Time Sharing Agreement – GE

AIRCRAFT TIME SHARING AGREEMENT

THIS TIME SHARING AGREEMENT (this “Agreement”) is entered
into on November 22, 2010 by General Electric Company (“Owner”), a New York
corporation, with principal offices at 3135 Easton Turnpike, Fairfield, CT and
Jeffrey R. Immelt (“Lessee”).

BACKGROUND:

A. Owner is the registered owner of certain civil aircraft
bearing the United States Registration Numbers and of the types set forth on
Exhibit A to this Agreement (collectively, the “Aircraft” or individually an
“Aircraft”).

B. Owner employs fully qualified flight crews to operate
the Aircraft; and

C. From time to time, Lessee may desire to lease the
Aircraft from Owner for Lessee153s personal travel at Lessee153s discretion on a
time sharing basis as defined in Section 91.501(c)(1) of the Federal Aviation
Regulations (“FAR”).

NOW, THEREFORE, Owner and Lessee agree as follows:

1. Subject to the terms and conditions of this
Agreement, Owner agrees to lease the Aircraft to Lessee for Lessee153s personal
travel at Lessee153s discretion pursuant to the provisions of FAR
Section 91.501(c)(1) and to provide a fully qualified flight crew for all
operations for flights scheduled in accordance with the terms of this Agreement
during the period commencing on the date of this Agreement and terminating on
the earlier of (a) the termination of this Agreement by consent of Owner and
Lessee, (b) the date of Lessee153s termination of employment with Owner and
(c) the date of Lessee153s death. Owner shall have the right to add or substitute
aircraft of similar type, quality, and equipment, and to remove aircraft from
the fleet, from time to time during the term of this Agreement. Owner shall send
Lessee a revised Exhibit A upon each such change in the Aircraft.

2. Lessee shall pay Owner for each flight conducted
under this Agreement the actual expenses of each specific flight as authorized
by FAR Section 91.501(d) as in effect from time to time. On the date of this
Agreement these expenses include and are limited to:

(a)

fuel, oil, lubricants and other additives;

(b)

travel expenses of the crew, including food, lodging and ground transportation;

(c)

hangar and tie down costs away from the Aircraft153s base of operation;

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(d)

insurance obtained for the specific flight;

(e)

landing fees, airport taxes and similar assessments;

(f)

customs, foreign permit and similar fees directly related to the flight;

(g)

in-flight food and beverages;

(h)

passenger ground transportation;

(i)

flight planning and weather contract services;

(j)

an additional charge equal to one hundred percent (100%) of the expenses listed in clause (a) above.

3. Owner will pay all expenses related to the
operation of each Aircraft when incurred and will provide quarterly invoices to
Lessee for the expenses enumerated in Section 2 above. The Owner and Lessee
acknowledge that, with the exception of the expenses for in-flight food and
beverages and passenger ground transportation, the payment of these expenses are
subject to the federal excise tax imposed under Section 4261 of the Internal
Revenue Code. Lessee shall reimburse Owner for the expenses authorized by FAR
Section 91.501(d) plus applicable federal excise taxes within fifteen
(15) calendar days after receipt of the related invoice. Owner agrees to collect
and remit to the Internal Revenue Service for the benefit of Lessee all such
federal excise taxes.

4. In the event that Lessee desires to use the
Aircraft pursuant to this Agreement, Lessee will so notify Owner and will
provide Owner with requests for flight time and proposed flight schedules as far
as possible in advance of any given flight. Requests for flight time shall be in
a form, whether oral or written, mutually convenient to and agreed upon by Owner
and Lessee. In addition to proposed schedules and flight times, Lessee shall
provide at least the following information for each proposed flight at some time
prior to scheduled departure as required by Owner or Owner’s flight crew:

(a)

departure point;

(b)

destinations;

(c)

date and time of flight;

(d)

the identity of each anticipated passenger;

(e)

the nature and extent of luggage or cargo to be carried;

(f)

the date and time of a return flight, if any; and

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(g)

any other information concerning the proposed flight that may be pertinent or required by Owner or Owner’s flight crew.

5. Owner shall have sole and exclusive authority over
the scheduling of the Aircraft, including which Aircraft is used for any
particular flight.

6. Owner shall be solely responsible for securing
maintenance, preventive maintenance, and required or otherwise necessary
inspections on the Aircraft and shall take such requirements into account in
scheduling flights of the various Aircraft. No period of maintenance, preventive
maintenance, or inspection shall be delayed or postponed for the purpose of
scheduling the Aircraft, unless such maintenance or inspection can be safely
conducted at a later time in compliance with all applicable laws and
regulations, and within the sound discretion of the pilot-in-command. The
pilot-in- command shall have final and complete authority to cancel any flight
for any reason or condition that in his or her judgment would compromise the
safety of the flight.

7. Owner shall be responsible for the physical and
technical operation of the Aircraft and the safe performance of all flights and
shall retain full authority and control, including exclusive operational
control, and possession of the Aircraft at all times during the term of this
Agreement. Owner shall employ, pay for, and provide to Lessee a qualified flight
crew for each flight undertaken under this Agreement. In accordance with
applicable FAR, the qualified flight crew provided by Owner will exercise all
required and/or appropriate duties and responsibilities with respect to the
safety of each flight conducted under this Agreement. The pilot-in-command shall
have absolute discretion in all matters concerning the preparation of the
Aircraft for flight and the flight itself, the load carried and its
distribution, the decision whether or not a flight shall be undertaken, the
route to be flown, the place where landings shall be made and all other matters
relating to operation of the Aircraft. Lessee specifically agrees that the
flight crew shall have final and complete authority to delay or cancel any
flight for any reason or condition which, in the sole judgment of the
pilot-in-command, could compromise the safety of the flight and to take any
other action which, in the sole judgment of the pilot in command, is
necessitated by considerations of safety. Without limiting the generality of
Section 8, no such action of the pilot-in-command shall create or support any
liability for loss, injury, damage, or delay to Lessee or any other person.

8. The Owner and Lessee agree that Owner shall not be
liable to Lessee or any other person for loss, injury, or damage occasioned by
the delay or failure to furnish the Aircraft and crew pursuant to this Agreement
for any reason.

9. The risk of loss during the period when any
Aircraft is operated on behalf of Lessee under this Agreement shall remain with
Owner, and Owner will retain all rights and benefits with respect to the
proceeds payable under policies of hull insurance maintained by Owner that may
be payable as a result of any incident or occurrence while an Aircraft is being
operated on behalf of Lessee under this Agreement. Lessee shall be named as an
additional insured on aviation liability insurance policies

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maintained by Owner on the Aircraft with respect to flights conducted
pursuant to this Agreement. The liability insurance policies on which Lessee is
named an additional insured shall provide that as to Lessee coverage shall not
be invalidated or adversely affected by any action or inaction, omission or
misrepresentation by Owner or any other person (other than Lessee). Any hull
insurance policies maintained by Owner on any Aircraft used by Lessee under this
Agreement shall include a waiver of any rights of subrogation of the insurers
against Lessee.

10. A copy of this Agreement shall be carried in the
Aircraft and available for review upon the request of the FAA on all flights
conducted pursuant to this Agreement.

11. Lessee represents, warrants and covenants to Owner
that:

(a)

he will use each Aircraft for and on his own account only and will not use any Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire;

(b)

he shall refrain from incurring any mechanics or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft, whether permissible or impermissible under this Agreement, and he shall not attempt to convey, mortgage, assign, lease or any way alienate the Aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien;

(c)

during the term of this Agreement, he will abide by and conform to all such laws, governmental, and airport orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation and use of the Aircraft by a time-sharing lessee.

12. For purposes of this Agreement, the permanent base
of operation of the Aircraft shall be Stewart Newburgh Airport, 169 Route 17K,
Newburgh, NY, unless changed by Owner, in which event Owner shall notify Lessee
of the new permanent base of operation of the Aircraft.

13. Owner and Lessee agree with respect to the
following indemnification provisions:

(a)

Owner hereby indemnifies Lessee and agrees to hold harmless Lessee from and against any liabilities, obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, costs, expenses and disbursements (“Losses”) imposed on, incurred by or asserted against Lessee arising out of or resulting from the ownership, lease, maintenance, repair, possession, use, operation, condition, or other disposition or application of the

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Aircraft. Owner153s obligation to indemnify Lessee under this Section 13 shall not, however, extend to any Loss (i) resulting from the willful misconduct or gross negligence of Lessee, (ii) to the extent such Loss is a direct result of any failure of Lessee to comply with any covenants required to be performed or observed by him under this Agreement, or (iii) to the extent such Loss is a direct result of any breach by Lessee of any of Lessee153s warranties or representations contained in this Agreement.

(b)

Lessee hereby indemnifies Owner and agrees to hold harmless Owner from and against any Losses imposed on, incurred by or asserted against Owner (i) arising out of or resulting from the willful misconduct or gross negligence of Lessee, (ii) to the extent such Loss is a direct result of any failure of Lessee to comply with any covenants required to be performed or observed by him, or (iii) to the extent such Loss is a direct result of any breach by Lessee of any of Lessee153s warranties or representations contained in this Agreement.

(c)

Losses shall be determined after taking into account the available proceeds of any applicable insurance policies.

14. Neither this Agreement nor any party153s interest in
this Agreement shall be assignable to any other person or entity.

15. This Agreement shall be governed by and construed
in accordance with the laws of New York (excluding the conflicts of law rules
thereof).

16. This Agreement constitutes the entire understanding
between Owner and Lessee with respect to its subject matter, and there are no
representations, warranties, conditions, covenants, or agreements other than as
set forth expressly herein. Any changes or modifications to this Agreement must
be in writing and signed by authorized representatives of both parties. This
Agreement may be executed in counterparts, which shall, singly or in the
aggregate, constitute a fully executed and binding agreement.

17. Any notice, request, or other communication to any
party by the other party under this Agreement shall be conveyed in writing and
shall be deemed given on the earlier of the date (i) notice is personally
delivered with receipt acknowledged, (ii) a facsimile notice is transmitted, or
(iii) three (3) calendar days after notice is mailed by certified mail, return
receipt requested, postage paid, and addressed to the party at the address set
forth below. The address of a party to which notices or copies of notice are to
be given may be changed from time to time by such party by written notice to the
other party.

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General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

Attention: General Counsel

Fax: 1-203-373-3225

18. If any one or more of the provisions of the
Agreement shall be held invalid, illegal, or unenforceable, the remaining
provisions of this Agreement shall be unimpaired, and the invalid, illegal, or
unenforceable provision shall be replaced by a mutually acceptable provision,
which, being valid, legal, and enforceable, comes closest to the intention of
the parties underlying the invalid, illegal, or unenforceable provision. To the
extent permitted by applicable law, the parties hereby waive any provision of
law, which renders any provision of this Agreement prohibited or unenforceable
in any respect.

19. NEITHER OWNER (NOR ITS AFFILIATES) MAKES, HAS MADE
OR SHALL BE DEEMED TO MAKE OR HAVE MADE, AND OWNER (FOR ITSELF AND ITS
AFFILIATES) HEREBY DISCLAIMS, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY AIRCRAFT TO BE USED HEREUNDER OR
ANY ENGINE OR COMPONENT THEREOF INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS
TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP,
MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, AIRWORTHINESS,
SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR TITLE.

20. With respect to the Truth in leasing requirements of FAR
Section 91.23:

(a)

Owner will provide a copy of this agreement to the Federal Aviation Administration, Technical Section, in Oklahoma City, Oklahoma within twenty-four hours of its execution. In addition, Owner will notify the FAA flight standards district office nearest its aircraft153s home base and provide it with a copy of this agreement at least forty-eight (48) hours before takeoff of a flight operated pursuant to this agreement informing the FAA of (i) the location of the airport of departure; (ii) the departure time; and (iii) the registration number of the aircraft involved;

(b)

Truth in leasing statement under FAR Section 91.23:

(i)

OWNER HEREBY CERTIFIES THAT EACH AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, EXCEPT TO THE EXTENT THE

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AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD, IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET.

(ii)

OWNER AGREES, CERTIFIES, AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, OWNER SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT.

(iii)

AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FARS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE.

IN WITNESS WHEREOF, Owner and Lessee caused the signatures
of their authorized representatives to be affixed below on the day and year
first above written.

GENERAL ELECTRIC COMPANY

By		/s/ John Lynch

Name:

John Lynch

Title:

Senior Vice President, Human Resources

By

/s/ Jeffrey R. Immelt

				Name:		Jeffrey R. Immelt
				Title:		Chairman of the Board and Chief Executive Officer

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Exhibit A

Dated: November 15, 2010

United States Registration Number		Aircraft Type
N362G		Sikorsky 76B
N363G		Sikorsky 76B
N372G		Challenger 604
N373G		Challenger 604
N374G		Challenger 604
N375G		Global Express
N379G		Global Express
N376G		Global 5000