05/15/2006 General Motors Corporation Non-Management Challengers PROXY STATEMENT GM is in undisputed decline. Many plans are presented,Few have results. The current GM Board of Directors failed to hold GM management accountable. The only way for stockholders to make necessary course corrections is to replace the current Directors. Vote for the Renaissance Board that John Lauve has nominated. This will "Return GM to Greatness". The GM stockholders paid for the mistakes of Mr. Wagoner's Board, by the Loss of Stockholder Value. 1. Dividends cut by 50% 2. Valuable assets were sold, with no stockholder compensation (GMAC was sold at a value of $24.77 per share). This statement is made to solicit proxies for non-management Challengers to replace the incumbent board). TABLE OF CONTENTS Proxy Statement Cover The Plan - "Return to Greatness" page 1 Annual Meeting page 2 Voting Contact Information Item No. 1 Challenger Director Nominees Information Stock ownership of director nominees Certain relationships Item No. 2 - Auditors Item Nos. 3 thought 8 - Stock Holder Proposals THE PLAN -- "RETURN TO GREATNESS" 1. Management Shake Up, " Bring in Fresh Vision" -After 4 Years of Mr. Wagoner and Mr. Lutz , GM now has huge losses 2. Product Improvement Eliminate customer dissatisfies (such as inaccurate gas gauges, Dysfunctional cup holders, twisted seat belts, etc.) Stop wasting money on low volume cars and improve high volume products .. 3. Saturn Image -Define as the mileage champion with diesels, E-85 (green gas) & electrics 4. Standard Parts -Commonize more parts and stop "copycat" cars like the Cadillac CTS and STS, These cars look exactly alike yet, don't even share door handles. 5.Quality, "Learn from Past Mistakes" -Do not continue known mistakes from the past (example: pickup tailgate Straps, where the replacement part fails too). -Our Director, John Lauve, championed meaningful Quality Control at Cadillac Division. 6. Sales GM management lacks real world car sales knowledge and experience. Our Director, Jim Dollinger, is a top Buick salesman and can Institutionalize his insight and knowledge for greater sales. Visit his website at Generalwatch.com to view his thoughts about GM 7. Health Care Promote a GM Health Care Management system like John Deere and Pfizer. Our Director, Dr. Woodward, will implement system reform as opposed to the recent changes that just "sends the bill to workers". 8. Accounting Accountability and Cost Control Implement stringent Activity Based Costing procedures to understand all facets that affect cost. Our Director, Mr. Walde is a banker and Director Mr. Parks has extensive knowledge of value analysis and product cost drivers. ANNUAL MEETING The meeting site is remote from its Corporate Office in Detroit. This discourages access by having it in Wilmington, Delaware (9:00 a.m. Tuesday, June 6, 2006 per GM notice). Last year, after Web casting the Chairman's opening statement, GM cut off coverage of the "business" items that were the official meeting purpose. Interested people were denied learning important information discussed and not covered by the news. Web casting should be an SEC openness requirement. VOTING There are three categories of voting 1. Registered Owners- Approximately 20% of stock owners have stock certificates at home or held by the Corporation (Computershare) 2. GM Employee Plans-Approximately 16% of stock. Note: Salaried employees, who fail to vote, automatically have their stock voted for the Management Directors. (These two plans vote through Computer share envelopes) To vote for the challengers, check "withhold" on the Directors. Then turn over and cross off the three names: Wagoner, Hendrix, and Lutz. Replace with the name John Lauve, written in black ink in above the crossed out names. 3. Stock Broker Clients Since the broker technically owns the stock, they must be told to vote their proxy to John Lauve. Note: Client stockholders, who fail to vote, automatically have their stock voted for the Management Directors. This is a complicated process. Note: Four of GM's Directors are on the boards of these companies (Morgan Stanley, Goldman Sachs,Merrill Lynch, and Deutsche Bank). Contact Information Information will be available on the SEC EDGAR filing system under General Motors Corp on the website at: www.sec.gov/archives/edgar/data Contacts will be made by person, electronic, or document distribution. Contact info: John Lauve 200 N. Saginaw Holly,Mi 48442 313-492-0579 Item No. 1 Election of Directors In accordance with GM by-laws, John Lauve has nominated the following Challengers for the Board of Directors. Challenger Director Nominees Information John Chevedden Age 60 Business Analyst Education: University of San Francisco B.S. Pepperdine University MBA Drives: Nissan James Dollinger Age 47 Automobile Sales Mgr. Real Estate Broker Education: Bucknell University B.S. (Business Administration) (#1 Buick Retail Salesman in the USA 6 times. Founder of Generalwatch.com, a website so that owners of GM can talk to each other.) Drives: Buick Rendezvous Dean Fitzpatrick Age 55 Owner of Fritz-Rite Machine Products Education: Lawrence Tech (Engineering and Industrial Management) Drives: Buick Park Avenue (with 200,000 miles) and two Corvettes Lucy Kessler Age 57 Real Estate Broker Executive Auto Leasing Business Liberty Race Horse Farm Education: Mt. Vernon College, Washington D. C. Drives: Mercedes Diesel John Lauve Age 65 Real Estate Investor Education: University of Michigan B.S. (Aerospace Engineering) Viet Nam Army helicopter pilot GM employee (30 yrs) Quality, Sales, and Purchasing Candidate for Governor of Michigan (Father was Creative Director for GM Styling under Harley Earl.) Drives: Chevy S-110 Pickup 100,000 miles) Louis Lauve III Age 71 Army Intelligence Analyst Education: Georgetown University B.S. Foreign Service,M.A.Soviet Studies Fluent in Russian and German. Two tours in Viet Nam) Drives: Subaru Steve Mahac Age 59 Owner, Screen Print Education: Lawrence Tech. B.S. (Mechanical Engineer) 23 yrs. Automotive Plant Engineering Drives: Mercedes Diesel, Ford F-350 Pickup Erik Nielsen Age 60 Architect Education: UCLA - BA in Theatre Arts Frank Lloyd Wright - Taliesin school Drives:Volkswagen Beetle, Ferrari Larry Parks Age 63 GM Retiree Mfg. Product Education: General Motors Institute B.S. (Mechanical Engineering) (Worked in London, England for GM. Also worked for Ford. Expert in Value analysis) Drives: Chevy Impala Danny Taylor Age 52 President, Taylor Industries Building Contractor Drives: GMC Sierra Pickup William Walde Age 66 Real Estate Investor Education: South East University, Washington, DC BS (Business Administration) Drives: Mercedes (S-Class, CLK, SL, E) William Woodward, M.D. Age 66 Physician Education: Princeton BA (Biology) John Hopkins MD (Former Medical Director, McCormick Corp. Training instructor at Medical Advisory System) Drives: BMW STOCK OWNERSHIP OF DIRECTOR NOMINEES Chevedden 50 Dollinger 5 Fitzpatrick 1 Kessler 200 Lauve, J. 20 Lauve, L. 44 Mahac 10 Nielsen 1 Parks 113 Walde 100 CERTAIN RELATIONSHIPS John Lauve is cousin to L. Lauve, Walde and Woodward. He has a $114,000 GMAC Mortgage Item No. 2 Auditors - Vote against Deloitte Touche Due to accounting problems, multiple re-statements and SEC Investigations, a NO vote is appropriate. Delphi also had Deloitte as their auditor before GM separation until Bankruptcy. Delphi has since replaced Deloitte with Ernst and Young. G. M. Director Laskawy, was employed by Ernst and Young. Items Nos. 3 through 8 proposals are covered in the stock holder paid proxy book.