Executive Change in Control Severance Agreement - HE Holdings Inc.


                               HE Holdings, Inc.
                Executive Change in Control Severance Agreement
                                        
Agreement entered into this 9th day of January 1997 by and between HE Holdings,
Inc., a Delaware corporation (the 'Company') and _______________ (the
'Executive').

The Board of Directors of General Motors Corporation is negotiating a change in
control of the ownership of the Company and desires to assure continuity of
management and the continued attention of the Executive to his duties without
any distraction arising out of the circumstances surrounding the change in
ownership.

WHEREAS, the Company and the Executive desire to enter into this Agreement on
the terms and conditions set forth below.  For good and valuable consideration
and the mutual covenants set forth herein the parties hereto agree as follows:

1.   Definitions.  The following terms shall have the meaning set forth below
     for purposes of this Agreement.

     a.  'Base Compensation' means (i) the annual rate of base salary of the
         Executive as of the date of a Change in Control, plus the actual Annual
         Incentive Plan bonus paid for performance in the calendar year
         immediately preceding the date of a Change in Control.

     b.  'Cause' means the Executive's (i) conviction of, or plea of nolo
         contendere to, a felony; (ii) use of illegal drugs; or (iii) willful
         and intentional misconduct, willful neglect or gross negligence, in the
         performance of the Executive's duties, which the Company reasonably
         believes has caused a demonstrable and serious injury to the Company,
         monetary or otherwise; provided, however, that such acts or events
         shall constitute Cause only if the Executive is given written notice
         that the Company intends to terminate his employment for Cause, which
         notice shall specify the particular acts or failures to act on the
         basis of which the decision to so terminate employment was made.  In
         the case of a termination for Cause as described in clause (iii) above,
         the Executive shall be given the opportunity within 30 days of the
         receipt of such notice to meet with the Company to defend such acts or
         failures to act, prior to termination.  The Company may suspend the
         Executive's title and authority pending such meeting, and such
         suspension shall not constitute 'Good Reason', as otherwise defined in
         this plan.

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     c.  'Change in Control' means during the Term the effective date of (a) a
         change in ownership of the common stock of the Company, whether by
         sale, merger, consolidation or reorganization pursuant to which General
         Motors Corporation does not directly or indirectly own more than 50% of
         the outstanding common stock, in value, of the Company or any successor
         surviving entity, or (b) the sale or distribution of all or
         substantially all of the assets of the Company to an unrelated entity
         or entities or to an entity in which General Motors Corporation does
         not directly or indirectly own more than 50% in value of the equity of
         such entity.

     d.  'Code' means the Internal Revenue Code of 1986, as amended.

     e.  'Company' means HE Holdings, Inc. and its successors and assigns.

     f.  'Comparable Position' means a position of relatively equal or greater
         scope of responsibility and authority, equal or greater base
         compensation, equal or greater aggregate incentive compensation payout
         targets, and equal or greater aggregate benefits and perquisites, as
         constituted immediately prior to the Change in Control.

     g.  'Good Reason' means any of the following events occurring within three
         (3) years following a Change in Control:

         (i)  without the Executive's written consent, (A) any reduction in the
              amount of the Executive's annual salary, (B) any significant
              reduction in the Executive's aggregate incentive compensation
              opportunities, (C) any significant reduction in the aggregate
              value of the Executive's benefits as in effect from time to time
              (unless such reduction is pursuant to a general change in benefits
              applicable to all similarly situated employees of the Company and
              its affiliates), or (D) any material and willful breach by the
              Company of a written employment agreement with the Executive;

         (ii) a significant reduction, without the Executive's written consent,
              in the Executive's duties or responsibilities, including, for
              example, a significant diminution of the Executive's authority,
              responsibility and reporting requirements from that immediately
              prior to a Change in Control; or

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         (iii) without the Executive's written consent, a transfer of the
               Executive's principal place of employment to a location more than
               50 miles from the Executive's place of employment immediately
               prior to the Change in Control, provided that the distance
               between the new principal place of employment and the Executive's
               primary residence is greater than 10 miles from the distance
               between the principal place of employment prior to such transfer
               and the Executive's primary residence immediately prior to the
               Change in Control.

               Notwithstanding the above, the occurrence of any of the events
               described in (i), (ii) or (iii) above will not constitute Good
               Reason unless the Executive gives the Company written notice,
               within 30 calendar days after the Executive knew or should have
               known of the occurrence of any of the events described in (i),
               (ii) or (iii) above, that such event constitutes Good Reason, and
               the Company thereafter fails to cure the event within thirty (30)
               days after receipt of such notice.

     h.  'Term' means the period commencing on the date of this Agreement and
         continuing for three years.

     i.  'Severance Compensation' means [two] [three] times Base Compensation.

2.   Accrued Compensation and Severance Benefits.

2.1  Involuntary Termination.  In the event within three (3) years following a
     Change in Control (i) the Executive's employment is terminated by the
     Company without Cause or (ii) the Executive terminates his or her own
     employment with the Company for Good Reason, and in each case the Executive
     does not receive an offer of employment for a Comparable Position with
     General Motors Corporation or its affiliates, the Executive shall be
     entitled to severance compensation and other benefits as set forth in
     Sections 2.2, 2.3 and 2.4 below.

2.2  Accrued Compensation.  The accrued compensation to which the Executive is
     entitled pursuant to Section 2.1 shall be as follows:

     a.  an amount equal to the Executive's unpaid annual base salary earned as
         of the date of termination;

     b.  an amount equal to the Executive's unpaid targeted annual bonus
         established for the fiscal period in which the Change in Control
         occurs, multiplied by a fraction, the numerator of which is the number
         of days elapsed in the current fiscal period to the date of
         termination, and the denominator of which is 365; and

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     c.  an amount equal to the Executive's unpaid targeted long term incentive
         plan payments under plans established up to and including the fiscal
         period in which the Change in Control occurs, multiplied by a fraction
         the numerator of which is the number of days elapsed from the beginning
         of the plan period to the date of termination, and the denominator of
         which is 1,095.

2.3  Amount of Severance Pay.

     a.  The amount of severance pay to which the Executive is entitled pursuant
         to Section 2.1 shall be equal to the Severance Compensation less any
         amounts paid or payable to the Executive under the Executive Retention
         Agreement, if any,  between the Company and Executive.  Payment shall
         be conditioned upon receipt of a written release by the Executive of
         any claims against the Company or its subsidiaries, except those
         arising under this Agreement or any other written plan or agreement,
         which shall be specifically noted in such release.  Payment shall be
         made within ten (10) days following receipt of an effective written
         release of any such claims.  Such Severance Compensation shall be in
         lieu of any other payments or benefits in the nature of severance pay
         or benefits to which the Executive has received or will receive from
         the Company or any of its affiliates (including without limitation,
         payments under the Hughes Electronics Employee Transition Plan or other
         severance pay plan, or any severance agreements between the Company and
         the Executive).  Any other arrangement providing severance benefits
         shall be deemed to be amended to eliminate any obligation for benefits
         to be provided thereunder.  If the Executive is entitled to any notice
         or payment in lieu of any notice of termination of employment required
         by Federal, state or local law, including but not limited to the Worker
         Adjustment and Retraining Notification Act, the Severance Compensation
         to which the Executive would otherwise be entitled under this Agreement
         shall be reduced by the amount of any such payment, in lieu of notice.

     b.  There shall be no duplication of severance benefits in any manner.  In
         this regard, the Executive shall not be entitled to Severance
         Compensation hereunder for more than one position with the Company and
         its affiliates.

     c.  The Executive's Severance Compensation under this Agreement shall not
         be reduced by the amount of any regular salary paid or payable by any
         employer of the Executive.  The Executive shall not be obligated to
         secure new employment (except to the extent that a Comparable Position
         is offered by General Motors Corporation or its affiliates), but shall
         be obligated to report promptly to the Company any actual employment
         obtained during the period for which employee benefits continue
         pursuant to Section 2.4.

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2.4  Other Benefits.

     a.  The Executive shall be entitled to participate on the same basis as
         active employees in the Company's group health, dental and life
         insurance plans, or the Company shall make available comparable
         benefits, (but not any other welfare benefit plans or any retirement
         plans, except as described below) for a period of [two] [three] years
         following a termination of employment described in Section 2.1, and
         provided that the coverage provided under this Agreement is subject to
         any limitations under the terms of any applicable contract with an
         insurance carrier or third party administrator, except such coverage
         shall expire if the Executive becomes eligible for coverage under a
         plan of another employer.  Nothing herein shall be deemed to restrict
         the right of the Company from amending or terminating any such plan in
         a manner generally applicable to similarly situated active employees of
         the Company and its affiliates, in which event the Executive shall be
         entitled to participate on the same basis (including payment of
         applicable contributions) as similarly situated active executives of
         the Company and its affiliates.

     b.  In determining the Executive's pension benefit under a Supplemental
         Executive Retirement Plan (the 'SERP'), the Executive shall be deemed
         to have satisfied the age and service requirements for the 'rule of 75'
         early retirement benefit, such that when the executive would have
         satisfied the 'rule of 75' if he continued with the Company, he shall
         be entitled to receive, between the Company qualified retirement plan
         and the SERP, his full accrued benefit under each such plan as of the
         date of his actual termination of employment, (the 'Aggregate Accrued
         Benefit'), without any actuarial reduction for early payment.  In
         addition, he shall be deemed eligible under the SERP for 'COLA'
         benefits with respect to his Aggregate Accrued Benefit, to be payable
         from the SERP.

     c.  The Executive shall be entitled to reimbursement for actual payments
         made for professional outplacement services, not to exceed $25,000.

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3.   Excise Taxes.

     a.  Anything in this Agreement to the contrary notwithstanding and except
         as set forth below, if it is determined that any payment or
         distribution by the Company to or for the benefit of Executive (whether
         paid or payable or distributed or distributable pursuant to the terms
         of this Agreement or otherwise, but determined without regard to any
         additional payments required under this Section 3) (a 'Payment') would
         be subject to the excise tax imposed by Section 4999 of the Code, or
         any interest or penalties are incurred by Executive with respect to
         such excise tax (such excise tax, together with any such interest and
         penalties, are hereinafter collectively referred to as the 'Excise
         Tax'), then Executive shall be entitled to receive an additional
         payment (a 'Gross-Up Payment') in an amount such that after payment by
         Executive of all taxes (including any interest or penalties imposed
         with respect to such taxes), including, without limitation, any income
         taxes (and any interest and penalties imposed with respect thereto) and
         Excise Tax imposed upon the Gross-Up Payment, Executive retains an
         amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
         Payments.  Notwithstanding the foregoing provisions of this paragraph
         'a', if it is determined that Executive is entitled to a Gross-Up
         Payment, but that Executive, after taking into account the Payments and
         the Gross-Up Payment, would not receive a net after-tax benefit of at
         least $50,000 (taking into account both income taxes and any Excise
         Tax) as compared to the net after-tax proceeds to Executive resulting
         from an elimination of the Gross-Up Payment and a reduction of the
         payments, in the aggregate, to an amount (the 'Reduced Amount') such
         that the receipt of Payments would not give rise to any Excise Tax then
         no Gross-Up Payment shall be made to Executive and the Payments, in the
         aggregate, shall be reduced to the Reduced Amount.

     b.  Subject to the provisions of paragraph 'a', all determinations required
         to be made under this Section 3, including whether and when a Gross-Up
         Payment is required and the amount of such Gross-Up Payment and the
         assumptions to be utilized in arriving at such determination, shall be
         made by a nationally recognized certified public accounting firm
         selected by the Company (the 'Accounting Firm') which shall be retained
         to provide detailed supporting calculations both to the Company and
         Executive within 15 business days of the receipt of notice from
         Executive that there has been a Payment, or such earlier time as is
         requested by the Company.  All fees and expenses of the Accounting Firm
         shall be borne solely by the Company.  Any Gross-Up Payment, as
         determined pursuant to this Section 3, shall be paid by the Company to
         Executive within five days of the receipt of the Accounting Firm's
         determination.  Any determination by the Accounting Firm shall be
         binding upon the Company and Executive.  As a result of the uncertainty
         in the application of Section 4999 of the Code at

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         the time of the initial determination by  the Accounting Firm
         hereunder, it is possible that Gross-Up Payments which will not have
         been made by the Company should have been made ('Underpayment'),
         consistent with the calculations required to be made hereunder.  If the
         Company exhausts its remedies pursuant to paragraph 'c' below and
         Executive thereafter is required to make a payment of any Excise Tax,
         the Accounting Firm shall determine the amount of the Underpayment that
         has occurred and any such Underpayment shall be promptly paid by the
         Company to or for the benefit of Executive.

     c.  Executive shall notify the Company in writing of any claim by the
         Internal Revenue Service that, if successful, would require the payment
         by the Company of the Gross-Up Payment.  Such notification shall be
         given as soon as practicable but no later than ten business days after
         Executive is informed in writing of such claim and shall apprise the
         Company of the nature of such claim and the date on which such claim is
         requested to be paid or appealed.  Executive shall not pay such claim
         prior to the expiration of the 30-day period following the date on
         which it gives such notice to the company (or such shorter period
         ending on the date that any payment of taxes with respect to such claim
         is due).  If the Company notifies Executive in writing prior to the
         expiration of such period that it desires to contest such claim,
         Executive shall:

         (a)  give the Company any information reasonably requested by the
              Company relating to such claim

         (b)  take such action in connection with contesting such claims as the
              Company shall reasonably request in writing from time to time,
              including, without limitation, accepting legal representation with
              respect to such claim by an attorney reasonably selected by the
              Company,

         (c)  cooperate with the Company in good faith in order to effective
              contest such claim, and

         (d)  permit the Company to participate in any proceedings relating to
              such claim;

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         provided, however, that the Company shall bear and pay directly all
         costs and expenses (including additional interest and penalties)
         incurred in connection with such contest and shall indemnify and hold
         Executive harmless, on an after-tax basis, for any Excise Tax or income
         tax (including interest and penalties with respect thereto) imposed as
         a result of such representation and payment of costs and expenses.
         Without limitation on the foregoing provisions of this paragraph 'c',
         the Company shall control all proceedings taken in connection with such
         contest and, at its sole option, may pursue or forgo any and all
         administrative appeals, proceedings, hearings and conferences with the
         taxing authority in respect of such claim and may, at its sole option,
         either direct Executive to pay the tax claimed and sue for a refund or
         to contest the claim in any permissible manner, and Executive agrees to
         prosecute such contest to a determination before any administrative
         tribunal, in a court of initial jurisdiction and in one or more
         appellate courts, as the Company shall determine; provided, however,
         that if the Company directs Executive to pay such claim and sue for a
         refund, the Company shall advance the amount of such payment to
         Executive, on an interest-free basis, and shall indemnify and hold
         Executive harmless, on an after-tax basis, from any Excise Tax or
         income tax (including interest or penalties with respect thereto)
         imposed with respect to such advance or with respect to any imputed
         income with respect to such advance; and further provided that any
         extension of the statute of limitations relating to payment of taxes
         for the taxable year of Executive with respect to which such contested
         amount is claimed to be due is limited solely to such contested amount.
         Furthermore, the Company's control of the contest shall be limited to
         issues with respect to which a Gross-Up Payment would be payable
         hereunder, and Executive shall be entitled to settle or contest, as the
         case may be, any other issue raised by the Internal Revenue Service or
         any other taxing authority.

     d.  If, after the receipt by Executive of an amount advanced by the Company
         pursuant to paragraph 'c' above, Executive becomes entitled to receive
         any refund with respect to such claim, Executive shall (subject to the
         Company's complying with the requirements of paragraph 'c' above)
         promptly pay to the Company the amount of such refund (together with
         any interest paid or credited thereon after taxes applicable thereto).
         If after the receipt by Executive of an amount advanced by the Company
         pursuant to paragraph 'c' above, a determination is made that Executive
         shall not be entitled to any refund with respect to such claim and the
         Company does not notify Executive in writing of its intent to contest
         such denial of refund prior to the expiration of 30 days after such
         determination, then such advance shall be forgiven and shall not be
         required to be repaid and the amount of such advance shall offset, to
         the extent thereof, the amount of Gross-Up Payment required to be paid.

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4.   Claims & Arbitration.

4.1  Arbitration of Claims.  After exhausting administrative remedies provided
     in applicable plans, if any, Executive shall settle by arbitration any
     dispute or controversy arising in connection with this Agreement, whether
     or not such dispute involves a plan subject to the Employee Retirement
     Income Security of 1974, as amended ('ERAS').  Such arbitration shall be
     conducted in accordance with the employment rules of the American
     Arbitration Association before a panel of three arbitrators sitting in Los
     Angeles, California.  The award of the arbitrators shall be final and non-
     applicable, and judgment may be entered on the award of the arbitrators in
     any court having proper jurisdiction.  All expenses of such arbitration
     shall be borne by the Company in accordance with Section 4.2 hereof.4.2
     Payment of Legal Fees and Costs.  The Company agrees to pay as incurred, to
     the full extent permitted by law, all legal fees and expenses which
     Executive may reasonably incur as a result of any contest (regardless of
     the outcome thereof) by the Company, Executive or others of the validity or
     enforceability of, or liability under, any provision of this Agreement of
     any guarantee of performance thereof (including as a result of any contest
     by Executive about the amount of payment pursuant to this Agreement), plus
     in each case interest on any delayed payment at the applicable federal rate
     provided for in Section 7872 (f) (2) (A) of the Code.

4.3  Agent for Service of Legal Process.  Service of legal process with respect
     to a claim under this Agreement shall be made upon the General Counsel of
     the Company.

5.   Tax Withholding.  All payments to the Executive under this Agreement will
     be subject to the withholding of all applicable employment and income
     taxes.

6.   Employment Rights.  This Agreement shall not confer upon the Executive any
     right to the continuation of employment with the Company.

7.   Severability.  In the event that any provision or portion of this Agreement
     shall be determined to be invalid or unenforceable for any reason, the
     remaining provisions of this Agreement shall be unaffected thereby and
     shall remain in full force and effect.

8.   Successors.  This Agreement shall be binding upon and inure to the benefit
     of the Company and any successor of the Company.  The Company will require
     any successor to all or substantially all of the business and/or assets of
     the Company to expressly assume and agree to perform this Agreement in the
     same manner and to the same extent that the Company would be required to
     perform if no succession had taken place.

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9.   Notices.  Any notice required under this Agreement shall be in writing and
     shall be delivered by certified mail return receipt requested to each of
     the parties as follows:

          To the Executive:  ________________________
                             ________________________
                             ________________________

          To the Company:  HE Holdings, Inc.
                           Corporate Secretary
                           7200 Hughes Terrace
                           Los Angeles, CA 90045

     or to such other address as either party shall have furnished to the other
     in writing in accordance herewith.

10.  Governing Law.  The provisions of this Agreement shall be construed in
     accordance of the laws of the state of California, to the extent not
     preempted by ERISA.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement
as of the date and year first above written.


                                    ________________________
                                    Executive


                                    HE Holdings, Inc.

                                    ________________________
                                    By:

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