• Share Owner Proposal No. 6

Charles E. Collins and Patricia M. Brennan, 35 Hampstead Road, Jamaica Plain, MA 02130 have notified GE that they intend to submit the following proposal at this year’s meeting:

“To enhance shareholder value General Electric shareholders recommend increased director independence. This proposal recommends a majority of directors on the full board be independent, for instance, a 60% majority.

The standard of independence is the standard in the Council of Institutional Investors Bill of Rights: ‘A director is deemed independent if his or her only non-trivial professional, familial or financial connection to the corporation or its CEO is his or her directorship.’

“This proposal should be implemented as quickly as possible as openings occur on the board. The independent directors alone would decide whether implementation is proceeding as quickly as possible. Also, require that any future action on this topic be put to shareholder vote – as a separate proposal.

“GE has a blatant lack of independent directors. The majority of the board is made up of current employees; former employees; directors who collect legal or service fees from GE; and a director who controls a company that has major business transactions with GE. According to the Investor Responsibility Research Center (IRRC), 63% of the full Board is not independent. 'At least two-thirds of a corporation’s directors should be independent,' according to the Council of Institutional Investors. Institutional shareholders own a majority of GE stock.

“Furthermore: 60% of the Nominating Committee is not independent; 40% of the Audit Committee is not independent; and 20% of the Compensation Committee is not independent. ‘All members of these committees should be independent,’ according to the Council of Institutional Investors. Institutional Shareholder Services also recommends that these 3 key committees be 100% independent. ISS said independent directors include only outside independent directors.

“Proposals to increase director independence won a substantial 24% overall vote at 14 major companies in 2000 (Source: Investor Responsibility Research Center).

“1) The independence of directors is of greater importance at GE since: a director pension plan arguably compromises the independence of GE directors.

“The company has steadfastly opposed 4 Shareholder Proposals since 1996 to limit director pensions. Meanwhile director pensions have dropped drastically to only 8% of the largest 200 U.S. companies. Large companies like GE appear to increasingly agree with shareholders who object to director pensions. Director pensions can align directors with management rather than with the interests of shareholders.

“2) The independence of directors is of greater importance at GE since 3 of the 6 independent directors, on a board of 16, have long tenure which can impact their independence: Ms. Michelson, 25 years; Mr. Rhodes, 17 years; and Mr. Sigler, 17 years.

“What incentive is there for good corporate governance – highlighted by increased director independence? A new survey by McKinsey & Co., international management consultant, shows that institutional investors are prepared to pay an 18% premium for good corporate governance. McKinsey warns that companies that fail to reform will find themselves at a competitive disadvantage in attracting capital to finance growth. Wall Street Journal, June 19, 2000. McKinsey & Co. defines independent directors as outside directors that are truly independent with no management ties.

“To enhance shareholder value, vote YES for: the majority of directors to be independent. YES on 6.”

Your Board of Directors recommends a vote AGAINST this proposal.

Although your Board agrees that it is important for a majority of directors to be outside directors who are not employees of the Company, it also believes that the definition of independence set forth in this proposal is too narrow. GE's size and diversity make it inevitable that many of the most experienced and most qualified director candidates will have professional or business relationships that involve the Company in some way. By requiring that a majority of the Board meet an unduly restrictive definition, the proposal would deprive the share owners of the services of some of the best-qualified director candidates. Your Board does not believe it is in the best interests of the share owners to adopt the definition or limitation set forth in this proposal and therefore recommends a vote against the proposal.