Good of the Company Program

An employee may be granted an allowance if:

On the date of termination of the employee’s service, the employee is at least fifty years of age and has a total of at least twenty years of pension benefit service or similar pension service under the pension plans of the Company and its affiliates and subsidiaries, or if the employee is a company pilot, the employee is at least forty-five years of age, and has a total of at least fifteen years of such pension service; and

The employee’s salary on the January 1 of the calendar year in which service is terminated was no lower than the position rate in effect for the GE Executive Band on the January 1 of the calendar year prior to the year in which service is terminated;

In the judgment of the employee’s manager, it is no longer appropriate to retain the employee in his present position, no appropriate reassignment of the employee elsewhere in the Company is practicable and a termination of the employee’s service with the Company under the terms and conditions of this program would be in the best interests of the Company;

The employee agrees not to withdraw his contributions plus interest credited thereon as permitted by the provisions of Section XI.2 of the GE Pension Plan; and

The employee agrees not to elect to accelerate the commencement of his pension under Section XI.4.b.(iii) of the GE Pension Plan.

Any allowance granted under this program shall be granted in the form of either a retirement allowance or a termination allowance.  An employee granted a retirement allowance shall be eligible for those benefits under the Company’s employee benefit plans that apply to a similarly-situated employee who retires directly from the service of the Company.  An employee granted a termination allowance shall be eligible for those benefits under the Company’s employee benefit plans that apply in accordance with established Company practices.

In any event, the annual amount of an allowance shall not exceed the sum of:

The annual amount that would have been payable as the employee’s pension under the terms and conditions of the GE Pension Plan if the employee at the time of termination of service had attained age 60 and retired under the provisions of Section V of the GE Pension Plan, the future service annuity portion of such pension to be calculated on the basis of the employee’s actual compensation, pension benefit service and contributions to the date of termination of service;

An amount equal to the sum of (1) the supplemental payment under Section VI.3 of the GE Pension Plan based on the employee’s pension benefit service to the date of termination of the employee’s service, plus (2) the special supplemental payment under Section VI.6 of the GE Pension Plan; and

The amount that would have been payable as the employee’s supplementary pension upon optional retirement under the terms and conditions of the GE Supplementary Pension Plan as if the employee at the time of termination of service had attained age 60 and retired, taking into account only pension benefit service and average annual compensation to the date of termination of service.

The employee’s manager shall recommend the amount of the allowance, whether it shall be an immediate or deferred allowance and whether the allowance shall be in the form of a retirement allowance or a termination allowance, taking into account the employee’s age, length of service, contributions to the Company, the likelihood of the employee being able to obtain other employment, and such other factors as such manager may consider relevant.

A determination to grant an allowance under this program shall be based on a written statement recommending the amount and the terms of the allowance consistent with this program and stating the facts and considerations upon which it is made; it shall be signed by the employee’s manager and shall be endorsed by such manager’s immediate superior and by the appropriate officer reporting directly to the Corporate Executive Office; provided that allowances to the employees who are Senior Vice Presidents or above shall be endorsed by the Management Development and Compensation Committee of the Board of Directors.  The Chairman of the Board or his delegate shall act on the recommendation.

The allowance, which shall be paid from funds of the Company, shall be paid monthly commencing at the time prescribed by the individual agreement with the employee.  Subject to Paragraph (b) below, immediate allowances may be scheduled to commence with the first of the month following the month in which the employee’s Separation from Service occurs and deferred allowances may be scheduled to commence the first of any month thereafter.

“Separation from Service” means an employee’s termination of employment with the Company and all Affiliates (defined for purposes of this program as any company or business entity in which General Electric Company has a 50% or more interest whether or not a participating employer in this program); provided that, Separation from Service for purposes of this program shall be interpreted consistent with the requirements of Code Section 409A and regulations and other guidance issued thereunder.  For purposes of clarity, any references in this program to service in the context of determining the time or form of benefits will not extend beyond an employee’s Separation from Service.

Notwithstanding any other provision of this program to the contrary, if an employee is a Specified Employee, payment of any allowance shall not be made within the first six months following the employee’s Separation from Service.  In the event distribution to a Specified Employee is so delayed, payment of benefits hereunder shall begin on the first day of the seventh month following Separation from Service and the first such payment may be increased to reflect the missed payments (with interest accumulated in accordance with Pension Board procedures).  “Specified Employee” means a specified employee as described in the Company’s Procedures for Determining Specified Employees under Code Section 409A, as amended from time to time.

An employee granted a retirement or termination