<PAGE>

                                                                    EXHIBIT 10.8

                                                      EFFECTIVE JANUARY 21, 2003

                                GERON CORPORATION
                                 SEVERANCE PLAN
                         (AND SUMMARY PLAN DESCRIPTION)

         This Severance Plan (the "PLAN") sets forth the severance benefits
available to Covered Employees of Geron Corporation (together with any successor
to substantially all of its business, stock or assets, the "Company") in the
event of a transaction resulting in a Change of Control (as defined below).

         The Plan is an employee welfare benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). This Plan document
is also the summary plan description of the Plan. References in the Plan to
"You" or "Your" are references to an employee of the Company.

         1.       GENERAL ELIGIBILITY. You shall only be eligible for benefits
under this Plan if, immediately prior to a Triggering Event, you are an employee
of the Company.

         2.       ENHANCED SEVERANCE. Upon a Triggering Event following a Change
of Control (as described in Section 13(c)(ii), (iii) or (iv) below), you shall
receive a severance payment equal to the amount of your base salary for a
severance period that is determined based on your position with the Company
immediately before such Triggering Event pursuant to the following schedule:

<TABLE>
<CAPTION>
---------------------------------------------------------------
   Covered Position                        Severance Period
--------------------------------------------------------------
<S>                                        <C>
CEO                                          18 months
--------------------------------------------------------------
Senior VP                                    15 months
--------------------------------------------------------------
VP/Executive Director                        12 months
--------------------------------------------------------------
Senior Director/Director                      6 months
--------------------------------------------------------------
Associate Director/Group Leader               4 months
--------------------------------------------------------------
Senior Scientist/Scientist                    3 months
Manager/Associates
--------------------------------------------------------------
Other employees                               2 months
--------------------------------------------------------------
</TABLE>

         3.       PAYMENT AND OTHER TERMS.

                  (a)      All severance payments under this Plan shall be made
in a lump-sum and be reduced by any applicable taxes or any other amounts
required to be paid or withheld by the Company.

                  (b)      In the event of your termination while you have an
outstanding housing loan that has been provided by the Company, you will have
until the earlier of one year or the due date of the loan to settle the loan
with the Company (to the extent that applicable law permits

<PAGE>

modifications to your loan). During that year, you shall continue to make
interest payments to the Company.

                  (c)      The Company will not provide health benefits to you
following your termination of employment, other than as required under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"),
except that the Company will pay an amount toward your COBRA premium for
Medical, Dental and Vision coverage equal to the amount the Company was paying
for your Medical, Dental and Vision coverage immediately before your
termination, through the earlier of one (1) month following your termination or
when you obtain other employment offering health care coverage.

         4.       EFFECTIVE DATE OF PLAN/AMENDMENT. This Plan shall be effective
as of January 21, 2003. The Board shall have the power to amend or terminate
this Plan from time to time in its discretion and for any reason (or no reason),
provided that no such amendment or termination shall be effective with respect
to a Triggering Event that occurred prior to the amendment or termination.

         5.       CLAIMS PROCEDURES.

                  (a)      Normally, you do not need to present a formal claim
to receive benefits payable under this Plan.

                  (b)      If any person (the "CLAIMANT") believes that benefits
are being denied improperly, that the Plan is not being operated properly, that
fiduciaries of the Plan have breached their duties, or that the Claimant's legal
rights are being violated with respect to the Plan, the Claimant must file a
formal claim, in writing, with the Plan Administrator. This requirement applies
to all claims that any Claimant has with respect to the Plan, including claims
against fiduciaries and former fiduciaries, except to the extent the Plan
Administrator determines, in its sole discretion, that it does not have the
power to grant all relief reasonably being sought by the Claimant.

                  (c)      A formal claim must be filed within 90 days after the
date the Claimant first knew or should have known of the facts on which the
claim is based, unless the Plan Administrator in writing consents otherwise. The
Plan Administrator shall provide a Claimant, on request, with a copy of the
claims procedures established under subsection (d).

                  (d)      The Plan Administrator has adopted procedures for
considering claims (which are set forth in APPENDIX A), which it may amend from
time to time, as it sees fit. These procedures shall comply with all applicable
legal requirements. These procedures may provide that final and binding
arbitration shall be the ultimate means of contesting a denied claim (even if
the Plan Administrator or its delegates have failed to follow the prescribed
procedures with respect to the claim). The right to receive benefits under this
Plan is contingent on a Claimant using the prescribed claims and arbitration
procedures to resolve any claim.

         6.       PLAN ADMINISTRATION.

                  (a)      The Plan Administrator is responsible for the general
administration and management of the Plan and shall have all powers and duties
necessary to fulfill its

                                       2

<PAGE>

responsibilities, including, but not limited to, the discretion to interpret and
apply the Plan and to determine all questions relating to eligibility for
benefits. The Plan shall be interpreted in accordance with its terms and their
intended meanings. However, the Plan Administrator and all Plan fiduciaries
shall have the discretion to interpret or construe ambiguous, unclear, or
implied (but omitted) terms in any fashion they deem to be appropriate in their
sole discretion, and to make any findings of fact needed in the administration
of the Plan. The validity of any such interpretation, construction, decision, or
finding of fact shall not be given de novo review if challenged in court, by
arbitration, or in any other forum, and shall be upheld unless clearly arbitrary
or capricious.

                  (b)      All actions taken and all determinations made in good
faith by the Plan Administrator or by Plan fiduciaries will be final and binding
on all persons claiming any interest in or under the Plan. To the extent the
Plan Administrator or any Plan fiduciary has been granted discretionary
authority under the Plan, the Plan Administrator's or Plan fiduciary's prior
exercise of such authority shall not obligate it to exercise its authority in a
like fashion thereafter.

                  (c)      If, due to errors in drafting, any Plan provision
does not accurately reflect its intended meaning, as demonstrated by consistent
interpretations or other evidence of intent, or as determined by the Plan
Administrator in its sole discretion, the provision shall be considered
ambiguous and shall be interpreted by the Plan Administrator and all Plan
fiduciaries in a fashion consistent with its intent, as determined in the sole
discretion of the Plan Administrator. The Plan Administrator shall amend the
Plan retroactively to cure any such ambiguity.

                  (d)      No Plan fiduciary shall have the authority to answer
questions about any pending or final business decision of the Company or any
affiliate that has not been officially announced, to make disclosures about such
matters, or even to discuss them, and no person shall rely on any unauthorized,
unofficial disclosure. Thus, before a decision is officially announced, no
fiduciary is authorized to tell any employee, for example, that the employee
will or will not be laid off or that the Company will or will not offer exit
incentives in the future. Nothing in this subsection shall preclude any
fiduciary from fully participating in the consideration, making, or official
announcement of any business decision.

                  (e)      This Section may not be invoked by any person to
require the Plan to be interpreted in a manner inconsistent with its
interpretation by the Plan Administrator or other Plan fiduciaries.

         7.       SUPERSEDING PLAN. As of January 21, 2003, this Plan (i) shall
be the only plan with respect to which benefits may be provided to you upon a
Change of Control and (ii) shall supersede any other plan (other than the 1992
Stock Option Plan and the 2002 Equity Incentive Plan and any option agreements
thereunder) previously adopted by the Company with respect to a transaction
resulting in a Change of Control.

         8.       LIMITATION ON EMPLOYEE RIGHTS; AT-WILL EMPLOYMENT. This Plan
shall not give any employee the right to be retained in the service of the
Company or interfere with or restrict the right of the Company to discharge or
retire the employee. All employees of the Company are employed at will.

                                       3

<PAGE>

         9.       NO THIRD-PARTY BENEFICIARIES. This Plan shall not give any
rights or remedies to any person other than covered employees and the Company.

         10.      GOVERNING LAW. This Plan is a welfare plan subject to ERISA
and it shall be interpreted, administered, and enforced in accordance with that
law. To the extent that state law is applicable, the statutes and common law of
the State of California, excluding any that mandate the use of another
jurisdiction's laws, shall apply.

         11.      MISCELLANEOUS. Where the context so indicates, the singular
will include the plural and vice versa. Titles are provided herein for
convenience only and are not to serve as a basis for interpretation or
construction of the Plan. Unless the context clearly indicates to the contrary,
a reference to a statute or document shall be construed as referring to any
subsequently enacted, adopted, or executed counterpart.

         12.      DEFINITIONS. For purposes of this Plan, the following terms
shall have the following meanings:

                  (a)      "Cause" shall mean any of the following:

                           (i)      your continued failure to satisfactorily
         perform your duties to the Company (other than as a result of your
         total or partial incapacity due to physical or mental illness);

                           (ii)     any willful act or omission by you
         constituting dishonesty, fraud or other malfeasance against the
         Company;

                           (iii)    your conviction of a felony under the laws
         of the United States or any state thereof or any other jurisdiction in
         which the Company conducts business;

                           (iv)     your debarment by the U.S. Food and Drug
         Administration from working in or providing services to any
         pharmaceutical or biotechnology company under the Generic Drug
         Enforcement Act of 1992, or other ineligibility under any law or
         regulation to perform your duties to the Company; or

                           (v)      your breach of any of the material policies
         of the Company including without limitation being under the influence
         of illicit drugs or alcohol at work or on the Company's premises.

                  (b)      "Change of Control" shall mean the occurrence of any
of the following:

                           (i)      as a result of any merger or consolidation,
         the voting securities of the Company outstanding immediately prior
         thereto represent (either by remaining outstanding or by being
         converted into voting securities of the surviving or acquiring entity)
         less than 49% of the combined voting power of the voting securities of
         the Company or such surviving or acquiring entity outstanding
         immediately after such merger or consolidation;

                                       4

<PAGE>

                           (ii)     during any period of twenty four consecutive
         calendar months, the individuals who at the beginning of such period
         constitute the Company's Board of Directors (the "BOARD"), and any new
         directors whose election by such Board or nomination for election by
         stockholders was approved by a vote of at least two-thirds of the
         members of such Board who were either directors on such Board at the
         beginning of the period or whose election or nomination for election as
         directors was previously so approved, for any reason cease to
         constitute at least a majority of the members thereof;

                           (iii)    any individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
         of 1934 as amended ("Exchange Act"))(a "Person") shall become the
         beneficial owner (within the meaning of Rule 13d-3 promulgated under
         the Exchange Act) of more than 20% of the then outstanding shares of
         Common Stock of the Company;

                           (iv)     any sale of all or substantially all of the
         assets of the Company; provided that in the event of a sale of less
         than all of the assets of the Company the Plan Administrator may
         determine that a Change of Control has only occurred (for purposes of
         determining eligibility for benefits under the Plan) with regard to
         those employees whose services are specifically attributable to the
         sold assets, or

                           (v)      the complete liquidation or dissolution of
         the Company.

         The Plan Administrator shall have sole discretion with regard to
whether a Change of Control has occurred for purposes of this Plan, and if a
Change of Control has occurred as a result of sale of less than all of the
Company's assets as described in clause (iv) above, shall have sole discretion
with regard to the determination of which employees' services are specifically
attributable to the sold assets and are therefore eligible for benefits under
this Plan in connection with such sale of assets.

                  (c)      "Triggering Event" shall mean

                           (i)      your employment is terminated by the Company
         without Cause in connection with a Change of Control or within twelve
         (12) months following a Change of Control; provided, however, if you
         are terminated by the Company in connection with a Change of Control
         but immediately accept employment with the Company's successor or
         acquirer, you will not be deemed to be covered by this subsection (i),
         unless you are subsequently terminated without Cause by the successor
         or acquirer within the twelve (12) months following the Change of
         Control;

                           (ii)     you, in connection with a Change of Control,
         are not offered Comparable Employment (new or continuing) by the
         Company or the Company's successor or acquirer within thirty (30) days
         after the Change of Control or you reject any employment that you are
         offered. "COMPARABLE EMPLOYMENT" shall mean employment on terms which
         provide (a) the same or greater rate of base pay or salary as in effect
         immediately prior to a Change of Control, (b) the same, equivalent or
         higher job title and level of responsibility as you had prior to a
         Change of Control, (c) if as of the Change of Control you are employed
         at the director level or above, equivalent or higher bonus

                                       5

<PAGE>

         opportunity as your bonus opportunity for the year preceding the year
         in which the Change of Control occurs, and d) a principal work location
         that is both (i) no more than forty-five (45) miles from your principal
         work location immediately prior to the Change of Control and (ii) no
         more than thirty (30) miles farther from your principal weekday
         residence than was your principal work location immediately prior to
         the Change of Control; or

                           (iii)    after accepting (or continuing) employment
         with the Company after a Change of Control, you resign employment
         within six (6) months following a Change of Control due to a Material
         Change in Your Terms of Employment. For purposes of the foregoing, a
         "MATERIAL CHANGE IN YOUR TERMS OF EMPLOYMENT" shall occur if: (a) your
         base salary or job title is materially reduced from that in effect
         immediately prior to a Change of Control or (b) if as of the Change of
         Control you are employed at the director level or above, you are
         subject to a substantial reduction in bonus opportunity from your bonus
         opportunity for the year preceding the year in which the Change of
         Control occurs, or (c) your principal work location is to be moved to a
         location that is either (i) more than forty-five (45) miles from your
         principal work location immediately prior to the Change of Control or
         (ii) more than thirty (30) miles farther from your principal weekday
         residence than was your principal work location immediately prior to
         the Change of Control.

                                       6

<PAGE>

                                   APPENDIX A

                   DETAILED CLAIMS AND ARBITRATION PROCEDURES

         1.       CLAIMS PROCEDURE

                  INITIAL CLAIMS

                  All claims shall be presented to the Plan Administrator in
writing. Within 90 days after receiving a claim, a claims official appointed by
the Plan Administrator shall consider the claim and issue his or her
determination thereon in writing. The claims official may extend the
determination period for up to an additional 90 days by giving the Claimant
written notice. The initial claim determination period can be extended further
with the consent of the Claimant. Any claims that the Claimant does not pursue
in good faith through the initial claims stage shall be treated as having been
irrevocably waived.

                  CLAIMS DECISIONS

                  If the claim is granted, the benefits or relief the Claimant
seeks shall be provided. If the claim is wholly or partially denied, the claims
official shall, within 90 days (or a longer period, as described above), provide
the Claimant with written notice of the denial, setting forth, in a manner
calculated to be understood by the Claimant: (1) the specific reason or reasons
for the denial; (2) specific references to the provisions on which the denial is
based; (3) a description of any additional material or information necessary for
the Claimant to perfect the claim, together with an explanation of why the
material or information is necessary; and (4) an explanation of the procedures
for appealing denied claims. If the Claimant can establish that the claims
official has failed to respond to the claim in a timely manner, the Claimant may
treat the claim as having been denied by the claims official.

                  APPEALS OF DENIED CLAIMS

                  Each Claimant shall have the opportunity to appeal the claims
official's denial of a claim in writing to an appeals official appointed by the
Plan Administrator (which may be a person, committee, or other entity). A
Claimant must appeal a denied claim within 60 days after receipt of written
notice of denial of the claim, or within 60 days after it was due if the
Claimant did not receive it by its due date. The Claimant (or the Claimant's
duly authorized representative) may review pertinent documents in connection
with the appeals proceeding and may present issues and comments in writing. The
Claimant may present only the evidence and theories during the appeal that the
Claimant presented during the initial claims stage, except for information the
claims official may have requested the Claimant to provide to perfect the claim.
Any claims that the Claimant does not pursue in good faith through the appeals
stage, such as by failing to file a timely appeal request, shall be treated as
having been irrevocably waived.

                  APPEALS DECISIONS

                  The decision by the appeals official shall be made not later
than 60 days after the written appeal is received by the Plan Administrator,
unless special circumstances require an extension of time, in which case a
decision shall be rendered as soon as possible, but not later

<PAGE>

than 120 days after the appeal was filed, unless the Claimant agrees to a
further extension of time. The appeal decision shall be in writing, shall be set
forth in a manner calculated to be understood by the Claimant, and shall include
specific reasons for the decision, as well as specific references to the
provisions on which the decision is based, if applicable. If a Claimant does not
receive the appeal decision by the date it is due, the Claimant may deem the
appeal to have been denied.

                  PROCEDURES

                  The Plan Administrator shall adopt procedures by which initial
claims shall be considered and appeals shall be resolved; different procedures
may be established for different claims. All procedures shall be designed to
afford a Claimant full and fair consideration of his or her claim.

                  ARBITRATION OF REJECTED APPEALS

                  If a Claimant has pursued a claim through the appeal stage of
these claims procedures, the Claimant may contest the actual or deemed denial of
that claim through arbitration, as described below. In no event shall any denied
claim be subject to resolution by any means (such as in a court of law) other
than arbitration in accordance with the following provisions.

         2.       ARBITRATION PROCEDURE

                  REQUEST FOR ARBITRATION

                  A Claimant must submit a request for arbitration to the Plan
Administrator within 60 days after receipt of the written denial of an appeal
(or within 60 days after he or she should have received the determination). The
Claimant or the Plan Administrator may bring an action in any court of
appropriate jurisdiction to compel arbitration in accordance with these
procedures.

                  APPLICABLE ARBITRATION RULES

                  If the Claimant has entered into a valid arbitration agreement
with the Company, the arbitration shall be conducted in accordance with that
agreement. If not, the rules set forth in the balance of this Appendix shall
apply: The arbitration shall be held under the auspices of the Judicial
Arbitration and Mediation Service (JAMS), whichever is chosen by the party who
did not initiate the arbitration. Except as provided below, the arbitration
shall be in accordance with JAMS's then-current employment dispute resolution
rules. The Arbitrator shall apply the Federal Rules of Evidence and shall have
the authority to entertain a motion to dismiss or a motion for summary judgment
by any party and shall apply the standards governing such motions under the
Federal Rules of Civil Procedure. The Federal Arbitration Act shall govern all
arbitrations that take place under these Detailed Claims and Arbitration
Procedures (or that are required to take place under them), and shall govern the
interpretation or enforcement of these Procedures or any arbitration award. To
the extent that the Federal Arbitration Act is inapplicable, California law
pertaining to arbitration agreements shall apply.

                  ARBITRATOR

                                       2

<PAGE>

                  The Arbitrator shall be an attorney familiar with employee
benefit matters who is licensed to practice law in the state in which the
arbitration is convened. The Arbitrator shall be selected in the following
manner from a list of 11 arbitrators drawn by the sponsoring organization under
whose auspices the arbitration is being conducted and taken from its panel of
labor and employment arbitrators. Each party shall designate all arbitrators on
the list whom they find acceptable; the parties shall then alternately strike
arbitrators from the list of arbitrators acceptable to both parties, with the
party who did not initiate the arbitration striking first. If only one
arbitrator is acceptable to both parties, he or she will be the Arbitrator. If
none of the arbitrators is acceptable to both parties, a new panel of
arbitrators shall be obtained from the sponsoring organization and the selection
process shall be repeated.

                  LOCATION

                  The arbitration will take place in or near the city in which
the Claimant is or was last employed by the Company or in which the Plan is
principally administered, whichever is specified by the Plan Administrator, or
in such other location as may be acceptable to both the Claimant and the Plan
Administrator.

                  AUTHORITY OF ARBITRATOR

                  The Arbitrator shall have the authority to resolve any factual
or legal claim relating to the Plan or relating to the interpretation,
applicability, or enforceability of these arbitration procedures, including, but
not limited to, any claim that these procedures are void or voidable. The
Arbitrator may grant a Claimant's claim only if the Arbitrator determines that
it is justified because: (1) the appeals official erred on an issue of law; or
(2) the appeals official's findings of fact, if applicable, were not supported
by substantial evidence. The arbitration shall be final and binding on all
parties.

                  LIMITATION ON SCOPE OF ARBITRATION

                  The Claimant may not present any evidence, facts, arguments,
or theories at the arbitration that the Claimant did not pursue in his or her
appeal, except in response to new evidence, facts, arguments, or theories
presented on behalf of the other parties to the arbitration. However, an
arbitrator may permit a Claimant to present additional evidence or theories if
the Arbitrator determines that the Claimant was precluded from presenting them
during the claim and appeal procedures due to procedural errors of the Plan
Administrator or its delegates.

                  ADMINISTRATIVE RECORD

                  The Plan Administrator shall submit to the Arbitrator a
certified copy of the record on which the appeals official's decision was made.

                  EXPERTS, DEPOSITIONS, AND DISCOVERY

                  Except as otherwise permitted by the Arbitrator on a showing
of substantial need, either party may: (1) designate one expert witness; (2)
take the deposition of one individual and the other party's expert witness; (3)
propound requests for production of documents; and (4) subpoena witnesses and
documents relating to the discovery permitted in this paragraph.

                                       3

<PAGE>

                  PRE-HEARING PROCEDURES

                  At least 30 days before the arbitration hearing, the parties
must exchange lists of witnesses, including any expert witnesses, and copies of
all exhibits intended to be used at the hearing. The Arbitrator shall have
jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold
pre-hearing conferences by telephone or in person, as the Arbitrator deems
necessary.

                  TRANSCRIPTS

                  Either party may arrange for a court reporter to provide a
stenographic record of the proceedings at the party's own cost.

                  POST-HEARING PROCEDURES

                  Either party, on request at the close of the hearing, may be
given leave to file a post-hearing brief within the time limits established by
the Arbitrator.

                  COSTS AND ATTORNEYS' FEES

                  The Claimant and the Company shall equally share the fees and
costs of the Arbitrator, except that the Claimant shall not be required to pay
any of the Arbitrator's fees and costs if such a requirement would make
mandatory arbitration under these procedures unenforceable. On a showing of
material hardship, the Company, in its discretion, may advance all or part of
the Claimant's share of the fees and costs, in which case the Claimant shall
reimburse the Company out of the proceeds of the arbitration award, if any, that
the Claimant receives. Each party shall pay its own costs and attorneys' fees,
except as required by applicable law.

                  PROCEDURE FOR COLLECTING COSTS FROM CLAIMANT

                  Before the arbitration commences, the Claimant must deposit
with the Plan Administrator his or her share of the anticipated fees and costs
of the Arbitrator, as reasonably determined by the Plan Administrator. At least
2 weeks before delivering his or her decision, the Arbitrator shall send his or
her final bill for fees and costs to the Plan Administrator for payment. The
Plan Administrator shall apply the amount deposited by the Claimant to pay the
Claimant's share of the Arbitrator's fees and costs and return any surplus
deposit. If the Claimant's deposit is insufficient, the Claimant will be billed
for any remaining amount due. Failure to pay any amount within 10 days after it
is billed shall constitute the Claimant's irrevocable election to withdraw his
or her arbitration request and abandon his or her claim.

                  ARBITRATION AWARD

                  The Arbitrator shall render an award and opinion in the form
typically rendered in labor arbitrations. Within 20 days after issuance of the
Arbitrator's award and opinion, either party may file with the Arbitrator a
motion to reconsider, which shall be accompanied by a supporting brief. If such
a motion is filed, the other party shall have 20 days from the date of the
motion to respond, after which the Arbitrator shall reconsider the issues raised
by the motion and

                                       4

<PAGE>

either promptly confirm or promptly change his or her decision. The decision
shall then be final and conclusive on the parties. Arbitrator fees and other
costs of a motion for reconsideration shall be borne by the losing party, unless
the Arbitrator orders otherwise. Either party may bring an action in any court
of appropriate jurisdiction to enforce an arbitration award. A party opposing
enforcement of an arbitration award may not do so in an enforcement proceeding,
but must bring a separate action in a court of competent jurisdiction to set
aside the award. In any such action, the standard of review shall be the same as
that applied by an appellate court reviewing the decision of a trial court in a
nonjury trial.

                  SEVERABILITY

                  The invalidity or unenforceability of any part of these
arbitration procedures shall not affect the validity of the rest of the
procedures.

                                       5

<PAGE>

                                   APPENDIX B

                             ADDITIONAL INFORMATION

                               RIGHTS UNDER ERISA

         As a participant in the Plan, you are entitled to certain rights and
protections under ERISA. ERISA provides that all Plan participants will be
entitled to:

RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS

         1.       Examine, without charge, at the Plan administrator's office
and at certain Company offices, all Plan documents including collective
bargaining agreements, if any, and copies of all documents filed by the Plan
with the U.S. Department of Labor, and available at the Public Disclosure Room
of the Pension and Welfare Benefit Administration, such as annual reports and
Plan descriptions.

         2.       Obtain, upon written request to the Plan administrator, copies
of documents governing the operation of the Plan, including collective
bargaining agreements, if any, and copies of the latest annual report (Form 5500
Series) and updated summary plan description. The Plan Administrator may make a
reasonable charge for the copies.

         3.       Receive a summary of the Plan's annual financial report, if
any. The Plan administrator is required by law to furnish each participant with
a copy of this summary annual report.

PRUDENT ACTIONS BY PLAN FIDUCIARIES

         In addition to creating rights for Plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the employee
benefit plan. The people who operate your Plan, called "fiduciaries" of the
Plan, have a duty to do so prudently and in the interest of you and other Plan
participants and beneficiaries. No one, including the Company, your union, or
any other person, may fire you or otherwise discriminate against you in any way
to prevent your from obtaining a welfare benefit or exercising your right under
ERISA.

ENFORCE YOUR RIGHTS

         If your claim for a welfare benefit is denied or ignored, in whole or
in part, you have a right to know why this was done, to obtain copies of
documents relating to the decision without charge, and to appeal any denial, all
within certain time schedules.

         Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request a copy of plan documents or the latest annual
report from the Plan and do not receive them within 30 days, you may file suit
in a Federal court. In such a case, the court may require the Plan Administrator
to provide the materials and pay you up to $110 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the
control of the Plan administrator. If you have a claim for benefits, which is
denied or ignored, in whole or in part, you may file suit in a state or Federal
court. In addition, if you disagree with the Plan's

<PAGE>

decision or lack thereof concerning the qualified status of a domestic relations
order or a medical child support order, you may file suit in Federal court. If
it should happen that Plan fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are successful,
the court may order the person you have sued to pay these costs and fees. If you
lose, the court may order you to pay these costs and fees, for example, if it
finds your claim is frivolous.

ASSISTANCE WITH YOUR QUESTIONS

         If you have any questions about your Plan, you should contact the Plan
Administrator. If you should have any questions about this statement or about
your rights under ERISA, or if you need assistance in obtaining documents from
the Plan administrator, you should contact the nearest office of the Pension and
Welfare Benefits Administration, U. S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquires,
Pension and Welfare Benefits Administration, U. S. Department of Labor, 200
Constitution Avenue N. W., Washington, D. C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Pension and Welfare Benefits Administration.

ADMINISTRATIVE INFORMATION

<TABLE>
<S>                                            <C>
Name of Plan:                                  The Geron Corporation Change of Control Plan with
                                               respect to Options and Severance

Plan Administrator:                            Compensation Committee of the Board of Directors
                                               Geron Corporation
                                               230 Constitution Drive
                                               Menlo Park, CA 94025 USA
                                               Tel: 650-473-7700
                                               Fax: 650-473-7750

Type of Administration:                        Self-Administered

Type of Plan:                                  Severance Pay Employee Welfare Benefit Plan

Employer Identification Number:                75-2287752

Direct Questions Regarding the Plan to:        Compensation Committee of the Board of Directors
                                               Geron Corporation
                                               230 Constitution Drive
                                               Menlo Park, CA 94025 USA
                                               Tel: 650-473-7700
                                               Fax: 650-473-7750

Agent for Service of Legal Process:            Corporate Secretary
                                               Geron Corporation
                                               230 Constitution Drive
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<TABLE>
<S>                                            <C>
                                               Menlo Park, CA 94025 USA
                                               Tel: 650-473-7700
                                               Fax: 650-473-7750

                                               Service of Legal Process may also be made upon the Plan
                                               Administrator

Plan Year:                                     Calendar Year

Plan Number:                                   SP-1
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