Value of the Proposed Transaction

Value per GMH Share $23 $43 $49

Premium to Current GMH Stock Price ($19) 18% 121% 155%

Equivalent Value to GM Shareholder 0.76 0.76 0.76

Per GM Share $17 $33 $38

% of Current GM Stock Price ($63) 28% 52% 59%

Value per DISH Share $30 $57 $66

Premium to Current DISH Stock Price ($30) – 87% 116%

Exchange Ratio Only*

Including PV

of Synergies

Lower

Upper

Note: Based on the closing market price of DISH on the Nasdaq Stock Market and GM and GMH on the NYSE on August 3, 2001.

Estimated

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