Grant. The Committee has granted to You RSUs representing the right to receive [Shares Granted] Shares in consideration for services to be performed by You for the Company or an Affiliate.

Grant. The Company grants to you, on the terms and conditions set forth in this Agreement, the number of RSUs indicated on the Notice of Grant.

Grant. A Participant may be granted one or more Stock Awards under the Plan; provided that such Award to an Employee is granted in lieu of salary, cash bonus or other cash compensation. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee.

Grant. Subject to the terms and conditions of the Plan, Awards may be awarded to Eligible Directors at any time and from time to time as determined by the Committee. The Committee shall determine the Eligible Directors to whom, and the time or times at which, grants of Awards will be made, the nature of each Award, the number of shares of Stock, Restricted Stock Units or other interests that are covered by or subject to such Award, any requirements for the vesting of such Award and any other restrictions applicable thereto, and the other terms and conditions of such Awards, in addition to those set forth in Section 5(b) and in the following Sections that apply to each specific type of Award. In the event of any inconsistency between this Section 5 and any of the following Sections that apply to a specific type of Award, the provisions of the Section applying to that specific type of Award will control.

Grant. Stock Appreciation Rights may be granted to an Eligible Director alone, in addition to or in tandem with other Awards granted under the Plan or cash awards made outside of the Plan. In the case of an Award of Stock Appreciation Rights relating to an Award of Stock Options, such rights may be granted either at or after the time of the grant of the related Non-Qualified Stock Options.

Grant. The Management Development and Compensation Committee (“Committee”) of the Board of Directors of General Electric Company (“Company”) has granted the above number of Restricted Stock Units (“RSUs”) to the individual named in this Grant Agreement (“Grantee”), subject to the terms of this Grant Agreement. Without limiting any condition of this RSU award, the award is subject to cancellation and forfeiture if the Grantee does not confirm acceptance within 45 days of the Grant Date. Once vested, each RSU entitles the Grantee to receive from the Company # one Share of Company common stock, par value $0.01 per Share and # a cash payment in respect of Dividend Equivalents (described below), each in accordance with the terms of this Grant Agreement, the GE 2007 Long-Term Incentive Plan, as amended and restated (“Plan”), and any rules, procedures and sub-plans (including country addenda) adopted by the Committee.

Company’s Right of First Refusal. Before any Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”).

Under the Originator Receivables Transfer Agreement, to the extent # an Originator breaches the Eligibility Representation with respect to one or more Receivables, # such breach has a material adverse effect on the Issuer and # such breach is not cured by the end of the applicable grace period set forth in [Section 3.4(b)] of the Originator Receivables Transfer Agreement, such Originator that has breached the Eligibility Representation is required to reacquire all affected Receivables by remitting the Acquisition Amount to the Collection Account, as set forth in [Section 3.4(b)] of the Originator Receivables Transfer Agreement (such reacquisition is referred to herein as the "Originator Reacquisition Obligation").

Grant of Right of First Offer; Conditions. From and after the Commencement Date, Subtenant shall have a right of first offer, subject to the provisions of this Section (the “Right of First Offer”), with respect to any portion of the Premises (excluding the Sublet Portion and any portion of the Premises currently offered for sublease by Sublandlord on the date hereof) which Sublandlord subsequently desires to sublease (each, an “Offering Space”). Subtenant’s Right of First Offer shall be exercised as follows: at any time after Sublandlord has determined that it will sublease an Offering Space (but prior to subleasing the applicable Offering Space to a third party), Sublandlord shall advise Subtenant in writing (the “Advice”) of the terms under which Sublandlord is prepared to lease the Offering Space to Subtenant for the remainder of the Term, which terms shall reflect the then-current Base Rent rate under the Master Lease for the applicable Offering Space, as such Base Rent rate may increase from time to time in accordance with the Master Lease. Subtenant may sublease the applicable Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Sublandlord (the “Notice of Exercise”) within five (5) business days after the date of the Advice, except that Subtenant shall have no such Right of First Offer and Sublandlord need not provide Subtenant with an Advice, if: # Subtenant is in default under this Sublease beyond any applicable cure periods at the time that Sublandlord would otherwise deliver the Advice; # the Sublet Portion, or any portion thereof, is sublet at the time Sublandlord would otherwise deliver the Advice; # the Sublease has been assigned prior to the date Sublandlord would otherwise deliver the Advice; # Subtenant is not occupying the Sublet Portion on the date Sublandlord would otherwise deliver the Advice; # the Offering Space is not intended for the exclusive use of Subtenant during the Term. Further, any exercise of Subtenant’s Right of First Offer is expressly conditioned upon Master Landlord’s approval of such exercise in accordance with the Master Lease, it being understood that Master Landlord’s failure or refusal to consent to any exercise of Subtenant’s Right of First Offer shall render such exercise null, void and of no force or effect.

The Board is the ultimate granting authority for this Program, with the power to select eligible persons for participation and to make all decisions concerning the grant or amendment of awards. The Board may delegate this authority in whole or in part # to the Executive Resources Committee; or # to a committee of two or more persons who may, but need not, be directors of the Company.