The following table includes all GE stock-based holdings, as of February 9, 2001, of the Company’s directors and five most highly compensated executive officers. This table indicates the alignment of the named individuals’ financial interests with the interests of the Company’s share owners because the value of their total GE holdings will increase or decrease in line with the price of GE’s stock.

Notes:
¹ This column lists voting securities, including restricted stock held by executive officers over which the officers have voting power but no investment power. Otherwise, each director or officer has sole voting and investment power over the shares reported, except as noted. This column includes 27,000 shares for Dr. Cash, 105,000 shares for Mr. Cathcart, 2,398,500 shares for Mr. Fresco, 4,500 shares for Ms. Fudge, 117,000 shares for Messrs. Gonzalez and Warner, 13,500 shares for Ms. Jung, 4,500 shares for Mr. Langone and Mr. McNealy, 99,000 shares for Mrs. Michelson, 45,000 shares for Mr. Nunn, 49,500 shares for Mr. Penske, 135,000 shares for Dr. Rhodes, and 63,000 shares for Mr. Sigler that may be acquired by them pursuant to stock options that are or will become exercisable within 60 days. It also includes 709,999 shares for Mr. Dammerman, 937,500 shares for Mr. Heineman, 579,000 shares for Mr. Immelt, 6,675,000 shares for Mr. Welch and 1,335,000 shares for Mr. Wright that may be acquired by them pursuant to stock options that are or will be exercisable within 60 days. No director or executive officer owns more than one-tenth of one percent of the total outstanding shares, nor do all directors and executive officers as a group own more than one percent of the total outstanding shares.
² This column shows the individual’s total GE stock-based holdings, including the voting securities shown in the “Stock” column (as described in note 1), plus non-voting interests, including, as appropriate, the individual’s holdings of stock appreciation rights, restricted stock units, deferred compensation accounted for as units of GE stock, and stock options that will not become exercisable within 60 days.
³ Includes 32,640 shares over which Mr. Cathcart has shared voting and investment power.
⁴ Includes 7,800 shares over which Mrs. Michelson shares voting and investment power.
⁵ Includes 3,600 shares over which Mr. Warner has shared voting and investment power
but as to which he disclaims any other beneficial interest.
⁶ Includes 429,600 shares over which Mr. Welch has shared voting and investment power
but as to which he disclaims any other beneficial interest.
⁷ Includes 3,031,926 shares over which there are shared voting and investment powers.

The Board of Directors held ten meetings during 2000. The average attendance by directors at Board meetings, and Committee meetings they were scheduled to attend, was over 90%.

Among the committees of the Board of Directors are a Nominating Committee, a Management Development and Compensation Committee, and an Audit Committee.

Members of the Nominating Committee are Directors Sigler (Chairman), Cathcart, Jung, Michelson, Penske and Warner. This committee’s responsibilities include the selection of potential candidates for director and the recommendation of candidates to the Board. It also makes recommendations to the Board concerning the structure and membership of the other Board Committees. The Nominating Committee held three meetings during 2000. This committee will consider share owner recommendations for director sent to the Nominating Committee, c/o Benjamin W. Heineman, Jr., Secretary, General Electric Company, Fairfield, CT 06431.

Members of the Management Development and Compensation Committee are Directors Cathcart (Chairman), Gonzalez, Langone, Michelson, Nunn, Penske, Rhodes and Sigler. This committee has two primary responsibilities: (1) to monitor the Company’s management resources, structure, succession planning, development and selection process as well as the performance of key executives; and (2) to review and approve executive compensation and changes. It also serves as the committee administering the GE 1990 Long-Term Incentive Plan and the Incentive Compensation Plan. This committee met eleven times during 2000.

Members of the Audit Committee are Directors Michelson (Chairman), Cathcart, Fudge, Gonzalez, Penske, Rhodes, Sigler and Warner. This committee is primarily concerned with the effectiveness of the audits of GE by its internal audit staff and by the independent auditors. Its duties include: (1) recommending the selection of independent auditors; (2) reviewing the scope of the audit to be conducted by them, as well as the results of their audit; (3) reviewing the organization and scope of GE’s internal system of audit and financial controls; (4) appraising GE’s financial reporting activities (including its Proxy Statement and Annual Report) and the accounting standards and principles followed; and (5) examining other reviews relating to compliance by employees with important GE policies and applicable laws. There were five meetings of the Audit Committee during 2000.

Non-employee directors are paid an annual retainer of $75,000 plus a fee of $2,000 for each Board meeting and for each Board Committee meeting attended. Half of any portion of the annual retainer that a director has not elected to defer is paid in GE common stock. A director may make an irrevocable election each year to defer all or a portion of annual retainer and fees. At the director’s option, his or her account is credited with units accounted for as GE common stock or the dollar amount of the deferral. Accounts are also credited with common stock dividend equivalents or interest equivalents based on the yield for long-term U.S. government bonds. Participants will receive payments from their account in cash or GE stock, in either a lump sum or annual installments, after termination of Board service. Non-employee directors are also paid a travel allowance for attendance at Board meetings.

Last year, the Board of Directors replaced the non-employee directors retirement program with a contingent stock unit award for directors who join the Board after the 2001 Annual Meeting. All non-employee directors elected to the Board at the 2001 Annual Meeting, who retire directly from the Board at age 65 or older after at least five years of service, will continue to be eligible to elect to receive: (1) an annual retirement benefit for the lives of the director and eligible surviving spouse in the amount of the retainer fee in effect at retirement; or (2) in lieu thereof, a life insurance benefit in the amount of $450,000. All non-employee directors who are initially elected to the Board after the 2001 Annual Meeting will receive a one-time contingent award of 5,000 GE stock units, to be accounted for as GE common stock including dividends, payable only if the director retires from the Board at age 65 or older and after at least five years of service on the Board. GE also provides each non-employee director with group life and accidental death insurance in the aggregate amount of $150,000. To assist in the promotion of its recently-introduced Bellataire™ diamonds, the Company also permits directors to obtain such diamonds at the Company’s incremental cost, for the personal use of the director or his or her spouse. Any director obtaining a diamond would be personally responsible for paying income tax based upon the difference between the diamond’s incremental cost and fair market value. The following directors purchased such items under the program at the prices indicated: Mr. Cathcart ($25,565), Dr. Cash ($90,887), Mr. Dammerman ($106,824), Mr. Fresco ($173,258), Ms. Fudge ($92,190), Mr. Langone ($409,980) and Mr. McNealy ($76,891). The non-employee directors are not eligible to participate in GE’s Incentive Compensation Plan, employee stock option plans or in any pension plans of GE or its subsidiaries.

It is the Board’s policy that directors should not stand for re-election after their 73rd birthday. The Board has temporarily waived that policy to permit increased leadership continuity for the Company during the CEO transition process, and at Mr. Welch's request, Mr. Cathcart, Mrs. Michelson and Dr. Rhodes have agreed to serve one additional term to assist in that transition.

GE has provided liability insurance for its directors and officers since 1968. Zurich Insurance Company and Executive Risk Speciality Insurance Company are the principal underwriters of the current coverage, which extends until June 11, 2002. The annual cost of this coverage is approximately $5.8 million.

As part of the Company’s overall support for charitable institutions, and in order to preserve its ability to attract directors with outstanding experience and ability, the Company maintains a plan which permits each director to recommend up to five charitable organizations that would share in a $1 million contribution to be made by the Company upon the director’s retirement or death. The directors will not receive any financial benefit from this program since the charitable deductions accrue solely to the Company. The overall program will not result in a material cost to the Company.

To further align the non-employee directors’ interests with the long-term interests of the share owners, the share owners approved the 1996 Stock Option Plan for Non-Employee Directors, which automatically provides yearly grants of options from 1997 through 2003 (with each grant becoming exercisable in four equal annual installments) to each non-employee director who is serving on the Board at the time of such grant. Each annual grant permits the holder to purchase from GE up to 18,000 shares of GE’s common stock at the fair market value of such shares on the date the option was granted. Under the terms of the Plan, grants were made on January 31, 2000, at an exercise price of $44.50 per share, and on January 31, 2001, at an exercise price of $46.00 per share, and annual grants will be made on the last day of trading of GE stock in each January hereafter through the year 2003. The options expire ten years after the date they were granted or at such earlier date as may be provided by the Plan provisions upon retirement, disability, death or other termination of service. The Plan is administered by a committee of employee directors, none of whom is eligible to receive awards under the Plan.

The directors who were serving on the board in 1991 and certain officers are defendants in a civil suit purportedly brought on behalf of the Company as a share owner derivative action (the McNeil action) in New York State Supreme Court, New York County, in 1991. The suit alleges the Company was negligent and engaged in fraud in connection with the design and construction of containment systems for nuclear power plants and contends that, as a result, GE has incurred significant financial liabilities and is potentially exposed to additional liabilities from claims brought by the Company’s customers. The suit alleges breach of fiduciary duty by the directors and seeks unspecified compensatory damages and other relief. The Company and the defendants believe these claims are without merit and are defending the suit.

Mr. Penske has an indirect financial interest in Penske Truck Leasing Co., L.P., a limited partnership formed in 1988 between a subsidiary of Penske Corporation and a subsidiary of GE Capital Corporation (GE Capital) in order to operate a truck leasing and rental business. In connection with a 1996 restructuring that increased GE Capital’s interest in the partnership from 50% to 79%, the Penske Corporation subsidiary will receive annual payments, declining from $11.3 million to $9.3 million over a ten-year period, with the majority of such payments contingent upon the partnership achieving certain revenue thresholds. GE Capital has also extended acquisition and working capital loans and guarantees to the partnership, which totaled about $3.6 billion at the end of 2000, all on terms substantially equivalent to those extended to similar affiliates and joint ventures. Mr. Penske also has a direct financial interest in and controls Penske Capital Partners, LLC, which in 1997 entered into an investment agreement with GE Capital’s Equity Capital Group and other investors. The agreement permitted GE Capital to invest up to $100 million of equity in transactions involving selected transportation-related companies in return for its agreement to pay Penske Capital Partners an annual fee of up to $1.5 million for evaluating and, as appropriate, managing such investments. GE Capital also agreed that, after it recovered its investments and received a preferred return on any such investments, Penske Capital Partners would then receive a 20% interest in the remaining profits from the GE Capital investments.

GE has, for a number of years, used the services of the law firm of King & Spalding, in which Mr. Nunn is a partner, for a variety of matters. Also, GE and its subsidiaries have obtained investment banking and other financial services from J.P. Morgan Chase & Co., of which Mr. Warner is Chairman of the Board, and from certain of its subsidiaries and predecessors. Similarly, GE has obtained brokerage services and GE and its subsidiaries have participated in investments with Invemed Associates, LLC, of which Mr. Langone is Chairman, President and Chief Executive Officer and in which he holds a controlling ownership interest. For several years, GE and its subsidiaries have purchased computer equipment and related services from Sun Microsystems, Inc. In 2000, GE Capital’s Information Technology Solutions business, a Sun distributor and value-added reseller, purchased over $2.9 billion of Sun products and services for resale. GE Capital also has a five-year global vendor financing agreement with Sun under which GE Capital offers to provide loan and lease financing to Sun’s customers. Mr. McNealy is Chairman of the Board and Chief Executive Officer of Sun. GE and its subsidiaries also have purchase, lease, finance, insurance and other transactions and relationships in the normal course of business with companies and organizations with which GE directors are associated, but which are not sufficiently significant to be reportable. Management believes that all of these transactions and relationships during 2000 were on terms that were reasonable and competitive. Additional transactions and relationships of this nature may be expected to take place in the ordinary course of business in the future.