ex10s.htm


    

      Exhibit
10(s)

      


      Date of
Notification: January 28, 2008

      


      Notice
to Employee: This is a legal document. 
You are advised to consult with an
attorney prior to signing this agreement.

      


      SEPARATION AGREEMENT &
RELEASE

      


      This is an Agreement between General
Electric Company (the "Company") and David Nissen (the "Employee").

      


      WHEREAS the Employee will cease to be
employed by the Company,

      


      WHEREAS the Company and the Employee
intend the terms and conditions of this Agreement to govern all issues related
to the Employee's employment and separation from the Company,

      


      NOW, THEREFORE, in consideration of the
covenants and mutual promises herein contained, the Company and Employee agree
as follows:

      


      


      1.           Separation Date. The
Employee shall continue to be employed on active payroll and be paid his current
salary at the Company's regular pay intervals until the end of December, 2008
when his separation will become effective, or until he begins full time
employment with another employer, whichever event occurs first (the “Separation
Date”). The Employee will continue to work full-time until June 30, 2008. After
this date, the Employee is expected to be available for consultation with
respect to matters within the scope of his employment. The Employee agrees that
he will immediately notify the Company in the event that he commences full-time
employment with another employer.

      


      In the
event of the death or disability (as defined in the GE Long Term Disability
Income Plan for Salaried Employees) of the Employee prior to December 31, 2008,
then the date of such death or disability shall be the Separation Date, assuming
the Employee is still employed by the Company.

      


      2.           Employee
Representations. Employee hereby represents and acknowledges to the
Company that (a) the Company has advised Employee to consult with an attorney of
his choosing; (b) he has had twenty-one (21) days to consider the waiver of his
rights under the Age Discrimination in Employment Act of 1967, as amended
(“ADEA”) prior to signing this Agreement; (c) he has disclosed to the Company
any information in his possession concerning any conduct involving the Company
or its affiliates that he has any reason to believe involves any false claims to
the United States or is or may be unlawful or violates Company Policy in any
respect; (d) the consideration provided him under this Agreement is sufficient
to support the releases provided by him under this Agreement; and (e) he has not
filed any charges, claims or lawsuits against


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      the
Company involving any aspect of his employment which have not been terminated as
of the date of this Agreement. The Employee understands that the Company regards
the representations made by him as material and that the Company is relying on
these representations in entering into this Agreement.

      


      3.           Effective Date of the
Agreement. Employee shall have seven days from the date Employee signs
this Agreement to revoke Employee’s consent to the waiver of his rights under
the ADEA in writing addressed and delivered to the Company official executing
this Agreement on behalf of the Company which action shall revoke this
Agreement. If Employee revokes this Agreement, all of its provisions shall be
void and unenforceable. If Employee does not revoke his consent, the Agreement
will take effect on the day after the end of this revocation period (the
“Effective Date”).

      


      4.           Vacation and other
benefits. The period during which Employee shall remain on active payroll
described in Paragraph 1 shall be inclusive of all vacation to which Employee is
or may be entitled through his Separation Date. Employee shall not receive any
other payments for vacations or holidays.

      


      5.           Incentive
Compensation. Incentive Compensation for 2007 will be paid during
February 2008. Incentive Compensation for 2008 will be a pro-rata share (6/12)
of the Incentive Compensation paid for 2007 and paid during the regular
Incentive process by the Company. No Incentive Compensation will be paid for
2009.

      


      6.           Officer Benefits.
Employee’s participation in the Company benefit plans (e.g., medical, Savings
and Security Program) through the Separation Date will be in accordance with the
provisions of the various Company benefit plans for an active employee. Officer
benefits and perquisites shall be treated as follows:

      


      
        	
                a)  

              	
                Company
      Automobile. The Employee may continue using the Company-provided
      car in his possession at the Effective Date of this Agreement until the
      Separation Date, the end of the lease term, or when the car has reached
      50,000 miles on the odometer, whichever occurs first (the “Car Termination
      Date”). At the Car Termination Date, the Employee may purchase the car at
      its market value (as determined by GE Fleet Services) or relinquish the
      car to the Company.

              


      

      


      
        	
                b)  

              	
                Financial Planner.
      The Employee may continue to avail himself of the services of a
      financial planner until the Separation
Date.

              


      

      


      
        	
                c)  

              	
                Executive Products
      Plan. The Employee’s eligibility for and participation in the
      Executive Products Plan will cease on the Effective
  Date.

              


      

      


      
        	
                d)  

              	
                Life
      Insurance. The Company
      agrees to maintain the Employee’s Executive Life Insurance Policy, Senior
      Executive Life Insurance Policy and Leadership Life Insurance Policy and
      continue to make premium payments in accordance with the terms of the
      applicable plans.

              


      

      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      7.           Stock Options. The
following options will become vested and exercisable as of the Effective
Date:

      


      
        	
                Grant

                Date

              	
                Grant

                Price

              	
                No.
      of Options with

                Accelerated
      Vesting

              
	
                9/12/03

              	
                $31.53

              	
                30,000

              
	
                9/17/04

              	
                $34.22

              	
                72,000

              
	
                9/16/05

              	
                $34.47

              	
                117,000

              
	
                9/08/06

              	
                $34.01

              	
                140,000

              


      

      


      All
stock options not vested on the Effective Date will be canceled.  The
Employee will be able to exercise all vested options (whether or not listed in
this Agreement) until the original expiration date of the grant. However, if the
Employee dies before the date an option will expire under this Agreement, such
option will expire on the earlier of two years after death or the original
expiration date, unless the option was granted under the 1990 Long-Term
Incentive Plan and death occurs within three months of the Separation Date, in
which case the option will expire two years from death.

      


      8.           Executive Deferred Salary
Plans. The Employee will receive payment from his 2006 Executive Deferred
Salary Plan, with 8 1⁄2 percent simple interest. Such payment will be made in one
lump sum as soon as practicable following the Employee's Separation
Date.  The Employee’s other Executive Deferred Salary Plan accounts
will be payable in accordance with the terms of such Plans, consistent with his
prior election(s).

      


      9.           Deferred Incentive
Compensation. Employee’s deferred incentive compensation will be paid out
after the Separation Date in accordance with the provisions of the GE Incentive
Compensation Plan.

      


      10.           Retirement Allowance.
Employee will be granted a retirement allowance effective January 1, 2009. The
retirement allowance will be based on the Employee’s service and compensation
history as of the Separation Date and will be on the terms and conditions as set
forth in Exhibit
A (“General Electric Company Allowance on Termination of Service –
Employee Agreement”) attached hereto. Employee shall be eligible for those
benefits under the Company’s employee benefit plans that apply to an employee
who retires directly from the service of the Company.  Employee must
sign both this Agreement and Exhibit A to receive the retirement allowance. The
Employee understands that the present value of this allowance represents wages
that are subject to FICA and Medicare taxes. The Employee agrees that he is
responsible for his share of these taxes and any federal and/or state income
taxes and any other taxes that may apply.

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      11.           Vesting of Restricted Stock
Units.  The following Class Grant RSU’s will remain
outstanding, with shares to be delivered as soon as practicable after the lapse
dates:

      


      


      
        	
                Grant
      Date

              	
                No.
      of Shares

              	
                Lapse
      Date

              
	
                9/12/03

              	
                16,667

              	
                9/12/08

              
	
                9/17/04

              	
                20,000

              	
                9/17/09

              
	
                9/16/05

              	
                21,667

              	
                9/16/08

              
	 
    	
                21,667

              	
                9/16/10

              
	
                9/0806

              	
                29,167

              	
                9/08/09

              
	 
    	
                29,167

              	
                9/08/11

              
	
                9/7/07

              	
                11,666

              	
                9/07/08

              
	 
    	
                11,667

              	
                9/07/09

              
	 
    	
                11,667

              	
                9/07/10

              
	 
    	
                11,667

              	
                9/07/11

              
	 
    	
                11,667

              	
                9/07/12

              


      

      


      All
Retention RSU’s (listed below) will remain outstanding with shares delivered as
soon as practicable after the lapse dates:

      


      
        	
                Grant
      Date

              	
                No.
      of Shares

              	
                Lapse
      Date

              
	
                6/26/98

              	
                10,000

              	
                5/01/08

              
	 
    	
                10,000

              	
                5/01/10

              
	 
    	
                10,000

              	
                5/01/11

              
	
                7/29/99

              	
                10,000

              	
                5/01/08

              
	 
    	
                10,000

              	
                5/01/10

              
	 
    	
                10,000

              	
                5/01/11

              
	
                7/27/00

              	
                8,333

              	
                5/01/08

              
	 
    	
                8,333

              	
                5/01/10

              
	 
    	
                8,334

              	
                5/01/11

              
	
                9/12/03

              	
                8,333

              	
                5/01/08

              
	 
    	
                25,000

              	
                9/12/08

              
	 
    	
                8,333

              	
                5/01/10

              
	 
    	
                8,334

              	
                5/01/11

              
	 
    	
                25,000

              	
                9/12/13

              
	
                7/27/06

              	
                12,500

              	
                7/27/09

              
	 
    	
                12,500

              	
                7/27/11

              
	 
    	
                12,500

              	
                7/27/13

              
	 
    	
                12,500

              	
                7/27/16

              


      

      


      During
the entire period that restrictions on RSUs continue to lapse, the Employee will
continue to receive dividends on all unvested RSUs, in accordance with the terms
of the


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      plan(s).  Upon
the Employee’s death, all unvested RSUs shall immediately vest and all
restrictions shall immediately lapse.

      


      12.           2006-2008 Long-Term
Performance Award. The Employee will be eligible to receive a pro rata
payment under the 2006-2008 Long-Term Performance Award Program. The payout will
be based on factors set forth in the original performance award granted to the
Employee. The award will be 30/36 of the award the Employee would have been
entitled to if he were employed for the entire 2006-2008 award period. The
award, if any, will be paid in cash in 2009 in accordance with the terms of the
Program.

      


      13.           Employee Innovation and
Proprietary Information Agreement. The Employee Innovation and
Proprietary Information Agreement will remain in effect in accordance with its
terms.

      


      14.           Confidential
Information. The Employee acknowledges that, in connection with his
employment at the Company, he obtained knowledge about confidential and
proprietary information, or trade secrets of the Company, including but not
limited to lists of customers, technical information about Company products,
strategic plans of company businesses and price information (hereinafter the
"Information"). Employee agrees, either prior to or following the Effective
Date, not to use, publish or otherwise disclose any Information to others,
including but not limited to a subsequent employer or competitor of the Company.
If the Employee has any question regarding what data or information would be
considered by the Company to be Information subject to this provision, the
Employee agrees to contact the Senior Vice President, Corporate Human Resources
for written clarification.

      


      15.           Non-Competition and
Non-Solicitation.  The Employee agrees for a period of two
years following the Effective Date, that he will not enter into an employment or
contractual relationship, either directly or indirectly, to provide services to
any competitor of the Company in the consumer finance industry, including but
not limited to: Citi, Grupo Santander, HSBC, Capital One, Barclaycard, BNP
Paribas, Societe Generale, without prior written approval from the Senior
Vice-President, Corporate Human Resources of the Company, which will not be
unreasonably withheld.

      


      The
Employee agrees that for a period of two years after the Effective Date, he will
not, without prior written approval from the Senior Vice-President, Corporate
Human Resources of the Company, directly or indirectly solicit any person who is
an employee of the Company to terminate his relationship with the
Company.

      


      Subject
to the prior approval of the Senior Vice-President, Corporate Human Resources of
the Company, the Employee shall have the right to serve on boards of directors
and/or on advisory boards during the two year period referred to above, provided
that Employee may not serve on the board of any competitor of the Company in the
consumer finance industry.

      



      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      16.           Release of Claims.
The Employee and his heirs, assigns, and agents agree to release, waive, and
discharge the Releasees as defined below from each and every waivable claim,
action or right of any sort, known or unknown, suspected or unsuspected, arising
on or before the Effective Date (as described below).

      


      
        	
                a)  

              	
                Releasees.
      “Releasees” include the following: (1) the Company; (2) all current and
      former Company parents, subsidiaries, related companies, affiliates,
      partnerships or joint ventures, and, with respect to each of them, their
      predecessors and successors; (3) with respect to each such entity
      identified in (1) and (2) above, all of its past, present, and future
      employees, officers, directors, stockholders, owners, representatives,
      assigns, attorneys, agents, insurers, employee benefit programs (and the
      trustees, administrators, fiduciaries and insurers of such programs), and
      (4) any other person acting by, through, under or in concert with any of
      the persons or entities listed in this paragraph, and their predecessors
      or successors.

              


      

      


      
        	
                b)  

              	
                Claims
      Released. The foregoing release includes, but is not limited to:
      (1) any claim of discrimination, harassment, or retaliation related to
      race, sex, pregnancy, religion, marital status, sexual orientation,
      national origin, handicap or disability, age, veteran status, or
      citizenship status or any other category protected by law; (2) any other
      claim based on a statutory prohibition or requirement; (3) any and all
      claims under any law of any nation, including any and all claims under any
      United States of America federal, state, or local law, regulation, or
      ordinance; (4) any claim under contract, tort, or common law, such as
      claims of wrongful discharge, negligent or intentional affliction of
      emotional distress and defamation; (5) any claim arising out of or related
      to an express or implied employment contract, any other contract affecting
      terms and conditions of employment, or a covenant of good faith and fair
      dealing; (6) any claims under the Sarbanes-Oxley Act, including
      retaliation claims; (7) any personal gain with respect to any claim under
      the qui tam provisions of the False Claims Act; and (8) any claims for
      attorneys’ fees that exist or may exist as of the date of the signing of
      this Agreement. Employee understands
      that he is not releasing any claims arising after the Effective Date, and
      that he is not releasing claims that cannot lawfully be
      released.

              


      

      


      
        	
                c)  

              	
                ADEA Claims.
      The Employee acknowledges that he is releasing rights and claims under the
      Age Discrimination in Employment Act of 1967 (“ADEA”), as
      amended.

              


      

      


      
        	
                d)  

              	
                Violating the
      Release. If the Employee violates this release by suing a Releasee
      or causing a Releasee to be sued for any matter in the scope of the
      release, the Employee agrees to pay all costs and expenses of defending
      against the suit incurred by the Releasee, including reasonable attorneys’
      fees,

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                e)  

              	
                except
      to the extent that paying such fees, costs and expenses is prohibited by
      law or would result in the invalidation of the foregoing
      release.

              


      

      


      
        	
                f)  

              	
                Cooperating with
      Government Agencies. This Agreement does not limit the Employee’s
      ability to communicate with governmental investigators on matters
      involving the Company or participating in any such proceeding before a
      governmental agency, including a state or federal fair employment
      practices agency. However, the Employee agrees he cannot receive any
      monetary or personal gain for such participation. Accordingly, Employee
      shall be barred from seeking and expressly waives any and all rights to
      any monetary, injunctive, or other personal relief for released claims,
      including but not limited to reinstatement, damages, remedies, or other
      such relief, any and all rights to which he hereby
  waives

              


      

      


      
        	
                g)  

              	
                Alternative Dispute
      Resolution. The Employee agrees to submit to the Company’s internal
      alternative dispute resolution process (for purposes of this Agreement
      called “Company ADR”) including final and binding arbitration, any claims
      not released by this Agreement, and covered by such Company ADR, or any
      claims that arise after the Effective Date (as described below) of this
      Agreement, without regard to whether the employee is a “new employee” or a
      “current employee” as defined by the Company ADR. Employee understands
      that this means he is giving up the right to a jury trial for any claims
      not released by this Agreement or that arise after the effective date, and
      that all such claims submitted to arbitration pursuant to the Company ADR
      will be decided solely by an arbitrator. If Employee needs another copy of
      the Company ADR guidelines, he can access it online, if available, or ask
      his Company HR Manager (or his successor, if the Company HR Manager is no
      longer in the role) for a copy.

              


      

      


      17.           
Breach by
Employee. The Company’s obligations to the Employee after the Effective
Date are contingent on Employee’s obligations under this Agreement. Any material
breach of this Agreement by the Employee will result in the immediate
cancellation of the Company’s obligations under this Agreement and of any
benefits that have been granted to the Employee by the terms of this Agreement
except to the extent that such cancellation is prohibited by law or would result
in the invalidation of the foregoing release.

      


      18.           
Employee
Availability. The Employee agrees to make himself reasonably available to
the Company to respond to requests by the Company for information pertaining to
or relating to the Company and/or the Company's affiliates, subsidiaries,
agents, officers, directors or employees that may be within the knowledge of the
Employee. Employee will cooperate fully with the Company in connection with any
and all existing or future litigation or investigations brought by or against
the Company or any of its affiliates, agents, officers, directors or employees,
whether administrative, civil or criminal in nature, in which and to the extent
the Company deems the Employee's cooperation necessary. The Company will
reimburse the Employee for reasonable out-of


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      pocket
expenses incurred as a result of such cooperation. Nothing herein shall prevent
the Employee from communicating with or participating in any government
investigation.

      


      19.           Non Disparagement.
The Employee agrees, subject to any obligations he may have under applicable
law, that he will not make or cause to be made any statements that disparage,
are inimical to, or damage the reputation of the Company or any of its
affiliates, subsidiaries, agents, officers, directors or employees. In the event
such a communication is made to anyone, including but not limited to the media,
public interest groups and publishing companies, it will be considered a
material breach of the terms of this Agreement and the Employee will be required
to reimburse the Company for any and all compensation and benefits (other than
those already vested) paid under the terms of this Agreement and all commitments
to make additional payments to the Employee will be null and void.

      


      20.           Future Employment.
The Company is not obligated to offer employment to the Employee (or to accept
services or the performance of work from the Employee directly or indirectly)
now or in the future. Employee agrees never to seek employment with the Company
or any of its subsidiaries or affiliated companies.

      


      21.           Severability of
Provisions. In the event that any provision in this Agreement is
determined to be legally invalid or unenforceable by any court of competent
jurisdiction, and cannot be modified to be enforceable, the affected provision
shall be stricken from the Agreement, and the remaining terms of the Agreement
and its enforceability shall remain unaffected.

      


      22.           Return of Company
Property. The Employee agrees that as of Separation Date he will have
returned to the Company any and all Company property or equipment in his
possession, including but not limited to: any computer, printer, fax, phone,
credit card and dial comm card assigned to him. The Employee agrees that as of
the Separation Date he will have no outstanding balance on his corporate credit
card for which appropriate T&L accounting has not been
submitted.

      


      23.           Confidentiality.  The
Employee shall keep strictly confidential all the terms and conditions,
including amounts, in this Agreement and shall not disclose them to any person
other than the Employee's spouse, the Employee’s legal or financial advisor, or
U.S. governmental officials who seek such information in the course of their
official duties, unless compelled by law to do so. If a person not a party to
this Agreement requests or demands, by subpoena or otherwise, that the Employee
disclose or produce this Agreement or any terms or conditions thereof, the
Employee shall immediately notify the Company and shall give the Company an
opportunity to respond to such notice before taking any action or making any
decision in connection with such request or subpoena.

      


      24.           Entire Agreement.
This Agreement sets forth the entire agreement and understanding between the
parties hereto and may be changed only with the written consent of both parties
and only if both parties make express reference to this Agreement. The parties
have not relied on any oral statements that are not included in


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      this
Agreement. This Agreement supercedes all prior agreements and understandings
concerning the subject matter of this Agreement. Any modifications to this
Agreement must be in writing and signed by Employee and an authorized employee
or agent of the Company.

      


      25.           Applicable
Law.  This Agreement shall be construed, interpreted and
applied in accordance with the law of the State of New York.

      


      26.           Additional
Release.                                                      
The employee agrees that on or after the last day of his employment with the
Company, the Employee will execute an additional release covering the period
from the Effective Date to the last day of employment. The Employee agrees that
all Company covenants that relate to obligations of the Company beyond the last
day of employment will be contingent on the execution of the release. The
release will be in the form of Exhibit #1 to this Agreement.

      


      27.           Compliance with Section 409A
of the Internal Revenue Code. This Agreement is intended to satisfy the
requirements of Section 409A of the Internal Revenue Code (and any related
guidance issued by the IRS or the Treasury Department), so as to avoid the
imposition of any additional taxes, penalties or interest under those rules.
Accordingly, this Agreement shall be modified, as determined by the Company, to
the extent necessary to avoid the imposition of any additional taxes, penalties
or interest. The Company may take any such action without the consent of, or
notice to, the Employee. Consistent with the foregoing all payments under this
Agreement shall be delayed to the extent necessary to comply with the rules in
Section 409A(2)(B)(i) (generally requiring a delay of six months after
termination for certain payments made to Top-50 officers).

      


      28.           Indemnification. The
Company shall provide to the Employee, with respect to his service as an Officer
of the Company, and for services rendered in compliance with this Agreement,
indemnification and expense advancement, which the Company is permitted by law
to provide but is not in excess of the Company’s then existing
practice.

      


      


      I
acknowledge that I understand the above agreement includes the release of all
claims. I understand that I am waiving unknown claims and I am doing so
intentionally.

      


      
        	
                DAVID
      NISSEN

              	 
    	
                GENERAL
      ELECTRIC COMPANY

              
	 
    	 
    	 
    
	
                By:

              	/s/ David
      Nissen	 
    	/s/ John F.
      Lynch
	 
    	 
    	 
    	 
    	 
    
	
                Date:

              	6 Feb
      2008	 
    	
                Date:

              	6 Feb
      2008


      

      



      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      


      EXHIBIT
#1

      


      


      SUPPLEMENTAL
RELEASE

      


      This
supplemental release given to the General Electric Company (the "Company") by
David Nissen (the "Employee") is executed in consideration for the covenants
made by the Company in an a Separation Agreement and Release signed by the
Employee on ___(date)______

      


      The
Employee and his heirs, assigns, and agents release, waive, and discharge the
Releasees as defined below from each and every waivable claim, action or right
of any sort, known or unknown, suspected or unsuspected, arising on or before
the date of this Supplemental Release.

      


      
        	
                 
      

              	
                a)

              	
                Releasees.
      “Releasees” include the following: (1) the Company; (2) all current and
      former Company parents, subsidiaries, related companies, affiliates,
      partnerships or joint ventures, and, with respect to each of them, their
      predecessors and successors; (3) with respect to each such entity
      identified in (1) and (2) above, all of its past, present, and future
      employees, officers, directors, stockholders, owners, representatives,
      assigns, attorneys, agents, insurers, employee benefit programs (and the
      trustees, administrators, fiduciaries and insurers of such programs), and
      (4) any other person acting by, through, under or in concert with any of
      the persons or entities listed in this paragraph, and their predecessors
      or successors.

              


      

      


      
        	
                b)  

              	
                Claims
      Released. The foregoing release includes, but is not limited to:
      (1) any claim of discrimination, harassment, or retaliation related to
      race, sex, pregnancy, religion, marital status, sexual orientation,
      national origin, handicap or disability, age, veteran status, or
      citizenship status or any other category protected by law; (2) any other
      claim based on a statutory prohibition or requirement; (3) any and all
      claims under any law of any nation, including any and all claims under any
      United States of America federal, state, or local law, regulation, or
      ordinance; (4) any claim under contract, tort, or common law, such as
      claims of wrongful discharge, negligent or intentional affliction of
      emotional distress and defamation; (5) any claim arising out of or related
      to an express or implied employment contract, any other contract affecting
      terms and conditions of employment, or a covenant of good faith and fair
      dealing; (6) any claims under the Sarbanes-Oxley Act, including
      retaliation claims; (7) any personal gain with respect to any claim under
      the qui tam provisions of the False Claims Act; and (8) any claims for
      attorneys’ fees that exist or may exist as of the date of the signing of
      this Agreement.
      Employee understands that he is not releasing any claims arising after the
      Effective Date, and that he is not releasing claims that cannot lawfully
      be released.

              


      

      



      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                c)  

              	
                ADEA Claims.
      The Employee acknowledges that he is releasing rights and claims under the
      Age Discrimination in Employment Act of 1967 (“ADEA”), as
      amended.

              


      

      


      


      
        	 
    	 
    
	 
    	
                David
      Nissen

              
	 
    	 
    
	 
    	 
    
	 
    	
                DATE:

              	 
    
	 
    	 
    
	 
    	 
    
	
                WITNESS:

              	 
    	 
    


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


      EXHIBIT
A

      


      GENERAL ELECTRIC
COMPANY

      ALLOWANCE ON TERMINATION OF
SERVICE – EMPLOYEE AGREEMENT

      


      


      
        	
                Name: David
      Nissen

              	
                SSO
      ID: 215000041

              


      

       

      I hereby agree to accept an
Allowance effective January 1, 2009 in the form of a Retirement Allowance to be
paid as described below.

       

       

      I
understand that the granting of this Allowance is conditioned upon my electing
optional retirement to begin on the first of the month following my attainment
of age 60 under the GE Pension Plan, upon my agreement not to withdraw my
contributions plus interest credited thereon under that Plan and upon my
agreement not to elect the accelerated payment option under that
Plan.

       

      I
understand that my Allowance consists of the following amounts (prior to
survivorship election and subject to adjustment for any difference in my
compensation or creditable service from current assumptions):

       

      
        	
                (A)

              	
                An
      amount of $7,989.10 per month shall commence on January 1, 2009 and shall
      terminate at the end of the month in which I reach age 60 or the end of
      the month in which I die, if earlier. (Amount replaced by vested pension
      under the GE Pension Plan at age
60.)

              


      

       

      
        	
                (B)

              	
                An
      amount of $146,530.25 per month shall commence on January 1, 2009 and
      shall continue until the end of the month in which I
  die.

              


      

       

      
        	
                (C)

              	
                An
      amount of $838.28 per month shall commence on January 1, 2009 and shall
      continue until I attain age 63 or until the end of the month in which I
      die, if earlier. I understand that I will not receive the payments
      described in this paragraph (C) for the month in which I am eligible to
      begin receiving 80% of my Social Security benefits and for any subsequent
      month.

              


      

       

      I
understand that no payment shall be made under this Allowance for the first six
months following my Separation Date. The next regularly scheduled payment
thereafter shall include a retroactive adjustment for the missed payments during
such six-month period.


      
        
           


        

        
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      Survivor
Benefits

       

      If Your Death Occurs Before
Your Pension Starts

       

      Under the GE Pension
Plan

       

      
        	
                1.

              	
                A
      survivor benefit will be paid under the GE Pension Plan to your surviving
      spouse if you die before your pension commences under that Plan (i.e., the
      first of the month after you would have reached age 60). The survivor
      benefit starts when your pension under the GE Pension Plan would have
      started had you survived.

              


      

       

      
        	
                2.

              	
                To
      provide for an immediate and uninterrupted survivor benefit starting on
      the first of the month following your death, you can elect a survivor
      benefit with respect to the Allowance shown in (A) and (B) above. You may
      also waive the survivor benefit with respect to the Allowance with your
      spouse's consent in which case no benefits will be paid pursuant to this
      Agreement if your death occurs before your pension starts under the GE
      Pension Plan. If you elect this survivor benefit, your Allowance will be
      paid as follows:

              


      

       

      
        	
                 
      

              	
                The
      Allowance shown in (A) and (B) above shall be reduced in the same manner
      and be paid under the same terms and conditions as a pension is reduced
      and paid to provide a 50% survivor benefit under Section IX (1) of the GE
      Pension Plan to a participant who is age 60 and taking into account the
      difference in age between you and your
spouse.

              


      

       

      
        	
                 
      

              	
                If
      you die before the first of the month following attainment of age 60, a
      benefit shall be paid to your surviving spouse equal to 50% of your
      reduced Allowance under (A) and (B) above. The amount payable under this
      survivor benefit includes any benefit available to your surviving spouse
      in the form of a monthly income under the GE Pension Plan but this
      election will have no effect upon the amount of pension payable to you on
      and after the first of the month after you reach after age 60. If you die
      prior to such first of the month following attainment of age 60, the 50%
      survivor benefit payable to your surviving spouse shall commence on the
      first of the month following your death and shall continue for the
      remaining lifetime of your spouse. No further Allowance shall be paid to
      any persons after both you and your spouse have
  died.

              


      

       

      



      
        
           


        

        
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      If Your Death Occurs After
Your Pension Starts

       

      Under the GE Pension
Plan

       

      
        	
                1.

              	
                On
      the first of the month after you reach age 60, the Allowance shown in (A)
      above will stop and your pension under the GE Pension Plan will begin. If
      you are married at that time, your pension will provide automatically for
      the payment of 50% joint and survivor annuity with a lifetime benefit to
      your surviving spouse after your subsequent death. During the 90-day
      period ending on the date your pension starts, you and your spouse can
      waive this payment method in favor of an optional method. Your GE Benefits
      Handbook and distribution election forms explain the conditions applicable
      to the survivor benefit and its
waiver.

              


      

       

      
        	
                2.

              	
                If
      your death occurs after your pension has commenced under the GE Pension
      Plan and a death or survivor benefit is payable to your beneficiary or
      surviving spouse under that Plan, a death or survivor benefit will also be
      payable with respect to the portion of your Allowance shown in (B) above.
      The benefit will be computed and paid in the same manner as the death or
      survivor benefit under the GE Pension Plan. Any reduction in your pension
      under the GE Pension Plan to provide a survivor benefit shall
      automatically apply to the portion of your Allowance shown in (B) above
      effective when your pension starts under the GE Pension
    Plan.

              


      

       

      The
survivor benefit has been explained to me. I understand that my election below
applies to my death before the end of the month in which I reach age 60 and that
any elections applicable to my death after that date must be made during the
90-day period ending on the date my pension starts under the GE Pension
Plan.

       

      


      
        	 
    	 
    	
                I
      elect to have the Survivor Benefit apply to my
  Allowance.

              
	 
    	 
    	 
    
	 
    	 
    	
                I
      waive the Survivor Benefit with respect to the
  Allowance.

              


      

      


       

      I
understand that this Allowance may be terminated at any time by the Management
Development and Compensation Committee of the Board of Directors if the
Committee in its sole discretion determines that I or, after my death my
surviving spouse, has acted or is acting in any way inimical to the interests of
the Company. The Board of Directors may reduce, suspend or terminate this
Allowance at any time in its discretion. In any event, this Allowance will be
terminated if I am reemployed by the Company or any of its affiliates or
subsidiaries.


      
        
           


        

        
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                Signed

              	 
    	 
    	
                Date

              	 
    


      

       

      


       

      


       

      I
consent to the waiver of the Survivor Benefit with respect to the
Allowance.

       

      


      
        	
                Signed

              	 
    	 
    	
                Date

              	 
    
	 
    	
                (Spouse
      of Employee)

              	 
    	 
    	 
    


      

       

      



      
        
           


        

        
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