Amend: Fitch Ratings Places GMAC & ResCap on Rating Watch Evolving.

NEW YORK -- (This is an amended version of a press release issued earlier today, with revised information in the third paragraph.)

Fitch Ratings has placed the ratings of General Motors Acceptance Corporation (GMAC) and Residential Capital Corporation (ResCap) on Rating Watch Evolving. The ratings of GM are not affected by this action. A detailed list of affected rating actions follows at the end of this release. This action affects approximately $120 billion of unsecured long-term and short-term debt of GMAC and ResCap. Rating Watch Evolving indicates that ratings could be raised, lowered, or maintained at current levels.

The placement of GMAC and ResCap on Rating Watch Evolving follows General Motors Corp.'s (GM) announcement that it is considering a range of options, including selling a controlling stake in GMAC, and potential actions to preserve the investment grade ratings of ResCap. GM is pursuing such options in order to provide GMAC with financial flexibility, namely in the form of improved access to cost effective financing. From a ratings perspective, a majority sale of GMAC would allow Fitch to separate the ratings of GMAC from GM.

Importantly, any sale of more than 20% of GMAC would remove the company from the GM 'control' group, and therefore GMAC would not be subject to liens by the Pension Benefit Guaranty Corp. In addition to selling a controlling interest in GMAC, Fitch expects further changes in the relationship between GM and GMAC, such as a more formalized operating agreement. An important consideration in any sale transaction is preserving the mutually beneficial relationship between GM and GMAC. At June 30, 2005, approximately 49% of GMAC's net revenues were related to GM, while GMAC provided financing for 40% of GM retail sales and 80% of dealer wholesale financing.

Fitch believes any such transaction presents unique challenges. For example, given GMAC's balance sheet size, $309 billion of assets at June 30, 2005, a single purchaser of 51% may not have balance sheet capacity to fully consolidate GMAC. In addition, many strategic buyers potentially have inherent conflicts of interests in that they may have competing financing businesses, such as residential mortgage. Lastly, a transaction must suit the needs of GM, which will continue to have a sizable equity interest in GMAC. For these reasons, Fitch believes that a partial sale comes with a number of complexities. Nonetheless, while the form, timing, and success of any outside equity interest can not be determined at this point, Fitch believes that the status quo is untenable if GM seeks to restore GMAC's cost-effective access to liquidity, and some action or combination of actions is likely to occur. Moreover, Fitch believes that GM will pursue a transaction with some urgency if for no other reason to maintain GMAC's franchise value.

In resolving the Rating Watch, Fitch will evaluate the following:

--Progress and likely success towards bringing in outside equity. Fitch does not have a defined time limit under which a transaction must be accomplished, but rather will emphasize the progress towards achieving some separation. During the watch period, Fitch will consider whether GMAC's ratings move in tandem with GM's;

--The form and amount of any sale. In terms of equity interest, Fitch will weigh the form of outside equity, such as strategic purchaser, joint venture, initial public offering, or some combination thereof. This would include the influence and rating of a strategic purchaser on GMAC. The amount of outside equity will also have a bearing of Fitch's rating decision. An amount less than 51%, could result in Fitch continuing to link the ratings of GM and GMAC, however, outside equity above 20% may allow for greater notching between the companies;

--A stand-alone credit rating of GMAC, incorporating its long-term and on-going relationship with GM. This will also include a review of the notching for ResCap and any potential structural changes to ResCap. Fitch believes that GMAC could possess a stand-alone investment grade rating;

--The degree to which to effective control of GMAC is transferred to third party investors. This would also include any potential changes in business strategy and financial management;

--A review of any operating agreement between GM and GMAC.

Fitch has placed the following ratings on Rating Watch Evolving:

General Motors Acceptance Corp.

GMAC International Finance B.V.

GMAC Bank GmbH

General Motors Acceptance Corp., Australia

General Motors Acceptance Corp. of Canada Ltd.

General Motors Acceptance Corp. (N.Z.) Ltd.

--Senior debt 'BB'.

General Motors Acceptance Corp.

GMAC International Finance B.V.

GMAC Bank GmbH

GMAC Australia Finance

General Motors Acceptance Corp. (U.K.) Plc.

General Motors Acceptance Corp. Australia

General Motors Acceptance Corp. of Canada Ltd.

General Motors Acceptance Corp. (N.Z.) Ltd.

--Short-term 'B'.

Residential Capital Corp.

--Senior debt 'BBB-';

--Short-term 'F3'.

GMAC Bank

--Long-term deposits 'BBB';

--Senior debt 'BBB-';

--Short-term deposits 'F3'.

Fitch also affirms the following ratings:

GMAC Bank

--Individual 'B/C'

Additionally, Fitch downgrades the following rating and places it on Rating Watch Evolving:

GMAC Bank

--Support to '3' from '2'

Ratings assigned:

GMAC Bank

--Short-term deposits 'F3'.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.