HUGHES

NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN

HUGHES

NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN

TABLE OF CONTENTS

i

HUGHES

NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN

TABLE OF CONTENTS

CONTINUED

ii

HUGHES

NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN

TABLE OF CONTENTS

CONTINUED

iii

HUGHES

NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN

TABLE OF CONTENTS

CONTINUED

iv

HUGHES

NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN

TABLE OF CONTENTS

CONTINUED

v

HUGHES

NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN

TABLE OF CONTENTS

CONTINUED

vi

HUGHES

NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN

This Plan, executed by HUGHES ELECTRONICS CORPORATION, a corporation organized under the laws of the State of Delaware (hereinafter Hughes), evidences the terms of an amendment to and comprehensive restatement of the Hughes Salaried Employees Thrift and Savings Plan, formerly known as the Hughes Aircraft Company Salaried Employees Thrift and Savings Plan originally effective on March 1, 1968, and subsequently amended from time to time thereafter.

Effective as of June 1, 1998, the Hughes Thrift and Savings Plan originally adopted on November 28, 1989, and subsequently amended from time to time thereafter, is merged into this Plan.

Except for limited in service withdrawals under Section 5.05, participant loans under Section 5.09, and withdrawals following age 59-1/2 under Section 5.11 that apply to all former Participants, the rights of any person who terminated employment or who retired on or before the effective date of a particular amendment, including such persons eligibility for benefits and the time and form of benefits, if any, that will be paid, shall be determined solely under the terms of the Plan as in effect on the date of such persons Separation from the Service or Retirement, unless such person is thereafter reemployed and again becomes a Participant.

Each Exhibit attached hereto is incorporated by reference and forms an integral part of the Plan. The terms of the Plan unless specifically provided otherwise are intended to comply with Sections 401(a) and 401(k) of the Internal Revenue Code, but are not intended to provide any other substantive rights to Employees who incur a Separation from the Service prior to the date of execution (unless legally required to do so), and accordingly are for that purpose effective January 1, 2002, unless indicated otherwise, and are as follows:

ARTICLE I

DEFINITIONS

Section 1.01 - General

Whenever any of the following terms are used in the Plan with the first letter or letters capitalized, they shall have the meanings specified below unless the context clearly indicates to the contrary.

1

Section 1.02 - Account

Account of a Participant means the account or accounts in the Trust Fund established in accordance with Section 4.01.

Section 1.03 - Administrator

Administrator means Hughes acting through its officers or their delegates, and not through its Board, except that during such time as the Committee is in existence, such Committee shall be the Administrator. The Administrator shall function as provided in the Plan, the Trust Agreement and ERISA.

Section 1.04 - Anniversary Date

Anniversary Date of a Participant means an anniversary of his first day on the job after his first employment by a Company while a Company, or an anniversary of his first day on the job following his most recent reemployment by a Company.

Section 1.05 - Beneficiary

Beneficiary means a person or trust designated in writing on forms supplied by the Administrator and delivered prior to death to the Administrator from time to time by a Participant or Former Participant in accordance with Section 7.03 to receive Benefits in the event of his death, or by an alternate payee under a qualified domestic relations order under Section 414(p) of the Code and in accordance with Section 9.06(c), as provided herein; or if no effective designation is made, then Beneficiary means either his spouse or if there is no spouse, the estate of the decedent.

Section 1.06 - Board

Board means the Board of Directors of Hughes acting as such or by and through its Executive Committee.

Section 1.07 - Break in Service Year

Break in Service Year of an Employee or former Employee means a period of fifty-three (53) weeks (using his regular payroll period) ending with the period in which his Anniversary Date falls, if:

(a) at the end of such period he is not an Employee,

(b) such period ends before his Retirement, and

Home        Intelligence        Services        Subscriptions        News        About Us