Exhibit 10(dd)


    
      Exhibit
        10(dd)


      GE
        1990 LONG TERM INCENTIVE PLAN

      


      Grant
        of Contingent Long Term Performance Award

      


      


      	1.  	
              Grant
                of Contingent Long Term Performance Award. The Management
                Development and Compensation Committee (“Committee”) of the Board of
                Directors of General Electric Company (“Company”) approved a Contingent
                Long Term Performance Award (“Award”) for [NAME] (“Grantee), under and
                subject to the terms of the Company’s 1990 Long Term Incentive Plan
                (“Plan”). This Award provides a potential payment to the Grantee in
                [PAYMENT DATE] that, in accordance with the terms of the Award, will
                be
                based upon the attainment of certain financial performance goals
                from
                [START DATE] through [END DATE] and the Grantee’s annual total
                compensation rate as of [SALARY DATE], each as explained
                below.

            


      


      	2.  	
              Purpose
                of Award and Financial Performance Goals.
                This Award was made to provide additional emphasis on and incentive
                for
                the attainment of the following important financial performance goals
                for
                the Company on an overall basis during the three-year performance
                period
                from [START DATE] through [END DATE]. 

            


      


      
        	
                Financial
                  Performance

              	
                Company
                  Performance Goals for the Period [START] -
                  [END]

              
	
                Measurements

              	
                Threshold

              	
                Target

              	
                Maximum

              
	 	 	 	 
	
                Avg.
                  Annual Revenue % Growth

              	
                X.X%

              	
                X.X%

              	
                X.X%

              
	
                Avg.
                  Annual EPS % Growth

              	
                X.X%

              	
                X.X%

              	
                X.X%

              
	
                   –
                  excluding effect of pension on earnings

              	 	 	 
	
                Cumulative
                  % Return on Total Capital

              	
                X.X%

              	
                X.X%

              	
                X.X%

              
	
                Cumulative
                  CFOA Generated (B$)

              	
                $XX.X

              	
                $XX.X

              	
                $XX.X

              


      

      


      Attainment
        of the performance goals will be determined solely by the Committee and will
        be
        based on the financial performance results, adjusted for any unusual items,
        of
        the Company, all as defined and interpreted by the Committee.

      


      	3.  	
              Payment.
                The Award will be payable in cash, or Company common stock, or a
                combination thereof, at the discretion of the Committee, to the Grantee
                in
                [PAYMENT DATE], provided the Committee determines that the Company
                has
                attained or exceeded at least one of its threshold goals set forth
                in the
                table above. The table below shows the percentage of the Grantee’s annual
                total compensation rate as of [COMPENSATION DATE] (i.e., annual base
                salary rate at [SALARY DATE] and incentive compensation earned for
                [IC
                YEAR] and paid in [IC PAYMENT DATE]) that would be payable in [PAYMENT
                DATE] if the specified goals were to be precisely attained (i.e.,
                threshold, target or maximum) for all of the financial performance
                measurements set forth in the table
                above.

            


      


      
        	 	
                Threshold

              	
                Target

              	
                Maximum

              
	
                Potential
                  Payment as % of 

              	 	 	 
	
                Annual
                  Total Compensation Rate

              	
                XXX%

              	
                XXX%

              	
                XXX%

              


      

      


      In
        calculating the actual amount of the payment, if any, that will be payable
        hereunder, each of the performance measurements will be weighted equally
        (i.e.,
        25%), and payment will be prorated if financial performance falls between
        goals.
        Payment will be reduced by any taxes that must be paid or withheld as determined
        by the Company.

       

      -OVER-

       

      
        
           

        

        
          
          

          
            

          

        

        
          
          

          -
            2 -

        

      

      
 

      	4.  	
              Alteration/Termination.
                The Award will be cancelled if the Grantee’s employment with the Company
                or any of its affiliates terminates before the payment of the Award
                for
                any reason other than death, retirement or disability. In addition,
                the
                Committee shall have the right at any time in its sole discretion
                to waive
                any provisions of, or amend, alter, suspend, discontinue or terminate
                the
                Award without the consent of the Grantee.

            


      


      	5.  	
              Plan
                Terms Incorporated. All terms used in this
                Award have the same meaning as given such terms in the Plan. This
                Award
                incorporates the provisions of the Plan, a copy of which will be
                furnished
                upon request, and such provisions shall be deemed a part of the grant
                for
                all purposes.

            


      


      	6.  	
              Modification,
                Waiver or Amendment. This Award and the Plan
                contain all of the provisions applicable to the Award granted herein
                and
                no other statements, documents or practices may modify, waive or
                alter
                such provisions unless expressly set forth in writing, authorized
                by the
                Committee, and delivered to the Grantee.

            


      


      	7.  	
              Acknowledgement
                and Agreement. The undersigned Grantee
                hereby acknowledges receipt of this Award and agrees to the terms
                herein.
                Without in any way limiting the authority of the Committee with respect
                to
                this Award, including Section 4 hereof, the Grantee agrees
                that:

            


      


      	·  	
              If,
                prior to the payment of the Award, the Grantee voluntarily terminates
                employment, or if the Grantee is removed from his or her position
                for any
                reason, the Grantee will not be entitled to any payment under this
                Award.

            


      


      	·  	
              If
                the Grantee retires, becomes disabled, or dies prior to [END DATE]
                and
                would have received a payment under this Award, but for such retirement,
                disability, or death, the Grantee or the Grantee’s estate in the case of
                death, will be given a pro-rata payment in [PAYMENT DATE], based
                on the
                number of months worked during the performance period, subject to
                the
                discretion of the Committee to reduce or cancel such
                payment.

            


      


      	8.  	
              Interpretation
                and Application of Terms. Any and all
                determinations with respect to the interpretation and application
                of this
                Award, including the attainment or measurement of performance goals
                and
                the determination of the Grantee’s right to, or the amount (if any) of,
                any payment pursuant hereto, shall lie solely with the Committee.
                All such
                determinations are final and binding upon the Grantee, their estate,
                and
                any person seeking to assert a claim through or on their behalf,
                and
                neither the Grantee nor any other person shall have any right to
                appeal
                such determinations.

            


      
 

       

      
        	 	 	 
	 	 	
                General
                  Electric Company

              
	 	 	
                [Date]

              
	 	 	 
	
                Grantee’s
                  Signature

              	 	 
	 	 	 
	
                Date