General Electric 2004 Proxy Statement

GE.com - 2003 Annual Report


	Notice of 2004 Annual Meeting of Shareowners Proxy Statement Election of Directors Corporate Governance Board of Directors and Committees Information Relating to Directors, Nominees and Executive Officers Compensation Committee Report Contingent Long-Term Performance Incentive Awards Stock Options and Stock Appreciation Rights Summary Compensation Table Five-Year Financial Performance Graph Retirement Benefits Audit Committee Report Independent Auditor Ratification of Selection of Independent Auditor Proposal to Add a Revenue Measurement to Executive Officer Performance Goals for Long-Term Performance Awards Shareowner Proposals Additional Information Appendix: Governance Principles Advance Registration


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In February 2003, the management development and compensation committee granted new long-term contingent performance incentive awards to select executives for the 2003-2005 period to provide a continued emphasis on specified financial performance goals which the committee considers to be important contributors to long-term shareowner value. The awards will be payable only if the company achieves, on an overall basis for the three-year 2003-2005 period, specified goals for one or more of the following four measurements, all as adjusted by the committee to remove the effects of unusual events and the effect of pensions on income: average earnings per share growth rate; average revenue growth rate; average return on total capital; and cumulative cash generated. The use of the average revenue growth rate measurement is contingent on shareowner approval, which we are requesting in the proposal we describe beginning at page 36. The new awards will be subject to forfeiture if the executive’s employment terminates for any reason other than disability, death or retirement before December 31, 2005.

The following table shows the multiple of the named executives’ salary rate in effect and the annual bonus awarded in February 2003 that would be payable in 2006 under these awards if the company precisely attained the threshold, target or maximum goals set by the committee for all applicable performance measurements.

Potential Payments in 2006 as a Multiple of Salary and Annual Bonus at February 2003





Name of Executive	Performance Period	Threshold Payment	Target Payment	Maximum Payment




Jeffrey R. Immelt	1/03-12/05	1x	2x	2.5x
Dennis D. Dammerman	1/03-12/05	1x	2x	2.5x
Robert C. Wright	1/03-12/05	1x	2x	2.5x
Benjamin W. Heineman, Jr.	1/03-12/05	1x	2x	2.5x
Gary L. Rogers	1/03-12/05	1x	2x	2.5x

Each measurement is weighted equally, and payments will be made for achieving any of the three goals (threshold, target or maximum) for any of the four measurements. For example, the executives in the table above would receive only one-quarter of the threshold payment if the company met at the end of the three-year period only a single threshold goal for a single measurement. Also, payments will be prorated for performance that falls between goals.