAGE INCLUDES: Satellite in space animation, rocket launch,
installation of DBS in home, family and various people watching television and
on the internet, homes in rural areas, soundbites with: Jack Shaw, President and
CEO, Hughes Electronics; Charlie Ergen, Chairman, CEO, Echostar; Eddy
Hartenstein, Chairman, CEO, DirecTV.

SATELLITE COORDINATES: TUESDAY, FEBRUARY 26, 2002
C-BAND, GALAXY 11, TRANSPONDER 8, 3860 (V)

FEED: 9:30AM EST (6:30 AM PST)
RE-FEED: 2:00PM EST (11:00AM PST)

FOR MORE INFO, CONTACT: RICHARD DORE, HUGHES ELECTRONICS, (310) 662-9670

DISH Network is a trademark of EchoStar Communications Corporation. DISH Network
is EchoStar's state-of-the-art direct broadcast satellite TV system that is
capable of offering over 500 channels of digital video and CD-quality audio
programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 6.43 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.

DIRECTV is the nation's leading digital satellite television service provider
with more than 10.7 million customers. DIRECTV and the Cyclone Design logo are
registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.

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 General Motors.
Such documents are not currently available.

General Motors 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.

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,
Hughes, EchoStar, 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.

- ########## -

================================================================================
VIDEO DRAFT: February 26, 2002 FINAL
NEWS TITLE: HUGHES FEB. 26 CORPORATE
RELEASE ANNOUNCEMENT
CLIENT: HUGHES
TIME: VNR(2:16) B-ROLL(4:02) TRT: (7:07)
--------------------------------------------------------------------------------
F O R R E L E A S E FEBRUARY 26, 2002
--------------------------------------------------------------------------------
Contacts: George H. Jamison, HUGHES ELECTRONICS, (310) 662-9986
Richard Dore, HUGHES ELECTRONICS, (310) 662-9670
Producer: Marianne Schwab, ROSAS PRODS., (818) 782-3232
Exec. Prod.: John Rosas, ROSAS PRODS., (818) 753-1584
--------------------------------------------------------------------------------

================================================================================

--------------------------------------------------------------------------------
EDITOR'S NOTE:
--------------------------------------------------------------------------------
Watching television is easily one of the great American pastimes and until DBS
(or Direct Broadcast Satellite) was introduced, cable was the only option for
multi-channel programming. The only catch is, 42 million homes and thousands of
communities can't get their local TV stations via DBS. That all may change real
soon if the federal government approves it.

This morning, EchoStar Communications and Hughes Electronics, parent companies
of Dish Network and DIRECTV DBS services, which announced a proposed merger late
last year, announced they have filed an application with the Federal
Communications Commission to launch and operate a new satellite. This will allow
them to deliver local broadcast channels in all 210 television markets
throughout the United States. Currently, local channels delivered by satellite
are only available in 42 of these markets.

The new satellite will work in concert with four other DIRECTV and EchoStar
spacecraft in three orbital slots. This, combined with efficiencies gained
through the merger, will make it possible to deliver local channels to every
household in every television market in the country, including rural and
under-served areas. The combined company will also bridge the proverbial
"digital divide" by offering affordable high-speed satellite Internet access to
people in every market in the country. People living in rural areas, who do not
now have access to DSL and cable modems, will soon have access to high-speed
Internet service via satellite and at affordable rates.

The delivery of local channels in all 210 markets is contingent upon the
proposed Hughes-EchoStar merger receiving approvals from the Federal
Communications Commission and the Department of Justice, as well as the
successful launch of new spot-beam satellites. Only if this proposed merger is
approved, will households in small and rural television markets in every state
finally have a competitive alternative to cable operators, who have had virtual
local monopolies on service.

--------------------------------------------------------------------------------------------------
SUGGESTED ANCHOR LEAD
--------------------------------------------------------------------------------------------------

Studio Anchor on-camera STUDIO ANCHOR O/C: TODAY, ROUGHLY 42 MILLION HOMES CAN NOT
RECEIVE LOCAL TV PROGRAMMING VIA DBS, OR DIRECT BROADCAST
SATELLITE TELEVISION., WELL, THE WONDERFUL WORLD OF
TELEVISION MIGHT BE EXPANDING ITS UNIVERSE - AS SOON AS THE
FEDERAL GOVERNMENT APPROVES IT. MARIANNE SCHWAB REPORTS...

===================================================================================================
(PAGE 1 of 3)

FEBRUARY 26, 2002 - HUGHES CORP. ANNOUNCEMENT" (HUGHES) (PAGE 2 of 5)

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VIDEO TIME AUDIO
----------------------------------------------------------------------------------------------------

1. INT. - People/Family REPORTER V/O: WATCHING TELEVISION IS EASILY ONE OF
watching local TV (2) THE GREAT AMERICAN PAST TIMES. AND UNTIL DBS WAS INTRODUCED,
CABLE WAS THE ONLY OPTION FOR MULTI-CHANNEL PROGRAMMING.
2. EXT - DBS installation THE ONLY CATCH IS, 42 MILLION HOMES AND THOUSANDS OF
COMMUNITIES CAN'T GET THEIR LOCAL TV STATIONS VIA
3. EXT - Rural Homes (2) SATELLITE.. THAT ALL MAY CHANGE REAL SOON.

4. INT. - Person watching
program

5. EXT. - ECHOSTAR DishTV REPORTER V/O: TODAY, ECHOSTAR COMMUNICATIONS AND HUGHES
Satellite Dish ELECTRONICS, PARENT COMPANIES OF THE DISH NETWORK AND
DIRECTV DBS SERVICES, WHICH ANNOUNCED A PROPOSED MERGER
6. EXT. - DIRECTV buildings LATE LAST YEAR, ANNOUNCED THEY HAVE FILED AN APPLICATION
WITH THE FEDERAL COMMUNICATIONS COMMISSION TO LAUNCH AND
7. EXT. - Rocket launch OPERATE A NEW SATELLITE.

8. GRAPHIC - Satellite
Animation

10. Spokesperson on-camera SHAW O/C: "This proposal is new from the standpoint that
----------------------------- we are going to be able to provide local channels to all
SUPER: Jack Shaw, President, 210 television markets in the United States. That's
CEO Hughes Electronics really a big change from where we're providing maybe 42
----------------------------- markets with these local channels."
11. GRAHPIC - US Map: Future-
210 Local Current-42
Local Markets
-----------------------------
12. DISSOLVE TO: GRAPHIC U.S.
Map - Current-42 Local
Markets
-----------------------------
13. EXT. Rocket launch control REPORTER V/O: THE NEW SATELLITE WILL WORK IN CONCERT
center WITH FOUR OTHER DIRECTV AND ECHOSTAR SPACECRAFT IN THREE
ORBITAL SLOTS. THIS, COMBINED WITH EFFICIENCIES GAINED
14. EXT. Rocket launch sequence THROUGH THE MERGER, WILL MAKE IT POSSIBLE TO DELIVER
LOCAL CHANNELS TO EVERY HOUSEHOLD IN EVERY TELEVISION
15. Satellite - Animation MARKET IN THE COUNTRY, INCLUDING RURAL AND UNDER-SERVED
AREAS. THE COMBINED COMPANY WILL ALSO BRIDGE THE
16. EXT. Homes in rural PROVERBIAL DIGITAL DIVIDE BY OFFERING AFFORDABLE HIGH-SPEED
location SATELLITE INTERNET ACCESS TO PEOPLE IN EVERY MARKET IN THE
COUNTRY.
17. INT. Man working on internet/
PC laptop

18. GRAPHIC: U.S. Map "Broadband:
The digital "Haves" (67
Million Households)

19. DISSOLVE TO: GRAPHIC: U.S.
Map Merger Bridges the
"Digital Divide" (107
Million Households)

20. Spokesperson on-camera ERGEN C: "We realize that unless we combine our subscriber
----------------------------- bases, we can never ever effectively offer broadband
services to rural America.."
====================================================================================================

FEBRUARY 26, 2002 - HUGHES CORP. ANNOUNCEMENT" (HUGHES) (PAGE 3 of 5)

SUPER
-----------------------------
CHARLES Ergen, Chairman, CEO,
EchoStar
----------------------------------------------------------------------------------------------------

21. EXT. Rural landscape REPORTER V/O: PEOPLE LIVING IN RURAL AREAS, WHO DO NOT NOW
HAVE ACCESS TO DSL AND CABLE MODEMS, WILL SOON HAVE ACCESS
22. EXT. Man working in garden TO DSL AND CABLE MODEMS, WILL SOON HAVE ACCESS TO HIGH-
at rural home SPEED INTERNET SERVICE VIA SATELLITE AND AT AFFORDABLE RATES.

23. INT. Man on DSL internet
connection at iMac

24. INT. CU on mouse

25. EXT. Building exterior pan REPORTER V/O: THE DELIVERY OF LOCAL CHANNELS IN THE 210
to Satellite Dish MARKETS IS CONTINGENT UPON THE PROPOSED HUGHES-ECHOSTAR
MERGER RECEIVING APPROVALS FROM THE FEDERAL COMMUNICATIONS
26. INT. Merger Conference COMMISSION AND THE DEPARTMENT OF JUSTICE, AS WELL AS THE
SUCCESSFUL LAUNCH OF THE NEW SPOT-BEAM SATELLITE.
27. EXT. DirecTV Satellite dish

28. EXT. Rocket launch

29. GRAPHIC - Satellite launch
animation

30. GRAPHIC - satellite in
space animation

23. Spokesperson on-camera HARTENSTEIN O/C: - "Together Hughes and EchoStar will
----------------------------- have the spectrum and the technical prowess to deliver
SUPER: Eddy Hartenstein, ubiquitous broadband services for customers for both
Chairman, CEO, DirectTV nationwide and enterprise customers worldwide."
-----------------------------
31. INT. Merger Conference REPORTER V/O: ONLY IF THIS PROPOSED MERGER IS APPROVED,
WILL HOUSEHOLDS, IN SMALL AND RURAL TELEVISION MARKETS
32. EXT. Rural home IN EVERY STATE FINALLY HAVE A COMPETITIVE ALTERNATIVE
TO CABLE OPERATORS WHO HAVE HAD VIRTUAL LOCAL MONOPOLIES
33. EXT. DishTV Satellite ON SERVICE. THIS IS MARIANNE SCHWAB.

34. INT. Pan family watching
TV
----------------------------------------------------------------------------------------------------
SUGGESTED ANCHOR TAG
----------------------------------------------------------------------------------------------------
Studio Anchor on-camera STUDIO ANCHOR O/C: ONCE THE MERGER AND SATELLITE LAUNCH
ARE AUTHORIZED, THE ROLLOUT OF LOCAL CHANNELS CAN BE
COMPLETED AS SOON AS 24 MONTHS LATER.
----------------------------------------------------------------------------------------------------
B-ROLL (4:02)
----------------------------------------------------------------------------------------------------
ADDITIONAL SOUNDBITES
----------------------------------------------------------------------------------------------------
1. Spokesperson on-camera SHAW O/C: "This proposal is new from the standpoint that we
----------------------------- are going to be able to provide local channels to all 210
SUPER: television markets in the United States. That's really a
----------------------------- big change from where we're providing maybe 42 markets with
Jack Shaw, President, CEO, these local channels. So for the first time, people in
Hughes Electronics rural communities won't be disadvantaged relative to their
----------------------------- counterparts in metropolitan cities."
----------------------------------------------------------------------------------------------------
2. Spokesperson on-camera SHAW O/C: "The day after the merger, people have the ability
to have the same services, the same inner connection to the
internet, the same
----------------------------------------------------------------------------------------------------

FEBRUARY 26, 2002 - HUGHES CORP. ANNOUNCEMENT" (HUGHES) (PAGE 4 of 5)

SUPER
-----------------------------
Jack Shaw, President, CEO, inner connection to the world via the internet that their
Hughes Electronics counterparts have in every city that has a large population.
----------------------------- So, to benefit the rural community is every important to me
personally because I believe that's the heartland of our
country."
----------------------------------------------------------------------------------------------------
3. Spokesperson on-camera ERGEN O/C: "We realize that unless we combine our subscriber
----------------------------- bases, we can never ever effectively offer broadband servies
CHARLES Ergen, Chairman, CEO, to rural America. And we say, 'Why should people in rural
EchoStar America not have the same broadband service that people have
----------------------------- where there's a cable or phone company?'."
----------------------------------------------------------------------------------------------------
23. Spokesperson on-camera HARTENSTEIN O/C: "Together Direct TV and Dish Network have
over 16 million customers and today representing one out of
every six households in the United States. And together have
an unprecendented technological resources for interactive
services over the television, high definition television and
personal video recording capabilities. Together Hughes and
EchoStar will have the spectrum and the technical prowess
to deliver ubiquitous broadband services for customers for
both nationwide and enterprise customers worldwide."
----------------------------------------------------------------------------------------------------
ADDITIONAL B-ROLL
----------------------------------------------------------------------------------------------------
1. GRAPHIC - US Map Future-210
Local Markets
2. GRAPHIC OF U.S. Map Current-
42 Local Markets
3. GRAPHIC: U.S. Map "Broadband:
The digital "Haves" (67 Million
Households)
4. GRAPHIC: U.S. Map Merger
Bridges the "Digital Divide"
(107 Million Households)
5. Push from WS - house with DishTV
6. Pan from rocks to house
7. Pull from house CU to WS with
fence
8. CU little boy eating cooking
9. OTS boy watching TV
10. OTS family watching TV
----------------------------------------------------------------------------------------------------

FEBRUARY 26, 2002 - HUGHES CORP. ANNOUNCEMENT" (HUGHES) (PAGE 5 of 5)

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,
Hughes, EchoStar, 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.

To All EchoStar Employees:

Today, EchoStar and HUGHES Electronics have announced a plan for the merged
company to deliver local broadcast channels in every one of the 210 television
markets in the United States.

Since the merger was announced, a small team of DIRECTV and EchoStar employees
have worked together to develop a technical plan to offer local channels in all
210 television markets nationwide. After an exhaustive examination of each
company's spectrum and satellite assets, the team determined the plan could
become a reality. The plan would consist of 5 satellites, 3 orbital slots
coupled together with efficiencies gained from the merger of the companies.

This technical solution will eliminate 500 channels of duplicative programming
that EchoStar and DIRECTV each offer today. By combining our spectrum, existing
and planned satellites, and by adding another spot-beam spacecraft, along with
other efficiencies created by the merger, we will be able to offer all consumers
in all 50 states access to all of their local broadcast channels.

The merged company will also establish itself as a source of meaningful
satellite-based broadband competition to cable modem and DSL offerings.
Combined, EchoStar and DIRECTV will create a more robust satellite platform,
positioned to "bridge the digital divide" by delivering affordable high-speed
Internet access to all U.S. households, including the 42 million households that
do not have access to such services today.

EchoStar and HUGHES have filed a joint application with the FCC that details the
"All Channels, All Americans" plan, whose rollout can be completed within 24
months of merger approval. As part of this plan consumers who live in a town of
five people or a city of five million will pay the same price for their DBS
service. We are one nation, and the combined EchoStar-HUGHES will offer one rate
card. The plan has been summarized in detailed booklets being disseminated to
key lawmakers on Capitol Hill, and the national version and press release are
attached for your information.

Sincerely,

Mike Dugan
President

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 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.