X0202 4 2004-06-08 0 0000040730 GENERAL MOTORS CORP GM 0001181688 DEVINE JOHN M 300 RENAISSANCE CENTER M/C: 482-C39-B30 DETROIT MI 482653000 0 1 0 0 Vice Chairman & CFO General Motors Common Stock, $1-2/3 Par Value 2004-06-08 4 J 0 6627 47.27 D 172972 D General Motors Common Stock, $1-2/3 Par Value 476 I Trust GM Phantom Stock Units $1-2/3 Par Value Com Stock 0.00 General Motors Common Stock, $1-2/3 Par Value 2178 2178 D GM Stock $1-2/3 Par Value Option (Right To Buy) 52.54 2001-12-13 2010-12-14 General Motors Common Stock, $1-2/3 Par Value 500000 500000 D GM Stock $1-2/3 Par Value Option (Right to Buy) 52.35 2002-01-08 2011-01-09 General Motors Common Stock, $1-2/3 Par Value 200000 200000 D GM Stock $1-2/3 Par Value Option (Right to Buy) 50.46 2003-01-07 2012-01-08 General Motors Common Stock, $1-2/3 Par Value 200000 200000 D GM Stock $1-2/3 Par Value Option (Right to Buy) 50.82 2003-02-04 2012-02-05 General Motors Common Stock, $1-2/3 Par Value 100000 100000 D GM Stock $1-2/3 Par Value Option (Right To Buy) 40.05 2004-01-21 2013-01-22 General Motors Common Stock, $1-2/3 Par Value 200000 200000 D GM Stock $1-2/3 Par Value Option (Right to Buy) 53.92 2005-01-23 2014-01-24 General Motors Common Stock, $1-2/3 Par Value 160000 160000 D GM Stock $1-2/3 Par Value, Deferred Stock Units 0.00 General Motors Common Stock, $1-2/3 Par Value 52250 52250 D GM Stock $1-2/3 Par Value, Restricted Stock 0.00 General Motors Common Stock, $1-2/3 Par Value 75000 75000 D Mr. Devine transferred his right to receive 6,627 Restricted Stock Units orginally to be delivered on 12/31/2004, valued at the average market price on the date of transfer, to GM as reimbursement for GM's inadvertent excess withholding tax paid on Mr. Devine's behalf to the government for 2003. Promptly upon discovery of this inadvertent error, GM informed Mr. Devine and Mr. Devine executed this transaction, which transferred to GM an asset of equivalent value. Includes 12,413 Restricted Stock Units to be delivered on 12/31/2004, 19,040 Restricted Stock Units to be delivered on 12/31/2005 and 95,200 Restricted Stock Units to be delivered 18 months after my retirement. Restricted Stock Units are payable in stock and are subject to forfeiture. Dividend equivalents are earned on the Restricted Stock Units until shares are delivered. Shares held in trust under General Motors Stock Purchase Program as of 12/31/03. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan. The Phantom Stock Units are held under Section 16b-3(c) exempt Rule 16b-3(b)(2) eligible excess benefit plan operated in conjunction with a qualified 401(k) plan. The Units are payable in cash upon separation from General Motors. These Units are being reported even though they are exempt under Rule 16b-3. Units held as of 12/31/03. The price of zero is fictional and only used for purposes of facilitating the electronic filing of this Form. Employee stock options granted pursuant to Rule 16b-3 qualified General Motors Stock Incentive Plan; stock options are exercisable in five equal annual installments, commencing, respectively, one, two, three, four and five years from the date of initial grant. Employee stock option granted pursuant to Rule 16b-3 qualified General Motors Stock Incentive Plan. Stock option is exercisable in three equal annual installments, commencing, respectively, one, two and three years from the date of initial grant. The Deferred Stock Units were accrued under the Rule 16b-3 qualified General Motors Deferred Compensation Plan. Dividend equivalents are earned on each Deferred Stock Unit. Units held as of 01/23/04. The Deferred Stock Units convert on a '1 for 1' basis. The Restricted Stock Units were accrued under the Rule 16b-3 qualified General Motors Annual Incentive Plan. Dividend equivalents are earned on each Restricted Stock Unit. Units held as of 01/23/04. The Restricted Stock Units convert on a '1 for 1' basis. The price of zero is fictional and only used for purposes of facilitating the electronic filing of this Form. By: Martin I. Darvick - Attorney-in-Fact for 2004-06-10