NON-EMPLOYEE DIRECTOR FEE PLAN
(Formerly the Deferred Compensation Plan For Directors)
(As Amended through November 2, 1998)
I. NON-EMPLOYEE DIRECTOR FEES
A. ESTABLISHMENT AND PAYMENT OF FEES
1. The annual retainer and meeting fees payable to Non-Employee
Directors of the Company (hereafter 'Directors') shall be
established from time-to-time by the Board of Directors.
2. The annual retainer fee shall be payable in quarterly
installments, with each installment payable on the last business
day of the calendar quarter to which it applies, or on such
earlier date as is necessary to enable the Company to efficiently
administer the payment of such fees. Quarterly payments shall be
pro rated if Board service commences or terminates during a
calendar quarter. Meeting fees shall be payable upon attendance
at meetings.
B. PAYMENT IN STOCK.
One-half of any portion of the annual retainer fee payable on or after
October 1, 1998, that is not deferred by a Director pursuant to the
provisions of Section II of this Plan, shall be payable in GE common
stock.
II. DEFERRAL OF NON-EMPLOYEE DIRECTOR FEES
A. INTRODUCTION
Directors, on an individual election basis, may defer all or part of
the fees received as a Director of the Company until such time as
service on the Board terminates.
B. PURPOSE OF DEFERRAL ELECTION
To provide Directors with flexibility in the planning of their
personal financial resources.
C. MANNER OF DEFERRAL OF FEES
1. At, or prior to, each election to the Board, and prior to the
right to receive any Board fees for the elected term, a Director
may elect to defer all or a specified portion of the annual
retainer and the meeting fees to be paid for attendance at Board
and assigned Committee meetings.
2. An election to defer fees will be irrevocable for the Director's
elected term to the Board of Directors.
3. The deferred fees will be credited to the Director's deferred
fees account as of the date it would otherwise have been payable
(the 'Deferral Date').
4. Deferral of fees shall have no effect on any fee-related benefits
received by a Director.
D. MANNER OF INVESTMENT
For each term of election to the Board of Directors for which a
Director elects to defer fees, the Director must also irrevocably
elect the manner in which such deferred fees shall be accounted for,
as described below, and all fees deferred pursuant to such election
shall be accounted for in such manner until fully paid out.
1. As Units Based on GE Stock Value
The Director's account will be credited with the hypothetical
number of stock units ('Units'), calculated to the nearest
thousandths of a Unit, determined by dividing the amount of fees
deferred on the Deferral Date by the average of the closing
market price of the Company's common stock as reported on the
Consolidated Tape of the New York Stock Exchange listed shares
for the 20 trading days immediately preceding and including such
date. The Director's account will also be credited with the
number of Units determined by multiplying the number of Units in
the Director's account by any cash dividends declared by the
Company on its common stock and dividing the product by the
closing market price of the Company's common stock as reported on
the Consolidated Tape of the New York Stock Exchange listed
shares on the related dividend record date, and also by
multiplying the number of Units in the Director's account by any
stock dividends declared by the Company on its common stock.
2. As Cash Units With Interest
The Director's account (a) will be credited with the amount of
fees deferred on the Deferral Date, and (b) will be credited
quarterly on the Company Dividend Record Date with interest
equivalents based upon the consecutive prior calendar quarter's
average quarterly yield for U.S. Treasury notes and bonds with
maturities of from ten to thirty years, as published by an
official agency to be determined by the Senior Vice
President-Finance and utilized on a consistent year-to-year
basis.
E. RECAPITALIZATION
If, as a result of a recapitalization of the Company (including stock
splits), the Company's outstanding shares of common stock shall be
changed into a greater or smaller number of shares, the number of
Units credited to a Director's account shall be appropriately adjusted
on the same basis.
F. PAYMENT OF DEFERRED FEES
Payment of a Director's deferred fees account may only be made after
the Director's service on the Board has terminated and, except as
described below, will be made in ten (10) annual installments in cash,
beginning on the 15th of July (or as soon thereafter as practicable)
following termination of Board service.
1. Termination Of Service For Reasons Other Than Retirement or
Disability.
Notwithstanding any prior elections, if a Director's service on
the Board terminates for reasons other than retirement or
disability, or terminates as a result of the Director's death
before the Director has attained the age and Board service needed
to qualify for retirement, the Director's total deferred fees
account will be paid in a lump sum six months after the date of
termination.
2. Termination Of Service For Retirement or Disability.
a. Director Payout Elections.
(i). Initial Payout Elections. At the time of each election
to defer Board fees, a Director may elect to have: (a) the
deferred fees account covered by the election paid in less
than ten (10) annual installments; and (b) the initial
installment be paid on the 15th of July (or as soon
thereafter as practical) which either immediately follows
the Director's termination of Board service, or which
immediately follows the Director's 73rd birthday.
(ii). Survivor Payout Elections. In the event of a
Director's death prior to receiving all entitled deferred
payments, the value of the Director's account on the date of
the Director's death shall be determined and paid to the
beneficiary(s) designated by the Director (or, failing such
designation, to the Director's estate) in accordance with
the installment schedule previously selected by the
Director, unless the Director has elected to have the
remaining payments made in a single lump sum, in which case
a lump sum payment will be made to the designated
beneficiaries or the Director's estate as soon as
practicable after the Director's death.
(iii). Form of Payment Elections. A Director, former
Director, or deceased Director's beneficiary or legal
representative may elect at anytime to have any or all
payouts, or remaining payouts, of the Director's deferred
fee account paid out in cash or in shares of GE common
stock.
(iv). Revised Payout Elections. At any time before the end
of the calendar year prior to termination of Board service,
a Director may revise and supersede any or all of his or her
previous elections with respect to any or all of the payout
alternatives set forth in this subsection F(2)(a).
b. Determination of Amount of Cash Installment Payments.
(i). The amount of the first cash installment payment shall
be a fraction of the Cash and/or Units in the Director's
account on the date of the initial installment payment, the
numerator of which is one and the denominator of which is
the total number of installments elected. Each subsequent
installment shall be calculated in the same manner as of
each subsequent first of July except that the denominator
shall be reduced by the number of installments which have
been previously paid.
(ii). The amount of cash payable for deferred fees accounted
for as Units based on GE common stock value will be paid, as
described above, based on the number of Units in the
Director's account on the payment date multiplied by the
average of the closing market price of the Company's common
stock as reported on the Consolidated Tape of New York Stock
Exchange listed shares for the 20 trading days immediately
preceding such date.
c. Determination of Amount of Installment Payments In Shares of
Common Stock.
(i). The amount of the first installment payment payable in
shares of GE common stock shall be a fraction of the value
of the Cash and/or Units in the Director's account on the
date of the initial installment payment, the numerator of
which is one and the denominator of which is the total
number of installments elected. Each subsequent installment
shall be calculated in the same manner as of each subsequent
first of July except that the denominator shall be reduced
by the number of installments which have been previously
paid.
(ii). If a payout to be made in shares of GE common stock is
based on deferred fees accounted for as Cash, the number of
shares payable shall be determined by dividing the amount of
cash that would otherwise be payable by the average of the
closing market price of the Company's common stock as
reported on the Consolidated Tape of New York Stock Exchange
listed shares for the 20 trading days immediately preceding
such payment date.
(iii). Except for the final installment payment, only whole
shares shall be payable, and the value of any fractional
share payable shall be retained in the Director's deferred
fee account until the final installment payment, at which
time the value of any fractional share payable shall be paid
in cash, based on the fractional share multiplied by the
average of the closing market price of the Company's common
stock as reported on the Consolidated Tape of New York Stock
Exchange listed shares for the 20 trading days immediately
preceding such date.
G. ASSIGNABILITY
No right to receive payment of deferred fees shall be transferable or
assignable by a participant except by will or laws of descent and
distribution.
H. AMENDMENT OF THE PLAN
This Plan may be amended, suspended or terminated at any time by the
Board of Directors of General Electric Company. However, no amendment,
suspension or termination of the Plan may, without the consent of a
participant, alter or impair any of the rights previously granted
under the Plan.
I. EFFECTIVE DATE
The effective date for implementation of this Plan shall be the first
of the month following its approval by the Board of Directors.
J. DEFINITIONS
For purposes of the Plan, unless the context otherwise indicates, the
following definitions shall be applicable:
'Elected term' -- the period of time from election to the Board
to the next Statutory Meeting of the Shareowners.
'Retirement' -- termination of Board service at age 65 or older
with at least five years of Board service.
ORIGINAL - 6/15/79
AMENDED 3/5/81, 6/26/87, 9/18/87, 5/25/90, 12/19/97, 11/2/98
Non-Employee Director Fee Plan - General Electric Co.
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