Non-Employee Director Fee Plan

Non-Employee Director Fee Plan - General Electric Co.(Nov 02, 1998)

                         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.