GE Annual Report

Board of Directors

(As of February 9, 1996)


H. Brewster Atwater, Jr.

Retired Chairman of the Board, Chief Executive Officer and Director, General Mills Inc., consumer foods and restaurants, Minneapolis, Minn. Director since 1989.

D. Wayne Calloway

Chairman of the Board, Chief Executive Officer and Director, PepsiCo, Inc., beverages, snack foods and restaurants, Purchase, N.Y. Director since 1991.




Silas S.
Cathcart

Director and retired Chairman of the Board, Illinois Tool Works, Inc., diversified products, Chicago, Ill. Director 1972-1987 and since 1990.



Dennis D.
Dammerman

Senior Vice President,
Finance, and Chief Financial Officer, General Electric Company. Director since 1994.



Paolo
Fresco

Vice Chairman of the Board and Executive Officer, General Electric Company. Director since 1990.



Claudio X. Gonzalez

Chairman of the Board and Chief Executive Officer, Kimberly-Clark de Mexico, S.A. de C.V., Mexico City, and Director, Kimberly-Clark Corporation, consumer and paper products. Director since 1993.



Robert E.
Mercer

Retired Chairman of the Board and former Director, The Goodyear Tire & Rubber Company, Akron, Ohio. Director since 1984.



Gertrude G. Michelson

Former Senior Vice President - External Affairs, and former Director, R.H. Macy & Co., Inc., retailers, New York, N.Y. Director since 1976.



John D. Opie

Vice Chairman of the Board and Executive Officer, General Electric Company. Director since 1995.



Roger S.
Penske

Chairman of the Board, President and Director, Penske Corporation and Detroit Diesel Corporation, transportation and automotive services, Detroit, Mich. Director since 1994.



Barbara Scott
Preiskel

Former Senior Vice President, Motion Picture Associations of America, New York, N.Y. Director since 1982.



Frank H.T.
Rhodes

President, Cornell University, Ithaca, N.Y. Director since 1984.



Andrew C.
Sigler

Chairman of the Board, Chief Executive Officer and Director, Champion International Corporation, paper and forest products, Stamford, Conn. Director since 1984.



Douglas A. Warner III

Chairman of the Board, President, Chief Executive Officer and Director, J.P. Morgan & Co. Inc. and Morgan Guaranty Trust Company, New York, N.Y. Director since 1992.



John F. Welch, Jr.

Chairman of the Board and Chief Executive Officer, General Electric Company. Director since 1980.


There were eight meetings of the GE Board of Directors during 1995.

At the October meeting, John D. Opie was elected a Director. Mr. Opie, who had been President and Chief Executive Officer of GE Lighting, also was named Vice Chairman of the Board and Executive Officer of GE.

Lawrence E. Fouraker, former Dean of the Harvard Business School, retired from the Board in 1995. Dr. Fouraker, who had been a Director since 1981, gave the Company sustained and steadfast service, drawing on his wide background in academia and business to provide consistently sound judgment.

H. Brewster Atwater, Jr., the retired Chairman of the Board and Chief Executive Officer of General Mills, Inc., and a GE Director since 1989, will retire from the Board at the conclusion of his current term in April 1996. Mr. Atwater has served the Company well with his broad business experience and his wise counsel.

Dividend increased. At their December meeting, the Directors voted to increase GE's quarterly dividend by 12%, from 41¢ to 46¢ per share. This marks the 20th consecutive year of dividend increases by GE.

Also at the December meeting, the Directors increased GE's year-old share repurchase program from $5 billion to $9 billion. GE had purchased $3.2 billion of its common stock under the December 1994 repurchase program; the expanded program will allow for $3 billion in annual stock repurchases to continue through 1997.

Committee meetings. In addition to regular meetings, the Directors participated on the following Board committees.

The Audit Committee, which consists entirely of outside Directors, met four times. It reviewed the activities and independence of GE's independent auditors and the activities of GE's internal audit staff, as well as the Company's financial reporting process, internal financial controls and compliance with key GE policies.

The Finance Committee held four meetings. It examined GE's pension funding and trust operations, GE's health care costs and the Company's foreign exchange exposure, as well as airline industry financing and other matters involving large-scale use of Company funds.

The Management Development and Compensation Committee conducted nine meetings. In addition to approving changes in GE's management, it reviewed and approved executive compensation and it administered GE's incentive plans.

The Nominating Committee had three meetings, at which it reviewed candidates for the Board and recommended the structure and membership of Board committees for the ensuing year.

The Operations Committee, which met four times, reviewed the Company's operating plan and various operational matters.

The Public Responsibilities Committee held two meetings, at which it evaluated environmental and other public responsibility issues as well as the activities of the GE Fund.

The Technology and Science Committee conducted one meeting, at which it reviewed new technology programs at GE Aircraft Engines.

Committees of the Board

Audit Committee

Gertrude G. Michelson,
Chairman
H. Brewster Atwater, Jr.
Silas S. Cathcart
Barbara Scott Preiskel
Frank H.T. Rhodes

Finance Committee

Robert E. Mercer,
Chairman
John F. Welch, Jr.,
Vice Chairman
Claudio X. Gonzalez
Frank H.T. Rhodes
Douglas A. Warner III

Management Development and Compensation Committee

Silas S. Cathcart,
Chairman
Claudio X. Gonzalez
Gertrude G. Michelson
Frank H.T. Rhodes
Andrew C. Sigler

Nominating Committee

H. Brewster Atwater, Jr.,
Chairman
D. Wayne Calloway
Silas S. Cathcart
Gertrude G. Michelson
Andrew C. Sigler
Douglas A. Warner III

Operations Committee

Barbara Scott Preiskel,
Chairman
H. Brewster Atwater, Jr.
D. Wayne Calloway
Silas S. Cathcart
Dennis D. Dammerman
Paolo Fresco
Claudio X. Gonzalez
Robert E. Mercer
John D. Opie
Roger S. Penske
Andrew C. Sigler
Douglas A. Warner III

Public Responsibilities Committee

D. Wayne Calloway
Chairman
John F. Welch, Jr.,
Vice Chairman
H. Brewster Atwater, Jr.
Dennis D. Dammerman
Claudio X. Gonzalez
Gertrude G. Michelson
John D. Opie
Roger S. Penske
Barbara Scott Preiskel
Andrew C. Sigler
Douglas A. Warner III

Technology and
Science Committee

Frank H.T. Rhodes,
Chairman
Robert E. Mercer
Roger S. Penske


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