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Monday, March 6, 2006

Linking Pay to Performance: A Best Practice Example
Submitted by: Cheryl Gustitus, ISS Senior Vice President of Marketing and Communications

When GE's Jeff Immelt delivered his keynote speech at ISS' 2005 corporate governance conference, he talked about his strong belief in tying a CEO's pay to company performance. As Chairman and CEO, he was talking about tying his own pay to his company's performance.

In GE's recent proxy filing, we learned that Mr. Immelt put his money where his mouth is by requesting that his bonus be paid in performance shares tied to GE's financial and stock-market results. His ensuing share grant of 180,000 shares is valued at $6 million, but GE's cash flow from operations must increase by 10% annually the next two years for Mr. Immelt to keep half the shares, and must outperform the Standard & Poor's 500-stock index over the same period to retain the other half. Of course, this is nothing new to Mr. Immelt as his pay has been directly tied to performance since he took the helm of General Electric in 2001.

In GE's recently released annual report, Mr. Immelt said that he asked for the performance shares in lieu of cash to be "totally aligned" with shareholders. How refreshing.

Many of us at ISS sit across the table from America's CEOs on a regular basis. In representing over 1600 institutional investors, we understand that the level of a CEO's integrity has a direct and tangible impact on the way in which investors interact and support a company through good performance and bad.

As chairman and CEO, Jeff Immelt runs GE externally, the same way he runs it internally and that's why shareholders trust him and investors believe in him. He doesn't say one thing in speeches and annual shareholder meetings and another thing behind boardroom doors. We applaud you, Mr.Immelt, for embracing not just the letter of good corporate governance, but the spirit.

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