GE# 2006 Proxy Statement

Notice of 2006
Annual Meeting
and
Proxy Statement

In accordance with our security procedures, all persons attending the 2006
Annual Meeting must present an admission card and picture identification.
Please follow the advance registration instructions on the back cover of this proxy
statement to obtain an admission card.
2

General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828
March 3, 2006
Dear Shareowner,
You are invited to attend the 2006 Annual Meeting of Shareowners to be held on
Wednesday, April 26, in Philadelphia, Pennsylvania.
The annual meeting will begin with a report on our operations, followed by discus-
sion and voting on the matters set forth in the accompanying notice of annual
meeting and proxy statement and discussion on other business matters properly
brought before the meeting.
If you plan to attend the meeting, please follow the advance registration instruc-
tions on the back of this proxy statement. An admission card, which is required for
admission to the meeting, will be mailed to you prior to the meeting.
Whether or not you plan to attend, you can ensure that your shares are repre-
sented at the meeting by promptly voting and submitting your proxy by tele-
phone or by Internet, or by completing, signing, dating and returning your proxy
form in the enclosed envelope.
Cordially,
Jeffrey R. Immelt
Chairman of the Board
3

Contents
Notice of 2006 Annual Meeting of Shareowners.......................................................................5
Proxy Statement ......................................................................................................................................5
Election of Directors..................................................................................................................6
Corporate Governance..............................................................................................................12
Board of Directors and Committees ...................................................................................13
Information Relating to Directors, Nominees
and Executive Officers......................................................................................................15
Compensation Committee Report .......................................................................................20
Contingent Long-Term Performance Awards.................................................................30
Stock Options .................................................................................................................................32
Summary Compensation Table.............................................................................................34
Five-Year Financial Performance Graph: 2001–2005.................................................36
Retirement Benefits.....................................................................................................................37
Audit Committee Report ...........................................................................................................38
Independent Auditor...................................................................................................................39
Ratification of Selection of Independent Auditor.....................................................41
Shareowner Proposals Relating to:
No. 1 Cumulative Voting .............................................................................................42
No. 2 Curb Over-Extended Directors.....................................................................42
No. 3 One Director from the Ranks of Retirees................................................44
No. 4 Independent Board Chairman.....................................................................45
No. 5 Director Election Majority Vote Standard...............................................46
No. 6 Report on Global Warming Science..........................................................48
Additional Information...............................................................................................................51
To be voted on at the meeting
Appendix: Governance Principles.........................................................................................54
4
Every shareowner’s vote is important. Please complete, sign, date and return
your proxy form, or submit your vote and proxy by telephone or by Internet.
Printed on recycled paper using soybean ink

Notice of 2006 Annual Meeting of Shareowners
10:00 a.m., April 26, 2006
Pennsylvania Convention Center
1101 Arch Street
Philadelphia, Pennsylvania 19107-2299
March 3, 2006
To the Shareowners:
General Electric Company’s 2006 Annual Meeting of Shareowners will be held at
the Pennsylvania Convention Center, 1101 Arch Street, Philadelphia, Pennsylvania
19107-2299, on Wednesday, April 26, 2006 at 10:00 a.m., to address all matters
that may properly come before the meeting. Following a report on GE’s business
operations, shareowners will vote on:
(a) election of directors for the ensuing year;
(b) ratification of the selection of the independent auditor for 2006; and
(c) six shareowner proposals set forth at pages 42 through 50 in the accom-
panying proxy statement.
Shareowners of record at the close of business on February 27, 2006 will be enti-
tled to vote at the meeting and any adjournments.
Brackett B. Denniston III
Secretary
Proxy Statement
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828
This proxy statement is furnished in connection with the solicitation of proxies by
General Electric Company on behalf of the Board of Directors for the 2006 Annual
Meeting of Shareowners. Distribution of this proxy statement and a proxy form to
shareowners is scheduled to begin on or about March 3, 2006.
You can ensure that your shares are voted at the meeting by submitting your
instructions by telephone or by Internet, or by completing, signing, dating and
returning the enclosed proxy form in the envelope provided. Submitting your
instructions or proxy by any of these methods will not affect your right to attend
the meeting and vote. A shareowner who gives a proxy may revoke it at any time
before it is exercised by voting in person at the annual meeting, by delivering a
subsequent proxy or by notifying the inspectors of election in writing of such
revocation.
5

Election of Directors
At the 2006 Annual Meeting, 15 directors are to be elected to hold office until the
2007 Annual Meeting and until their successors have been elected and have quali-
fied. The 15 nominees for election at the 2006 Annual Meeting are listed on pages 6
to 11, with brief biographies. They are all now GE directors. The Board of Directors
has determined that the following 11 directors satisfy the New York Stock
Exchange’s definition of independent director and GE’s more stringent director inde-
pendence guidelines: James I. Cash, Jr., Ann M. Fudge, Claudio X. Gonzalez, Andrea
Jung, A.G. Lafley, Robert W. Lane, Ralph S. Larsen, Rochelle B. Lazarus, Sam Nunn,
Robert J. Swieringa and Douglas A. Warner III. We do not know of any reason why
any nominee would be unable to serve as a director. If any nominee is unable to
serve, the shares represented by all valid proxies will be voted for the election of
such other person as the Board may nominate.
GE has adopted a majority vote policy for the election of directors. Under this poli-
cy, in non-contested elections, if a GE director fails to win a majority of affirmative
votes for his or her election, the director must immediately tender his or her resig-
nation from the Board, and the Board will decide, through a process managed by
the Nominating and Corporate Governance Committee and excluding the nominee
in question, whether to accept the resignation at its next regularly scheduled meet-
ing. Absent a compelling reason for the director to remain on the Board, the Board
will accept the resignation. The Board's explanation of its decision will be promptly
disclosed on Form 8-K filed with the Securities and Exchange Commission.
James I. Cash, Jr., 58, Retired James E. Robison Professor of
Business Administration, Harvard Graduate School of
Business, Boston, Massachusetts. Director since 1997.
A graduate of Texas Christian University with MS and PhD
degrees from Purdue University, Dr. Cash joined the faculty of
Harvard Business School in 1976, where he served as chair-
man of the MBA program from 1992 to 1995, and served as
chairman of HBS Publishing from 1998 until 2003. Dr. Cash retired from the
Harvard Business School faculty in 2003. Dr. Cash is also a director of The Chubb
Corporation, Microsoft Corporation and Phase Forward, Inc. He also serves as a
trustee of the Bert King Foundation, Massachusetts General Hospital, Newton-
Wellesley Hospital and Partners Healthcare.
Sir William M. Castell, 58, Vice Chairman of the Board and
Executive Officer, General Electric Company, and Chairman,
GE Healthcare. Director since 2004.
A graduate of the City of London College, Sir William joined
Amersham plc in 1989 as Chief Executive. After GE acquired
Amersham plc in April 2004, Sir William became the CEO of GE
Healthcare, the combination of the Amersham and the GE
6

Medical businesses and, in July 2005, became the Chairman of GE Healthcare. Sir
William was knighted in 2000 for services to the life sciences industry. He served
in the United Kingdom from 1998 to 2003 as Chairman of The Prince’s Trust, a
charity set up by the Prince of Wales in 1976. In January 2004 he became a
Lieutenant of the Royal Victorian Order for services to the Royal Family. Sir
William currently serves as a Governor, and is Chairman-designate, of the
Wellcome Trust, is a Trustee of London’s Natural History Museum, is a board
member of Michigan University Institute of Life Sciences, an Honorary Fellow of
Green College Oxford, and an Honorary Fellow of the Academy of Medical
Sciences.
Ann M. Fudge, 54, Chairman and Chief Executive Officer,
Young & Rubicam Brands, global marketing communications
network, New York, New York. Director since 1999.
Ms. Fudge received a BA degree from Simmons College in
1973 and an MBA from Harvard University in 1977. Prior to
joining Young & Rubicam in 2003, Ms. Fudge worked at
General Mills and at General Foods, where she served in a
number of positions including president of Kraft General Foods’ Maxwell House
Coffee Company and president of Kraft’s Beverages, Desserts and Post Divisions.
Ms. Fudge is a director of Catalyst and on the Board of Overseers of Harvard
University.
Claudio X. Gonzalez, 71, Chairman of the Board and Chief
Executive Officer, Kimberly-Clark de Mexico, S.A. de C.V.,
Mexico City, and Director, Kimberly-Clark Corporation, con-
sumer products. Director since 1993.
Mr. Gonzalez is a graduate of Stanford University. He was
employed by Kimberly-Clark in 1956 and by Kimberly-Clark de
Mexico in 1957. He was elected vice president of operations of
Kimberly-Clark de Mexico in 1962 and executive vice president and managing
director in 1966. He assumed his present position in 1973. Mr. Gonzalez is also a
director of America Movil, Grupo Carso, Grupo ALFA, Grupo Mexico, Grupo
Televisa, Home Depot, Inc., Kellogg Company, The Mexico Fund, Inc. and
Investment Co. of America.
Jeffrey R. Immelt, 50, Chairman of the Board and Chief
Executive Officer, General Electric Company. Director since
2000.
Mr. Immelt joined GE in corporate marketing in 1982 after
receiving a degree in applied mathematics from Dartmouth
College and an MBA from Harvard University. He then held a
series of leadership positions with GE Plastics in sales, market-
ing and global product development. He became a vice president of GE in 1989,
7

responsible for consumer service for GE Appliances. He then became vice presi-
dent of worldwide marketing and product management for GE Appliances in
1991, vice president and general manager of GE Plastics Americas commercial
division in 1992, and vice president and general manager of GE Plastics Americas
in 1993. He became senior vice president of GE and president and chief executive
officer of GE Medical Systems in 1996. Mr. Immelt became GE’s president and
chairman-elect in 2000, and chairman and chief executive officer in 2001. He is
also the chairman of The Business Council and a director of Catalyst, Robin Hood
and the Federal Reserve Bank of New York.
Andrea Jung, 47, Chairman of the Board and Chief Executive
Officer, Avon Products, Inc., cosmetics, New York, New York.
Director since 1998.
Ms. Jung, a graduate of Princeton University, joined Avon
Products, Inc., a multinational cosmetics company, in 1994 as
president, product marketing for Avon U.S. She was elected
president, global marketing, in 1996, an executive vice presi-
dent in 1997, president and a director of the company in 1998, chief executive
officer in 1999 and chairman of the board in 2001. Previously, she was executive
vice president, Neiman Marcus and a senior vice president for I. Magnin. Ms. Jung
is also a director of Catalyst and chairman of the Cosmetic, Toiletry and
Fragrance Association.
Alan G. (A.G.) Lafley, 58, Chairman of the Board, President
and Chief Executive, The Procter & Gamble Company, per-
sonal and household products, Cincinnati, Ohio. Director
since 2002.
Mr. Lafley received a BA degree from Hamilton College in 1969
and an MBA from Harvard University in 1977, at which time he
joined Procter & Gamble. He was named a group vice presi-
dent in 1992, an executive vice president in 1995 and, in 1999, president of global
beauty care and North America. He was elected president and chief executive
officer in 2000 and chairman of the board in 2002. He serves on the Boards of
Trustees of Hamilton College and Xavier University, and is a member of the
Lauder Institute Board of Governors (Wharton School of Arts & Sciences), The
Business Roundtable and The Business Council.
Robert W. Lane, 56, Chairman of the Board and Chief
Executive Officer, Deere & Company, agricultural and
forestry equipment, Moline, Illinois. Director since 2005.
A graduate of Wheaton College, Mr. Lane also holds an MBA
from the University of Chicago. Mr. Lane joined Deere &
Company in 1982 following a career in global banking, and
has served Deere in leadership positions in its global construc-
8

tion equipment and agricultural divisions as well as at Deere Credit, Inc. He also
has served as Deere’s chief financial officer and president, and was elected chair-
man and chief executive officer in August 2000. Mr. Lane is a director of Verizon
Communications Inc. and a member of The Business Council and The Business
Roundtable. He is also an honorary director of the Lincoln Park Zoo and a national
director of the Lyric Opera of Chicago.
Ralph S. Larsen, 67, Former Chairman of the Board and
Chief Executive Officer, Johnson & Johnson, pharmaceutical,
medical and consumer products, New Brunswick, New
Jersey. Director since 2002.
After graduating with a BBA from Hofstra University, Mr.
Larsen joined Johnson & Johnson in 1962. In 1981, he left
Johnson & Johnson to serve as president of Becton
Dickinson’s consumer products division and returned to Johnson & Johnson in
1983 as president of its Chicopee subsidiary. In 1986, Mr. Larsen was named a
company group chairman and later that year became vice chairman of the exec-
utive committee and chairman of the consumer sector. He was elected a director
in 1987 and served as chairman of the board and chief executive officer from
1989 to 2002. Mr. Larsen is also a director of Xerox Corporation and a trustee of
the Robert Wood Johnson Foundation.
Rochelle B. Lazarus, 58, Chairman and Chief Executive
Officer, Ogilvy & Mather Worldwide, advertising, New York,
New York. Director since 2000.
A graduate of Smith College, Ms. Lazarus holds an MBA from
Columbia University. She joined Ogilvy & Mather Worldwide, a
multinational advertising agency, in 1971, becoming president
of its U.S. direct marketing business in 1989. She then became
president of Ogilvy & Mather New York and president of Ogilvy & Mather North
America before becoming president and chief operating officer of the worldwide
agency in 1995, chief executive officer in 1996 and chairman in 1997. Ms. Lazarus
also serves as a director of Merck, New York Presbyterian Hospital, American
Museum of Natural History and the World Wildlife Fund, and is a member of the
Board of Overseers of Columbia Business School.
Sam Nunn, 67, Co-Chairman and Chief Executive Officer,
Nuclear Threat Initiative, Washington, D.C. Director since
1997.
After attending Georgia Institute of Technology and serving in
the U.S. Coast Guard, Mr. Nunn received an AB degree from
Emory University in 1960 and an LLB degree from Emory Law
School in 1962. He practiced law and served in the Georgia
House of Representatives before being elected to the United States Senate in
9

1972, where he served as the chairman and ranking member on both the Senate
Armed Services Committee and the Senate Permanent Subcommittee on
Investigations before retiring in 1997. He served as a partner at King & Spalding
from 1997 through 2003. Mr. Nunn is a distinguished professor at the Sam Nunn
School of International Affairs at Georgia Tech. He is also a director of Chevron
Corporation, The Coca-Cola Company, Dell Inc. and Internet Security Systems, Inc.
He is the co-chairman and CEO of the Nuclear Threat Initiative and also the chair-
man of the board of the Center for Strategic and International Studies.
Roger S. Penske, 69, Chairman of the Board, Penske
Corporation, Penske Truck Leasing Corporation, and United
Auto Group, Inc., transportation and automotive services,
Detroit, Michigan. Director since 1994.
After attending Lehigh University, Mr. Penske founded Penske
Corporation in 1969. He became chairman of the board of
Penske Truck Leasing Corporation in 1982 and chairman of
the board of United Auto Group, Inc. in 1999. Mr. Penske is also a director of
Universal Technical Institute, Inc. He is a director of Detroit Renaissance, Inc. and a
member of The Business Council.
Robert J. Swieringa, 63, Anne and Elmer Lindseth Dean and
Professor of Accounting, S.C. Johnson Graduate School of
Management, Cornell University, Ithaca, New York. Director
since 2002.
Dr. Swieringa received a BA degree from Augustana College in
1964, an MBA in accounting and economics from the
University of Denver in 1965 and a PhD in accounting and
complex organizations from the University of Illinois in 1969. He taught account-
ing at Stanford’s Graduate School of Business and at the Johnson Graduate
School of Management at Cornell University before serving as a member of the
Financial Accounting Standards Board from 1986 to 1996. He was then a profes-
sor in the practice of accounting at Yale’s School of Management before becom-
ing the ninth dean of the S.C. Johnson Graduate School of Management in 1997.
Dr. Swieringa is currently a member of the American Accounting Association, and
is a past president of its Financial Accounting and Reporting Section.
Douglas A. Warner III, 59, Former Chairman of the Board,
J.P. Morgan Chase & Co., The Chase Manhattan Bank, and
Morgan Guaranty Trust Company, investment banking, New
York, New York. Director since 1992.
Following graduation from Yale University in 1968, Mr. Warner
joined Morgan Guaranty Trust Company of New York, a whol-
ly-owned subsidiary of J.P. Morgan Chase & Co. (formerly J.P.
Morgan & Co. Incorporated). He was elected president and a director of the bank
10

and its parent in 1990, serving as chairman and chief executive officer from 1995
to 2000, when he became chairman of the board of J.P. Morgan Chase & Co., The
Chase Manhattan Bank and Morgan Guaranty Trust Company until his retirement
in 2001. Mr. Warner is also a director of Anheuser-Busch Companies, Inc. and
Motorola, Inc., a member of the Board of Counselors of The Bechtel Group, Inc.,
chairman of the Board of Managers and the Board of Overseers of Memorial
Sloan-Kettering Cancer Center, a member of The Business Council and a trustee of
the Pierpont Morgan Library.
Robert C. Wright, 62, Vice Chairman of the Board and
Executive Officer, General Electric Company, and Chairman
and Chief Executive Officer of NBC Universal, Inc. Director
since 2000.
Mr. Wright graduated from the College of the Holy Cross and
the University of Virginia School of Law. He joined GE in 1969
as a staff lawyer, leaving in 1970 for a judicial clerkship. He
rejoined GE in 1973 as a lawyer for GE Plastics, subsequently serving in several
management leadership positions with that business. In 1980, he became presi-
dent of Cox Cable Communications, and rejoined GE in 1983 as vice president of
the Housewares and Audio businesses. In 1984, he became president and chief
executive officer of General Electric Financial Services and, in 1986, was elected
president and chief executive officer of National Broadcasting Company, Inc. In
2000, he was elected chairman and chief executive officer of NBC and vice chair-
man of the board and executive officer of GE. In 2004, he became Chairman and
Chief Executive Officer of NBC Universal, Inc.
11

Corporate Governance
GE’s corporate governance leadership was recognized in the November 2005
Financial Times/PricewaterhouseCoopers poll of global CEOs, which rated GE as
the most respected company in the world for corporate governance for the third
straight year.
Governance Principles. The Board of Directors’ Governance Principles, which
include guidelines for determining director independence and qualifications for
directors, are enclosed with this proxy statement in the Appendix at pages 54–61.
All of GE’s corporate governance materials, including the Governance Principles
and board committee charters and key practices, are published in the Citizenship
section of GE’s website at www.ge.com/en/citizenship. These materials are also
available in print to any shareowner upon request. The Board regularly reviews
corporate governance developments and modifies its Governance Principles,
committee charters and key practices as warranted.
Director Independence. With 11 independent directors out of 15, the Board has
satisfied its objective that at least two-thirds of the Board should consist of inde-
pendent directors. For a director to be considered independent, the Board must
determine that the director does not have any direct or indirect material relation-
ship with GE. The Board has established guidelines to assist it in determining
director independence, which conform to, or are more exacting than, the inde-
pendence requirements in the New York Stock Exchange listing standards. GE’s
independence guidelines are set forth in Section 4 of our Governance Principles,
at pages 55–56.
All members of the Audit, Management Development and Compensation, and
Nominating and Corporate Governance Committees must be independent direc-
tors as defined by GE’s Governance Principles. Members of the Audit Committee
must also satisfy a separate Securities and Exchange Commission independence
requirement, which provides that they may not accept directly or indirectly any
consulting, advisory or other compensatory fee from GE or any of its subsidiaries
other than their directors’ compensation. In addition, as a matter of policy, the
Board has determined to apply a separate, heightened independence standard to
members of both the Management Development and Compensation Committee
and the Nominating and Corporate Governance Committee. No member of either
committee may be a partner, member or principal of a law firm, accounting firm
or investment banking firm that accepts consulting or advisory fees from GE or
any of its subsidiaries. This additional voluntary independence requirement for
members of the Management Development and Compensation and Nominating
and Corporate Governance Committees is intended to remove even the appear-
ance of a conflict of interest.
Code of Conduct. All directors, officers and employees of GE must act ethically at
all times and in accordance with the policies comprising GE’s code of conduct set
forth in the company’s integrity manual, The Spirit & The Letter, which is published
on GE’s website at www.ge.com/files/usa/citizenship/compliance/spirit/english.pdf
12

and which is available in print to any shareowner upon request. Under the
Board’s Governance Principles, the Board will not permit any waiver of any ethics
policy for any director or executive officer. If an actual or potential conflict of
interest arises for a director, the director will promptly inform the CEO and the
presiding director. If a significant conflict exists and cannot be resolved, the direc-
tor should resign. All directors are required to recuse themselves from any discus-
sion or decision affecting their personal, business or professional interests.
Communicating Concerns to Directors. The Audit Committee and the non-man-
agement directors have established procedures to enable anyone who has a con-
cern about GE’s conduct, or any employee who has a concern about the compa-
ny’s accounting, internal accounting controls or auditing matters, to communi-
cate that concern directly to the Board, to the presiding director, to the non-man-
agement directors or to the Audit Committee. Such communications may be con-
fidential or anonymous, and may be e-mailed, submitted in writing or reported by
phone to special addresses and a toll-free phone number that are published on
GE’s website at www.ge.com. All such communications are promptly reviewed by
GE’s ombudsperson, and any concerns relating to accounting, internal controls,
auditing or officer conduct are sent immediately to the presiding director and to
the chair of the Audit Committee. The status of all outstanding concerns
addressed to the Board, the non-management directors, the presiding director or
the Audit Committee is reported to the presiding director and the chair of the
Audit Committee on a quarterly basis. The company’s integrity manual prohibits
any employee from retaliating or taking any adverse action against anyone for
raising or helping to resolve an integrity concern.
Board of Directors and Committees
Our Board of Directors currently consists of 15 directors. Ralph S. Larsen is the
Board’s presiding director.
The Board held 12 meetings during 2005. The average attendance by directors at
Board and committee meetings was 94%. Due to illness, Andrea Jung attended
73% of the meetings of the Board and the committees of which she is a member.
It is the Board’s policy that the directors should attend our Annual Meeting of
Shareowners absent exceptional cause; 14 of the 15 directors then on the Board
attended the 2005 Annual Meeting.
The Board has adopted written charters for each of its four standing committees:
the Audit Committee, the Management Development and Compensation
Committee, the Nominating and Corporate Governance Committee and the Public
Responsibilities Committee. The Board has determined that all members of the
Audit, Management Development and Compensation, and Nominating and
Corporate Governance Committees are independent and satisfy the relevant SEC or
GE additional independence requirements for the members of such committees.
Audit Committee. The members of the Audit Committee are directors Warner, who
chairs the committee, Cash, Gonzalez, Lane and Swieringa. The Board has deter-
13

mined that Messrs. Gonzalez, Lane, Swieringa and Warner are “audit committee
financial experts,” as defined under SEC rules. The Board has also determined that
although Mr. Gonzalez currently sits on the audit committees of more than three
public companies, these relationships do not impair his ability to serve effectively
on GE’s Audit Committee. This committee is primarily concerned with the integrity
of the company’s financial statements, the company’s compliance with legal and
regulatory requirements, the independence and qualifications of the independent
auditor and the performance of the company’s internal audit function and inde-
pendent auditor. Its duties include: (1) selecting and overseeing the independent
auditor; (2) reviewing the scope of the audit to be conducted by them, as well as
the results of their audit; (3) overseeing our financial reporting activities, including
our annual report, and the accounting standards and principles followed; (4)
approving audit and non-audit services provided to the company by the inde-
pendent auditor; (5) reviewing the organization and scope of our internal audit
function and our disclosure and internal controls; and (6) conducting other reviews
relating to compliance by employees with GE policies and applicable laws. The
Audit Committee met 10 times during 2005. The committee’s report begins on
page 38.
Management Development and Compensation Committee. The members of the
Management Development and Compensation Committee are directors Larsen,
who chairs the committee, Gonzalez, Jung, Nunn and Warner. This committee has
two primary responsibilities: (1) to review and approve executive compensation;
and (2) to monitor our management resources, structure, succession planning,
development and selection process as well as the performance of key executives.
It also oversees the GE 1990 Long-Term Incentive Plan and the Incentive
Compensation Plan. This committee met eight times during 2005. The committee’s
report begins on page 20.
Nominating and Corporate Governance Committee. The members of the
Nominating and Corporate Governance Committee are directors Gonzalez, who
chairs the committee, Jung, Lafley, Larsen, Lazarus and Warner. This committee’s
responsibilities include the selection of director nominees for the Board and the
development and continuous review of our Governance Principles. The committee
also annually reviews director compensation and benefits; oversees the annual
self-evaluations of the Board and its committees, as well as director performance
and board dynamics; and makes recommendations to the Board concerning the
structure and membership of the board committees. This committee held two
meetings during 2005.
This committee will consider all shareowner recommendations for candidates for
the Board, which should be sent to the Nominating and Corporate Governance
Committee, c/o Brackett B. Denniston III, Secretary, General Electric Company,
3135 Easton Turnpike, Fairfield, Connecticut 06828. The general qualifications and
specific qualities and skills established by the committee for directors are set forth
in Section 3 of GE’s Governance Principles, at pages 54–55. In addition to consid-
ering candidates suggested by shareowners, the committee considers candidates
14

recommended by current directors, company officers, employees and others. The
committee screens all candidates in the same manner regardless of the source of
the recommendation. The committee’s review is typically based on any written
materials provided with respect to the candidate. The committee determines
whether the candidate meets the company’s general qualifications and specific
qualities and skills for directors and whether requesting additional information or
an interview is appropriate.
Public Responsibilities Committee. The members of the Public Responsibilities
Committee are directors Nunn, who chairs the committee, Cash, Castell, Fudge,
Immelt, Lazarus, Penske and Wright. The purpose of the committee is to review
and oversee GE positions on corporate social responsibilities and public issues of
significance that affect investors and other key GE stakeholders. The committee
met three times last year to review the 2005 Citizenship Report, Environmental,
Health & Safety operations, GE’s public policy agenda and the GE Foundation
budget. Other issues within the jurisdiction of the committee were discussed at
meetings of the full Board.
Meetings of Non-Management Directors. The non-management directors met
without any management directors or employees present three times last year to
discuss board policies, processes and practices. The presiding director, who is also
the chair of the Management Development and Compensation Committee, chairs
these meetings.
Information Relating to Directors, Nominees and Executive
Officers
• Non-Management Directors’ Compensation and Benefit Program
The current compensation and benefit program for non-management directors
has been in effect since January 1, 2003 and is designed to achieve the following
goals: compensation should fairly pay directors for work required for a company
of GE’s size and scope; compensation should align directors’ interests with the
long-term interests of shareowners; and the structure of the compensation should
be simple, transparent and easy for shareowners to understand.
Annual Compensation. In 2005, annual compensation of $250,000 was paid to
each non-management director in four installments following the end of each
quarter of service, 40% (or $100,000) in cash and 60% (or $150,000) in deferred
stock units (DSUs). Non-management directors have the option of deferring some
or all of their cash compensation in DSUs. There were no meeting fees because
attendance is expected at all scheduled Board and committee meetings, absent
exceptional cause. Each DSU is equal in value to a share of GE stock, but does not
have voting rights. DSUs accumulate quarterly dividend-equivalent payments,
which are reinvested in additional DSUs. The DSUs will be paid out in cash to non-
management directors beginning one year after they leave the Board. Directors
may elect to take their DSU payments as a lump sum or in payments spread out
for up to ten years.
15

Additional compensation, equal to 10% of the $250,000 annual compensation,
was paid to directors serving on the Audit Committee or the Management
Development and Compensation Committee, due to the workload and broad-
based responsibilities of these two committees. Directors serving on both commit-
tees received compensation equal to 20% of their annual compensation. This
additional compensation was made in the same 40%/60% proportion between
cash and DSUs, respectively, and was payable in the same manner as the annual
compensation. Non-management directors have the option of deferring some or
all of their additional cash compensation in DSUs.
2005 Non-Management Directors’ Compensation
1
Compensation is paid out 40% in cash and 60% in deferred stock units (DSUs). Directors have the option
of deferring some or all of their cash compensation in DSUs.
2
Amounts are based on the fair market value of products received.
3
Mr. Lane joined the Board on June 10, 2005.
Executive Products Program. Non-management directors participate in our
Executive Products Program on the same basis as our senior executive officers.
Under this program, upon request, directors can receive GE appliances (and, until
October 2005, electronic products) for use in their homes. Income is imputed
based on the fair market value of the products received.
Charitable Award. As part of our overall support for charitable institutions, GE
maintains a plan that permits each director to designate up to five charitable
organizations (excluding a director’s private foundation) to share in a $1 million
contribution to be made by the company upon the director’s termination of serv-
ice. The directors do not receive any financial benefit from this program since the
charitable deductions accrue solely to the company. To avoid any appearance
16
Name
Annual
Compensation1
Audit
Committee
Compensation1
MDCC
Compensation1
Executive
Products
Program2
Total
James I. Cash, Jr. $250,000 $25,000 ---- $ 6,592 $281,592
Ann M. Fudge 250,000 ---- ---- ---- 250,000
Claudio X. Gonzalez 250,000 25,000 $25,000 ---- 300,000
Andrea Jung 250,000 ---- 25,000 12,430 287,430
Alan G. Laﬂey 250,000 ---- ---- ---- 250,000
Robert W. Lane3
156,250 12,500 ---- 1,562 170,312
Ralph S. Larsen 250,000 ---- 25,000 1,051 276,051
Rochelle B. Lazarus 250,000 ---- ---- 1,395 251,395
Sam Nunn 250,000 ---- 25,000 3,036 278,036
Roger S. Penske 250,000 ---- ---- ---- 250,000
Robert J. Swieringa 250,000 25,000 ---- ---- 275,000
Douglas A. Warner III 250,000 25,000 25,000 2,938 302,938

that a director might be unduly influenced by the prospect of receiving this bene-
fit at retirement, the award vests upon the commencement of board service.
Matching Gifts. To further GE’s support for charities, non-management directors
are able to participate in the GE Foundation’s Matching Gifts Program on the
same terms as GE’s senior executive officers. Under this program, the GE
Foundation will match up to $100,000 a year in contributions by the director to an
institution of higher education or other charity approved by the GE Foundation.
Stock Ownership Requirement. All non-management directors are required to hold
at least $500,000 worth of GE stock and/or DSUs while serving as a director of GE.
Directors will have five years to attain this ownership threshold.
Stock Option Holding Period Requirement. There is no stock option plan for non-
management directors, and no stock options were granted to non-management
directors in 2005. Since 2003, DSUs have been the only equity-based compensa-
tion awarded to the non-management directors. Any outstanding stock options
held by non-management directors from prior years’ grants are subject to the
same holding period requirement as stock options held by senior executives.
Specifically, like the senior executives, the non-management directors are
required to hold for at least one year the net shares obtained from exercising
stock options after selling sufficient shares to cover the exercise price, taxes and
broker commissions.
Insurance. GE has provided liability insurance for its directors and officers since
1968. Corporate Officers & Directors Assurance Ltd., XL Insurance and Max Re are
the principal underwriters of the current coverage, which extends until June 11,
2006. The annual cost of this coverage is approximately $22.1 million.
17

• Stock Ownership Table
The table below includes all GE stock-based holdings, as of February 1, 2006, of
our directors and five most highly paid executive officers in 2005. This table indi-
cates the alignment of the named individuals’ financial interests with the interests
of our shareowners because the value of their total GE holdings will increase or
decrease in line with the price of GE’s stock.
Common Stock and Total Stock-Based Holdings
1
This column lists voting securities, including restricted stock held by the executive officers over which
they have sole voting power but no investment power. Otherwise, except to the extent noted below, each
director or executive officer has sole voting and investment power over the shares reported. In accordance
with SEC rules, this column also includes shares that may be acquired pursuant to stock options that are
or will become exercisable within 60 days as follows: 90,000 shares for Dr. Cash; 3,599,750 shares for Mr.
Dammerman; 54,000 shares for Ms. Fudge; 108,000 shares for each of Messrs. Gonzalez, Nunn, Penske
and Warner; 1,365,350 shares for Mr. Heineman; 3,137,000 shares for Mr. Immelt; 72,000 shares for Ms.
Jung; 36,000 shares for Ms. Lazarus; and 3,347,000 shares for Mr. Wright. No director or executive officer
owns more than one-tenth of one percent of the total outstanding shares, nor do all directors and execu-
tive 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, perform-
ance share units, restricted stock units, deferred stock units, deferred compensation accounted for as units
of GE stock and stock options which will not become exercisable within 60 days.
3
Messrs. Dammerman and Heineman retired from the company on December 31, 2005; accordingly, the
stock-based holdings for these individuals are reported as of December 31, 2005.
4
Includes the following numbers of shares over which the identified director has shared voting and
investment power but as to which he or she disclaims beneficial interest: Ms. Jung (1,044 shares); Mr. Lafley
(700 shares); Mr. Larsen (7,500 shares); Ms. Lazarus (5,300 shares); and Mr. Warner (2,925 shares).
5
Includes 28,021,400 shares that may be acquired pursuant to stock options that are or will become
exercisable within 60 days; 92,866 shares over which there are shared voting and investment power; and
701,711 shares over which there is sole voting power but no investment power.
• Certain Relationships and Related Party Transactions
This section discusses certain direct and indirect relationships and transactions
involving the company and any director or executive officer, as required by SEC
18
Name Stock1
Total2
Name Stock1
Total2
James I. Cash, Jr. 106,669 129,646 Robert W. Lane 0 4,865
William M. Castell 1,213 401,213 Ralph S. Larsen 31,1944
61,548
Dennis D. Dammerman3
3,938,036 6,175,741 Rochelle B. Lazarus 71,5564
109,656
Ann M. Fudge 59,432 97,259 Sam Nunn 111,000 169,937
Claudio X. Gonzalez 319,280 435,312 Roger S. Penske 168,000 248,362
Benjamin W. Heineman, Jr.3
2,129,902 2,868,992 Robert J. Swieringa 2,702 29,597
Jeffrey R. Immelt 3,954,825 5,859,661 Douglas A. Warner III 211,7544
236,604
Andrea Jung 79,5194
109,093 Robert C. Wright 4,371,527 7,395,985
Alan G. Laﬂey 12,4704
40,744
Common stock holdings of all directors and all executive ofﬁcers as a group were 34,195,255.5

rules. The Board has determined that, in view of the relationships described below,
Mr. Penske does not qualify as an independent director, but makes extremely
valuable contributions to the Board and to the company by reason of his experi-
ence and wisdom.
Mr. Penske has a direct financial interest in and controls Penske Corporation (“PC”),
which is privately held. Penske Truck Leasing Corporation, a subsidiary of PC, is
the general partner of Penske Truck Leasing Co., L.P., and a subsidiary of GE
Capital Corporation (“GE Capital”) is a limited partner with a 79% partnership
interest. GE has consolidated Penske Truck Leasing Co., L.P. in its financial
statements since 2004. In connection with a 1996 restructuring that increased GE
Capital’s interest in the partnership from 50% to 79%, Penske Truck Leasing
Corporation has the right to receive ten annual payments, with the majority of
such payments contingent upon the partnership achieving certain revenue
thresholds. For 2005, Penske Truck Leasing Corporation was paid its last such
annual payment, in the amount of $9.3 million. GE Capital also extends acquisi-
tion and working capital loans and guarantees to the partnership, and these
totaled about $4.6 billion as of December 31, 2005. GE Capital provides this
funding on the same terms as those extended to its operating subsidiaries. GE
Capital also holds 3.5 million shares of Class B Preferred Stock in Penske Truck
Leasing Corporation, and these shares were paid an annual dividend of $0.70 per
share in 2005.
Mr. Penske has an indirect financial interest in and controls Transportation
Resource Management, LLC (“TRM”). TRM has formed a $265 million investment
fund, Transportation Resource Partners, LP (“TRP”), and GE Capital is a limited
partner of TRP. GE Capital may invest up to $50 million in TRP in return for paying
TRP an annual sum of up to $750,000. GE Capital paid TRP $713,236 in 2005. After
GE Capital recovers the amount of its investment and receives a preferred return,
it will pay TRM a 20% carried interest in the remaining profits from its investment.
In 2005, GE Capital invested $7.4 million in TRP equity investments, and separate-
ly, Penske Truck Leasing Co., L.P. invested $9.2 million in TRP equity investments,
although Penske Truck Leasing Co., L.P. is not a limited partner in TRP.
GE Capital also participates as a lender to Truck-Lite Co., Inc., a subsidiary of PC,
in a $175 million credit facility led by Wachovia Bank, of which GE Capital’s partic-
ipation was $22.5 million in 2005. GE Capital also participates as a lender to
companies in which TRP has invested; in this connection, GE Capital in 2005 com-
mitted $10 million in Fleetwash, Inc.’s $36 million credit facility and decreased the
level of its commitment in Autocam Corporation’s senior debt financing from $9
million to $6.7 million.
Penske Jet, Inc., a subsidiary of PC, leases a Gulfstream G4 from GE Capital pur-
suant to a lease that extends to February 2017. In 2005, Penske Jet paid GE
Capital $150,882 per month for the use of the G4. GE Engine Services, Inc. also
provides repair, overhaul and other engine services to Penske Jet at market prices,
with standard terms and conditions. In 2005, Penske Jet was billed $102,465 in
fees for services rendered.
19

Mr. Penske’s son-in-law is a business analyst at GE Real Estate and earned
$91,500 in base salary and annual bonus in 2005. His compensation is commen-
surate with his peers’.
Mr. Wright’s son-in-law is a vice president at GE Asset Management and earned
$485,300 in base salary and annual bonus in 2005. His compensation is commen-
surate with his peers’.
The company believes that these transactions and relationships during 2005 were
reasonable and in the best interest of the company.
• Service Agreement
Pursuant to a service agreement with Sir William M. Castell, we agreed that he
would become the Chief Executive Officer of GE Healthcare and an executive offi-
cer of General Electric Company for a period of two years from the closing of the
acquisition of Amersham in April 2004. The agreement provides that he would be
appointed as a Vice Chairman of GE’s Board of Directors, a position he assumed in
June 2004. Under this agreement, he will receive an annual base salary of
£1,000,000 and will be eligible to receive an annual bonus of at least £1,000,000,
subject to continued employment and satisfactory performance. In addition,
under this agreement, he was awarded 200,000 performance share units (with
conditions requiring him to be employed through the end of his two-year employ-
ment period and to achieve the performance goals set for him by the Chairman of
the Board), 200,000 stock options and a Long-Term Performance Award for the
2003–2005 period, based on a multiple of base salary and bonus and prorated to
reflect his actual employment over the 36-month performance-measuring period
of the award.
The agreement also provides that Sir William Castell is entitled to a pension at the
end of his two-year employment period. A description of his pension arrange-
ments is set forth on page 38.
Sir William Castell will retire from his position as an executive officer of GE in April
2006. The agreement restricts his ability to engage in certain businesses that are
competitive with the company’s business for a period of 12 months following his
termination of employment.
Compensation Committee Report
The Management Development and Compensation Committee has primary
responsibility for assisting the Board in developing and evaluating potential candi-
dates for executive positions, including the chief executive officer, and for over-
seeing the development of executive succession plans. As part of this responsibili-
ty, the committee individually reviews the performance of the senior executive
officers—the chief executive officer, the vice chairmen and the senior vice presi-
dents—and approves compensation actions for them, including all of the policies
under which executive compensation is paid or awarded. The committee also
oversees management’s decisions concerning the performance and compensa-
20

tion of other company officers, administers the company’s incentive compensa-
tion and other stock-based plans, and regularly evaluates the effectiveness of our
overall executive compensation program.
All long-term performance awards are made under the GE 1990 Long-Term
Incentive Plan, which our shareowners approved in 1990 and again in 1997. This
plan limits total annual awards to 0.95% of the issued shares of the company’s
common stock.
A more complete description of the committee’s functions is set forth in the com-
mittee’s charter and key practices, which are published in the Citizenship section
of GE’s website at www.ge.com/en/citizenship.
• Overview of Compensation Philosophy and Program
We believe that the quality, skills and dedication of our senior executive officers
are critical factors affecting the long-term value of our company. Our key com-
pensation goals are to attract world-class executive talent; retain our key leaders;
reward past performance; incent future performance; and align our executives’
long-term interests with those of our investors. We use a variety of compensation
elements to achieve these goals, including base salary, annual bonuses, contin-
gent long-term performance awards, stock options, restricted stock units, per-
formance share units, deferred salary plans and a supplementary pension plan,
all of which we discuss in detail below.
Our decisions on senior executive officer compensation are based primarily upon
our assessment of each executive’s leadership and operational performance and
potential to enhance long-term shareowner value. We rely upon our judgment
about each individual—and not on rigid formulas or short-term changes in busi-
ness performance—in determining the amount and mix of compensation ele-
ments and whether each particular payment or award provides an appropriate
incentive and reward for performance that sustains and enhances long-term
shareowner value. Key factors affecting our judgment include: performance com-
pared to the financial, operational and strategic goals established for the execu-
tive at the beginning of the year; nature, scope and level of responsibilities; contri-
bution to the company’s financial results, particularly with respect to key metrics
such as cash flow, revenue, earnings and return on total capital; effectiveness in
leading our initiatives to increase customer value and productivity; contribution to
the company’s commitment to corporate responsibility, including success in cre-
ating a culture of unyielding integrity and compliance with applicable laws and
our ethics policies; and commitment to community leadership and diversity.
We also considered each executive’s current salary and prior-year bonus, the
appropriate balance between incentives for long-term and short-term perform-
ance and the compensation paid to the executive’s peers within the company. In
addition, we reviewed a tally sheet setting forth the total compensation potential-
ly payable to, and the benefits accruing to, the executive, including (1) estimated
annual total pension benefits, including benefits under the Supplementary
Pension Plan, based on current service as well as projected for retirement at age
21

60, (2) current value of outstanding equity-based grants, (3) estimated payouts
under contingent long-term performance awards, (4) dividend-equivalent pay-
ments on restricted and performance-based equity grants and (5) for the CEO and
the Vice Chairmen, current deferred compensation balances and accruals on the
deferred amounts.
We also consulted with an executive compensation expert and considered the
compensation levels and performances of the 30 companies in the Dow Jones
Industrial Index, as these companies are most likely to compete with us for the
services of our executives. However, we do not tie our compensation decisions to
any particular range or level of total compensation paid to executives at these
companies.
• Compensation Elements for Senior Executive Officers
The key elements of our executive compensation program are:
1. Base Salary. Base salaries for our executives are established based on the
scope of their responsibilities, taking into account competitive market compensa-
tion paid by other companies for similar positions as well as salaries paid to the
executives’ peers within the company. We set base salaries at a level designed to
attract and retain superior leaders. Base salaries are typically reviewed every 18
months, and adjusted from time to time to take into account outstanding individ-
ual performance, promotions and competitive compensation levels. The salaries
we paid over the last three years to our five most highly paid senior executive
officers (the “named executive officers”) are shown in the table on page 34.
2. Annual Bonus. We pay annual bonuses to incent and reward superior per-
formance for the year. Bonuses are paid in cash in February for the prior year’s
performance and are based upon our evaluation of each executive’s individual
performance during the year, in the context of our assessment of the overall per-
formance of the company and the executive’s business unit or function in meet-
ing the specific financial and other key goals established for the company and the
executive’s business unit or function. This evaluation also includes an assessment
of how the executive performed compared to the financial, operational and
strategic goals and objectives established for the executive at the beginning of
the year. Executives have the option to defer up to 100% of their annual bonus in
GE stock units, S&P 500 index units or cash units. The annual bonuses we award-
ed over the last three years to our named executive officers are shown in the
table on page 34.
3. Stock Options/Restricted Stock Units (RSUs). Every September, we make annu-
al grants of stock options and RSUs to approximately 600 leaders in the company,
including our senior executive officers, but since 2003, excluding the Chief
Executive Officer. We believe that these combined grants of stock options and
RSUs provide a better balance for executives between risk and potential reward
than a grant of only stock options, and thus serve as more effective incentives for
our superior performers to remain with the company and continue that perform-
22

ance. Unvested stock options and RSUs are forfeited if the executive voluntarily
leaves GE, and are vested if the executive retires at age 60 or later.
Each stock option permits the executive, generally for a period of ten years, to
purchase one share of GE stock from the company at the exercise price, which is
the price of GE stock on the date of grant. Stock options have value only to the
extent the price of GE stock on the date of exercise exceeds the exercise price.
Stock options granted in 2005 generally become exercisable in five equal annual
installments beginning one year after the grant date. The number of stock options
granted to our named executive officers, and the value of these awards based on
a Black-Scholes pricing model, are shown in the table on page 33.
RSUs will convert into shares of GE stock only if the individual continues to be
employed by GE when the restrictions lapse. During the restricted period, each
RSU entitles the recipient to receive quarterly payments from the company equal
to the quarterly dividends on one share of GE stock. Restrictions on half of the
RSUs granted annually in combination with stock options lapse after three years,
and on the other half after five years.
4. Career Retention Restricted Stock Units (RSUs). Under the RSU Career
Retention Program, we grant approximately two million special RSUs annually to
select executives, including our senior executive officers, to provide strong incen-
tives for superior performance and continued service with GE. Beginning in 2005,
for most of these special RSUs, restrictions on 25% lapse after three, five and
seven years, and on the final 25% after ten years. During the restricted period,
each RSU entitles the executive to receive quarterly payments from the company
equal to the quarterly dividends on one share of GE stock. The grant date market
value of all RSUs awarded in the last three years to our named executive officers
under this program and as part of the annual stock option/RSU grants is shown in
the table on page 35.
5. Performance Share Units (PSUs). Since 2003, we have compensated the CEO
of GE with PSUs in lieu of stock options, RSUs and any other equity-based compen-
sation because we believe that the CEO’s equity-based compensation should be
focused entirely on incentives for performance and alignment with investors. These
PSUs will convert into shares of GE stock at the end of the five-year performance
period only if the specified performance objectives have been achieved. If the per-
formance objectives are not met, the PSUs will be cancelled. During the perform-
ance period, each PSU entitles the CEO to receive quarterly payments from the
company equal to the quarterly dividends on one share of GE stock. If Mr. Immelt
leaves GE prior to the end of the performance period, the PSUs will be cancelled.
For more information about the PSUs awarded to Mr. Immelt in 2005, see pages
27–29.
6. Contingent Long-Term Performance Awards. Every three years, we grant
contingent long-term performance awards to our senior executive officers and
other selected leaders to provide a strong incentive for achieving specific financial
performance goals that the committee considers to be important contributors to
23

long-term shareowner value. These long-term performance awards also encour-
age executive retention as they are subject to forfeiture if the executive’s employ-
ment terminates for any reason other than death, disability or retirement before
the end of the performance period. The maximum value of payments to any sen-
ior executive officer under these awards cannot exceed one-tenth of one percent
of the company’s aggregate adjusted net earnings during the performance peri-
od.
In February 2006, we granted contingent long-term performance awards that will
be payable in 2009 only if the company achieves, on an overall basis for the
three-year 2006–2008 period, specified goals based on four business measure-
ments, all weighted equally and as adjusted by the committee to remove the
effects of unusual events and the effect of pensions on income. These business
measurements, all of which were approved by our shareowners, are: (a) average
earnings per share growth rate; (b) average revenue growth rate; (c) average
return on total capital; and (d) cumulative cash flow from operating activities. In
March 2006, we will pay out the long-term performance awards granted in 2003
for the 2003–2005 performance period. For a discussion of the grant of the
2006–2008 awards, as well as the payout of the 2003–2005 awards, see pages
30–32.
7. Executive Deferred Salary Plan. The company offers a deferred salary plan
every three years to the approximately 4,000 employees in the Executive band
and above who are subject to U.S. income tax for the purpose of retention. Under
the executive deferred salary plan for 2006 (the “2006 Plan”), participants will be
able to defer, at their election, between 10% and 50% of their salary during 2006.
This deferred salary amount will accrue interest at a rate of 8.5%, compounded
annually, but the interest income will not be earned, or vest, unless the employee
remains with the company for a period of five years. Termination before the vest-
ing date will result in an immediate payout of the deferred salary amount with no
interest income paid, with exceptions for retirement, death, disability, layoff, plant
closing and transfer to a successor employer. In addition, the company will credit
each participating employee’s account with an amount equal to 3.5% of the
deferred salary amount, which is based on the maximum matching contribution
rate the company provides to employees in connection with its Savings and
Security Program. Payouts from any deferred salary accounts, including interest
income, will be made only after the termination of employment. The committee
believes that this plan—including the interest rate and the vesting rule—is an
effective retention tool.
The interest rates paid on prior years’ deferred salary plans range from 9.5% to
14%. The “above market” interest earned on the difference between these rates
and the market interest rates (as defined and determined pursuant to SEC rules)
at the time these plans were adopted is reported as “Above-Market Earnings on
Deferred Comp” in the table on page 35.
None of our named executive officers will participate in the 2006 Plan.
24

8. Supplementary Pension Plan. The company offers the GE Supplementary
Pension Plan to the approximately 4,000 employees in the Executive band and
above to increase their retirement benefits above amounts available under the
company’s tax-qualified and other pension programs. The Supplementary
Pension Plan is unfunded and is not qualified for tax purposes. An employee’s
annual Supplementary Pension, when combined with amounts payable under the
company’s tax-qualified and other pension programs and Social Security, will
equal 1.75% of the employee’s “earnings credited for retirement benefits” multi-
plied by the number of the employee’s years of service, up to a maximum of 60%
of such earnings credited for retirement benefits. The “earnings credited for retire-
ment benefits” are the employee’s average annual compensation (base salary
and bonus) for the highest 36 consecutive months out of the last 120 months
prior to retirement. The Supplementary Pension is payable monthly in fixed pay-
ments for life, with a guaranteed minimum term of five years. Because employees
are generally not eligible for benefits under the Supplementary Pension Plan if
they leave the company prior to reaching age 60, the committee believes that the
Supplementary Pension Plan is one of the company’s most effective executive
retention tools.
9. Perquisites. We provide our senior executive officers with perquisites that we
believe are reasonable, competitive and consistent with the company’s overall
executive compensation program. We believe that our perquisites help us to
retain the best leaders and allow them to operate more effectively. These
perquisites include: use of a car leased by the company; financial counseling and
tax preparation services with tax gross-up; GE appliances (and, until October
2005, electronic products) provided in connection with the Executive Products
Program; and supplemental life insurance. In addition, senior executive officers
may use company aircraft for personal travel on a limited basis.
Pursuant to an executive security program established by the committee for the
protection of its senior executive officers, the committee has designated the CEO
and one Vice Chairman, Mr. Wright, as “security personnel” and therefore, for
security purposes, requires them to use company aircraft for all air travel,
whether personal or business, as in the company’s business interest. In June
2005, the committee adopted a policy requiring a Vice Chairman to lease corpo-
rate aircraft from the company for any personal use in excess of $200,000 per
year and to pay the expenses of such personal flights up to the maximum estab-
lished under Federal Aviation Administration rules.
We require security personnel to have home security systems and back-up power
systems and to use a car service under certain circumstances. Moreover, if cir-
cumstances warrant, we may provide home security and back-up power systems
and car service for other senior executive officers. We believe that all of these
security costs are legitimate business expenses, but we also recognize that these
costs can be viewed as personal benefits. Accordingly, we are reporting these
costs as personal benefits for the named executive officers in the “Other Annual
Compensation” column in the table on page 34.
25

• Executive Compensation Policy Decisions
In addition to establishing the compensation elements described above, we have
adopted a number of policies to further the goals of our executive compensation
program, particularly with respect to strengthening the alignment of our execu-
tives’ interests with investors’ long-term interests.
1. Stock Ownership Requirement. Since 2002, we have maintained stock owner-
ship requirements for our senior executive officers, as follows:
The number of shares of GE stock that must be held is determined by multiplying
the executive’s annual base salary rate as of September 2002, when the require-
ment was adopted by the Board, or, for executives elected after September 2002,
their base salary rate effective with their promotion to a senior executive officer
position, by the applicable salary multiple shown above and dividing the result by
the average closing price of our stock during the immediately preceding 12
months. The number of shares to be held will change only if the executive is pro-
moted into a higher-level position. Mr. Immelt currently owns over 880,000 shares
of GE stock, more than satisfying his stock ownership requirement.
2. Stock Option Holding Period. Since 2002, our senior executive officers are
required to hold for at least one year the net shares of GE stock that they receive
by exercising stock options. For this purpose, “net shares” means the number of
shares obtained by exercising stock options, less the number of shares the execu-
tive sells: (a) to cover the exercise price of the options; (b) to pay the company
withholding taxes; and (c) to pay the brokerage firm’s commission.
3. Prohibition on Repricing Stock Options. Our long-standing policy is to prohibit
the repricing of stock options.
4. Employment and Severance Agreements. GE does not, in general, enter into
employment agreements with our senior executive officers. They serve at the will
of the Board. This enables the company to remove a senior executive officer prior
to retirement whenever it is in the best interests of the company, with full discre-
tion on any severance package (excluding vested benefits). Similarly, GE does not
enter into severance agreements with senior executive officers when they are
hired or promoted. On the rare occasion when a senior executive officer is
removed, the committee exercises its business judgment in approving an appro-
priate separation arrangement in light of all relevant circumstances, including the
individual’s term of employment, past accomplishments and reasons for separa-
tion from the company. The only exception to this policy we have made recently
is for Sir William M. Castell, the former CEO of Amersham plc, who became a sen-
26
Position Salary Multiple Time to Attain
CEO 6X 3 years
Vice Chairmen 5X 4 years
Senior VPs 4X 5 years

ior executive officer of GE when we acquired Amersham in April 2004. As part of
the acquisition, we entered into a two-year service agreement with Sir William
Castell, as described on page 20.
5. Shareowner Approval of Severance Benefits. If the Board were to agree to
pay severance benefits to any of the named executive officers, we would seek
shareowner approval of such benefits if: (i) the executive’s employment was termi-
nated prior to retirement for performance reasons; and (ii) the value of the pro-
posed severance benefits would exceed 2.99 times the sum of the executive’s
base salary and bonus. For this purpose, severance benefits would not include: (a)
any payments based on accrued pension benefits; (b) any payments of salary or
bonus amounts that had accrued at the time of termination; (c) any RSUs paid to
an executive who was terminated within two years prior to age 60; (d) any stock-
based incentive awards that had vested or would otherwise have vested within
two years following the executive’s termination; and (e) any retiree health, life or
other welfare benefits.
6. Tax Deductibility of Compensation. Section 162(m) of the Internal Revenue
Code of 1986, as amended, imposes a $1 million limit on the amount that a public
company may deduct for compensation paid to the company’s chief executive
officer or any of the company’s four other most highly compensated executive
officers who are employed as of the end of the year. This limitation does not apply
to compensation that meets the requirements under Section 162(m) for “qualify-
ing performance-based” compensation (i.e., compensation paid only if the individ-
ual’s performance meets pre-established objective goals based on performance
criteria approved by shareowners). For 2005, the committee’s grants of stock
options, RSUs and PSUs and the payments of annual bonuses and long-term per-
formance awards are designed to satisfy the requirements for deductible com-
pensation.
• Basis for Chief Executive Officer Compensation
In 2005, we increased Mr. Immelt’s annual salary rate by 10% to $3,300,000, his
first salary increase since April 2001, because of his strong performance over this
four-year period. As this new rate went into effect in the second quarter of 2005,
we paid Mr. Immelt $3,225,000 in base salary for 2005, a 7.5% increase over his
salary for 2004. We determined to pay Mr. Immelt’s 2005 bonus, which would nor-
mally be paid in cash, in performance share units (PSUs) this year, in light of Mr.
Immelt’s preference to receive his 2005 bonus in the form of an equity grant sub-
ject to performance conditions. Accordingly, we paid his 2005 bonus in the form
of 180,000 PSUs with a two-year performance period.
Except for the length of the performance period, these PSUs have the same terms
as those of all prior PSUs we have granted to Mr. Immelt. Half of the two-year
PSUs will convert into shares of GE stock only if GE’s cash flow from operating
activities, adjusted to exclude the effect of unusual events, has grown an average
of 10% or more per year over the two-year period from 2006 to 2007. Otherwise,
they will be cancelled. The remaining 90,000 PSUs will convert into shares of GE
27

stock only if GE’s total shareowner return meets or exceeds that of the S&P 500
over the two-year performance period. Otherwise, they will be cancelled. During
the performance period, Mr. Immelt will receive quarterly payments on each PSU
equal to GE’s quarterly per share dividends. When we granted him this bonus,
180,000 shares of GE stock had a market value of $5,990,400, which means that
these two-year PSUs had a grant date value of either zero, $2,995,200 or
$5,990,400, depending on whether neither, one or both performance criteria are
ultimately met.
We considered this level of pay and annual bonus appropriate because of Mr.
Immelt’s role in creating a culture of high performance with high integrity and in
leading the company to strong financial results in 2005:
– Continuing revenues increased 11% to $150 billion. Organic revenue growth
was 8%.
– Earnings from continuing operations grew 12% to $18.3 billion. Earnings in
the company’s six business segments grew 20% with at least 10% growth in
each. Industrial operating profit grew from 13.7% to 14.4%.
– Cash flow from operating activities was $21.6 billion, an increase of 42%.
Industrial cash flow grew 14%.
– Return on average total capital was 16.4%. Incremental return on invested
capital was 50%.
– GE remained one of only six “Triple-A” rated U.S. industrial companies, a
reflection of GE’s substantial financial strength.
In addition, we considered Mr. Immelt’s leadership in meeting the operational and
strategic goals established for him in the beginning of 2005, including driving
operational execution throughout the company, creating a higher value portfolio
of businesses, continuing GE’s high standards for risk management and compli-
ance, continuing to improve the organization and culture, leading the GE Board
and sustaining high levels of communication with investors. In this regard, under
Mr. Immelt’s leadership, GE continued to earn the respect of the business world,
ranking first in Fortune’s Most Admired List and second in the Financial Times
annual survey and being named “World’s Most Respected” by Barron’s in its first
poll of investors.
Because Mr. Immelt occupies the unique position of the CEO of GE, the committee
believes that his equity-based compensation should be focused entirely on incen-
tives for performance and alignment with investors. Consequently, since 2003, we
have not granted Mr. Immelt any stock options or RSUs or any other type of equi-
ty-based compensation designed to retain the executive by vesting over a period
of years. Instead, we have granted Mr. Immelt only equity-based compensation
that is tied directly to the company’s performance and is at risk.
In 2005, based on our evaluation of his leadership performance and his potential
to enhance long-term shareowner value and on our discussions with our compen-
sation expert about the appropriate size and terms of the incentive, we granted
28

Mr. Immelt 250,000 five-year PSUs. This was the only equity-based compensation
granted to Mr. Immelt in 2005. These PSUs have the same terms as the PSUs
granted to Mr. Immelt in 2004 and in 2003, except for the performance period.
Half of the PSUs granted in 2005 will convert into shares of GE stock only if GE’s
cash flow from operating activities, adjusted to exclude the effect of unusual
events, has grown an average of 10% or more per year over the five-year period
from 2005 through 2009. Otherwise, they will be cancelled. This requirement
underscores GE’s commitment to strong operating discipline, our triple-A rating,
the GE dividend and the share repurchase program. The remaining 125,000 PSUs
will convert into shares of GE stock only if GE’s total shareowner return meets or
exceeds that of the S&P 500 over the five-year performance period. Otherwise,
they will be cancelled. For this purpose, “total shareowner return” means the
cumulative total return on GE stock and the S&P 500 index, respectively, from
December 31, 2004 to December 31, 2009, calculated in the same manner as the
five-year performance graph on page 36 of this proxy statement. During the per-
formance period, Mr. Immelt will receive quarterly payments on each PSU equal to
GE’s quarterly per share dividends.
When these awards were granted last September, 250,000 shares of GE stock had
a market value of $8,617,500, which means that the PSUs had a grant date value
of either zero, $4,308,750 or $8,617,500, depending on whether neither, one or
both performance criteria are ultimately met. The full value of Mr. Immelt’s equity-
based compensation granted in 2005 is at risk.
Also for 2005: Mr. Immelt will receive the payout of his 2003–2005 long-term per-
formance award. In February 2003, Mr. Immelt was awarded a long-term per-
formance award that would pay him a multiple of his salary and annual bonus at
February 2003 (which was $7,325,000) if, for the 2003-to-2005 period, the compa-
ny met the performance goals established by the committee with respect to four
business measurements. Mr. Immelt would receive 100% of $7,325,000 if the
company met the threshold goals for all four business measurements, 200% of
this amount if the company met the target goals and 250% of this amount if the
company met the maximum goals. As discussed in more detail on pages 30–31,
the company exceeded the maximum goals for two of the four measurements
and the threshold goal for one of the four measurements. As a result, Mr. Immelt
will receive a payment of $11,686,900 from his 2003–2005 long-term perform-
ance award.
This report on executive compensation for 2005 is provided by the undersigned
members of the Management Development and Compensation Committee of the
Board of Directors.
Ralph S. Larsen (Chairman) Sam Nunn
Claudio X. Gonzalez Douglas A. Warner III
Andrea Jung
29

Contingent Long-Term Performance Awards
• Payout of 2003–2005 Award
In February 2003, the Management Development and Compensation Committee
granted contingent long-term performance awards under the GE 1990 Long-Term
Incentive Plan to select executives for the 2003–2005 period to provide a contin-
ued emphasis on specified financial performance goals that the committee con-
siders to be important contributors to long-term shareowner value. The awards
would be payable in 2006 only if the company achieved, on an overall basis for
the 2003–2005 period, specified goals for one or more of the following four busi-
ness 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 committee selected these performance goals
because they are the best measurements of the company's ability to compete
and grow, to efficiently use its financial capital to generate earnings and to pro-
duce cash to reinvest or return to shareowners—and as such, these goals are
aligned with our shareowners’ interests.
Each measurement was weighted equally, and payments would be made, based
on a multiple of the executives’ salary rate in effect in February 2003 and the
annual bonus awarded in February 2003 for the 2002 period, if the company
achieved any of the three goals (threshold, target or maximum) for any of the four
business measurements. For example, the select executives 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 would be prorated for performance falling between goals.
Here are the specific performance goals that the committee established in
February 2003 for the company’s select executives for the 2003–2005 period, and
the company’s performance during the period, as adjusted by the committee to
remove the effects of unusual events and the effect of pensions on income. The
committee believes that the incentives provided by these awards contributed to
our financial and operating performance for the 2003–2005 period.
2003–2005 Performance Goals and Performance
As shown in this table, the company’s average revenue growth rate and cumula-
tive cash generated for the three years from 2003 through 2005 exceeded the
maximum financial performance goals the committee set in 2003, and the com-
30
Goals Company
PerformanceMeasurement Threshold Target Maximum
Average Earnings per Share Growth 6.0% 10.0% 13.0% 9.1%
Average Revenue Growth Rate 4.0% 6.0% 8.0% 8.7%
Average Return on Total Capital 18.0% 20.0% 22.0% 17.1%
Cumulative Cash Generated $25.0 billion $30.0 billion $35.0 billion $43.8 billion

pany’s average earnings per share growth rate exceeded the threshold financial
performance goal. Because the company exceeded the committee’s maximum
goals in two of the four measurements, and the threshold goal in one of the four
measurements, payments of about $227 million will be made in March 2006 in
cash to the 274 select executives who received these awards. These payments
aggregate less than 65% of the total aggregate payments that would have been
made if the company had met all of the maximum performance goals that had
been set by the committee.
The value of this payout to the named executive officers is shown in the “LTIP
Payouts” column of the Summary Compensation Table on page 35.
• Terms of 2006–2008 Award
In February 2006, the Management Development and Compensation Committee
approved new contingent long-term performance awards to be made to the
approximately 600 select executives for the 2006–2008 period to provide a con-
tinued emphasis on specified financial performance goals which the committee
considers to be important contributors to long-term shareowner value. The
awards will be payable in 2009 only if the company achieves, on an overall basis
for the three-year 2006–2008 period, specified goals for one or more of the fol-
lowing 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 capi-
tal; and cumulative cash flow from operating activities. The committee selected
these performance goals because they are the best measurements of the compa-
ny's ability to compete and grow, to efficiently use its financial capital to generate
earnings and to produce cash to reinvest or return to shareowners—and as such,
these goals are aligned with our shareowners’ interests.
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 meas-
urements. For example, the select executives will receive only one-quarter of the
threshold payment if the company meets at the end of the three-year period only
a single threshold goal for a single measurement.
The awards are based on a multiple of the executive’s salary rate in effect in
February 2006 and the annual bonus awarded in February 2006 for the 2005 peri-
od, and will be subject to forfeiture if the executive’s employment terminates for any
reason other than disability, death, or retirement before December 31, 2008. For
purposes of the 2006–2008 long-term performance award, Mr. Immelt will be
credited with a 2005 annual bonus in the amount of $5,990,400, the grant date
market value of 180,000 PSUs.
The following table shows the multiple of the named executives’ salary rate and
bonus at February 2006 that would be payable in 2009 if the company precisely
attained the threshold, target or maximum goals set by the committee for the
2006–2008 period for all four business measurements. Payments will be prorated
31

for performance falling between goals. Because Mr. Dammerman and Mr.
Heineman retired at the end of 2005, and because Sir William Castell will retire in
April 2006, the committee did not make any contingent long-term performance
awards to these executives for the 2006–2008 period.
Potential Payments in 2009 as a Multiple of Salary and Annual Bonus at
February 2006
• Performance Share Units
In 2005, the Management Development and Compensation Committee granted
250,000 five-year performance share units (PSUs) to Jeffrey R. Immelt under the
GE 1990 Long-Term Incentive Plan. The committee also awarded him 180,000
two-year performance share units as his annual bonus for 2005. Both grants are
discussed in the Compensation Committee Report on pages 27–29 of this proxy
statement.
Stock Options
Over 36,000 current employees below the executive officer level hold one or more
stock option grants under a broad-based stock option/RSU program initiated in
1989. This program is a vital element of our drive to identify, develop and moti-
vate the high-potential leaders who will sustain our outstanding performance far
into the 21st century. It also reinforces in the company the entrepreneurial envi-
ronment and spirit of a small company by providing real incentives for these
employees to sustain and enhance GE’s long-term performance. The
Management Development and Compensation Committee believes that the supe-
rior performance of these individuals will contribute significantly to GE’s future
success.
The following tables provide information, for the five most highly paid executive
officers, on stock options granted last year; on previously granted stock options
exercised last year; and on stock option holdings at the end of 2005. Because Mr.
Dammerman and Mr. Heineman retired at the end of 2005, and because Sir
William will retire in April 2006, the committee did not make any stock option
awards to these executives in 2005.
32
Name Number of PSUs Performance Period
Jeffrey R. Immelt 250,000 2005 to 2009
180,000 2006 to 2007
Name of Executive
Performance
Period
Threshold
Payment
Target
Payment
Maximum
Payment
Jeffrey R. Immelt 1/06–12/08 .75X 1.5X 2.0X
Robert C. Wright 1/06–12/08 .75X 1.5X 2.0X

Stock Options Granted in 2005
1
This estimated hypothetical value is based on a Black-Scholes option pricing model pursuant to
Statement of Financial Accounting Standards No. 123R. We used the following assumptions in estimating
this value: potential option term, 6 years; forfeiture rate, 15%; risk-free rate of return, 4.07%; expected
volatility, 27.60%; and expected dividend yield, 2.55%.
Aggregated Stock Options Exercised in 2005, and December 31, 2005 Option
Value
1
Option values are based upon the difference between the grant prices of all options awarded in 2005
and prior years and the December 30, 2005 closing price for the company’s stock of $35.05 per share.
2
Messrs. Immelt, Wright and Heineman held these stock options for their full ten-year term before exer-
cising them. These executives are required to hold for at least one year the shares of GE stock that they
receive by exercising stock options, less the number of shares the executive sells to cover the exercise
price of the options, to pay the company withholding taxes and to pay the brokerage firm’s commission.
33
Individual Grants in 2005
Grant Date
Value
Name of Executive
Number of
Securities
Underlying
Options Granted
% of Total
Options
Granted to
Employees
Exercise
Price
per
Share
Expiration
Date
Grant Date
Present
Value
Jeffrey R. Immelt 0 -- -- -- --
Robert C. Wright 300,000 2.4% $34.47 9/16/15 $2,254,4771
Dennis D. Dammerman 0 -- -- -- --
Benjamin W. Heineman, Jr. 0 -- -- -- --
William M. Castell 0 -- -- -- --
Exercised in 2005 Unexercised at December 31, 2005
Name of Executive
Number of
Shares
Acquired
Upon
Exercise
$ Value
Realized
Number of Shares
Underlying
Unexercised Options
Value of Unexercised
In-the-Money Options
Exercisable
Un-
exercisable Exercisable
Un-
exercisable
Jeffrey R. Immelt 162,000 $ 3,821,450 3,137,000 600,000 $12,757,010 $3,200,000
Robert C. Wright 450,000 10,630,395 3,347,000 1,263,000 21,930,276 3,339,920
Dennis D. Dammerman 0 0 3,599,750 1,222,750 14,686,660 4,135,760
Benjamin W. Heineman, Jr. 270,000 6,616,944 1,365,350 304,150 10,386,485 1,021,776
William M. Castell 0 0 0 200,000 0 900,000
1
2
2
2

Summary Compensation Table
34
1
This column includes amounts reimbursed for the payment of taxes, primarily with respect to financial
counseling and tax preparation services, and the aggregate incremental cost of providing personal benefits
to the named executive officers. Personal benefits include: personal use of company aircraft; use of leased
car; financial counseling and tax preparation; home security and back-up power systems; car service; and
appliances (and, until October 2005, electronic products) provided in connection with the Executive Products
Program. The calculation of incremental cost for personal use of company aircraft includes only those vari-
able costs incurred as a result of personal flight activity and excludes non-variable costs, such as exterior
paint and interior refurbishment, which would have been incurred regardless of whether there was any per-
sonal use of the aircraft. Tax payments and personal benefits greater than 25% of the total amount of
perquisites are reported in the table below:
2
This column shows the value of restricted stock unit (RSU) awards based on the market price of GE stock
on the date of grant. The aggregate holdings and market value of performance share units (PSUs), restricted
stock and RSUs held on December 31, 2005 by the individuals listed in this table are: Mr. Immelt, 1,302,500
Name and
Principal Position in 2005 Year
Annual Compensation
Salary Bonus
Other Annual
Compensation1
Total Annual
Compensation
Jeffrey R. Immelt, 2005 $3,225,000 $ 07
$175,769 $3,400,769
Chairman of the Board and 2004 3,000,000 5,300,000 234,829 8,534,829
Chief Executive Officer 2003 3,000,000 4,325,000 257,514 7,582,514
Robert C. Wright, 2005 $2,500,000 $6,270,000 $213,569 $8,983,569
Vice Chairman of the Board 2004 2,500,000 5,700,000 440,125 8,640,125
and Executive Officer 2003 2,354,167 4,950,000 274,450 7,578,617
Dennis D. Dammerman, 2005 $2,300,000 $6,215,000 $391,569 $8,906,569
and Executive Officer 2003 2,266,667 5,060,000 496,399 7,823,066
Benjamin W. Heineman, Jr., 2005 $1,600,000 $3,435,000 $244,284 $5,279,284
Senior Vice President, 2004 1,533,333 3,125,000 81,980 4,740,313
Law and Public Affairs 2003 1,475,000 2,890,000 141,340 4,506,340
8
2005 $1,720,500 $2,967,863 $ 90,014 $4,778,377
and Executive Officer
William M. Castell,
Name Year
Personal Use
of Aircraft Leased Car
Home
Security Car Service Tax Payments
Immelt 2005 $ 95,134 -- -- -- $14,001
2004 160,670 -- -- -- 10,395
2003 177,878 -- -- -- 17,307
Wright 2005 $121,775 -- -- -- $20,299
2004 172,545 -- $169,694 -- 25,610
2003 147,865 -- -- -- 37,033
Dammerman 2005 $344,068 -- -- -- $ 2
2004 503,933 -- -- -- 4,089
2003 450,845 -- -- -- 0
Heineman 2005 $154,276 -- -- -- $16,555
2004 42,197 $23,563 -- -- 2,122
2003 42,679 -- $ 42,314 -- 10,660
Castell 2005 -- $27,837 -- $14,479 $44,170
2004 -- 23,275 -- 16,975 28,682

shares and units/$45,652,625; Mr. Dammerman, 929,507 shares and units/$32,579,220; Mr. Wright,
1,579,335 shares and units/$55,355,692; Mr. Heineman, 446,372 shares and units/$15,645,339; and Sir
William Castell, 200,000 units/$7,010,000. In 2004, Mr. Wright received 200,000 special RSUs, with restrictions
lapsing 25% per year over the four-year period from the date of grant. For a discussion of the restrictions on
the other RSUs, see pages 22–23. Dividends and dividend-equivalent payments are paid on restricted stock
and PSUs and RSUs, respectively.
3
These amounts represent the value of payouts pursuant to the long-term performance awards granted
in 2003 for the 2003–2005 performance period, which awards will be paid out in March 2006.
4
These amounts represent company matching contributions to the recipient’s 401(k) plan of 3.5% of pay
up to limits for such plans under IRS rules and related matching deferred incentive compensation credits of
3.5% of certain pay in excess of amounts eligible for matching under the 401(k) plan.
5
This compensation represents the difference between market interest rates determined pursuant to SEC
rules and the 9.5% to 14% interest contingently credited by the company on salary deferred by the execu-
tive officers under various salary deferral plans in effect between 1987 and 2003. Under all such plans, the
executive officers generally must remain employed by the company for at least four years following the
year of deferral, or retire after a full year of deferral, in order to obtain the stated interest rate. The execu-
tives listed in this table will not participate in any future salary deferral plans.
6
This column includes taxable payments made to executives to cover premiums for a universal life insur-
ance policy owned by the executive, which is provided to over 4,400 of the company’s executives, including
the named executives except for Sir William Castell.
7
The Compensation Committee determined to award Mr. Immelt 180,000 performance share units (PSUs) in
lieu of a bonus which is normally paid in cash, in light of Mr. Immelt’s preference to receive his 2005 bonus in
the form of an equity grant subject to performance conditions. The full value of the grant is at risk. These
PSUs had a grant date value of either zero, $2,995,200 or $5,990,400 (based on the market value of GE’s
stock on the date of the grant of the PSUs), depending on whether neither, one or both performance condi-
tions are ultimately met. See the Compensation Committee Report at pages 27-29 and the discussion and
table concerning PSUs at page 32.
8
Salary, bonus and certain personal benefits are paid to Sir William Castell in U.K. pounds sterling. 2005
amounts have been converted to U.S. dollars using the December 30, 2005 conversion rate of £1.00 to
$1.7205. 2004 amounts were converted to U.S. dollars using the December 31, 2004 conversion rate of
£1.00 to $1.9185. 35
Long-Term Compensation All Other Compensation
Awards Payouts Payments
Relating to
Employee
Savings Plan4
Above-Market
Earnings
on Deferred
Comp5
Value of
Supplemental
Life Insurance
Premiums6
Restricted
Stock Units2
Number of
Stock Options LTIP Payouts3
$ 0 0 $11,686,900 $ 205,650 $ 62,481 $ 57,070
0 0 0 180,675 55,832 42,809
0 0 0 173,300 49,899 31,965
$2,298,011 300,000 $11,094,100 $ 187,250 $463,825 $413,652
9,835,889 420,000 0 174,175 413,562 245,757
2,942,821 420,000 0 157,600 368,810 150,111
$ 0 0 $11,432,900 $ 179,350 $345,392 $232,507
3,878,289 510,000 0 169,075 309,510 179,875
3,573,421 510,000 0 160,700 277,384 122,513
$ 0 0 $ 6,656,500 $ 110,650 $256,564 $162,969
958,160 126,000 0 104,275 230,025 126,585
882,840 126,000 0 96,825 195,679 77,563
$ 0 0 $ 3,335,100 $ 0 $ 0 $ 0
0 200,000 0 0 0 38,587

Five-Year Financial Performance Graph: 2001–2005
Comparison of Five-Year Cumulative Total Return Among GE, S&P 500 and
Dow Jones Industrial Average
The annual changes for the five-year period shown in the graph on this page are
based on the assumption that $100 had been invested in GE stock, the Standard
& Poor’s 500 Stock Index and the Dow Jones Industrial Average on December 31,
2000 and that all quarterly dividends were reinvested at the average of the clos-
ing stock prices at the beginning and end of the quarter. The total cumulative dol-
lar returns shown on the graph represent the value that such investments would
have had on December 31, 2005.
As previously discussed on pages 28–29, starting in 2003, Mr. Immelt began
receiving PSUs with payment subject to the following conditions: GE’s cash flow
from operating activities must grow an average of 10% or more per year over the
five-year performance period; and GE’s total shareowner return, calculated on the
same basis as in the table above, must meet or exceed that of the S&P 500 over
the five-year performance period. In 2003, GE’s cash flow from operating activities
grew 28%; and GE’s total shareowner return was 31%, compared to 29% for the
S&P 500. In 2004, GE’s cash flow from operating activities grew 18%; and GE’s
total shareowner return was 21%, compared to 11% for the S&P 500. In 2005,
GE’s cash flow from operating activities grew 42%; and GE’s total shareowner
return was –1%, compared to 5% for the S&P 500.
36
2000 2001 2002 2003 2004 2005
$100 $85 $53 $69 $84 $82
DJIA
$111
GE
$82
S&P
$103
100 88 69 88 98 103
100
GE
S&P 500
DJIA 95 80 103 109 111
$0
$20
$40
$60
$80
$100
$120

Retirement Benefits
Employees are generally eligible to retire with unreduced benefits under com-
pany retirement plans at age 60 or later, and with Social Security benefits at
age 62 or later. The approximate annual retirement benefits provided under the
GE Pension Plan, the GE Supplementary Pension Plan, the GE Excess Benefit
Plan and Social Security for GE employees in higher salary classifications retir-
ing directly from the company at age 62 or later are shown in the table below.
Amounts shown as “earnings credited for retirement benefits” in this table repre-
sent the average annual covered compensation paid for the highest 36 consecu-
tive months out of the last 120 months prior to retirement. For 2005, covered
compensation for the individuals named in the table on page 34 is the same as
the total of their salary and bonus amounts shown in that table. As of February
1, 2006, the named executive officers had the following years of service with the
company: Mr. Immelt, 23 years; Mr. Dammerman, 38 years; Mr. Wright, 37 years;
and Mr. Heineman, 18 years. The approximate annual retirement benefits provid-
ed under company retirement plans are computed on a straight-life annuity
basis and are payable in fixed monthly payments for life, with a guaranteed min-
imum term of five years.
Estimated total annual retirement benefits under the GE Pension Plan,
the GE Supplementary Pension Plan, the GE Excess Benefit Plan and
Social Security
Note: The amounts shown above are applicable to employees retiring in 2006 at age 62 and assume the
employee was first eligible to participate in the GE Pension Plan before January 1, 2005.
37
Earnings credited for
retirement beneﬁts
Years of service at retirement
20 25 30 35 40
$3,000,000 $1,062,557 $1,323,801 $1,585,046 $1,800,000 $1,800,000
3,500,000 1,237,557 1,542,551 1,847,546 2,100,000 2,100,000
4,000,000 1,412,557 1,761,301 2,110,046 2,400,000 2,400,000
4,500,000 1,587,557 1,980,051 2,372,546 2,700,000 2,700,000
5,000,000 1,762,557 2,198,801 2,635,046 3,000,000 3,000,000
5,500,000 1,937,557 2,417,551 2,897,546 3,300,000 3,300,000
6,000,000 2,112,557 2,636,301 3,160,046 3,600,000 3,600,000
6,500,000 2,287,557 2,855,051 3,422,546 3,900,000 3,900,000
7,000,000 2,462,557 3,073,801 3,685,046 4,200,000 4,200,000
7,500,000 2,637,557 3,292,551 3,947,546 4,500,000 4,500,000
8,000,000 2,812,557 3,511,301 4,210,046 4,800,000 4,800,000
8,500,000 2,987,557 3,730,051 4,472,546 5,100,000 5,100,000
9,000,000 3,162,557 3,948,801 4,735,046 5,400,000 5,400,000

• Retirement Benefits for Sir William M. Castell
Because Sir William M. Castell joined GE as a result of the acquisition by GE of
Amersham plc, he participates in a different retirement plan from the other GE
executive officers. Pursuant to the terms of his service agreement, Sir William is
entitled upon termination of employment with GE to receive a pension calculated
on the same basis as if his employment with Amersham had continued, but based
on a total pension of 60% of his average base salary for the three years prior to his
termination of employment, with no actuarial reduction for receipt at the end of
the two-year employment period. This total pension amount includes pension
benefits earned by Sir William from his previous employments, and the amount of
GE’s contribution to this total pension amount will be increased in line with the
lower of 5% per year and increases in the UK Retail Prices Index. GE will also
provide continuing medical coverage for Sir William and his spouse in his retire-
ment. In addition, there is an entitlement after his death to a pension of two-thirds
of the total pension amount for his widow should she survive him.
GE has agreed to fully fund Sir William’s retirement plan upon his termination of
employment with GE. The pension amount payable by GE will be reduced by the
other pension benefits earned by Sir William from his previous employments. It will
also be reduced by the notional pension equivalent of £2,933,000, which sum was
paid by GE to Sir William in April 2004, with the intent to fully fund his pension with
respect to employment up to the completion of the Amersham acquisition. Based
on an average base salary of £886,667 as of April 12, 2006, the end of his two-year
employment period, Sir William’s total pension amount would equal approximately
£532,000 per year. As his other pension benefits and amounts funded by GE in
April 2004 would equal approximately £464,420 per year, the amount of pension
required to be provided by GE as of the end of his employment period would equal
approximately £67,580 per year. Consequently, GE will make payments during Sir
William’s employment period in such amounts so as to ensure that its contribution
to his total pension amount will be fully funded at the end of his two-year employ-
ment period. In December 2004, GE made a payment of £580,350 to fully fund Sir
William’s pension with respect to employment up to December 31, 2004, and in
January 2006, GE made a payment of £773,800 to fully fund Sir William’s pension
with respect to employment up to December 31, 2005.
Audit Committee Report
The Audit Committee reviews GE’s financial reporting process on behalf of the
Board. Management has the primary responsibility for establishing and maintain-
ing adequate internal financial controllership, for preparing the financial state-
ments and for the public reporting process. KPMG LLP, our company’s independent
auditor for 2005, is responsible for expressing opinions on the conformity of the
company’s audited financial statements with generally accepted accounting prin-
ciples and on management’s assessment of the effectiveness of the company’s
internal control over financial reporting. In addition, KPMG will express its own opin-
ion on the effectiveness of the company’s internal control over financial reporting.
38

In this context, the committee has reviewed and discussed with management and
KPMG the audited financial statements for the year ended December 31, 2005,
management’s assessment of the effectiveness of the company’s internal control
over financial reporting and KPMG’s evaluation of the company’s internal control
over financial reporting. The committee has discussed with KPMG the matters that
are required to be discussed by Statement on Auditing Standards No. 61
(Communication With Audit Committees). KPMG has provided to the committee
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the com-
mittee has discussed with KPMG that firm’s independence. The committee has
concluded that KPMG’s provision of audit and non-audit services to GE and its
affiliates is compatible with KPMG’s independence.
Based on the considerations referred to above, the committee recommended to
our Board of Directors that the audited financial statements for the year ended
December 31, 2005 be included in our Annual Report on Form 10-K for 2005. This
report is provided by the following independent directors, who constitute the
committee:
Douglas A. Warner III (Chairman) Robert W. Lane
James I. Cash, Jr. Robert J. Swieringa
Claudio X. Gonzalez
Independent Auditor
On behalf of GE and its affiliates, the Audit Committee of the Board retained KPMG
LLP to audit our consolidated financial statements and our internal control over
financial reporting for 2005 and to attest to management’s report on internal con-
trol over financial reporting. In addition, the Audit Committee retained KPMG, as
well as other accounting firms, to provide other auditing and advisory services in
2005. We understand the need for KPMG to maintain objectivity and independ-
ence in its audit of our financial statements and our internal control over financial
reporting. To minimize relationships that could appear to impair the objectivity of
KPMG, our Audit Committee has restricted the non-audit services that KPMG may
provide to us primarily to tax services and merger and acquisition due diligence
and audit services, and has determined that we would obtain even these non-
audit services from KPMG only when the services offered by KPMG are more
effective or economical than services available from other service providers, and,
to the extent possible, only after competitive bidding. It is also the committee’s
goal that the fees which the company pays KPMG for non-audit services should
not exceed the audit fees paid to KPMG, a goal which the company achieved in
2005 and 2004.
The Audit Committee has also adopted policies and procedures for pre-approving
all non-audit work performed by KPMG. Specifically, the committee has pre-
approved the use of KPMG for detailed, specific types of services within the fol-
lowing categories of non-audit services: merger and acquisition due diligence and
39

audit services; tax compliance and advisory services; employee benefit plan
audits; and reviews and procedures that the company requests KPMG to under-
take to provide assurances of accuracy on matters not required by laws or regu-
lations, such as agreed-upon procedures letters. In each case, the committee has
also set a specific annual limit on the amount of such services which the compa-
ny would obtain from KPMG, and has required management to report the specific
engagements to the committee on a quarterly basis and to obtain specific pre-
approval from the committee for any engagement over $500,000. Notwithstand-
ing the foregoing, any engagement of the independent auditor to provide internal
control-related services must be specifically pre-approved by the committee.
The aggregate fees billed by KPMG in 2005 and 2004 for these various services
were:
In the above table, in accordance with the SEC’s definitions and rules, “audit fees”
are fees that GE paid to KPMG for the audit of GE’s annual financial statements
included in the Form 10-K and review of financial statements included in the Form
10-Qs; for the audit of GE’s internal control over financial reporting with the objec-
tive of obtaining reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects; for the attestation
of management’s report on the effectiveness of internal control over financial
reporting; and for services that are normally provided by the auditor in connec-
tion with statutory and regulatory filings or engagements. “Audit-related fees” are
fees for assurance and related services that are reasonably related to the per-
formance of the audit or review of GE’s financial statements and internal control
over financial reporting, including services in connection with assisting the com-
pany in its compliance with its obligations under Section 404 of the Sarbanes-
Oxley Act and related regulations; “tax fees” are fees for tax compliance, tax
advice and tax planning; and “all other fees” are fees for any services not included
in the first three categories.
Our Audit Committee has adopted restrictions on our hiring of any KPMG partner,
director, manager, staff, advising member of the department of professional prac-
tice, reviewing actuary, reviewing tax professional and any other persons having
responsibility for providing audit assurance on any aspect of their certification of
the company’s financial statements. The committee also requires key KPMG part-
ners assigned to our audit to be rotated at least every five years.
40
Type of Fees 2005 2004
($ in millions)
Audit Fees $ 89.4 $ 78.2
Audit-Related Fees 11.4 15.5
Tax Fees 8.4 8.9
All Other Fees 0.0 0.0
Total $109.2 $102.6

Ratification of Selection of Independent Auditor
After an extensive review of KPMG’s performance on the GE audit, the Audit
Committee of the Board has selected KPMG LLP as the independent auditor to
perform the audit of our financial statements and our internal control over finan-
cial reporting for 2006. KPMG LLP was our independent auditor for the year ended
December 31, 2005. The firm is a registered public accounting firm.
KPMG representatives are expected to attend the 2006 Annual Meeting. They will
have an opportunity to make a statement if they desire to do so and will be avail-
able to respond to appropriate shareowner questions.
We are asking our shareowners to ratify the selection of KPMG LLP as our inde-
pendent auditor. Although ratification is not required by our By-Laws or otherwise,
the Board is submitting the selection of KPMG LLP to our shareowners for ratifica-
tion as a matter of good corporate practice. If the selection is not ratified, the
Audit Committee will consider whether it is appropriate to select another regis-
tered public accounting firm. Even if the selection is ratified, the Audit Committee
in its discretion may select a different registered public accounting firm at any
time during the year if it determines that such a change would be in the best
interests of the company and our shareowners.
Our Board of Directors recommends a vote FOR the following proposal:
RESOLVED: that the selection by the Audit Committee of the Board of Directors of
the firm of KPMG LLP, Stamford Square, Stamford, Connecticut, as independent
auditor for the company for the year 2006 is hereby ratified.
41

Shareowner Proposals
Some of the following shareowner proposals contain assertions about GE that we
believe are incorrect. We have not attempted to refute all these inaccuracies.
However, the Board of Directors has recommended a vote on each of these pro-
posals for the reasons set forth following each proposal. Share holdings of the vari-
ous shareowner proponents will be supplied upon oral or written request.
• Shareowner Proposal No. 1 – Cumulative Voting
Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W., Suite 215,
Washington, DC 20037, has notified us that she intends to present the following
proposal at this year’s meeting:
“RESOLVED: That the stockholders of General Electric, assembled in Annual
Meeting in person and by proxy, hereby request the Board of Directors to take the
necessary steps to provide for cumulative voting in the election of directors, which
means each stockholder shall be entitled to as many votes as shall equal the num-
ber of shares he or she owns multiplied by the number of directors to be elected,
and he or she may cast all of such votes for a single candidate, or any two or more
of them as he or she may see fit.
“REASONS: Many states have mandatory cumulative voting, so do National
Banks.
“In addition, many corporations have adopted cumulative voting.
“Last year the owners of 1,349,597,407 shares, representing approximately
19.7% of shares voting, voted FOR this proposal.
“If you AGREE, please mark your proxy FOR this resolution.”
Our Board of Directors recommends a vote AGAINST this proposal.
Like most major corporations, GE provides that each share of common stock is
entitled to one vote for each nominee for director. The Board believes that this vot-
ing system is most likely to produce an effective board of directors that will repre-
sent the interests of all the company’s shareowners, and it has served the compa-
ny well. The proposal would change this system by potentially allowing a small
shareowner group to have a disproportionate effect on the election of directors,
possibly leading to the election of directors who advocate the positions of the
groups responsible for their election rather than positions which are in the best
interests of all shareowners. Because each director oversees the management of
the company for the benefit of all shareowners, the Board believes that changing
the current voting procedure would not be in the best interests of all shareowners
and therefore recommends a vote against the proposal.
• Shareowner Proposal No. 2 – Curb Over-Extended Directors
William Steiner, 112 Abbottsford Gate, Piermont, NY 10968, has notified us that he
or his representative, John Chevedden, intends to present the following proposal at
this year’s meeting:
“RESOLVED: Curb Over-Extended Directors. Shareholders request that board
service for our Directors be limited to a total of 3 directorships. One exception
42

would be that fully-retired directors could serve on a maximum of 5 boards. These
provisions to be included in our bylaws if practicable
“Our company is in very complex and diverse businesses and consequently we
should expect our directors to have the time for a special commitment to our com-
pany — and not be overextended by excessive commitments to other companies.
Furthermore our 16-menber board is unwieldy due to its size and could thus drift
toward CEO-domination.
“Although our directors received 2004 and 2005 notice, in the form of share-
holder proposals, of our concern for their being over-extended, 3 of our directors
still served on 5 to 10 boards each in 2005. The 2005 edition of this proposal won
the highest vote of any 2005 GE shareholder proposal.
“GE Director Claudio Gonzalez was super-sized in over-extension with his 10
board seats reported in 2005. Mr. Gonzalez was also rated a ‘problem director’ by
The Corporate Library (TCL), an independent investment research firm in Portland,
Maine. Reason: Mr. Gonzalez chaired the executive compensation committee at
Home Depot, which received a CEO Compensation rating of ‘F’ by TCL.
Furthermore Mr. Gonzalez was an active CEO which connotes over-commitment
concerns by itself. Mr. Gonzalez was additionally over-committed with service on 3
of our board’s key Committees: Audit, Compensation and Nomination (Chairman
no less on our Compensation Committee).
“This is further compounded by Mr. Gonzalez’s Compensation and Nomination
committee service. This service could have contributing to our company’s ‘D’ rating
in CEO Compensation and ‘D’ rating in Board Composition by The Corporate
Library. Additionally, Mr. Gonzalez received 9-times the number of against votes at
our 2005 annual meeting compared to GE Director Ann Fudge. Ms. Fudge served
on one board.
“GE Director Samuel Nunn held 6 board seats, including four companies which
scored overall board effectiveness ratings of ‘D’ or ‘F’ in 2005 by The Corporate
Library: Chevron Corporation, Coca-Cola Company, Scientific-Atlanta and Total
System Services, Inc. Furthermore Mr. Nunn served on our Compensation
Committee rated ‘D.’
“GE Director James Cash held 5 board seats and was on our key audit commit-
tee. Thus 40% of our key Audit Committee members each held 5 or 10 board seats
each.
“‘Make sure that the directors aren’t so busy serving on other corporate boards
that they don’t have time for the company whose shares you own.’
“‘Take on the Street’ by Arthur Levitt, Chairman of the Securities and Exchange
Commission, 1993-2001
“Curb Over-Extended Directors
“Yes on 2”
In 2002, the Board approved its Governance Principles, which specify that directors
must be willing to devote sufficient time to carrying out their duties and responsi-
bilities effectively, and should be committed to serve on the Board for an extended
43

period of time. These principles, which are enclosed in the Appendix at pages
54–61, also provide that directors who serve as business CEOs or in equivalent
positions should not serve on more than two boards of public companies in addi-
tion to the GE Board, and other directors should not serve on more than four other
boards of public companies in addition to the GE Board. When the Board adopted
these principles, it permitted directors who then held positions in excess of these
limits to maintain those positions unless the Board determined that doing so would
impair the director’s service on the GE board. All of the GE directors have demon-
strated great commitments of time, energy and oversight to GE. The Board has
recently reaffirmed that those directors grandfathered at the time the Governance
Principles were adopted continue to serve with energy and distinction. The Board
believes that this proposal is unnecessary because the Board has adequately
addressed the concerns it raises and therefore recommends a vote against the
proposal.
• Shareowner Proposal No. 3 – One Director from the Ranks of Retirees
William J. Freeda, 58 Ruth Court, Wantagh, NY 11793, has notified us that he or his
representative, John Chevedden, intends to present the following proposal at this
year’s meeting:
“Resolved: One Director from the Ranks of Retirees. Shareholders recommend
that our Board of Directors adopt a policy that each year our Board nominate one
Director candidate for our Company’s Board of Directors who is a non-executive
retiree of our company.
“The substantial number of shares held by the 205,000 General Electric retirees
suggests that representation on the Board would be appropriate. A retiree would
bring a unique perspective along with increased balance to the Board’s delibera-
tions.
“Our former Chairman Jack Welch said that GE retirees are the largest block of
shareowners in our company. Consequently their interests are aligned with the
interests of our company. Accordingly the largest block of shareowners should be
represented on our board.
“By adopting this resolution, we will have the benefit of a director candidate
with independence from company management and simultaneously add to the
diversity of the Board.
“One Director from the Ranks of Retirees
“Yes on 3”
The Board’s Nominating and Corporate Governance Committee strives to have a
board representing diverse experience at policy-making levels in business, govern-
ment, education and technology, and in areas that are relevant to the company’s
global activities. With a board currently comprised of 11 independent directors out
of 15, from different professional and personal backgrounds, the Nominating and
Corporate Governance Committee believes it has achieved its objective for an
independent and diverse board. In selecting director nominees, the committee,
44

itself comprised wholly of independent directors, exercises its judgment in selecting
the best possible nominees to serve all of our shareowners, and not just a con-
stituency or faction. The committee screens all candidates for directorships in the
same manner, regardless of the source of the recommendation. In light of the
Board’s independence and diversity, we see no reason to change the current nomi-
nation process or to require the committee to select one director nominee from the
ranks of the company’s non-management retirees. We therefore recommend a
vote against this proposal.
• Shareowner Proposal No. 4 – Independent Board Chairman
Helen Quirini, 2917 Hamburg Street, Schenectady, NY 12303, has notified us that
she or her representative, John Chevedden, intends to present the following pro-
posal at this year’s meeting:
“RESOLVED: Stockholders request that our Board of Directors change our gov-
erning documents (Charter or Bylaws if practicable) to require that the Chairman of
our Board serve in that capacity only and have no management duties, titles, or
responsibilities. This proposal gives our company an opportunity to cure our
Chairman’s loss of independence should it occur after this proposal is adopted.
“When a person acts both as a company’s Chairman and its CEO, a vital sepa-
ration of power is eliminated — and we as the owners of our company are
deprived of both a crucial protection against conflicts of interest and also of a clear
and direct channel of communication to our company through our Chairman.
“54% Yes-Vote
“Twenty (20) shareholder proposals on this topic won an impressive 54% aver-
age yes-vote in 2005. The Council of Institutional Investors www.cii.org, whose
members have $3 trillion invested, recommends adoption of this proposal topic.
“Progress Begins with One Step
“It is important to take one step forward in our corporate governance and
adopt the above RESOLVED statement since our 2005 governance standards were
not impeccable. For instance in 2005 it was reported (and certain concerns are
noted):
“• The Corporate Library (TCL), an independent investment research firm in
Portland, Maine rated our company:
“‘D’ in Overall Board Effectiveness.
“‘D’ in Board Composition.
“‘D’ in CEO Compensation.
“Overall Governance Risk Assessment = High
“• We had no Independent Chairman — Independent oversight concern.
“• Cumulative voting was not allowed.
“• We had 16 directors — Unwieldy board concern and potential CEO domi-
nance.
“• There were too many active CEOs on our board (11) — Independence con-
cern and CEO over-commitment concern.
“• We had 4-insiders on our board — Independence concern.
45

“• Two directors has non-director relationships with our company —
Independence concern.
“Additionally:
“• Our directors could have $1 million donated to charity in their name –
Independence concern.
“• Two of our directors were rated ‘problem directors’ by The Corporate
Library:
“1) Mr. Gonzalez — because he chaired the executive compensation com-
mittee at Home Depot, which received a CEO Compensation rating of
‘F’ by TCL.
“2) Mr. Penske — because he was on Delphi’s Board, when Delphi filed for
Chapter 11 bankruptcy in 2005.
“I believe these correctable poor governance examples at our company rein-
force the reason to adopt the above RESOLVED statement to improve our gover-
nance and increase shareholder value.
“Moreover
“It is well to remember that at Enron, WorldCom, Tyco, and other legends of
mis-management and/or corruption, the Chairman also served as CEO. When a
Chairman runs a company as Chairman and CEO, the information given to direc-
tors may or may not be accurate. If a CEO wants to cover up improprieties and
directors disagree, with whom do they lodge complaints? The Chairman?
“Independent Board Chairman
“Yes on 4”
We believe that the corporate governance measures that we adopted in 2002
ensure that strong, independent directors continue to effectively oversee our man-
agement and to provide vigorous oversight of our key issues relating to strategy,
risk and integrity. As described in our Governance Principles, these measures
include the designation of an independent director to act as presiding director. The
presiding director presides at regular meetings of the non-management directors
without any members of management present. These meetings are scheduled at
least three times a year. The presiding director also advises on the selection of
committee chairs, advises on the agenda for board meetings and, with the CEO,
determines the nature and extent of information that should be provided to the
board. We believe that this is a more effective structure for ensuring effective over-
sight by an independent board than an independent chairman, and therefore rec-
ommend a vote against this proposal.
• Shareowner Proposal No. 5 – Director Election Majority Vote Standard
The United Brotherhood of Carpenters Pension Fund, 101 Constitution Avenue N.W.,
Washington, DC 20001, has notified us that it intends to present the following pro-
posal at this year’s meeting:
“Resolved: That the shareholders of General Electric Company (‘Company’)
hereby request that the Board of Directors initiate the appropriate process to
46

amend the Company’s certificate of incorporation to provide that director nomi-
nees shall be elected by the affirmative vote of the majority of votes cast at an
annual meeting of shareholders.
“Supporting Statement: Our Company is incorporated in New York. Among
other issues, New York corporate law addresses the issue of the level of voting sup-
port necessary for a specific action, such as the election of corporate directors.
New York law provides that unless a company’s certificate of incorporation pro-
vides otherwise, a plurality of all the votes cast at a meeting at which a quorum is
present is sufficient to elect a director. (New York State Consolidated Laws, Chapter
4, Article 6, Section 614(a) Vote of shareholders.)
“Our Company presently uses the plurality vote standard to elect directors. This
proposal requests that the Board initiate a change in the Company’s director elec-
tion vote standard to provide that nominees for the board of directors must receive
a majority of the vote cast in order to be elected or re-elected to the Board.
“We believe that a majority vote standard in director elections would give
shareholders a meaningful role in the director election process. Under the
Company’s current standard, a nominee in a director election can be elected with
as little as a single affirmative vote, even if a substantial majority of the votes cast
are ‘withheld’ from that nominee. The majority vote standard would require that a
director receive a majority of the vote cast in order to be elected to the Board.
“The majority vote proposal received high levels of support last year, winning
majority support at Advanced Micro Devices, Freeport McMoRan, Marathon Oil,
Marsh and McClennan, Office Depot, Raytheon, and others. Leading proxy advisory
firms recommended voting in favor of the proposal.
“Some companies have adopted board governance policies requiring director
nominees that fail to receive majority support from shareholders to tender their
resignations to the board. We believe that these policies are inadequate for they
are based on continued use of the plurality standard and would allow director
nominees to be elected despite only minimal shareholder support. We contend
that changing the legal standard to a majority vote is a superior solution that mer-
its shareholder support.
“Our proposal is not intended to limit the judgment of the Board in crafting the
requested governance change. For instance, the Board should address the status
of incumbent director nominees who fail to receive a majority vote under a majori-
ty vote standard and whether a plurality vote standard may be appropriate in
director elections when the number of director nominees exceeds the available
board seats.
“We urge your support for this important director election reform.”
The Board has adopted a majority vote policy for the election of directors in its
Governance Principles, which we believe provides an effective process to achieve
the proposal’s objective. Under this policy, in non-contested elections, if a GE direc-
tor fails to win a majority of affirmative votes for his or her election, the director
must immediately tender his or her resignation from the Board, and the Board will
47

decide, through a process managed by the Nominating and Corporate Governance
Committee and excluding the nominee in question, whether to accept the resigna-
tion at its next regularly scheduled Board meeting. Absent a compelling reason for
the director to remain on the Board, the Board will accept the resignation. The
Board’s explanation of its decision will be promptly disclosed on an SEC Form 8-K.
We believe that our policy gives shareowners a stronger role in the election of
directors by providing that, in the absence of a compelling reason, a director will
not continue to hold office if he or she fails to receive a majority of affirmative
votes at the annual meeting. We also believe that implementing this policy through
our Governance Principles is preferable to amending our certificate of incorpora-
tion for a number of reasons. Most importantly, our policy addresses the conse-
quence of an incumbent director nominee who fails to receive a majority vote. If
we were to put in place a majority election provision as requested under the pro-
posal, this incumbent director could continue to serve as a director, possibly until
the next annual meeting, unless we held a special election of directors. In contrast,
under our policy, this incumbent director would be required to submit his or her
resignation immediately, and through a process managed by the Nominating and
Corporate Governance Committee and excluding the nominee in question, the
Board would accept his or her resignation at its next regularly scheduled meeting
(which occurs no later than 60 days from the annual meeting) absent a compelling
reason for the director to remain on the Board, which would be publicly disclosed.
Our policy’s “compelling reason” standard means that the Board has the flexibility
to reject a resignation only in truly exceptional circumstances. Moreover, by imple-
menting this policy through our Governance Principles, we have been able to act
quickly on this emerging governance issue so that it is in place for the 2006 annual
meeting. We will continue to monitor developments in this area.
We believe that our majority vote policy demonstrates our accountability to the
company’s shareowners and ongoing commitment to good governance. We there-
fore recommend a vote against this proposal.
• Shareowner Proposal No. 6 – Report on Global Warming Science
Thomas J. Borelli, 173 Oakland Avenue, Eastchester, NY 10709, has notified us that
either he or his representative, Steven J. Milloy, intends to present the following
proposal at this year’s meeting:
“Whereas:
“GE’s main responsibility is to create shareholder value. Company policy should
be based on sound scientific and economic analyses and not appeasement of
external activist groups. Policy based on faulty analyses or external pressure may
reduce shareholder value. [See http://www.FreeEnterpriseActionFund.com.]
“Whereas:
“Calls to mitigate alleged manmade climate change rely on suppositions that
manmade greenhouse gas (GHG) emissions significantly impact global climate;
that such climate change will necessarily be undesirable; and that cost-effective
action can mitigate undesirable climate change.
48

“Whereas:
“The GE 2005 Citizenship Report states that GE strives to base its public policy
positions on sound facts, detailed analysis and consideration of competing values,
and that GHG emissions need to be reduced around the world.
“GE’s Ecomagination initiative is partly based on the supposition that human
activity harms global climate and that GHG emissions reductions will mitigate harm.
“Ecomagination’s public roll-out included the Word Resources Institute, an envi-
ronmental organization supporting GHG emission reductions.
“Resolved: That, by the 2006 annual shareholder meeting, the Board of Directors
report to shareholders on the scientific and economic analyses relevant to GE’s cli-
mate change policy, omitting proprietary information and at reasonable cost.
“This report should discuss the:
“1. Specific scientific data and studies relied on to formulate GE’s climate
change policy.
“2. Extent to which GE believes human activity will significantly alter global cli-
mate, whether such change is necessarily undesirable and whether a cost-
effective strategy for mitigating any undesirable change is practical.
“3. Estimates of costs and benefits to GE of its climate change policy.
“Supporting Statement:
“Climate varies significantly because of natural causes. [National Academy of
Sciences (NAS), Natural Climate Variability on Decade-to-Century Time Scales,
1995.] Twentieth century temperature trends do not correlate well with concurrent
trends in manmade GHG emissions. [Sallie Baliunas, Lecture #758, Heritage
Foundation, http://www.heritage.org/Research/EnergyandEnvironment/HL758.cfm.]
“The mathematical models that attempt to predict future climate change
resulting from manmade GHG emissions have not been validated against historical
climate data [NAS, Reconciling Observations of Global Temperature Change, 2000.]
No existing model predicts future global climate with certainty [NAS, Radiative
Forcing of Climate Change: Expanding the Concept and Addressing Uncertainties,
2005.]
“Warm periods are historically associated with human development and pros-
perity. The Vikings thrived in Greenland until the 14th century cold period known as
the ‘Little Ice Age,’ when they abandoned settlements because of encroaching sea
ice. The Little Ice Age persisted until the 19th Century and immediately preceded
the current warming trend. [NAS 1995.]
“The required GHG emission reductions of the Kyoto Protocol may ‘avoid’ just a
few hundredths of one degree Centigrade of warming through 2050 at an estimat-
ed cost of 0.2% to 2% of GDP per year. [United Nations, Third Assessment Report,
2001.]
“The U.S. Senate has rejected mandatory limits on manmade GHG emissions as
being too costly relative to uncertain benefits.”
GE’s ecomagination initiative is part of management’s strategy to respond to the
needs of GE customers for technological solutions to environmental regulatory
49

requirements; to address the growing market for products and services relating to
the provision of clean water for industrial and potable uses; and to meet consumer
and industrial demand (again driven in large part by regulatory requirements both
in the U.S. and, increasingly, globally) for energy-efficient products and power gen-
eration equipment, aircraft engines and locomotives that produce lower levels of
various regulated pollutants. Indeed, that GE products are lower-emitting, quieter,
more energy-efficient and meet or exceed government regulatory standards have
been decisive factors to our customers in producing sales in our aviation, con-
sumer and power generation businesses. Ecomagination is also a response to new
regulations around the world that, among other things, restrict the use of certain
raw materials (such as lead, cadmium and mercury) in products, and it also antici-
pates the increasing regulation of greenhouse gasses which is occurring around
the world and in some of the States in the U.S. In short, ecomagination is a busi-
ness strategy to respond to the needs of GE’s customers, to make the company’s
operations more efficient and ultimately to create and increase shareowner value.
However, contrary to what this proposal states, GE has not to date announced a
“climate change policy,” and we do not believe that GE’s resources are best spent
attempting to articulate a climate change policy or, as requested in the proposal,
publishing a report on the extent to which “human activity will significantly alter
global climate.” Therefore, the Board recommends a vote against this proposal.
50

Additional Information
• Shareowner Proposals for Inclusion in Next Year’s Proxy Statement
To be considered for inclusion in next year’s proxy statement, shareowner pro-
posals must be received at our principal executive offices no later than the close
of business on November 3, 2006. Proposals should be addressed to Brackett B.
Denniston III, Secretary, General Electric Company, 3135 Easton Turnpike,
Fairfield, Connecticut 06828.
• Other Shareowner Proposals for Presentation at Next Year’s Annual
Meeting
For any proposal that is not submitted for inclusion in next year’s proxy state-
ment, but is instead sought to be presented directly at the 2007 Annual Meeting,
SEC rules permit management to vote proxies in its discretion if we: (1) receive
notice of the proposal before the close of business on January 17, 2007 and
advise shareowners in the 2007 proxy statement about the nature of the matter
and how management intends to vote on such matter; or (2) do not receive notice
of the proposal prior to the close of business on January 17, 2007. Notices of
intention to present proposals at the 2007 Annual Meeting should be addressed to
Brackett B. Denniston III, Secretary, General Electric Company, 3135 Easton
Turnpike, Fairfield, Connecticut 06828.
• Voting Securities
Shareowners of record at the close of business on February 27, 2006 will be eligi-
ble to vote at the meeting. Our voting securities consist of our $0.06 par value
common stock, of which 10,640,566,526 shares were outstanding on February 1,
2006. Each share outstanding on the record date will be entitled to one vote.
Treasury shares are not voted. Individual votes of shareowners are kept private,
except as appropriate to meet legal requirements. Access to proxies and other
individual shareowner voting records is limited to the independent inspectors of
election and certain employees of GE and its agents who must acknowledge in
writing their responsibility to comply with this policy of confidentiality.
• Vote Required for Election and Approval
The 15 nominees for director receiving a plurality of the votes cast at the meeting
in person or by proxy shall be elected, subject to the Board’s majority vote policy
for the election of directors. All other matters require for approval the favorable
vote of a majority of shares voted at the meeting in person or by proxy. Under
New York law, abstentions and broker non-votes, if any, will not be counted as
votes cast. Therefore, they will have no effect on the outcome of the other mat-
ters to be voted on at the meeting.
• Manner for Voting Proxies
The shares represented by all valid proxies received by phone, by Internet or by
mail will be voted in the manner specified. Where specific choices are not indicat-
51

ed, the shares represented by all valid proxies received will be voted: (1) for the
nominees for director named earlier in this proxy statement; (2) for ratification of
the selection of the independent auditor; and (3) against the shareowner propos-
als described in this proxy statement. Should any matter not described above be
properly presented at the meeting, the persons named in the proxy form will vote
in accordance with their judgment. Pursuant to SEC rules, shares represented by
valid proxies will also be voted against the following proposal that we have
received from a shareowner who submitted the proposal too late for inclusion in
the proxy statement but has given us notice that he intends to present it at the
annual meeting. This proposal requests that the company “dispose of its fleet of
corporate jets” because, among other reasons, the “use of corporate jets is a most
expensive and fuel-inefficient method of travel.” Except for shareowner proposals
properly omitted from the proxy statement under SEC rules, the Board knows of
no other matters which may be presented to the meeting.
• Solicitation of Proxies
Proxies will be solicited on behalf of the Board of Directors by mail, telephone,
other electronic means or in person, and we will pay the solicitation costs. Copies
of proxy materials and of the annual report for 2005 will be supplied to brokers,
dealers, banks and voting trustees, or their nominees, for the purpose of soliciting
proxies from beneficial owners, and we will reimburse such record holders for
their reasonable expenses. Morrow & Co. has been retained to assist in soliciting
proxies at a fee of $30,000 plus distribution costs and other costs and expenses.
• Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires GE’s
directors and officers, and persons who beneficially own more than ten percent of
our common stock, to file initial reports of ownership and reports of changes in
ownership of our common stock and our other equity securities with the
Securities and Exchange Commission. As a practical matter, GE assists its direc-
tors and officers by monitoring transactions and completing and filing Section 16
reports on their behalf. In 2005, one transaction involving Claudio X. Gonzalez, a
director, was not timely reported on Form 4, and one transaction involving
Michael E. Pralle, a senior vice president, was not timely reported on Form 4.
• Shareowners of Record Requesting Copies of 2005 Annual Report
Shareowners who hold their shares directly with us and who previously have
elected not to receive an annual report for a specific account may request that
we promptly mail our 2005 annual report to that account by writing to GE
Shareowner Services, c/o The Bank of New York, P.O. Box 11402, New York, NY
10286-1402 or calling (800) 786-2543 (800-STOCK-GE) or (212) 815-3700. In addi-
tion, participants in GE’s Savings and Security Program may request copies of our
2005 annual report by calling GE’s Transaction Processing Center at (800) 432-
4313.
52

• Delivery of Documents to Shareowners Sharing an Address
If you are the beneficial owner, but not the record holder, of shares of GE stock,
your broker, bank or other nominee may only deliver one copy of this proxy state-
ment and our 2005 annual report to multiple shareowners who share an address
unless that nominee has received contrary instructions from one or more of the
shareowners. We will deliver promptly, upon written or oral request, a separate
copy of this proxy statement and our 2005 annual report to a shareowner at a
shared address to which a single copy of the documents was delivered. A share-
owner who wishes to receive a separate copy of the proxy statement and annual
report, now or in the future, should submit this request by writing to GE
Shareowner Services, c/o The Bank of New York, P.O. Box 11402, New York, NY
10286-1402 or calling (800) 786-2543 (800-STOCK-GE) or (212) 815-3700.
Beneficial owners sharing an address who are receiving multiple copies of proxy
materials and annual reports and who wish to receive a single copy of such
materials in the future will need to contact their broker, bank or other nominee to
request that only a single copy of each document be mailed to all shareowners at
the shared address in the future.
• Electronic Access to Proxy Statement and Annual Report
This proxy statement and our 2005 annual report may be viewed online at
www.ge.com/proxy06 and www.ge.com/annual05, respectively. If you are a
shareowner of record, you can elect to receive future annual reports and proxy
statements electronically by marking the appropriate box on your proxy form or
by following the instructions provided if you vote by Internet or by telephone. If
you choose this option, you will receive a proxy form in mid-March listing the
website locations and your choice will remain in effect until you notify us by mail
that you wish to resume mail delivery of these documents. If you hold your GE
stock through a bank, broker or another holder of record, refer to the information
provided by that entity for instructions on how to elect this option.
March 3, 2006
53

Appendix
Governance Principles
1. Role of Board and Management
GE’s business is conducted by its employees, managers and officers, under the
direction of the chief executive officer (CEO) and the oversight of the board, to
enhance the long-term value of the company for its shareowners. The board of
directors is elected by the shareowners to oversee management and to assure
that the long-term interests of the shareowners are being served. Both the board
of directors and management recognize that the long-term interests of shareown-
ers are advanced by responsibly addressing the concerns of other stakeholders
and interested parties including employees, recruits, customers, suppliers, GE
communities, government officials and the public at large.
2. Functions of Board
The board of directors has eight scheduled meetings a year at which it reviews
and discusses reports by management on the performance of the company, its
plans and prospects, as well as immediate issues facing the company. Directors
are expected to attend all scheduled board and committee meetings. In addition
to its general oversight of management, the board also performs a number of
specific functions, including:
a. selecting, evaluating and compensating the CEO and overseeing CEO suc-
cession planning;
b. providing counsel and oversight on the selection, evaluation, development
and compensation of senior management;
c. reviewing, monitoring and, where appropriate, approving fundamental
financial and business strategies and major corporate actions;
d. assessing major risks facing the company—and reviewing options for their
mitigation; and
e. ensuring processes are in place for maintaining the integrity of the com-
pany—the integrity of the financial statements, the integrity of compli-
ance with law and ethics, the integrity of relationships with customers and
suppliers, and the integrity of relationships with other stakeholders.
3. Qualifications
Directors should possess the highest personal and professional ethics, integrity
and values, and be committed to representing the long-term interests of the
shareowners. They must also have an inquisitive and objective perspective, practi-
cal wisdom and mature judgment. We endeavor to have a board representing
diverse experience at policy-making levels in business, government, education
and technology, and in areas that are relevant to the company’s global activities.
Directors must be willing to devote sufficient time to carrying out their duties and
54

responsibilities effectively, and should be committed to serve on the board for an
extended period of time. Directors should offer their resignation in the event of
any significant change in their personal circumstances, including a change in
their principal job responsibilities.
Directors who also serve as CEOs or in equivalent positions should not serve on
more than two boards of public companies in addition to the GE board, and other
directors should not serve on more than four other boards of public companies in
addition to the GE board. Current positions in excess of these limits may be main-
tained unless the board determines that doing so would impair the director’s serv-
ice on the GE board.
The board does not believe that arbitrary term limits on directors’ service are
appropriate, nor does it believe that directors should expect to be renominated
annually until they reach the mandatory retirement age. The board self-evalua-
tion process described below will be an important determinant for board tenure.
Directors will not be nominated for election to the board after their 73rd birthday,
although the full board may nominate candidates over 73 for special circum-
stances.
4. Independence of Directors
A majority of the directors will be independent directors, as independence is
determined by the board, based on the guidelines set forth below.
All future non-employee directors will be independent. GE seeks to have a mini-
mum of ten independent directors at all times, and it is the board’s goal that at
least two-thirds of the directors will be independent. Directors who do not satisfy
GE’s independence guidelines also make valuable contributions to the board and
to the company by reason of their experience and wisdom.
For a director to be considered independent, the board must determine that the
director does not have any direct or indirect material relationship with GE. The
board has established guidelines to assist it in determining director independence,
which conform to or are more exacting than the independence requirements in
the New York Stock Exchange listing requirements (NYSE rules). In addition to
applying these guidelines, the board will consider all relevant facts and circum-
stances in making an independence determination, and not merely from the
standpoint of the director, but also from that of persons or organizations with
which the director has an affiliation.
The board will make and publicly disclose its independence determination for
each director when the director is first elected to the board and annually there-
after for all nominees for election as directors. If the board determines that a
director who satisfies the NYSE rules is independent even though he or she does
not satisfy all of GE’s independence guidelines, this determination will be disclosed
and explained in the next proxy statement.
In accordance with the revised NYSE rules, independence determinations under
the guidelines in section (a) below will be based upon a director’s relationships
55

with GE during the 36 months preceding the determination. Similarly, independ-
ence determinations under the guidelines in section (b) below will be based upon
the extent of commercial relationships during the three completed fiscal years
preceding the determination.
a. A director will not be independent if:
i. the director is employed by GE, or an immediate family member is
an executive officer of GE;
ii. the director receives any direct compensation from GE, other than
director and committee fees and pension or other forms of
deferred compensation for prior service (provided such compensa-
tion is not contingent in any way on continued service);
iii. an immediate family member who is a GE executive officer
receives more than $100,000 per year in direct compensation
from GE;
iv. the director is affiliated with or employed by GE’s independent
auditor, or an immediate family member is affiliated with or
employed in a professional capacity by GE’s independent auditor;
or
v. a GE executive officer is on the compensation committee of the
board of directors of a company which employs the GE director or
an immediate family member as an executive officer.
b. A director will not be independent if, at the time of the independence
determination, the director is an executive officer or employee, or if an
immediate family member is an executive officer, of another company
that does business with GE and the sales by that company to GE or pur-
chases by that company from GE, in any single fiscal year during the
evaluation period, are more than the greater of one percent of the annual
revenues of that company or $1 million.
c. A director will not be independent if, at the time of the independence
determination, the director is an executive officer or employee, or an
immediate family member is an executive officer, of another company
which is indebted to GE, or to which GE is indebted, and the total amount
of either company’s indebtedness to the other at the end of the last com-
pleted fiscal year is more than one percent of the other company’s total
consolidated assets.
d. A director will not be independent if, at the time of the independence
determination, the director serves as an officer, director or trustee of a
charitable organization, and GE’s discretionary charitable contributions to
the organization are more than one percent of that organization’s total
annual charitable receipts during its last completed fiscal year. (GE’s auto-
matic matching of employee charitable contributions will not be included
in the amount of GE’s contributions for this purpose.)
56

5. Size of Board and Selection Process
The directors are elected each year by the shareowners at the annual meeting of
shareowners. Shareowners may propose nominees for consideration by the nom-
inating and corporate governance committee by submitting the names and sup-
porting information to: Secretary, General Electric Company, 3135 Easton
Turnpike, Fairfield, CT 06828. The board proposes a slate of nominees to the
shareowners for election to the board. The board also determines the number of
directors on the board provided that there are at least 10. Between annual share-
owner meetings, the board may elect directors to serve until the next annual
meeting. The board believes that, given the size and breadth of GE and the need
for diversity of board views, the size of the board should be in the range of 13 to
17 directors.
6. Board Committees
The board has established the following committees to assist the board in dis-
charging its responsibilities: (i) audit; (ii) management development and compen-
sation; (iii) nominating and corporate governance; and (iv) public responsibilities.
The current charters and key practices of these committees are published on the
GE website, and will be mailed to shareowners on written request. The committee
chairs report the highlights of their meetings to the full board following each
meeting of the respective committees. The committees occasionally hold meet-
ings in conjunction with the full board. For example, it is the practice of the audit
committee to meet in conjunction with the full board in February so that all direc-
tors may participate in the review of the annual financial statements and
Management’s Discussion and Analysis of Financial Condition and Results of
Operations for the prior year and financial plans for the current year.
7. Independence of Committee Members
In addition to the requirement that a majority of the board satisfy the independ-
ence standards discussed in section 4 above, members of the audit committee
must also satisfy an additional NYSE independence requirement. Specifically, they
may not accept directly or indirectly any consulting, advisory or other compensa-
tory fee from GE or any of its subsidiaries other than their directors’ compensa-
tion. As a matter of policy, the board will also apply a separate and heightened
independence standard to members of both the management development and
compensation committee and the nominating and corporate governance com-
mittee. No member of either committee may be a partner, member or principal of
a law firm, accounting firm or investment banking firm that accepts consulting or
advisory fees from GE or any of its subsidiaries.
8. Meetings of Non-Employee Directors
The board will have at least three regularly scheduled meetings a year for the
non-employee directors without management present. The directors have deter-
mined that the chairman of the management development and compensation
committee will preside at such meetings, and will serve as the presiding director in
57

performing such other functions as the board may direct, including advising on
the selection of committee chairs and advising management on the agenda for
board meetings. The non-employee directors may meet without management
present at such other times as determined by the presiding director.
9. Self-Evaluation
As described more fully in the key practices of the nominating and corporate gov-
ernance committee, the board and each of the committees will perform an annu-
al self-evaluation. Each November, each director will provide to an independent
governance expert his or her assessment of the effectiveness of the board and its
committees, as well as director performance and board dynamics. The individual
assessments will be organized and summarized by this independent governance
expert for discussion with the board and the committees in December.
10. Setting Board Agenda
The board shall be responsible for its agenda. At the December board meeting,
the CEO and the presiding director will propose for the board’s approval key
issues of strategy, risk and integrity to be scheduled and discussed during the
course of the next calendar year. Before that meeting, the board will be invited to
offer its suggestions. As a result of this process, a schedule of major discussion
items for the following year will be established. Prior to each board meeting, the
CEO will discuss the other specific agenda items for the meeting with the presid-
ing director, who shall have authority to approve the agenda for the meeting. The
CEO and the presiding director, or committee chair as appropriate, shall determine
the nature and extent of information that shall be provided regularly to the direc-
tors before each scheduled board or committee meeting. Directors are urged to
make suggestions for agenda items, or additional pre-meeting materials, to the
CEO, the presiding director, or appropriate committee chair at any time.
11. Ethics and Conflicts of Interest
The board expects GE directors, as well as officers and employees, to act ethically
at all times and to acknowledge their adherence to the policies comprising GE’s
code of conduct set forth in the company’s integrity manual, “The Spirit & The
Letter”. GE will not make any personal loans or extensions of credit to directors or
executive officers, other than consumer loans or credit card services on terms
offered to the general public. No non-employee director may provide personal
services for compensation to GE, other than in connection with serving as a GE
director. The board will not permit any waiver of any ethics policy for any director
or executive officer. If an actual or potential conflict of interest arises for a director,
the director shall promptly inform the CEO and the presiding director. If a signifi-
cant conflict exists and cannot be resolved, the director should resign. All directors
will recuse themselves from any discussion or decision affecting their personal,
business or professional interests. The board shall resolve any conflict of interest
question involving the CEO, a vice chairman or a senior vice president, and the
CEO shall resolve any conflict of interest issue involving any other officer of the
company.
58

12. Reporting of Concerns to Non-Employee Directors or the Audit
Committee
The audit committee and the non-employee directors have established the follow-
ing procedures to enable anyone who has a concern about GE’s conduct, or any
employee who has a complaint about the company’s accounting, internal
accounting controls or auditing matters, to communicate that concern directly to
the presiding director, to the non-employee directors or to the audit committee.
Such communications may be confidential or anonymous, and may be e-mailed,
submitted in writing or reported by phone to special addresses and a toll-free
phone number that are published on the company’s website. All such communi-
cations shall be promptly reviewed by GE’s ombudsman, and any concerns relat-
ing to accounting, internal controls, auditing or officer conduct shall be sent
immediately to the presiding director and to the chair of the audit committee. All
concerns will be reviewed and addressed by GE’s ombudsman in the same way
that other concerns are addressed by the company. The status of all outstanding
concerns addressed to the non-employee directors, the presiding director or the
audit committee will be reported to the presiding director and the chair of the
audit committee on a quarterly basis. The presiding director or the audit commit-
tee chair may direct that certain matters be presented to the audit committee or
the full board and may direct special treatment, including the retention of outside
advisors or counsel, for any concern addressed to them. The company’s integrity
manual prohibits any employee from retaliating or taking any adverse action
against anyone for raising or helping to resolve an integrity concern.
13. Compensation of the Board
The nominating and corporate governance committee shall have the responsibili-
ty for recommending to the board compensation and benefits for non-employee
directors. In discharging this duty, the committee shall be guided by three goals:
compensation should fairly pay directors for work required in a company of GE’s
size and scope; compensation should align directors’ interests with the long-term
interests of shareowners; and the structure of the compensation should be simple,
transparent and easy for shareowners to understand. As discussed more fully in
the key practices of the nominating and corporate governance committee, the
committee believes these goals will be served by providing 40% of non-employee
director compensation in cash and 60% in deferred stock units. At the end of each
year, the nominating and corporate governance committee shall review non-
employee director compensation and benefits.
14. Succession Plan
The board shall approve and maintain a succession plan for the CEO and senior
executives, based upon recommendations from the management development
and compensation committee.
59

15. Annual Compensation Review of Senior Management
The management development and compensation committee shall annually
approve the goals and objectives for compensating the CEO. That committee shall
evaluate the CEO’s performance in light of these goals before setting the CEO’s
salary, bonus and other incentive and equity compensation. The committee shall
also annually approve the compensation structure for the company’s officers, and
shall evaluate the performance of the company’s senior executive officers before
approving their salary, bonus and other incentive and equity compensation.
16. Access to Senior Management
Non-employee directors are encouraged to contact senior managers of the com-
pany without senior corporate management present. To facilitate such contact,
non-employee directors are expected to make two regularly scheduled visits to
GE businesses a year without corporate management being present.
17. Access to Independent Advisors
The board and its committees shall have the right at any time to retain independ-
ent outside auditors and financial, legal or other advisors, and the company shall
provide appropriate funding, as determined by the board or any committee, to
compensate such independent outside auditors or advisors, as well as to cover
the ordinary administrative expenses incurred by the board and its committees in
carrying out their duties.
18. Director Education
The general counsel and the chief financial officer shall be responsible for provid-
ing an orientation for new directors. Each new director shall, within three months
of election to the board, spend a day at corporate headquarters for personal
briefing by senior management on the company’s strategic plans, its financial
statements, and its key policies and practices. In addition, directors shall be pro-
vided with continuing education on subjects that would assist them in discharging
their duties, including regular programs on GE’s financial planning and analysis,
compliance and corporate governance developments; business-specific learning
opportunities through site visits and Board meetings; and briefing sessions on top-
ics that present special risks and opportunities to the company.
19. Policy on Poison Pills
The term “poison pill” refers to the type of shareowner rights plan that some com-
panies adopt to make a hostile takeover of the company more difficult. GE does
not have a poison pill and has no intention of adopting a poison pill because a
hostile takeover of a company of our size is impractical and unrealistic. However,
if GE were ever to adopt a poison pill, the board would seek prior shareowner
approval unless, due to timing constraints or other reasons, a committee consist-
ing solely of independent directors determines that it would be in the best inter-
ests of shareowners to adopt a poison pill before obtaining shareowner approval.
If the GE board of directors were ever to adopt a poison pill without prior share-
60

owner approval, the board would either submit the poison pill to shareowners for
ratification, or would cause the poison pill to expire, without being renewed or
replaced, within one year.
20. Majority Vote Requirement
In any non-contested election of directors, any director nominee who receives a
greater number of votes “withheld” from his or her election than votes “for” such
election shall immediately tender his or her resignation, and the Board will decide,
through a process managed by the Nominating and Corporate Governance
Committee and excluding the nominee in question, whether to accept the resig-
nation at its next regularly scheduled Board meeting. Absent a compelling reason
for the director to remain on the Board, the Board shall accept the resignation.
The Board’s explanation of its decision shall be promptly disclosed on Form 8-K
filed with the Securities and Exchange Commission.
21. Stock Ownership Requirement
All non-employee directors are required to hold at least $500,000 worth of GE
stock and/or deferred stock units while serving as a director of GE. Directors will
have five years to attain this ownership threshold.
61

[This page intentionally left blank.]
62

[This page intentionally left blank.]
63

GE Annual Meeting of Shareowners
10:00 a.m., April 26, 2006
Pennsylvania Convention Center
1101 Arch Street
Philadelphia, Pennsylvania 19107-2299
Advance Registration
In accordance with GE’s security procedures, an admission card will be required
to enter the GE annual meeting. Please follow the advance registration instruc-
tions below and an admission card will be mailed to you. Upon arrival at the
annual meeting, you will be asked to present your admission card and appropri-
ate picture identification to enter the meeting.
Attendance at the annual meeting is limited to GE shareowners, members of their
immediate family or their named representatives. We reserve the right to limit the
number of representatives who may attend the meeting.
• If you hold your GE shares directly with the company and you plan to
attend the annual meeting, please follow the advance registration instruc-
tions on the top portion of your proxy form, which was included in the mail-
ing from the company.
• If your GE shares are held for you in a brokerage, bank or other institu-
tional account and you wish to attend the annual meeting, please send an
annual meeting advance registration request containing the information list-
ed below to:
GE Shareowner Services
P.O. Box 3711
Albany, NY 12203
Please include the following information:
• Your name and complete mailing address
• The name(s) of any family members who will accompany you
• If you will be naming a representative to attend the meeting on your
behalf, the name, address and phone number of that individual
• Proof that you own GE shares (such as a letter from your bank or broker
or a photocopy of a current brokerage or other account statement)
If you have questions regarding admission to the annual meeting, please
visit our website at www.ge.com/investor or call GE Shareowner Services at
1-800-STOCK-GE. If you are outside the U.S., you can call GE Shareowner
Services at (212) 815-3700.
Attendance at GE’s 2006 Annual Meeting will be limited to persons presenting
an admission card and picture identification. To obtain an admission card,
please follow the advance registration instructions above.
64

GE# 2006 Proxy Statement

More Related Content

What's hot (13)

Viewers also liked (17)

Similar to GE# 2006 Proxy Statement (20)

More from finance1 (20)

Recently uploaded (20)

GE# 2006 Proxy Statement