ex10j.htm


    Exhibit
10(j)

     

    GE
Retirement for the

     

    Good
of the Company Program

     

    Effective January
1, 2009

    


    


     

    The Chairman of the
Board (with power to redelegate) is authorized to grant an allowance to any
employee (including officers) whose service is terminated after November 21,
1986, subject to the terms and conditions hereinafter set forth.  In
addition, the Chairman (with power to redelegate) has the authority to waive the
age, service and salary requirements of the authorization to grant deferred
termination allowances.

     

    
      	
              1.

            	
              An employee
      may be granted an allowance if:

            


    

    


    
      	
               
      

            	
              (a)

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    
      	
               
      

            	
              (c)

            	
              The employee
      elects optional retirement under the GE Pension Plan to begin on the first
      of the month following attainment of age
60;

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    
      	
               
      

            	
              (e)

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

            


    

    


    
      	
              2.

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

            


    

    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    Consistent with the
foregoing, in the case of an employee who is a “New Plan Participant” within the
meaning of the GE Pension Plan on the date of his termination of service, no
amount shall be payable under Paragraph (b) above, and the amounts set forth in
Paragraphs (a) and (c) above shall take into account the 25% early retirement
reduction factor applicable under the GE Pension Plan and GE Supplementary
Pension Plan for retirement at age 60.

    


    
      	
              3.

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

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              4.

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

            


    

    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
              5.

            	
              An employee
      granted a retirement or termination allowance who is married at the time
      the allowance begins shall receive a reduced allowance in order to provide
      for a continuation of payments (other than the portion of the allowance
      representing amounts described in Paragraph 2(b)) to the employee’s spouse
      after the employee’s death, if such death occurs prior to age 60, subject
      to the following conditions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              That portion
      of a retirement or termination allowance representing the amounts
      described in Paragraphs 2(a) and 2(c) shall be reduced and payable as a
      50% Survivor Benefit in accordance with the principles of Section IX.1
      (disregarding the calculations in the fourth paragraph therein for
      retirement as of the first day of the month following the attainment of
      age 59, or as of an earlier date) and Section IX.2 of the GE Pension Plan
      applicable thereto; provided, however,
that

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      revocation feature provided in Section IX.8 of the GE Pension Plan shall
      not apply to the payment of any benefits
  hereunder;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              payment to
      the surviving spouse shall be equal to one half of the reduced allowance
      that would have been payable to the employee had the employee survived,
      including any increase in such allowance that was scheduled to take effect
      at the employee’s age 60;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              if the
      employee’s death occurs prior to age 60, then payment of such allowance to
      the employee’s surviving spouse shall be further reduced by the amount
      available in the form of a monthly annuity as a preretirement spouse
      annuity payable under the GE Pension Plan with such reduction occurring
      beginning on the earliest date such annuity is so payable regardless of
      whether such annuity commenced on such
date;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              upon the
      death of the employee, the portion of the allowance representing the
      amount described in Paragraph 2(b) shall be discontinued at the end of the
      month in which such death occurs;
and

            


    

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (v)

            	
              In no event
      shall any further payments of allowance be made to any persons after the
      death of both the employee and the person who is his spouse for purposes
      of the survivor benefit.  No five-year certain feature shall be
      available under this Paragraph 5.

            


    

    


    
      	
               
      

            	
              (vi)

            	
              The spouse of
      a married employee shall not be eligible for any allowance payments after
      the employee’s death pursuant to this Paragraph 5 if such death occurs
      after attainment of age 60.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No benefits
      shall be payable under this Paragraph 5 in the case of a waiver of the
      survivor benefit as described in Paragraph
6.

            


    

    


    
      	
              6.

            	
              The
      individual agreement with the employee may prescribe that the portion of
      the retirement or termination allowance representing the amounts described
      in Paragraphs 2(a) and 2(c) shall be payable instead without any
      survivorship benefit.  In such circumstances, there shall be no
      reduction in the allowance to reflect any survivor benefits and no amounts
      shall be payable after the employee’s death, even if he is survived by a
      spouse.  This Paragraph 6 shall apply in all cases to employees
      who are not married at the time the allowance begins.  If the
      employee is married at the time the allowance begins, spousal consent to
      the waiver of the survivor benefit is required for this Paragraph 6 to
      apply.  No five-year certain feature shall be available under
      this Paragraph 6.

            


    

    


    
      	
              7.

            	
              Any allowance
      shall be paid in accordance with the terms set forth in the written
      agreement with the employee consistent with this
      program.  However, any such
allowance:

            


    

    


    
      	
               
      

            	
              (a)

            	
              may be
      terminated at any time by the Management Development and Compensation
      Committee if the Committee in its sole discretion determines that the
      employee or, after the death of the employee, the employee’s surviving
      spouse, has acted or is acting in any way inimical to the interests of the
      Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              shall
      terminate at the end of the month in which the employee withdraws his
      contributions to the GE Pension Plan plus interest credited thereon or
      elects to accelerate the commencement of his pension under Section
      Xl.4.b.(iii) of the GE Pension
Plan;

            


    

    


    
      	
               
      

            	
              (c)

            	
              shall
      terminate at the end of the month in which the employee’s death occurs, if
      prior to age 60 unless a survivor benefit is payable in accordance with
      Paragraph 5;

            


    

    


    
      	
               
      

            	
              (d)

            	
              shall
      terminate at the end of the month in which the employee attains age 60,
      except that the portion of the allowance representing the amount described
      in Paragraph 2(b) may be paid until the employee attains the Age of
      Eligibility for Social Security Benefits (currently age 62) or, if Section
      VI.8. of the GE Pension Plan is in effect, his Age of Eligibility for 80%
      Social Security Benefits within the meaning of such provision, or until
      the employee dies, whichever first
occurs.

            


    

    


    
      	
              8.

            	
              In
      conjunction with the allowances granted under this program, the Company,
      in its discretion, also may decide to provide the employee with a
      non-forfeitable interest in all or a portion of his accrued benefit
      payable after the attainment of age 60 under the GE Supplementary Pension
      Plan as described in Paragraph 2(c).  Upon such action, such
      non-forfeitable benefit shall be payable pursuant to the time, form and
      manner of payment of benefits prescribed by the GE Supplementary Pension
      Plan; provided, however, that the principles of Paragraphs 7(a), 10 and 13
      of this program shall apply to such non-forfeitable benefit under the GE
      Supplementary Pension Plan.  This Paragraph 8 shall be the sole
      means by which the amount described in Paragraph 2(c) shall be payable to
      any participant granted a deferred allowance that is to begin after the
      attainment of age 60.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              If a former
      employee entitled to a deferred allowance who is granted a non-forfeitable
      interest in accordance with this Paragraph 8 dies before such benefit
      commences under the GE Supplementary Pension Plan and a preretirement
      survivor annuity is payable to the surviving spouse of the employee under
      the GE Pension Plan, a preretirement survivor annuity may also be payable
      to such surviving spouse under the GE Supplementary Pension Plan based
      upon the employee’s vested supplementary pension.  Any such
      preretirement survivor annuity shall be computed and paid in the same
      manner as such death benefit is payable in accordance with the principles
      of Section VII of the GE Supplementary Pension
  Plan.

            


    

    


    
      	
               
      

            	
              (b)

            	
              This
      Paragraph 8 shall not apply in the case of allowances granted in
      conjunction with the payment of the Special Early Retirement Option or
      Plant Closing Pension Option under the GE Pension Plan as described in
      Paragraph 9.

            


    

    


    
      	
              9.

            	
              Notwithstanding
      any provision of the program to the contrary concerning the form in which
      an allowance will be distributed (including applicable survivor or death
      benefits), if an allowance described in Paragraph 2(c) is granted in
      conjunction with the payment of the Special Early Retirement Option or
      Plant Closing Pension Option under the GE Pension Plan, then such
      allowance shall be payable in the same form and subject to at least the
      same reduction factors as the pension is paid under the GE Pension Plan;
      provided, however, that in the case of any differences between such form
      of distribution (including associated survivor and death benefits) under
      the GE Pension Plan and the GE Supplementary Pension Plan, the principles
      of the GE Supplementary Pension Plan shall
  govern.

            


    

    


    
      	
              10.

            	
              Any allowance
      payable under this program (or the granting of a non-forfeitable interest
      under the GE Supplementary Pension Plan pursuant to this program) shall
      terminate upon the employee’s reemployment by General Electric Company or
      any of its affiliates or subsidiaries, and no benefit shall be payable
      under this program (or under the GE Supplementary Pension Plan) in the
      absence of the employee again qualifying for a benefit under such program
      or plan for independent reasons.

            


    

    


    
      	
              11.

            	
              For purposes
      of this program, the terms “spouse” and “surviving spouse” shall have the
      same meanings as under Section XXVI of the GE Pension
  Plan.

            


    

    


    
      	
              12.

            	
              Except as to
      withholding of any tax under the laws of the United States or any state or
      locality, no benefit payable at any time hereunder shall be subject in any
      manner to alienation, sale, transfer, assignment, pledge, attachment or
      other legal process, or encumbrance of any kind.  Any attempt to
      alienate, sell, transfer, assign, pledge or otherwise encumber any such
      benefit, whether currently or thereafter payable hereunder, shall be
      void.

            


    

    


    
      	
              13.

            	
              Any or all
      allowances granted under this program may be amended, reduced, suspended,
      or terminated by the Board of Directors in its discretion.  Any
      such amendment, reduction, suspension or termination shall comply with the
      restrictions of Section 409A of the Code, to the extent
      applicable.  No such amendment, reduction, suspension or
      termination may accelerate a scheduled payment of benefits hereunder, nor
      may any such amendment, reduction, suspension or termination permit a
      subsequent deferral of benefits
hereunder.

            


    

    


    
      	
              14.

            	
              The rights
      under this program of an employee who leaves the service of the Company at
      any time and the rights of anyone entitled to receive any payments under
      this program by reason of the death of such employee, shall be governed by
      the provisions of this program in effect on the date such employee leaves
      the service of the Company, except as otherwise specifically provided in
      this program.  Notwithstanding the
  foregoing,

            


    

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              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 be subject to Paragraph 4(b) if such employee is a Specified
      Employee, and shall not be eligible to select the revocation feature as
      described in Section IX.8 of the GE Pension
  Plan,

            


    

    


    
      	
               
      

            	
              (b)

            	
              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 payments before
      January 1, 2009 (and anyone entitled to receive any payments under the
      program 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, and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      provisions of Paragraph 8 shall apply on and after January 1, 2009 to
      employees described in Paragraphs (a) or (b) who, as of January 1, 2009,
      had not yet received any allowance after the attainment of age
      60.

            


    

    


    
      	
              15.

            	
              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
program.

            


    

    


    
      	
              16.

            	
              This program
      is intended to comply with Section 409A of the Code with respect to
      amounts accrued after December 31, 2004 and any amounts that were accrued
      but forfeitable on that date.  In addition, if an employee
      accrues benefits hereunder on or after January 1, 2005, this program is
      intended to comply with the requirements of Section 409A of the Code with
      respect to all of such employee’s benefits hereunder. This program
      (including any individual agreements issues pursuant to this program)
      shall be administered and interpreted in a manner consistent with such
      intent.

            


    


    
      
         


      

      
        6