Exhibit
10(w)
Amendment
to Nonqualified Deferred Compensation Plans
WHEREAS,
Section 409A of the Internal Revenue Code (the “Code”) changed the Federal
income tax rules governing “nonqualified deferred compensation plans” within the
meaning of Code section 409A(d)(1);
WHEREAS,
General Electric Company (the “Company”) intends for any such “nonqualified
deferred compensation plan” sponsored by the Company (collectively hereinafter,
the “Plans”) to continue to provide tax deferral for participants on and after
January 1, 2005 and to avoid application of any penalty or interest under Code
section 409A;
WHEREAS,
Code section 409A(a)(2) generally requires that distributions from the Plans on
account of separation from service cannot be made to a "key employee" any
earlier than six months after such key employee separates from service (the
"Six-Month Rule");
WHEREAS,
the Department of the Treasury has not issued guidance explaining the
application of the Six-Month Rule, including the determination of who is a key
employee; and
WHEREAS,
in the absence of such guidance, it is advisable for the Company to amend and
administer the Plans based on a reasonable interpretation of the Six-Month
Rule;
NOW,
THEREFORE, BE IT RESOLVED THAT, the Plans be, and hereby are, amended to
incorporate the Six-Month Rule to the extent in the judgment of the Company such
rule applies to the Plans;
FURTHER
RESOLVED THAT, consistent with the foregoing resolution, the Plans shall be
administered in such manner as is reasonably necessary, in the judgment of the
Company, to comply with the Six-Month Rule; and
FURTHER
RESOLVED THAT, the foregoing resolutions shall not apply to amend the provisions
of any Plan or modify their administration to the extent they apply to employees
represented by a union, except to the extent agreed to through collective
bargaining with the union.