exhibit41.htm


    Exhibit
4.1

    


    First
Restatement of the

    General
Electric International Employee Stock Purchase Plan

    


    SECTION
1. PURPOSE.

    


    The
purpose of this General Electric International Employee Stock Purchase Plan (the
“Plan”) is to provide Eligible Employees of General Electric Company (the
“Company”) and other Participating Companies with an opportunity to acquire a
proprietary interest in the Company by the purchase of Common Stock, to generate
an increased incentive to contribute to the Company’s future success and
prosperity, thus enhancing the value of the Company for the benefit of its share
owners, and to enhance the ability of the Participating Companies to attract and
retain qualified individuals. In addition, this Plan authorizes the grant of
Purchase Rights and issuance of Common Stock pursuant to sub-plans adopted by
the Committee.

    


    SECTION
2. DEFINITIONS.

    


    As used
in the Plan, the following terms shall have the meanings set forth
below:

    


    (a)
“Account” means a memorandum account maintained on behalf of a Participant for
the purpose of recording, as a bookkeeping entry, the Participant’s
contributions for a calendar month pending investment in Stock.

    


    (b)
“Affiliate” means any entity in which the Company has more than 50% direct or
indirect ownership.

    


    (c)
“Board” means the Board of Directors of the Company.

    


    (d)
“Committee” means a committee appointed by the Board or any officers or
employees designated by the Board to administer the Plan, acting in accordance
with the provisions of Section 3 of the Plan.

    


    (e)
“Common Stock” means the common stock of the Company, par value $0.06 per share.
“Shares” or “Stock” shall have the same meaning.

    


    (f)
“Compensation” means base salary or wages and shift pay paid by a Participating
Company and excludes commissions, overtime, severance pay, bonuses and all other
forms of remuneration, unless approved by the Committee.

    


    (g)
"Eligible Employee" means an individual who is: (1) classified by a
Participating Company on its payroll records as an employee and (2) regularly
employed by the Participating Company in a country other than the United States
that has been designated for participation in the Plan by the Committee. The
Committee may impose restrictions on eligibility and participation of
individuals who are officers and directors to facilitate compliance with U.S.
federal or U.S. state securities laws, foreign laws, stock exchange requirements
or U.S. accounting rules. For purposes of the Plan, the employment relationship
shall be treated as continuing intact while an individual is on sick leave or
other leave of absence approved by the Participating Company, provided the leave
does not exceed 90 days, or, if longer, the period during which the individual’s
right to reemployment is guaranteed either by statute or contract.

    


    (h)
“Offering Period” means the calendar quarter, except that the Committee may
designate another period in any case it deems appropriate.

    


    (i)
“Participant” means an Eligible Employee who is participating in the
Plan.

    


    (j)
“Participating Company” means the Company and any Affiliate with individuals
regularly employed outside the United States in a country that has been
designated for participation in the Plan by the Committee.

    


    (k)
“Person” means any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, or government or
political subdivision thereof.

    


    (l)
“Purchase Price” means the closing price of the Stock on the last New York Stock
Exchange (“NYSE”) trading day of the calendar month.

    


    (m)
“Purchase Right” means a Participant’s right to purchase Stock during a calendar
month.

    


    SECTION
3. ADMINISTRATION.

    


    The Plan
shall be administered by a Committee appointed by the Board consisting of at
least two members who may be removed by the Board at any time. The Committee
will have the authority and responsibility for the overall administration of the
Plan, including the authority and responsibility specifically provided in this
Plan and any additional duties, responsibilities and authority delegated to the
Committee by the Board. The Committee, in its sole discretion, shall have full
power and authority to: (1) promulgate any rules and regulations which it deems
necessary for the proper administration of the Plan, (2) interpret the
provisions, adjudicate claims, resolve ambiguities and supervise the
administration of the Plan, (3) make factual determinations relevant to Plan
administration, (4) adopt sub-plans applicable to specified Participating
Companies or locations, and (5) take all action in connection with
administration of the Plan as it deems necessary or advisable consistent with
the delegation from the Board. The Committee may delegate to one or more Persons
any of its duties, responsibilities or authority contained in any provisions of
this Plan or delegated to it by the Board. Decisions of the Board, the Committee
and its delegates shall be final and binding upon all Participants. No Board or
Committee member or their delegate shall be liable for any action or
determination made in good faith with respect to the Plan, any sub-plan, or any
Purchase Right granted hereunder.

    


    SECTION
4. SHARES AVAILABLE FOR THE PLAN.

    


    (a)
SHARES AVAILABLE. Subject to adjustment as provided below, the total number of
Shares reserved and available for issuance or which may be otherwise acquired
upon exercise of Purchase Rights under this Plan (including any sub-plans) will
be 50 million. If the number of Shares with respect to which Purchase Rights are
to be exercised exceeds the number of Shares then available under the Plan, a
pro rata allocation of the Shares remaining available for purchase shall be made
in as uniform a manner as practicable. Any Shares delivered under the Plan may
consist in whole or in part, of authorized and unissued Shares or treasury
Shares or Shares purchased on the open market.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (b)
ADJUSTMENTS. In the event that the Committee shall determine that any dividend
or other distribution (whether in the form of cash, Shares, other securities or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (1) the number and type of Shares
which thereafter may be made the subject of Purchase Rights, (2) the number and
type of Shares subject to outstanding Purchase Rights, and (3) the price with
respect to any Purchase Right.

    


    (c)
CORPORATE TRANSACTIONS. In the event of the proposed liquidation or dissolution
of the Company, the Offering Period then in progress will terminate immediately
prior to the consummation of such proposed liquidation or dissolution, unless
otherwise provided by the Committee in its sole discretion, and all outstanding
Purchase Rights shall automatically terminate and any unapplied payroll
deductions will be refunded without matching contributions or
interest.

    


    In the
event of a proposed sale of all or substantially all of the assets of the
Company, or the merger or consolidation of the Company with or into another
Person, then in the sole discretion of the Committee, (1) each Purchase Right
shall be assumed or an equivalent purchase right shall be substituted by the
successor, (2) a date established by the Committee on or before the date of
consummation of such merger, consolidation or sale shall be treated as a
purchase date, and all outstanding Purchase Rights shall be deemed exercisable
on such date or (3) all outstanding Purchase Rights shall terminate and any
unapplied payroll deductions will be refunded without matching contributions or
interest.

    


    SECTION
5. ELIGIBILITY.

    


    (a)
COUNTRIES. The Committee, in its sole discretion, shall designate the countries
that will participate in the Plan. As part of that designation, the Committee
will also establish an initial Offering Period (or Offering Periods) for each
designated country. All Affiliates within a designated country shall adopt the
Plan (and, where appropriate, a sub-plan) and shall commence participation as of
the start of the applicable initial Offering Period (or as soon as
administratively practicable thereafter).

    


    (b)
EMPLOYEES. The Plan is only available to Eligible Employees. Notwithstanding any
provision of the Plan to the contrary, any individual who is not classified by
the Participating Company on its payroll records as an employee (including, but
not limited to, an individual classified by the Participating Company as an
independent contractor or a non-employee consultant, an individual who is
performing services for a Participating Company through a leasing or employment
agency, or an employee of an entity other than a Participating Company) shall
not be eligible to participate in the Plan, even if such classification is
determined to be erroneous, or is retroactively revised by a governmental
agency, by court order or as a result of litigation, or otherwise. In addition,
to the extent required by applicable law, employees who are represented by a
Works Council or Union representative, shall only be eligible to participate to
the extent authorized or permitted by such representative.

    


    SECTION
6. ENROLLMENT AND CONTRIBUTIONS.

    


    (a)
OFFERING PERIODS. Except as otherwise set forth below, the Plan shall be
implemented through consecutive Offering Periods.

    


    (b)
ENROLLMENT. In order to participate, an Eligible Employee must enroll in the
Plan in accordance with established administrative procedures. An individual who
becomes an Eligible Employee during an Offering Period may not participate
during that Offering Period (but may participate in subsequent Offering Periods
to the extent the applicable requirements are satisfied for those
periods).

    


    (c)
ELECTION CHANGES. Participant elections for one Offering Period will carry over
to subsequent Offering Periods, unless changed (or unless contributions stop
under (d)). A Participant may decrease the amount of contributions, and may stop
contributing altogether, during an Offering Period. A Participant may not
increase contributions during an Offering Period (which also means that a
Participant who stops contributing during an Offering Period may not contribute
for the rest of that period). Election changes must be made in accordance with
established administrative procedures, and will not result in refunds of any
previous contributions.

    


    (d)
STATUS CHANGES. Contributions (and matches) stop when (1) a Participant
terminates employment with the Participating Company for any reason, including
but not limited to retirement, disability, death, transfer to an Affiliate that
is not a Participating Company or (2) the Participant otherwise stops being an
Eligible Employee. If contributions stop under this provision, any unapplied
payroll deductions will be used to purchase Shares, and contributions will not
resume until the individual again becomes an Eligible Employee and enrolls in
the Plan.

    


    (e)
PARTICIPANT CONTRIBUTIONS. The amount of contributions with respect to the Plan
for any Participant during any pay period shall not exceed ten percent (10%) of
the Participant's Compensation for such pay period. Amounts shall be contributed
in whole percentages only.

    


    (f)
MATCHING CONTRIBUTIONS. A match (in Shares) shall be provided equal to fifteen
percent (15%) of the number of Shares purchased with the Participant's
contributions.

    


    SECTION
7. PURCHASES OF STOCK.

    


    (a)
PURCHASE RIGHTS. Enrollment in the Plan for any Offering Period by a Participant
will constitute the grant of a Purchase Right to such Participant for each
calendar month within the Offering Period (but only to the extent the
Participant remains an Eligible Employee during each such month).

    


    (b)
PAYMENT OF PURCHASE PRICE. Shares that are acquired pursuant to the exercise of
a Purchase Right shall be paid for by payroll deductions from the Participant's
Compensation. All payroll deductions made with respect to a Participant shall be
credited to the Participant’s Account under the Plan, but no amounts shall
actually be segregated from the general assets of the Participating Companies
and Accounts shall not earn interest.

    


    (c)
EXERCISE OF PURCHASE RIGHT. As of the last NYSE trading day of the calendar
month: (1) amounts credited to each Participant’s Account for such month will be
applied to purchase the number of whole and/or fractional Shares arrived at by
dividing the total amount of the Participant's Account for that month by the
Purchase Price; and (2) a matching contribution (in Shares) equal to 15% of the
Shares so purchased will be credited to the Participant. Delivery of Shares
(both those purchased with Participant contributions and those credited as
matching contributions) will occur in accordance with established administrative
procedures, and a transfer agent may be utilized or a brokerage or nominee
account may be established for this purpose. The terms of such transfer agency
or brokerage or nominee account shall be at the sole discretion of the Company,
and participation in the Plan is expressly conditioned on the acceptance of such
terms.

    


    SECTION
8. WITHHOLDING.

    


    The Plan
shall be administered in accordance with all applicable income tax, social
insurance, payroll tax, payment on account or other withholding obligations with
respect to a Participant’s participation in the Plan.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SECTION
9. EXPENSES.

    


    The
Participating Companies will pay the costs of implementing and operating the
Plan.

    


    SECTION
10. RIGHTS AS A STOCKHOLDER.

    


    No
Purchase Right will confer on any Participant the rights of a shareholder of the
Company until the date as of which Shares are purchased.

    


    SECTION
11. NONTRANSFERABILITY.

    


    A
Purchase Right may not be transferred. The Company, in its sole discretion, may
impose such restrictions on the Shares purchased upon the exercise of a Purchase
Right as it deems appropriate.

    


    SECTION
12. EFFECTIVE DATE.

    


    The Plan
as restated herein shall be effective May 1, 2002 and shall supersede any prior
versions of the Plan.

    


    SECTION
13. PLAN TERM.

    


    The Plan
will continue until it is terminated or, if earlier, all Shares reserved for
issuance under Section 4(a) have been issued.

    


    SECTION
14. RESTRICTION ON ISSUANCE OF SHARES.

    


    The
issuance of Shares under the Plan shall be subject to compliance with all
applicable requirements of foreign, U.S. federal or U.S. state law with respect
to such securities. A Purchase Right may not be exercised if the issuance of
Shares upon such exercise would constitute a violation of any applicable
foreign, U.S. federal or U.S. state securities laws or other law or regulations.
In addition, no Purchase Right may be exercised unless (1) a registration
statement under the Securities Act of 1933, as amended, shall at the time of
exercise of the Purchase Right be in effect with respect to the Shares issuable
upon exercise of the Purchase Right, or (2) in the opinion of legal counsel to
the Company, the Shares issuable upon exercise of the Purchase Right may be
issued in accordance with the terms of an applicable exemption from the
registration requirements of said Act. As a condition to the exercise of a
Purchase Right, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation, and to make any representation or warranty
with respect thereto as may be requested by the Company. In the event that the
issuance of Shares under the Plan would not comply with any applicable law, then
all affected contributions will be refunded as soon as administratively
practicable (without matching contributions or interest).

    


    SECTION
15. AMENDMENT OR TERMINATION.

    


    The
Committee may amend the Plan at any time and for any reason.  The
Board may terminate the Plan at any time and for any reason.

    


    SECTION
16. GOVERNING LAW.

    


    The
validity, construction and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with the laws of the
State of New York and applicable U.S. federal law.

    


    SECTION
17. SEVERABILITY.

    


    If any
provision of the Plan is or becomes invalid, illegal, or unenforceable in any
jurisdiction or would disqualify the Plan under any law, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without materially altering the intent of the Plan,
such provision shall be stricken as to such jurisdiction, and the remainder of
the Plan shall remain in full force and effect.

    


    SECTION
18. HEADINGS.

    


    Headings
are given to the sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision
thereof.

    


    SECTION
19. NO TRUST OR FUND CREATED.

    


    This Plan
is unfunded and shall not create nor be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company, an Affiliate
or the Committee and a Participant or any other Person. To the extent that any
Person acquires a right to receive a payment from a Participating Company
pursuant to the Plan, such right shall be no greater than the right of any
unsecured general creditor of the Participating Company.

    


    SECTION
20. NO RIGHT TO EMPLOYMENT; NO ENLARGEMENT OF RIGHTS OR BENEFITS.

    


    Nothing
contained in this Plan shall be deemed to give any individual the right to be
retained in the employ of the Company or any Affiliate or to interfere with the
right of the Company or any Affiliate to discharge the individual at any time.
It is not intended that any rights or benefits provided under this Plan be
considered part of creditable compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments, bonuses, long
service awards, pension, retirement or similar payments.

    


    SECTION
21. NO DUPLICATION OF BENEFITS.

    


    Notwithstanding
anything to the contrary, no provision in this Plan or in any sub-plan of this
Plan shall be applied in a manner that results in the duplication of
benefits.

    


    SECTION
22. FRACTIONAL SHARES.

    


    Purchases
of Stock under the Plan may result in the crediting of fractional Shares. Such
fractional Shares will be computed to four decimal places. Certificates
representing fractional Shares will not be issued or delivered.

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SECTION
23. PARTICIPANT INFORMATION.

    


    As a
condition of participation in the Plan, each Participant must, upon request,
furnish in writing an up-to-date mailing address and any other information as
may be reasonably required for administration of the Plan.

     

    SECTION 24. COMMITTEE RULES TO ACCOMMODATE LOCAL LAWS;
SUB-PLANS

    


    The
Committee may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws or procedures. Without limiting the generality of the foregoing, the
Committee is specifically authorized to adopt rules and procedures regarding
handling of payroll deductions, payment of interest, conversion of local
currency, payroll tax, withholding procedures and handling of Stock
certificates, all of which may vary from location to location.

    


    The
Committee may also adopt sub-plans applicable to particular Participating
Companies or locations. The rules of such sub-plans may take precedence over
other provisions of the Plan, with the exception of Section 4(a), but unless
superseded by the terms of such sub-plan, the provisions of this Plan shall
govern the operation of such sub-plan.

    


    SECTION
25. CURRENCY CONVERSIONS

    


    The
Company shall have the sole discretion to determine the foreign exchange rate
used to convert the Participant's contributions into U.S. dollars. Such
conversion shall take place on or around the date as of which Shares are
purchased (and as close to that date as administratively
practicable).