0000950124-03-002842 Sample Contracts

HUGHES ELECTRONICS CORPORATION 200 North Sepulveda Boulevard P.O. Box 456 El Segundo, CA 90245 August 15, 2003
Hughes Electronics Corp • August 21st, 2003 • Communications services, nec • Delaware

Reference is made to (i) that certain Stock Purchase Agreement by and among The News Corporation Limited (“News Corporation”), General Motors Corporation (“GM”) and Hughes Electronics Corporation (“Hughes”), dated as of April 9, 2003, as amended from time to time (the “Stock Purchase Agreement”), and (ii) that certain Agreement and Plan of Merger by and among Hughes, News Corporation and GMH Merger Sub, Inc. (“Merger Sub”), dated as of April 9, 2003, as amended from time to time (the “Merger Agreement”).

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AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 21st, 2003 • Hughes Electronics Corp • Communications services, nec • Delaware

AMENDMENT NO. 2 (the “Amendment”), dated as of August 20, 2003, by and among The News Corporation Limited, an Australia corporation (the “Purchaser”), Hughes Electronics Corporation, a Delaware corporation (“Hughes”), and General Motors Corporation, a Delaware corporation (“GM”), to the Stock Purchase Agreement, dated as of April 9, 2003 (as previously amended, the “Agreement”), by and among Purchaser, Hughes and GM.

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