ELECTRIC COMPANY PENSION PLAN, AS AMENDED AND RESTATED
AS OF JULY 1, 2003, A COPY OF WHICH IS ON FILE WITH THE CORPORATE SECRETARY OF
THE COMPANY (THE "GE PLAN") AND (B) SUCH ELECTION TO DELAY THE COMMENCEMENT DATE
SATISFIES THE SUBSEQUENT DEFERRAL ELECTION REQUIREMENTS UNDER SECTION 409A.
IN
THE EVENT OF ANY SUCH ELECTION, THE ANNUAL AMOUNT SHALL BE ADJUSTED IN
ACCORDANCE WITH THE TERMS OF THE GE PLAN.
(IV)
FORM OF PAYMENT.
THE EXECUTIVE MAY ELECT TO HAVE THE SPECIAL PENSION
BENEFIT BE PAID IN A FORM OTHER THAN THE FORM OF THE NORMAL BENEFIT, BUT ONLY IF
(A) SUCH ALTERNATIVE FORM IS PERMITTED UNDER THE GE PLAN AND (B) SUCH ELECTION
TO CHANGE THE FORM OF PAYMENT SATISFIES THE REQUIREMENTS FOR SUBSEQUENT
ELECTIONS TO CHANGE THE FORM OF PAYMENT UNDER SECTION 409A.
IN THE EVENT OF ANY
SUCH ELECTION, THE ANNUAL AMOUNT SHALL BE ADJUSTED TO REFLECT THE APPLICABLE
FORM OF PAYMENT IN ACCORDANCE WITH THE TERMS OF THE GE PLAN.
(V)
ADMINISTRATION OF SPECIAL PENSION BENEFIT.
THE SPECIAL PENSION
BENEFIT SHALL BE ADMINISTERED BY THE BOARD, OR A COMMITTEE THEREOF, IN
ACCORDANCE WITH THE TERMS AND PURPOSES OF SECTION 7(B).
THE BOARD, OR A
COMMITTEE THEREOF, SHALL HAVE THE SOLE AND ABSOLUTE DISCRETIONARY DUTY AND
AUTHORITY TO INTERPRET THE PROVISIONS OF SECTION 7(B) AND THE GE PLAN AS IT
PERTAINS TO SECTION 7(B) AND DETERMINE THE AMOUNT AND MANNER OF PAYMENTS OF THE
SPECIAL PENSION BENEFIT DUE TO THE EXECUTIVE.
(VI)
NO OFF-SET; UNSECURED CREDITOR.
IN NO EVENT SHALL THE SPECIAL
PENSION BENEFIT BE REDUCED BY ANY AMOUNTS OTHERWISE PAYABLE TO THE EXECUTIVE
UNDER THE GE PLAN.
THE EXECUTIVE'S RIGHTS TO THE SPECIAL PENSION BENEFIT SHALL
BE SOLELY THOSE OF AN UNSECURED GENERAL CREDITOR OF THE COMPANY, AND NOTHING
HEREIN SHALL BE DEEMED TO GIVE THE EXECUTIVE ANY RIGHT TO PARTICULAR ASSETS OF
THE COMPANY OR TO REQUIRE THE COMPANY TO ESTABLISH A FUND OR TRUST FOR THE
BENEFIT OF THE EXECUTIVE OR OTHERWISE SET ASIDE ASSETS FOR HIS BENEFIT.
(C)
VACATIONS.
THE EXECUTIVE SHALL BE ENTITLED TO FOUR (4) WEEKS
PAID VACATION DURING EACH YEAR OF THE TERM.
THE EXECUTIVE SHALL ALSO BE
ENTITLED TO ALL PAID HOLIDAYS AND PERSONAL DAYS GIVEN BY THE COMPANY TO ITS
SENIOR EXECUTIVES.
(D)
RELOCATION.
IF THE EXECUTIVE RELOCATES HIS RESIDENCE AT THE
REQUEST OF THE COMPANY DURING THE TERM, THE COMPANY SHALL, CONSISTENT WITH ITS
5
RELOCATION POLICIES AND SUBJECT TO SECTION 10(D)(III), REIMBURSE THE EXECUTIVE
FOR THE EXECUTIVE'S EXPENSES INCURRED FOR RELOCATING HIMSELF AND HIS IMMEDIATE
FAMILY.
(E)
INDEMNIFICATION.
THE COMPANY AND ITS SUCCESSORS AND/OR ASSIGNS
WILL INDEMNIFY AND DEFEND THE EXECUTIVE TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW OF THE JURISDICTION IN WHICH THE COMPANY IS INCORPORATED AND THE
ORGANIZATIONAL DOCUMENTS OF THE COMPANY WITH RESPECT TO ANY CLAIMS THAT MAY BE
BROUGHT AGAINST THE EXECUTIVE ARISING OUT OF ANY ACTION TAKEN OR NOT TAKEN IN
THE EXECUTIVE'S CAPACITY AS AN OFFICER OR DIRECTOR OF THE COMPANY OR ANY OF ITS
AFFILIATES.
IN ADDITION,