ex10h.htm


    


      Exhibit
10(h)

       

      2003
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

      (Amended and
Restated as of January 1, 2009)

       

       

      I.
Non-Employee
Director
Compensation

       

      A.
Establishment
of Annual
Compensation

       

      An
annual compensation amount (the “Annual Base Compensation”) payable to
Non-Employee Directors (hereafter "Directors") of General Electric Company (the
“Company”) shall be established from time-to-time by the Board of Directors.
Directors who are members of the Audit Committee or the Management Development
and Compensation Committee shall also receive additional annual compensation
equal to ten percent (10%) of the Annual Base Compensation for service on each
such committee (such additional compensation together with the Annual Base
Compensation are collectively referred to as the “Annual Compensation”). The
amount of Annual Compensation will be reported annually in the Proxy
Statement.

       

      B.
Payment
of Annual
Compensation

       

      1.
The Annual Compensation shall be payable in quarterly installments, with each
installment payable as promptly as practicable following the last business day
of the calendar quarter to which it applies. Quarterly payments shall be pro
rated if Board service commences or terminates during a calendar
quarter.

       

      2.
The Annual Compensation shall be paid sixty percent (60%) in Deferred Stock
Units ("DSUs") and forty percent (40%) in cash. The number of DSUs to be paid
and the terms of the DSUs shall be determined as provided in the following
sections of this Plan.

       

      3.
Prior to the beginning of the calendar year of their annual election to the
Board, Directors who have previously been elected to the Board may elect to
receive in DSUs all or part of that portion of his or her Annual Compensation
otherwise payable in cash. Notwithstanding the above, within 30 days from the
date of their initial election or appointment to the Board, Directors may elect
to receive in DSUs all or part of that portion of his or her Annual Compensation
otherwise payable in cash; provided, however, that such election shall only
apply to Annual Compensation earned in calendar quarters beginning after the
date of such election. Such elections shall be irrevocable for the period for
which the director is elected.

       

      4.
All DSUs earned with respect to Annual Compensation will be credited to the
Director's DSU account (the “DSU Account”) when such Annual Compensation is
otherwise payable (the "Payment Date").

       


      
        
           


        

        
           

          
            

          

        

        
           


        

      


      5.
The Director's DSU Account will be credited with the number of DSUs calculated
to the nearest thousandths of a DSU, determined by dividing the dollar amount of
Annual Compensation to be paid in DSUs on the Payment Date by the average of the
closing market price of the Company's common stock as reported on the
Consolidated Tape of the New York Stock Exchange listed shares for the 20
trading days immediately preceding such Payment Date.

       

       

      II.
Administration
of DSU Accounts

       

      A.
Consolidation
of Prior Deferred Fee
Accounts

       

      For Directors
serving on the Board on January 1, 2003, the balances of deferred stock units in
any deferred fee accounts maintained by the Company under the Company's
Non-Employee Director Deferred Fee Plan in effect on December 31, 2002, or
predecessors to that plan, shall be deemed to be transferred to the DSU Accounts
established under this Plan, and, together with any other amounts specifically
credited to a Director's DSU Account, shall be administered under the terms of
this Plan. The balances of deferred stock units in any deferred fee accounts
maintained by the Company under the Company's Non-Employee Director Deferred Fee
Plan in effect on December 31, 2002, or predecessors to that plan, for former
directors who were not serving on the Board on January 1, 2003 shall be
administered under the applicable terms of such prior plan or
plans.

       

      B.
Crediting
With Dividend
Equivalents

       

      1.
On each dividend payment date, a Director's DSU Account will be credited with
regular quarterly dividend equivalents in additional DSUs determined by
multiplying the number of DSUs in the Director's DSU Account on the related
dividend record date by any per share cash dividends declared by the Company on
its common stock and dividing the product by the closing market price of the
Company's common stock as reported on the Consolidated Tape of the New York
Stock Exchange listed shares on such dividend payment date.

       

      2.
The DSU Accounts will also be credited with DSUs by multiplying the number of
DSUs in the Director's DSU Account by any stock dividends declared by the
Company on its common stock.

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      C.
Recapitalization

       

      If, as a result of
a recapitalization of the Company (including stock splits), the Company's
outstanding shares of common stock shall be changed into a greater or smaller
number of shares, the number of DSUs credited to a Director's DSU Account shall
be appropriately adjusted on the same basis.

       

      D.
Election
To Switch DSUs Upon Termination of Board
Service

       

      Prior to the end of
the calendar year in which Board service terminates, a Director may irrevocably
elect to switch up to 100% of the value of the DSUs in his or her DSU Account
into cash, effective on the date one year following termination of Board service
(hereafter "First Anniversary Date"). The cash value of the DSUs will be based
on the number of DSUs in the Director’s DSU Account on the First Anniversary
Date multiplied by the average of the closing market price of the Company’s
common stock as reported on the Consolidated Tape for the New York Stock
Exchange listed shares for the 20 trading days immediately preceding the First
Anniversary Date. The cash in the DSU Account will thereafter be credited
monthly with interest equivalents based upon the prior calendar month’s average
yield for U.S. Treasury notes and bonds with maturities of from ten to twenty
years, as published by an official agency to be determined by the Senior Vice
President - Finance and utilized on a consistent year to year
basis.

       

      E.
Payment
of DSU Accounts

       

      1.
Form of Distribution for Director
and Survivor Payout Elections for amounts credited to the Director’s DSU Account
on or before December 31,
2004

       

      
        	
                (a)  

              	
                At any time
      before the end of the calendar year in which Board service terminates, a
      Director may elect to have the DSU Account paid: (i) in a lump sum on the
      First Anniversary Date (or as soon thereafter as practicable); or (ii) in
      up to ten (10) annual installments, beginning on  July 15th
      following the First Anniversary Date (or as soon thereafter as is
      practical).

              


      

       

      
        	
                (b)  

              	
                In the event
      that a Director’s service on the Board terminates as a result of death,
      the beneficiary(s) designated by the Director (or failing such
      designation, the Director’s estate), may elect to have the Director’s DSU
      Account: (i) paid out in a lump sum as soon as practicable following the
      Director’s death; or (ii) paid out in annual installments up to an
      aggregate of ten (10) annual installments, commencing in the month of July
      following the Director’s death. In the event of a Director’s death
      subsequent to termination of Board service, but prior to receiving all
      entitled deferred payments, the beneficiary(s) designated by the Director
      (or failing such designation, the Director’s estate), may elect to have
      the Director’s DSU Account paid out in a lump sum as soon as practicable
      following the Director’s death.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      2.
Form of Distribution for Director and Survivor Payout Elections for Post 2004
DSUs.

       

      
        	
                (a)  

              	
                For amounts
      credited to the Director’s DSU account after December 31, 2004, the
      amounts shall be paid in accordance with the irrevocable election of the
      Director (lump sum, five year installments or ten year installments) made
      prior to the beginning of the calendar year of his or her annual election
      to the Board (or, for a Director serving his or her initial term, made
      within 30 days of his or her election to the Board).Installment payments
      shall begin on July 15th following the First Anniversary
      Date.  Lump sum payments shall be made on the First Anniversary
      Date.

              


      

      
        	
                (b)  

              	
                If a
      Director’s service on the Board terminates as a result of death payments
      shall be made upon the Director’s death in the form elected by the
      Director to the beneficiary(s) designated by the Director (or failing such
      designation, to the Director’s
estate).

              


      

      
        	
                (c)  

              	
                In the event
      of a Director’s death subsequent to termination of Board service but prior
      to receiving all entitled deferred payments, payments shall be continue to
      be made in the form elected by the Director to the beneficiary(s)
      designated by the Director (or failing such designation, to the Director’s
      estate).

              


      

       

      3.
Determination
of Amount of Cash Installment
Payments.

       

      
        	
                (a)  

              	
                Regardless of
      whether the Director has elected to convert DSUs to cash value under
      section D above, all payouts of a Director’s DSU Account will be paid in
      cash.

              


      

       

      
        	
                (b)  

              	
                The amount of
      the first cash installment payment shall be a fraction of the value of the
      DSUs in the Director's DSU Account on the date of the initial installment
      payment, the numerator of which is one and the denominator of which is the
      total number of installments elected. Each subsequent installment shall be
      calculated in the same manner as of the date of that installment payment,
      except that the denominator shall be reduced by the number of
      installments which have been previously
      paid.

              


      

       

      
        	
                (c)  

              	
                The value of
      DSUs in a Director's DSU Account will be determined for purposes of the
      preceding section by multiplying the number of DSUs in the Director's DSU
      Account on the Payment Date by the average of the closing market price of
      the Company's common stock as reported on the Consolidated Tape of New
      York Stock Exchange listed shares for the 20 trading days immediately
      preceding such date.

              


      

       

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      III.
General
Provisions

       

      A.
Assignability

       

      No
right to receive payment under this Plan shall be transferable or assignable by
a participant except by will or laws of descent and distribution.

       

      B.
Amendment
of the Plan

       

      This Plan may be
amended, suspended or terminated at any time by the Board of Directors of the
Company. However, no amendment, suspension or termination of the Plan may,
without the consent of a participant, alter or impair any of the rights
previously granted under the Plan. Any amendment or termination shall comply
with the restrictions of Section 409A of the Internal Revenue Code (“Section
409A”) to the extent applicable. No amendment or termination of the Plan may
accelerate a scheduled payment of amounts subject to Section 409A, nor may any
amendment or termination permit a subsequent deferral of amounts subject to
Section 409A.

       

      C.
Compliance
with 409A; Effective
Date

       

      This Plan is
intended to comply with Section 409A of the Internal Revenue Code with respect
to amounts accrued after December 31, 2004; provided, however, that the
requirements of Section 409A of the Code shall only apply to amounts accrued in
excess of amounts accrued and vested on December 31, 2004 (adjusted for earnings
on such amounts). The Plan shall be administered and interpreted in a manner
consistent with such intent. This Plan is effective as of January 1,
2003.

       

      


      



      
        
           


        

        
          5