ex10g.htm


    
      Exhibit 10(g)

       

      GE
Supplementary

      Pension
Plan

      


      Effective
January 1, 2009

      


      


      Section
I.

       

      Eligible
Employees

       

      Each
Employee who is assigned to the GE Executive or higher Career Band (or a
position of equivalent responsibility as determined by the Pension Board), who
has five or more years of Pension Qualification Service and who is a participant
in the GE Pension Plan shall be eligible to participate, and shall participate,
in this Supplementary Pension Plan to the extent of the benefits provided
herein, provided that:

      


      
        	
                (a)

              	
                the
      foregoing shall not apply to an Employee of a Company other than General
      Electric Company which has not agreed to bear the cost of this Plan with
      respect to its Employees, and

              


      

      


      
        	
                (b)

              	
                except
      as provided in Section V, an Employee who retires under the optional
      retirement provisions of the GE Pension Plan before the first day of the
      month following attainment of age 60, or an Employee who leaves the
      Service of the Company before attainment of age 60, shall not be eligible
      for a Supplementary Pension under this
Plan.

              


      

      


      An
employee of any other company who participates in the GE Pension Plan, though
the employing company does not participate in the GE Pension Plan, shall be
eligible for benefits under this Plan, provided that such employee meets the job
position requirement specified above, and the employee’s participation in the
Supplementary Pension Plan is accepted by the Pension Board.

      


      An
Employee who was eligible to participate in this Plan by virtue of his assigned
position level or position of equivalent responsibility throughout any
consecutive three years of the fifteen year period ending on the last day of the
month preceding his termination of Service date for retirement and who meets the
other requirements specified in this Section shall be eligible for the benefits
provided herein even though he does not meet the eligibility requirements on the
date his Service terminates.

      


      The
Chief Executive Officer of General Electric Company, or his delegate, may
approve the continued participation in the Plan of an individual who is
localized outside the United States as an employee of the Company or an
Affiliate and who otherwise meets all of the eligibility conditions set forth
herein during such localization. The designated individual’s service and pay
while localized, with appropriate offsets for local country benefits, shall be
counted in calculating his Supplementary Pension. Such calculation and the
individual’s entitlement to any benefits herein shall be determined consistent
with the principles of the Plan as they apply to participants who are not
localized, provided that the Chief Executive Officer, or his delegate, may
direct such other treatment, if any, as he deems appropriate.

      


      Section
II.

       

      Definitions

       

      
        	
                (a)

              	
                Annual
      Estimated Social Security Benefit - The Annual Estimated Social Security
      Benefit shall mean the annual equivalent of the maximum possible Primary
      Insurance Amount payable, after reduction for early retirement, as an
      old-age benefit to an employee who retired at age 62 on January 1st of the
      calendar year in which occurred the Employee’s actual date of retirement
      or death, whichever is earlier; provided, however, that in the case of an
      Employee who is a New Plan Participant on the date of his termination of
      Service, age 65 shall be substituted for age 62 above. Such Annual
      Estimated Social Security Benefit shall be determined by the Company in
      accordance with the Federal Social Security Act in effect at the end of
      the calendar year immediately preceding such January
  1st.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      For
determinations which become effective on or after January 1, 1978, if an
Employee has less than 35 years of Pension Benefit Service, the Annual Estimated
Social Security Benefit shall be the amount determined under the first paragraph
of this definition hereof multiplied by a factor, the numerator of which shall
be the number of years of the Employee’s Pension Benefit Service to his date of
retirement or death, whichever is earlier, and the denominator of which shall be
35.

      


      The
Annual Estimated Social Security Benefit as so determined shall be adjusted to
include any social security, severance or similar benefit provided under foreign
law or regulation as the Pension Board may prescribe.

      


      
        	
                (b)

              	
                Annual
      Pension Payable under the GE Pension Plan - The Annual Pension Payable
      under the GE Pension Plan shall mean the sum of (1) the total annual past
      service annuity, future service annuity and Personal Pension Account
      Annuity deemed to be credited to the Employee as of his date of retirement
      or death, whichever is earlier, plus any additional annual amount required
      to provide the minimum pension under the GE Pension Plan and (2) any
      annual pension (or the annual pension equivalent of other forms of
      payment) payable under any other pension plan, policy, contract, or
      government program attributable to periods for which Pension Benefit
      Service is granted by the Chairman of the Board or the Pension Board or is
      credited by the GE Pension Plan provided the Pension Board determines such
      annual pension shall be deductible from the benefit payable under this
      Plan. All such amounts shall be determined before application of any
      reduction factors for optional or disability retirement, for election of
      any optional form of Pension at retirement, a qualified domestic relations
      order(s), if any, or in connection with any other adjustment made pursuant
      to the GE Pension Plan or any other pension
  plan.

              


      

      


      For the
purposes of this paragraph, the Employee’s Annual Pension Payable under the GE
Pension Plan shall include the Personal Pension Account Annuity deemed payable
to the Employee or the Employee’s spouse on the date of the Employee’s
retirement or death as the case may be, regardless of whether such annuity
commenced on such date.

      


      
        	
                (c)

              	
                Annual
      Retirement Income - For Employees who retire on or after July 1, 1988 or
      who die in active Service on or after such date, an Employee’s Annual
      Retirement Income shall mean the amount determined by multiplying 1.75% of
      the Employee’s Average Annual Compensation by the number of years of
      Pension Benefit Service completed by the Employee at the date of his
      retirement or death, whichever is
earlier.

              


      

      


      Average
Annual Compensation - Average Annual Compensation means one-third of the
Employee’s Compensation for the highest 36 consecutive months during the last
120 completed months before his date of retirement or death, whichever is
earlier. In computing an Employee’s Average Annual Compensation, his normal
straight-time earnings shall be substituted for his actual Compensation for any
month in which such normal straight-time earnings are greater. The Pension Board
shall specify the basis for determining any Employee’s Compensation for any
portion of the 120 completed months used to compute the Employee’s Average
Annual Compensation during which the Employee was not employed by an Employer
participating in this Plan.

      


      
        	
                (e)

              	
                Compensation
      - For periods after December 31, 1969, “Compensation” for the purposes of
      this Plan shall mean with respect to the period in question salary
      (including any deferred salary approved by the Pension Board as
      compensation for purposes of this Plan)
plus:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                for
      persons then eligible for Incentive Compensation, the total amount of any
      Incentive Compensation earned except to the extent such Incentive
      Compensation is excluded by the Board of Directors or a committee
      thereof;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                for
      persons who would then have been eligible for Incentive Compensation if
      they had not been participants in a Sales Commission Plan or other
      variable compensation plan, the total amount of sales commissions (or
      other variable compensation
earned);

              


      

      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (3)

              	
                for
      all other persons, the sales commissions and other variable compensation
      earned by them but only to the extent such earnings were then included
      under the GE Pension Plan;

              


      

      


      plus
any amounts (other than salary and those mentioned in clauses (1) through (3)
above) which were then included as Compensation under the GE Pension Plan except
any amounts which the Pension Board may exclude from the computation of
“Compensation” and subject to the powers of the Committee under Section IX
hereof.

      


      For
periods before January 1, 1970, “Compensation” for the purposes of this Plan has
the same meaning as under the GE Pension Plan applying the rules in effect
during such periods.

      


      The
definition set forth in this paragraph (e) shall apply to the calculation of any
and all Supplementary Pension benefits payable on and after January 1, 1976. All
such payments made prior to January 1, 1976 shall be determined in accordance
with the terms of the Plan in effect prior to such date.

      


      Notwithstanding
any provision of the Plan to the contrary, in no event will Incentive
Compensation, commissions and similar variable compensation paid after the end
of the calendar year in which the Employee’s Service terminates be disregarded
as Compensation hereunder as a result of the exclusion of such remuneration from
Compensation under the GE Pension Plan pursuant to the last sentence of the
first paragraph of the definition of “Compensation” set forth in Section XXVI
therein.

      


      
        	
                (f)

              	
                Grandfathered
      Employee - Grandfathered Employee means an Employee who did not accrue or
      acquire a non-forfeitable interest in any benefits hereunder on or after
      January 1, 2005.

              


      

      


      
        	
                (g)

              	
                Grandfathered
      Plan Benefit - Grandfathered Plan Benefit
means:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                in
      the case of Grandfathered Employees, their entire Supplementary Pension
      hereunder.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                in
      the case of Grandfathered Specified Employees, the accrued,
      non-forfeitable annuity to which the Grandfathered Specified Employee
      would have been entitled under this Plan if the Grandfathered Specified
      Employee voluntarily terminated employment on December 31, 2004, and
      received a payment of the benefits available from this Plan (A) on the
      earliest possible date allowed under this Plan to receive a payment of
      benefits following Separation from Service, and (B) in any payment form
      permitted under the GE Pension Plan on December 31, 2004. If a
      Grandfathered Specified Employee elects to receive benefits in the form of
      a 75% Alternative Survivor Benefit under the principles of Section IX.10
      of the GE Pension Plan, then his Grandfathered Plan Benefit with respect
      to such form of distribution shall be the portion attributable to his
      accrued benefit as of December 31, 2004 as determined above and based on
      the methodology set forth in Section IX.10 of the GE Pension Plan for
      converting benefits to this form of
  distribution.

              


      

      


      
        	
                (h)

              	
                Grandfathered
      Specified Employee - Grandfathered Specified Employee means a Specified
      Employee determined as of December 31, 2008 who had a non-forfeitable
      interest hereunder as of December 31,
2004.

              


      

      


      
        	
                (i)

              	
                Non-Grandfathered
      Plan Benefit - Non-Grandfathered Plan Benefit means all of the
      Supplementary Pension payable under this Plan except for the Grandfathered
      Plan Benefit.

              


      

      


      
        	
                (j)

              	
                Officers
      - Officers shall mean the Chairman of the Board, the Vice Chairmen, the
      President, the Vice Presidents, Officer Equivalents and such other
      Employees as the Committee referred to in Section IX hereof may
      designate.

              


      

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                (k)

              	
                Pension
      Benefit Service - Pension Benefit Service shall have the same meaning
      herein as in the GE Pension Plan except that for periods before January 1,
      1976, the term Credited Service as a full-time Employee shall also include
      all Service credited under the GE Pension Plan to such Employee for any
      period during which he was a full-time Employee for purposes of such GE
      Pension Plan.

              


      

      


      Pension
Benefit Service shall also include:

      


      
        	
                 
      

              	
                (1)

              	
                any
      period of Service with the Company or an Affiliate as the Pension Board
      may otherwise provide by rules and regulations issued with respect to this
      Plan, and,

              


      

      


      
        	
                 
      

              	
                (2)

              	
                any
      period of service with another employer as may be approved from time to
      time by the Chairman of the Board but only to the extent that any
      conditions specified in such approval have been
  met.

              


      

      


      
        	
                (l)

              	
                Pension
      Qualification Service - Pension Qualification Service shall have the same
      meaning herein as in the GE Pension Plan except that for periods before
      January 1, 1976 the term Credited Service used in determining such Pension
      Qualification Service shall mean only Service for which an Employee is
      credited with a past service annuity or a future service annuity under the
      GE Pension Plan (plus his first year of Service where such year is
      recognized as additional Credited Service under that Plan), except as the
      Pension Board may otherwise provide by rules and regulations issued with
      respect to this Plan.

              


      

      


      
        	
                (m)

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

              


      

      


      
        	
                (n)

              	
                Specified
      Employee - 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.

              


      

      


      All
other terms used in this Plan which are defined in the GE Pension Plan shall
have the same meanings herein as therein, unless otherwise expressly provided in
this Plan.

      


      Section
III.

       

      Amount
of Supplementary Pension at or After Normal Retirement

       

      
        	
                (a)

              	
                The
      annual Supplementary Pension payable to an eligible Employee who retires
      on or after his normal retirement date within the meaning of the GE
      Pension Plan shall be equal to the excess, if any, of the Employee’s
      Annual Retirement Income, over the sum
of:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                the
      Employee’s Annual Pension Payable under the GE Pension
    Plan;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                1⁄2
      of the Employee’s Annual Estimated Social Security
  Benefit;

              


      

      


      
        	
                 
      

              	
                (3)

              	
                the
      Employee’s annual excess benefit, if any, payable under the GE Excess
      Benefit Plan; and

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      Employee’s annual benefit, if any, payable under the GE Executive Special
      Early Retirement Option and Plant Closing Retirement Option
      Plan.

              


      

      


      Such
Supplementary Pension shall be subject to the limitations specified in Section
IX.

      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                (b)

              	
                The
      Supplementary Pension of an Employee who continues in the Service of the
      Company or an Affiliate after his normal retirement date shall not
      commence before his actual retirement date following Separation from
      Service, regardless of whether such Employee has attained age 70-1⁄2 and
      commenced receiving his pension under the GE Pension
  Plan.

              


      

      


      
        	
                (c)

              	
                Consistent
      with established Company procedures, if an eligible Employee commences his
      Supplementary Pension at the time set forth in Section X(a) but remains in
      protected service for other purposes by reason of not also retiring under
      the GE Pension Plan, his initial Supplementary Pension Plan benefit shall
      be based on his service credits earned up to the commencement date of his
      Supplementary Pension Plan benefit. Following the eligible Employee’s
      break in protected service, the dollar amount (but not the time or form of
      distribution) of the eligible Employee’s Supplementary Pension Plan
      benefit shall be adjusted consistent with such procedures to take into
      account any additional service credits the eligible Employee may have
      earned under the GE Pension Plan and any related
  offsets.

              


      

      


      


      Section
IV.

       

      Amount
of Supplementary Pension at Optional or Disability Retirement

       

      
        	
                (a)

              	
                The
      annual Supplementary Pension payable to an eligible Employee who,
      following attainment of age 60, retires hereunder on an optional
      retirement date within the meaning of Section V.1. of the GE Pension Plan
      shall be computed in the manner provided by Section III(a) (for an
      Employee retiring on his normal retirement date) but taking into account
      only Pension Benefit Service and Average Annual Compensation to the actual
      date of optional retirement. Such Supplementary Pension shall be subject
      to the limitations specified in Section IX. In the event such Employee is
      a New Plan Participant on the date of his termination of Service, such
      Supplementary Pension, as so limited, shall be reduced to reflect
      commencement before his normal retirement date by applying the methodology
      provided under Section V.3. of the GE Pension Plan. Consistent with the
      foregoing, such reduction shall equal 5/12% for each month from such
      Employee’s optional retirement date to his normal retirement date. Said
      reduction shall not be imposed, however, in the event such Employee
      terminates from the Service of the Company on or after (1) attainment of
      at least age 62 and (2) completion of at least 25 years of Pension
      Qualification Service under the GE Pension
Plan.

              


      

      


      
        	
                (b)

              	
                The
      annual Supplementary Pension payable to an eligible Employee who retires
      on a Disability Pension under Section VII of the GE Pension Plan and who
      qualifies as disabled by receiving income replacement benefits under a
      Company plan for a period of not less than three months and otherwise
      meeting the requirements under Treasury regulation section 1.409A-3(i)(4)
      and regulations and other guidance issued thereunder shall first be
      computed in the manner provided by Section III(a) (for an Employee
      retiring on his normal retirement date) taking into account only Pension
      Benefit Service and Average Annual Compensation to the actual date of
      disability retirement. Such Supplementary Pension shall be subject to the
      limitations specified in Section IX. Such Supplementary Pension, as so
      limited, shall be reduced to reflect commencement before the Employee’s
      earliest optional retirement age by applying the methodology provided
      under Section VII.3. of the GE Pension Plan, subject to Section
      X(a)(3)(A)(ii) below.

              


      

      


      If the
Disability Pension payable to the Employee under the GE Pension Plan is
discontinued thereunder as a result of the cessation of the Employee’s
disability prior to the attainment of age 60, the Supplementary Pension provided
under this Section IV(b) shall be forfeited and the Employee shall only be
eligible for a Supplementary Pension to the extent he separately qualifies under
another provision set forth herein.

      



      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Section
V.

       

      Special
Benefit Protection for Certain Employees

       

      
        	
                (a)

              	
                A
      former Employee whose Service with the Company is terminated on or after
      June 27, 1988, before attainment of age 60 and after completion of 25 or
      more years of Pension Qualification Service who does not withdraw his
      contributions from the GE Pension Plan before retirement and who meets one
      of the following conditions shall be eligible for a Supplementary Pension
      under this Plan commencing at the time set forth in Section
      X.(a).

              


      

      


      
        	
                 
      

              	
                (1)

              	
                The
      Employee’s Service is terminated because of a Plant
    Closing.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                The
      Employee’s Service is terminated for transfer to a Successor Employer. The
      conditions of this paragraph (2) shall not be satisfied, however, if the
      transferred Employee retires under the GE Pension Plan before July 1, 2000
      and prior to the later of (A) his termination of service with the
      Successor Employer and (B) the first of the month following attainment of
      age 60.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                The
      Employee’s Service terminated after one year on layoff with protected
      service.

              


      

      


      Effective
July 1, 1994 and regardless of whether the Employee terminated Service on,
before or after such date, for purposes of this Section V(a) and any other
provision of this Plan, a former Employee will be deemed to have withdrawn his
contributions from the GE Pension Plan at such time the payment of benefits
attributable to such contributions commences, regardless of whether such
contributions are paid in the form of a lump sum or an annuity.

      


      
        	
                (b)

              	
                The
      Supplementary Pension, if any, for Employees who meet the conditions in
      Section V(a) shall be calculated in accordance with the provisions of
      Section IV(a), including the imposition of the reduction described therein
      to reflect a commencement date occurring before normal retirement date in
      the case of Employees who are New Plan Participants on the date of their
      termination of Service. For purposes of making this calculation, the
      Employee’s: (1) Pension Benefit Service to the Service termination date
      shall be considered; (2) Average Annual Compensation shall be based on the
      last 120 completed months before such Service termination date; and (3)
      Annual Estimated Social Security Benefit shall be determined as though the
      Employee’s retirement date was such Service termination
    date.

              


      

      


      
        	
                (c)

              	
                No
      Supplementary Pension shall be payable to any former Employee who elects
      to accelerate the commencement of his pension under the GE Pension Plan
      under Section XI.4.b(iii) therein, nor shall any death or survivor
      benefits be payable hereunder with respect to such an
      Employee.

              


      

      


      
        	
                (d)

              	
                In
      the event a former Employee whose service with the Company was terminated
      under circumstances entitling him to a benefit pursuant to this Section V
      is reemployed, such Employee will retain a non-forfeitable interest in a
      benefit equal to the amount payable under this provision attributable to
      such Employee’s first period of service (with the calculation of any
      offsets determined in accordance with established administrative practices
      and based upon assumptions in effect as of such Employee’s first
      termination date). The same principle shall apply in determining the
      non-forfeitable interest hereunder of similarly-situated Employees with
      less than 25 years of Pension Qualification Service who, as a result of
      Company action, attained a non-forfeitable interest in their Supplementary
      Pension upon transfer to a successor employer and are subsequently
      re-employed by the Company.

              


      

      



      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Section
VI.

       

      Survivor
Benefits

       

      If a
survivor benefit applies with respect to an Employee’s Supplementary Pension
pursuant to Section X below, his Supplementary Pension shall be reduced in the
same manner as the pension payable under the GE Pension Plan is reduced under
such circumstances in accordance with the principles of Section IX of the GE
Pension Plan.

      


      Section
VII.

       

      Payments
Upon Death

       

      If an
eligible Employee dies in active Service or following retirement on a
Supplementary Pension, or if a former Employee entitled to a Supplementary
Pension pursuant to Section V dies prior to such retirement, (1) the principles
of Section X of the GE Pension Plan (disregarding any references therein to
Employee contributions) shall apply to determine whether a death benefit is
payable to the beneficiary or Surviving Spouse of such Employee under this
Supplementary Pension Plan, and (2) any such death benefit shall be computed and
paid in accordance with such principles, based on the Supplementary Pension
payable under this Plan; provided, however, that:

      


      
        	
                (a)

              	
                with
      respect to any pre-retirement death benefit attributable to
      Non-Grandfathered Plan Benefits where a Surviving Spouse otherwise would
      have a choice to receive such benefit as an annuity in accordance with the
      principles of Section X.9 of the GE Pension Plan (Preretirement Spouse
      Benefit) or as a lump sum in accordance with the principles of either
      Section X.2 (Five Year Certain (Death After Optional Retirement Age)) or
      Section X.3 (Five Year Certain (Death After 15 Years Pension Qualification
      Service)) of the GE Pension Plan, the lump sum value of such benefit under
      each applicable paragraph shall be determined (in the case of the
      Preretirement Spouse Benefit, based on the actuarial assumptions described
      in paragraph 3 of Section XV of the GE Pension Plan), and then the
      Surviving Spouse shall receive whichever resulting lump sum value is
      larger as of the first day of the month following the Employee’s death.
      For purposes of clarity, such Surviving Spouse shall not be eligible to
      receive an annuity in the form of the Preretirement Spouse Benefit under
      the principles of Section X.9 of the GE Pension Plan;
  and

              


      

      


      
        	
                (b)

              	
                with
      respect to any post-retirement death benefit attributable to
      Non-Grandfathered Plan Benefits under the principles of Section X.11 of
      the GE Pension Plan (Five Year Certain (No Survivor Benefit)), the
      calculation of the lump sum shall be determined without making any
      discount to present value. Consistent with the foregoing, such lump sum
      shall equal the excess of (1) 5 times the Employee’s Supplementary Pension
      payable as a single life annuity over (2) the total payments under this
      Plan to the Employee.

              


      

      


      Section
VIII.

       

      Employees
Retired Before July 1, 1973

       

      [Reserved-See
Section VIII of this Plan prior to this reservation.]

      


      


      Section
IX.

       

      Limitation
on Benefits

       

      
        	
                (a)

              	
                Notwithstanding
      any provision of this Plan to the contrary, if the sum
  of:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                the
      Supplementary Pension otherwise payable to an Employee
      hereunder;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                the
      Employee’s Annual Pension Payable under the GE Pension
    Plan;

              


      

      



      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (3)

              	
                100%
      of the Annual Estimated Social Security Benefit but before any adjustment
      for less than 35 years of Pension Benefit
  Service;

              


      

      


      
        	
                 
      

              	
                (4)

              	
                the
      Employee’s annual excess benefit, if any, payable under the GE Excess
      Benefit Plan; and

              


      

      


      
        	
                 
      

              	
                (5)

              	
                The
      Employee’s annual benefit, if any, payable under the GE Executive Special
      Early Retirement Option and Plant Closing Retirement Option Plan; exceeds
      60% of his Average Annual Compensation (with such Supplementary Pension
      and the amounts set forth in (2), (4) and (5) above determined before
      imposition of any applicable reduction factor or adjustment for optional
      or disability retirement, a survivor benefit or otherwise), such
      Supplementary Pension (as so determined) shall be reduced by the amount of
      the excess. Any further reductions or adjustments prescribed herein,
      including those applicable to Employees who are New Plan Participants on
      the date of their termination of Service, shall be applied against such
      reduced Supplementary Pension.

              


      

      


      
        	
                (b)

              	
                Notwithstanding
      any provision in this Plan (other than Section XIV(e)) to the contrary,
      the amount of Supplementary Pension and any death or survivor benefit
      payable to or on behalf of any Employee who is or was an Officer shall be
      determined in accordance with such general rules and regulations as may be
      adopted by a Committee appointed by the Board of Directors for such
      purpose, subject to the limitation that any such Supplementary Pension or
      death benefit may not exceed the amount which would be payable hereunder
      in the absence of such rules and
regulations.

              


      

      


      Section
X

       

      Payment
of Supplementary Pension Benefits

       

      
        	
                (a)

              	
                Time and Form of Payment.
      This Section governs the time and form of payment of the
      Supplementary Pension on and after the retirement of an eligible Employee.
      See Section VII above for certain additional rules regarding Payments on
      Death.

              


      

      


      
        	
                 
      

              	
                (1)

              	
                General Provisions.
      Supplementary Pensions shall be payable in monthly installments,
      each equal to 1/12th of the annual amount determined under the applicable
      Section. In addition, the provisions of the GE Pension Plan with respect
      to the following shall apply to amounts payable under this
      Plan:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                The
      date of the last payment of any Supplementary
  Pension.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Treatment
      of amounts payable to a missing
person.

              


      

      


      In no
event shall the accelerated payment option of Section XI.4.b(iii) of the GE
Pension Plan apply with respect to this Plan.

      


      
        	
                 
      

              	
                (2)

              	
                Grandfathered Plan Benefits.
      Payment of Supplementary Pensions provided for herein which are
      attributable to Grandfathered Plan Benefits shall be in the same form and
      commence as of the same date as distribution is made pursuant to the
      Participant’s election under the GE Pension Plan (subject to the special
      rule in Section III(b) of this Plan for Employees over age
      70-1⁄2).

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Non-Grandfathered
      Plan Benefits.

              


      

      


      
        	
                 
      

              	
                (A)

              	
                Time
      of Payment.

              


      

      



      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                Except
      as provided in paragraph (ii) below (relating to disability pensions), all
      payments of Non-Grandfathered Plan Benefits shall commence on the first
      day of the month after the Employee’s Separation from Service or the
      Employee’s attainment of age 60, if later; provided, however, that if an
      Employee is a Specified Employee, payment of any Non-Grandfathered Plan
      Benefit 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 the Non-Grandfathered Plan
      Benefit shall begin on the first day of the seventh month following
      Separation from Service and the first such payment shall be increased to
      reflect the missed payments (with interest accumulated in accordance with
      Pension Board procedures).

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Payment
      of Supplementary Pensions attributable to disability as provided for in
      Section IV(b) shall commence on the first day of the month after the
      Employee’s Separation from Service; provided, however, that the Employee
      shall forfeit any payments attributable to months prior to the first date
      on which a Disability Pension is actually paid under Section VII of the GE
      Pension Plan. For this purpose, any retroactive payments that may be made
      under the GE Pension Plan shall be disregarded and no corresponding
      retroactive payments shall be made hereunder. However, if retroactive
      payments are made under the GE Pension Plan, the reduction factor to be
      applied against the Supplementary Pension to reflect early commencement
      for disability shall be based on the date as of which the first
      retroactive payment, if any, is made under the GE Pension
      Plan.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Form of Payment. Unless
      an Employee makes an effective election pursuant to paragraph (B)(i)
      below, such benefits shall be paid as a 50% Survivor Benefit in accordance
      with the principles of Section IX.1 and other provisions of the GE Pension
      Plan applicable thereto (for Employees who are married at the time their
      Supplementary Pension begins) or as a single life annuity in accordance
      with the principles of Section XV, X.11 and other provisions of the GE
      Pension Plan applicable thereto (for Employees who are not married at the
      time their Supplementary Pension begins); provided, however,
      that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                As
      an alternative to the normal distribution forms set forth in this
      paragraph (B), a married Employee may elect to receive all payments of
      Non-Grandfathered Plan Benefits as a single life annuity as described
      above, a 100% Alternative Survivor Benefit in accordance with the
      principles of Section IX.3 and other provisions of the GE Pension Plan
      applicable thereto, or a 75% Alternative Survivor Benefit in accordance
      with the principles of Section IX.10 and other provisions of the GE
      Pension Plan applicable thereto. In the case of a disability pension
      payable under Section IV(b) above, however, the 100% Alternative Survivor
      Benefit shall not be available. An election under this paragraph may not
      be made more than 60 days following the date as of which payment is
      otherwise to commence in accordance with paragraph (3)(A) above. For
      purposes of clarity, if an Employee is a Specified Employee for whom the
      Non-Grandfathered Plan Benefit is delayed in accordance with paragraph
      (3)(A)(i) above, an election under this paragraph may be made anytime
      within the first six months following the Employee’s Separation from
      Service. If such Specified Employee dies during the six-month delay, the
      Specified Employee will be treated as if he retired before death, without
      regard to such delay, and commenced receiving his benefit either in
      accordance with his actual election under this paragraph as to the form of
      distribution, or in accordance the rules in paragraph (3)(B) above if no
      such election was made before
death.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Regardless
      of the initial form of payment for Non-Grandfathered Plan Benefits, the
      revocation feature provided in Section IX.8 of the GE Pension Plan shall
      not apply to Non-Grandfathered Plan
Benefits.

              


      

      



      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                (b)

              	
                Impact of Reemployment.
      If an Employee is reemployed by the Company or an Affiliate, the
      following provisions shall apply with respect to the determination of the
      Employee’s Supplementary Pension:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Grandfathered Plan
      Benefits. If the Employee’s pension under the GE Pension Plan is
      suspended or may not commence for any month in accordance with the
      re-employment provisions of that plan, the Employee’s Supplementary
      Pension attributable to Grandfathered Plan Benefits that would otherwise
      be payable during such re-employment shall be forfeited under this Plan.
      For this purpose, any addition to the Employee’s Supplementary Pension
      which he may earn hereunder following such re-employment shall not cause
      such Grandfathered Plan Benefits to be reclassified as Non-Grandfathered
      Plan Benefits. Upon the Employee’s subsequent Separation from Service, the
      Employee’s original distribution election, if any, with respect to such
      original Grandfathered Plan Benefits shall be disregarded and such
      original Grandfathered Plan Benefit (adjusted for any additional accrual
      or reduction) will be paid in accordance with the terms of the Plan in
      effect at the time of such subsequent Separation from Service applicable
      to Non-Grandfathered Plan Benefits. If such subsequent Separation from
      Service is by reason of death, any survivor or death benefits attributable
      to such original Grandfathered Plan Benefits (as so adjusted) will be
      determined in accordance with this Plan’s pre-retirement death and
      survivor benefit provisions then applicable to Non-Grandfathered Plan
      Benefits. The preceding two sentences shall not apply to Grandfathered
      Specified Employees.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Non-Grandfathered Plan
      Benefits. If the Employee is rehired after having commenced
      receiving his Supplementary Pension, and in accordance with the terms of
      the GE Pension Plan, the Employee would have had his pension therefrom
      suspended upon such re-employment, the Employee shall forfeit any benefits
      from this Plan attributable to his Non-Grandfathered Plan Benefit that
      would otherwise be payable during such re-employment. Upon the Employee’s
      subsequent Separation from Service:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                If
      the Employee’s Non-Grandfathered Plan Benefit is the same or has
      decreased, then:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Non-Grandfathered Plan Benefit earned during the first period of
      employment will resume immediately in the same form of distribution and
      with the same conversion and reduction factors that applied to the
      original distribution of such
benefit;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                if
      such original distribution form was a 50% Survivor Benefit, 75%
      Alternative Survivor Benefit or 100% Alternative Survivor Benefit, any
      survivor benefits will be payable only if the Surviving Spouse was married
      to the Participant at the time of his original retirement;
    and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                such
      benefit will be reduced, as necessary, if the Employee’s Non-Grandfathered
      Plan Benefit decreases as a result of his second period of
      employment.

              


      

      


      If such
subsequent Separation from Service is by reason of death, then any death or
survivor benefits attributable to Non-Grandfathered Plan Benefits will be based
on such original form of distribution with payment commencing on the first of
the month following death. Survivor benefits will be payable only if the
Surviving Spouse was married to the Employee at the time of his original
retirement and is otherwise eligible to receive payments hereunder.

      


      
        	
                 
      

              	
                (B)

              	
                If
      the Non-Grandfathered Plan Benefit payable upon such subsequent Separation
      from Service has increased as a result of the Employee’s second period of
      employment, then the above provisions set forth in paragraph (2)(A) will
      govern the Non-Grandfathered Plan Benefit earned during the first period
      of employment (as applicable), and the following will apply to any
      additional Non-Grandfathered Plan
Benefit:

              


      

      



      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                the
      additional benefit amount shall be distributed separately commencing on
      the first of the month following such subsequent Separation from Service
      based upon the Employee’s age, marital status and the otherwise applicable
      Plan terms at that time and any new distribution election made by the
      Employee in accordance with Section X(a)(3) above,
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                if
      such subsequent Separation from Service is by reason of death, any
      survivor or death benefits attributable to such additional
      Non-Grandfathered Plan Benefit will be determined separately in accordance
      with this Plan’s pre-retirement death and survivor benefit
      provisions.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                If
      an Employee is rehired under circumstances where he previously accrued a
      non-forfeitable interest in his Non-Grandfathered Plan Benefit but had not
      commenced receiving such benefit prior to his reemployment, the following
      shall apply:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                Such
      Employee shall forfeit the dollar amount of any Plan Benefits that would
      otherwise be paid while re-employed. However, such Employee will continue
      to retain an interest in the Plan (herein referred to as his “retained
      interest”) equal to the original non-forfeitable amount, as determined in
      accordance with Section V(d) above.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Such
      retained interest and any additional Non-Grandfathered Plan Benefit to
      which the Employee is entitled shall be payable following the Employee’s
      subsequent Separation from Service at the time and in the manner provided
      in Section X(a)(3). If the Employee dies before retirement, any survivor
      or death benefits attributable to such retained interest will be
      determined in accordance with this Plan’s pre-retirement death and
      survivor benefit provisions.

              


      

      


      
        	
                 
      

              	
                (C)

              	
                If
      the Employee continues in service after attaining age 60, the Employee’s
      retained interest shall commence after his subsequent Separation from
      Service at the time and in the manner provided in Section X(a)(3) and
      shall be calculated using reduction and conversion factors applicable to
      an age 60 commencement (but based on the spouse at actual retirement, if
      any).

              


      

      


      
        	
                (c)

              	
                Beneficiary and Spousal
      Consent. An Employee’s beneficiary for the purposes of this Plan
      shall be the beneficiary designated by him under the GE Pension Plan,
      except in those instances where a separate beneficiary designation is in
      effect under this Plan. The provisions of the GE Pension Plan with respect
      to the designation or selection of a beneficiary shall apply to the
      designation or selection of a beneficiary under this Plan. For purposes of
      clarity, the requirement in the GE Pension Plan for a Spouse’s Consent to
      the designation or selection of a beneficiary, or the election of
      alternative distribution forms hereunder, shall apply under this Plan.
      Notwithstanding the foregoing, in the case of Non-Grandfathered Plan
      Benefits, any elections governing beneficiaries made in accordance with
      Section VII(b) of this Plan, as restated July 1, 1991, or subsequent
      actions of the Company related thereto, shall continue to apply. No such
      elections, however, shall direct a different time or form of payment of
      Non-Grandfathered Plan Benefits from the time and form of payment
      prescribed under this Plan, nor shall any Employee who did not make such
      an election before this restatement be permitted to submit such an
      election.

              


      

      


      
        	
                (d)

              	
                With
      respect to Non-Grandfathered Plan Benefits, any provision of this Section
      X or other provision of this Plan that refers to the time or form of
      benefits under the GE Pension Plan shall be deemed to be a reference to
      the terms of the GE Pension Plan in effect on December 31,
      2008.

              


      

      



      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Section
XI.

       

      Administration

       

      
        	
                (a)

              	
                This
      Plan shall be administered by the Pension Board, which shall have
      authority to make, amend, interpret and enforce all appropriate rules and
      regulations for the administration of this Plan and decide or resolve in
      its sole and absolute discretion any and all questions or claims,
      including interpretations of this Plan, as may arise in connection with
      this Plan.

              


      

      


      
        	
                (b)

              	
                In
      the administration of this Plan, the Pension Board may, from time to time,
      employ agents and delegate to them such administrative duties as it sees
      fit and may from time to time consult with counsel who may also serve as
      counsel to the Company.

              


      

      


      
        	
                (c)

              	
                The
      decision or action of the Pension Board in respect of any question arising
      out of or in connection with the administration, interpretation and
      application of this Plan and the rules and regulations hereunder shall be
      final and conclusive and binding upon all persons having any interest in
      the Plan or making any claim
hereunder.

              


      

      


      Section
XII.

       

      Termination,
Suspension or Amendment

       

      The
Board of Directors may, in its sole discretion, terminate, suspend or amend this
Plan at any time or from time to time, in whole or in part. However, no such
termination, suspension or amendment shall adversely affect (a) the benefits of
any Employee who retired under the Plan prior to the date of such termination,
suspension or amendment or (b) the right of any then current Employee to receive
upon retirement, or of his or her Surviving Spouse or beneficiary to receive
upon such Employee’s death, the amount as a Supplementary Pension or death
benefit, as the case may be, to which such person would have been entitled under
this Plan computed to the date of such termination, suspension or amendment,
taking into account the Employee’s Pension Benefit Service and Average Annual
Compensation calculated as of the date of such termination, suspension or
amendment. Any amendment or termination shall comply with the restrictions of
Section 409A of the Code to the extent applicable. No amendment or termination
of the Plan may accelerate a scheduled payment of Non-Grandfathered Plan
Benefits, nor may any amendment or termination permit a subsequent deferral of
Non-Grandfathered Plan Benefits.

      


      Section
XIII.

       

      Adjustments
in Supplementary Pension Following Retirement

       

      
        	
                (a)

              	
                Effective
      January 1, 1975, the amount of Supplementary Pension then payable to any
      Employee who retired before January 1, 1975 shall be reduced by the amount
      of any increase which becomes effective January 1, 1975 in the Pension
      payable under the GE Pension Plan to such
  Employee.

              


      

      


      
        	
                (b)

              	
                If
      the Pension payable under the GE Pension Plan to any Employee is increased
      following his retirement which increase becomes effective after January 1,
      1975, the amount of the Supplementary Pension thereafter payable to such
      Employee under this Supplementary Pension Plan shall be determined by the
      Board of Directors.

              


      

      


      
        	
                (c)

              	
                Effective
      November 1, 1977, if the benefit payable to a pensioner or Surviving
      Spouse under the GE Pension Plan is increased in accordance with
      paragraphs 25 (a), (b) or (c) of Section XIV of that Plan, the
      Supplementary Pension or death benefit, if any, payable under this Plan to
      such pensioner or Surviving Spouse on and after November 1, 1977 shall be
      increased by the same percentage. Any such increase shall not be reduced
      by the percentage limitations specified in Section
  IX.

              


      

      



      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                (d)

              	
                Effective
      May 1, 1979, if the benefit payable to a pensioner or Surviving Spouse
      under the GE Pension Plan is increased by a percentage in accordance with
      paragraphs 26 (a), (b) or (c) of Section XIV of that Plan, or would have
      been increased by a percentage in accordance with such paragraphs except
      for the fact that such pensioner or Surviving Spouse received a lump-sum
      settlement under the GE Pension Plan, the Supplementary Pension or death
      benefit, if any, payable under this Plan to such pensioner or Surviving
      Spouse on and after May 1, 1979 shall be increased by the same percentage.
      Any such increase shall not be reduced by the percentage limitations
      specified in Section IX.

              


      

      


      
        	
                (e)

              	
                If
      the Pension benefit or Service credits under the GE Pension Plan are
      increased for a retired employee in accordance with paragraph 27 or 28 of
      Section XIV of that Plan, or in accordance with the opportunity made
      available under that Plan effective January 1, 1980 to make up Employee
      contributions plus interest for periods during which the Employee was
      otherwise eligible but failed to participate because of late enrollment or
      voluntary suspension, the Supplementary Pension payable to the Employee
      under this Plan shall be recalculated to take any such increase into
      account. For this purpose, Section III of this Plan as amended effective
      July 1, 1979 shall apply. Any change in the Employee’s Supplementary
      Pension shall take effect on the same date as the corresponding change
      under the GE Pension Plan.

              


      

      


      
        	
                (f)

              	
                Effective
      February 1, 1981, if the benefit payable to a pensioner or Surviving
      Spouse under the GE Pension Plan is increased by a percentage in
      accordance with paragraphs 29 (a), (b) or (c) of Section XIV of that Plan,
      or would have been increased by a percentage in accordance with such
      paragraphs except for the fact that such pensioner or Surviving Spouse
      received a lump sum settlement under the GE Pension Plan, the
      Supplementary Pension or death benefit, if any, payable under this Plan to
      such pensioner or Surviving Spouse on and after February 1, 1981 shall be
      increased by the same percentage. Any such increase shall not be reduced
      by the percentage limitations specified in Section
  IX.

              


      

      


      
        	
                (g)

              	
                Effective
      January 1, 1983, if the benefit payable to a pensioner under the GE
      Pension Plan is increased in accordance with paragraph 30 of Section XIV
      of that Plan, the Supplementary Pension payable to the pensioner under
      this Plan shall be recalculated to take any such increase into account.
      Any change in the Supplementary Pension shall take effect on the same date
      as the corresponding change under the GE Pension
  Plan.

              


      

      


      
        	
                (h)

              	
                Effective
      December 1, 1984, if the benefit payable to a pensioner or Surviving
      Spouse under the GE Pension Plan is increased by a percentage in
      accordance with paragraph 32 (a), (b) or (c) of Section XIV of that Plan,
      or would have been increased by a percentage in accordance with such
      paragraphs except for the fact that such pensioner or Surviving Spouse
      received a lump-sum settlement under the GE Pension Plan, the
      Supplementary Pension or death benefit, if any, payable under this Plan to
      such pensioner or Surviving Spouse on and after December 1, 1984, shall be
      increased by the same percentage. Any such increase shall not be reduced
      by the percentage limitations specified in Section
  IX.

              


      

      


      
        	
                (i)

              	
                Effective
      July 1, 1985, if the benefit payable to a pensioner under the GE Pension
      Plan is increased in accordance with paragraph 34 of Section XIV of that
      Plan, the Supplementary Pension payable to the pensioner under this Plan
      shall be recalculated to take any such increase into account. Any change
      in the Supplementary Pension shall take effect on the same date as the
      corresponding change under the GE Pension
Plan.

              


      

      


      
        	
                (j)

              	
                Effective
      January 1, 1988, if the benefit payable to a pensioner or Surviving Spouse
      under the GE Pension Plan is increased by a percentage in accordance with
      paragraph 35 of Section XIV of that Plan, or would have been increased by
      a percentage in accordance with such paragraph except for the fact that
      such pensioner or Surviving Spouse received a lump sum settlement under
      the GE Pension Plan, the Supplementary Pension or death benefit, if any,
      payable under this Plan to such pensioner or Surviving Spouse on and after
      January 1, 1988 shall be increased by the same percentage. Any such
      increase shall not be reduced by the percentage limitations specified in
      Section IX.

              


      

      



      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                (k)

              	
                Effective
      July 1, 1988, if the benefit payable to a pensioner under the GE Pension
      Plan or the GE Excess Benefit Plan is increased as a result of paragraph
      36 of Section XIV of the GE Pension Plan, the Supplementary Pension
      payable to the pensioner under this Plan shall be recalculated to take any
      such increase into account. Any change in the Supplementary Pension shall
      take effect on the same date as the corresponding increase under the GE
      Pension Plan or GE Excess Benefit
Plan.

              


      

      


      
        	
                (l)

              	
                Effective
      July 1, 1991, if the benefit payable to a pensioner or Surviving Spouse
      under the GE Pension Plan is increased by a percentage in accordance with
      paragraph 37 of Section XIV of that Plan, or would have been increased by
      a percentage in accordance with such paragraph except for the fact that
      such pensioner or Surviving Spouse received a lump sum settlement under
      the GE Pension Plan, the Supplementary Pension or death benefit, if any,
      payable under this Plan to such pensioner or Surviving Spouse on and after
      January 1, 1991 shall be increased by the same percentage. Any such
      increase shall not be reduced by the percentage limitations specified in
      Section IX.

              


      

      


      
        	
                (m)

              	
                Effective
      December 1, 1991, if the benefit payable to a pensioner under the GE
      Pension Plan, the GE Excess Benefit Plan or GE Executive Special Early
      Retirement Option and Plant Closing Retirement Option Plan is increased as
      a result of paragraph 38 of Section XIV of the GE Pension Plan, the
      Supplementary Pension payable to the pensioner under this Plan shall be
      recalculated to take any such increase into account. Any change in the
      Supplementary Pension shall take effect on the same date as the
      corresponding increase under the GE Pension Plan, GE Excess Benefit Plan
      or GE Executive Special Early Retirement Option and Plant Closing
      Retirement Option Plan.

              


      

      


      
        	
                (n)

              	
                Effective
      December 1, 1994, if the benefit payable to a pensioner under the GE
      Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early
      Retirement Option and Plant Closing Retirement Option Plan is increased as
      a result of paragraph 39 of Section XIV of the GE Pension Plan, the
      Supplementary Pension payable to the pensioner under this Plan shall be
      recalculated to take any such increase into account. Any change in the
      Supplementary Pension shall take effect on the same date as the
      corresponding increase under the GE Pension Plan, GE Excess Benefit Plan
      or GE Executive Special Early Retirement Option and Plant Closing
      Retirement Option Plan.

              


      

      


      
        	
                (o)

              	
                Effective
      November 1, 1996, if the benefit payable under the GE Pension Plan or the
      GE Excess Benefit Plan is increased as a result of paragraph 47, 48 or 49
      of Section XIV of the GE Pension Plan, said increase shall be disregarded
      for purposes of calculating the amount payable under this
      Plan.

              


      

      


      
        	
                (p)

              	
                Effective
      December 1, 1997, if the benefit payable to a pensioner under the GE
      Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early
      Retirement Option and Plant Closing Retirement Option Plan is increased as
      a result of paragraph 51 of Section XIV of the GE Pension Plan, the
      Supplementary Pension payable to the pensioner under this Plan shall be
      recalculated to take any such increase into account. Any change in the
      Supplementary Pension shall take effect on the same date as the
      corresponding increase under the GE Pension Plan, GE Excess Benefit Plan
      or GE Executive Special Early Retirement Option and Plant Closing
      Retirement Option Plan.

              


      

      


      
        	
                (q)

              	
                Effective
      May 1, 2000, if the benefit payable under the GE Pension Plan or the GE
      Excess Benefit Plan is increased as a result of paragraph 54, 55 or 56 of
      Section XIV of the GE Pension Plan, said increase shall be disregarded for
      purposes of calculating the amount payable under this
  Plan.

              


      

      


      
        	
                (r)

              	
                Effective
      December 1, 2000, if the benefit payable to a pensioner under the GE
      Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early
      Retirement Option and Plant Closing Retirement Option Plan is increased as
      a result of paragraph 58 of Section XIV of the GE Pension Plan, the
      Supplementary Pension payable to the pensioner under this Plan shall be
      recalculated to take any such increase into account. Any change in the
      Supplementary Pension shall take effect on the same date as the
      corresponding increase under the GE Pension Plan, GE Excess Benefit Plan
      or GE Executive Special Early Retirement Option and Plant Closing
      Retirement Option Plan.

              


      

      



      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                (s)

              	
                Effective
      December 1, 2003, if the benefit payable to a pensioner under the GE
      Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early
      Retirement Option and Plant Closing Retirement Option Plan is increased as
      a result of paragraph 67 of Section XIV of the GE Pension Plan, the
      Supplementary Pension payable to the pensioner under this Plan shall be
      recalculated to take any such increase into account. Any change in the
      Supplementary Pension shall take effect on the same date as the
      corresponding increase under the GE Pension Plan, GE Excess Benefit Plan
      or GE Executive Special Early Retirement Option and Plant Closing
      Retirement Option Plan.

              


      

      


      
        	
                (t)

              	
                Effective
      December 1, 2007, if the benefit payable to a pensioner under the GE
      Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early
      Retirement Option and Plant Closing Retirement Option Plan is increased as
      a result of paragraph 70 of Section XIV of the GE Pension Plan, the
      Supplementary Pension payable to the pensioner under this Plan shall be
      recalculated to take any such increase into account. Any change in the
      Supplementary Pension shall take effect on the same date as the
      corresponding increase under the GE Pension Plan, GE Excess Benefit Plan
      or GE Executive Special Early Retirement Option and Plant Closing
      Retirement Option Plan.

              


      

      


      


      Section
XIV

       

      General
Conditions

       

      
        	
                (a)

              	
                No
      interest of an Employee, retired employee (whether retired before or after
      July 1, 1973), Surviving Spouse or beneficiary under this Plan and no
      benefit payable hereunder shall be assigned as security for a loan, and
      any such purported assignment shall be null, void and of no effect, nor
      shall any such interest or any such benefit be subject in any manner,
      either voluntarily or involuntarily, to anticipation, sale, transfer,
      assignment or encumbrance by or through an Employee, retired employee,
      Surviving Spouse or beneficiary. If any attempt is made to alienate,
      pledge or charge any such interest or any such benefit for any debt,
      liabilities in tort or contract, or otherwise, of any Employee, retired
      employee, Surviving Spouse, or beneficiary, contrary to the prohibitions
      of the preceding sentence, then the Pension Board in its discretion may
      suspend or forfeit the interests of such person and during the period of
      such suspension, or in case of forfeiture, the Pension Board shall hold
      such interest for the benefit of, or shall make the benefit payments to
      which such person would otherwise be entitled (in the same time and form)
      to the designated beneficiary or to some member of such Employee’s,
      retired employee’s, Surviving Spouse’s or beneficiary’s family to be
      selected in the discretion of the Pension Board. Similarly, in cases of
      misconduct, incapacity or disability, the Pension Board, in its sole
      discretion, may make payments (in the same time and form) to some member
      of the family of any of the foregoing to be selected by it or to
      whomsoever it may determine is best fitted to receive or administer such
      payments.

              


      

      


      
        	
                (b)

              	
                In
      connection with an allowance granted under the GE Retirement for the Good
      of the Company Program, and in accordance with the terms of that program,
      the Company, in its discretion, may decide to provide an Employee with a
      non-forfeitable interest in all or a portion of his Supplementary Pension
      under this Plan.

              


      

      


      
        	
                (c)

              	
                No
      Employee and no other person shall have any legal or equitable rights or
      interest in this Plan that are not expressly granted in this Plan.
      Participation in this Plan does not give any person any right to be
      retained in the Service of his employer. The right and power of the
      Company to dismiss or discharge any Employee is expressly
      reserved.

              


      

      


      
        	
                (d)

              	
                Except
      to the extent that the same are governed by the federal law (including
      Section 409A of the Code), the law of the State of New York shall govern
      the construction and administration of this
  Plan.

              


      

      


      
        	
                (e)

              	
                The
      rights under this Plan of an Employee who leaves the Service of the
      Company at any time and the rights of anyone entitled to receive any
      payments under the Plan by reason of the death of such Employee, shall be
      governed by the provisions of the Plan in effect on the date such Employee
      leaves the Service of the Company, except as otherwise specifically
      provided in this Plan; provided, however, that with respect to
      Non-Grandfathered Plan Benefits:

              


      

      



      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (1)

              	
                Any
      Employee who left the Service of the Company on or after January 1, 2005
      and prior to January 1, 2009 and commenced receipt of such benefits before
      January 1, 2009 shall not be eligible to select the revocation feature
      provided in Section IX.8 of the GE Pension
Plan.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Any
      Employee who left the Service of the Company on or after January 1, 2005
      and prior to January 1, 2009 and did not commence receipt of such benefits
      before January 1, 2009 (or anyone entitled to receive any payments under
      the Plan by reason of the death of such Employee who did not commence
      receipt of such payments before January 1, 2009) shall have the time and
      form of payment of such benefits determined under the terms contained
      herein.

              


      

      


      
        	
                (f)

              	
                This
      Plan is intended to comply with Section 409A of the Code with respect to
      amounts accrued after December 31, 2004 and amounts that were accrued but
      forfeitable on that date. In addition, if an Employee accrues benefits
      hereunder on or after January 1, 2005, the Plan is intended to comply with
      the requirements of Section 409A of the Code with respect to all of such
      Employee’s benefits hereunder; provided, however, that in the case of
      Grandfathered Specified Employees, the requirements of Section 409A of the
      Code shall only apply for amounts accrued in excess of Grandfathered Plan
      Benefits. The Plan shall be administered and interpreted in a manner
      consistent with such intent.

              


      

      



      
        
           


        

        
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