Supplementary Pension Plan – GE

(a)

the foregoing shall not apply to an Employee of a Company other than General
Electric Company which has not agreed to bear the cost of this Plan with respect
to its Employees, and

(b)

except as provided in Section V, an Employee who retires under the optional
retirement provisions of the GE Pension Plan before the first day of the month
following attainment of age 60, or an Employee who leaves the Service of the
Company before attainment of age 60, shall not be eligible for a Supplementary
Pension under this Plan.

(a)

Annual Estimated Social Security Benefit – The Annual Estimated Social
Security Benefit shall mean the annual equivalent of the maximum possible
Primary Insurance Amount payable, after reduction for early retirement, as an
old-age benefit to an employee who retired at age 62 on January 1st of the
calendar year in which occurred the Employee153s actual date of retirement or
death, whichever is earlier; provided, however, that in the case of an Employee
who is a New Plan Participant on the date of his termination of Service, age 65
shall be substituted for age 62 above. Such Annual Estimated Social Security
Benefit shall be determined by the Company in accordance with the Federal Social
Security Act in effect at the end of the calendar year immediately preceding
such January 1st.

(b)

Annual Pension Payable under the GE Pension Plan – The Annual Pension Payable
under the GE Pension Plan shall mean the sum of (1) the total annual past
service annuity, future service annuity and Personal Pension Account Annuity
deemed to be credited to the Employee as of his date of retirement or death,
whichever is earlier, plus any additional annual amount required to provide the
minimum pension under the GE Pension Plan and (2) any annual pension (or the
annual pension equivalent of other forms of payment) payable under any other
pension plan, policy, contract, or government program attributable to periods
for which Pension Benefit Service is granted by the Chairman of the Board or the
Pension Board or is credited by the GE Pension Plan provided the Pension Board
determines such annual pension shall be deductible from the benefit payable
under this Plan. All such amounts shall be determined before application of any
reduction factors for optional or disability retirement, for election of any
optional form of Pension at retirement, a qualified domestic relations order(s),
if any, or in connection with any other adjustment made pursuant to the GE
Pension Plan or any other pension plan.

(c)

Annual Retirement Income – For Employees who retire on or after July 1, 1988
or who die in active Service on or after such date, an Employee153s Annual
Retirement Income shall mean the amount determined by multiplying 1.75% of the
Employee153s Average Annual Compensation by the number of years of Pension Benefit
Service completed by the Employee at the date of his retirement or death,
whichever is earlier.

(d)

Average Annual Compensation – Average Annual Compensation means one-third of
the Employee153s Compensation for the highest 36 consecutive months during the
last 120 completed months before his date of retirement or death, whichever is
earlier. In computing an Employee153s Average Annual Compensation, his normal
straight-time earnings shall be substituted for his actual Compensation for any
month in which such normal straight-time earnings are greater. The Pension Board
shall specify the basis for determining any Employee153s Compensation for any
portion of the 120 completed months used to compute the Employee153s Average
Annual Compensation during which the Employee was not employed by an Employer
participating in this Plan.

(e)

Compensation – For periods after December 31, 1969, “Compensation” for the
purposes of this Plan shall mean with respect to the period in question salary
(including any deferred salary approved by the Pension Board as compensation for
purposes of this Plan) plus:

(1)

for persons then eligible for Incentive Compensation, the total amount of any
Incentive Compensation earned except to the extent such Incentive Compensation
is excluded by the Board of Directors or a committee thereof;

(2)

for persons who would then have been eligible for Incentive Compensation if
they had not been participants in a Sales Commission Plan or other variable
compensation plan, the total amount of sales commissions (or other variable
compensation earned);

(3)

for all other persons, the sales commissions and other variable compensation
earned by them but only to the extent such earnings were then included under the
GE Pension Plan;

(f)

Grandfathered Employee – Grandfathered Employee means an Employee who did not
accrue or acquire a non-forfeitable interest in any benefits hereunder on or
after January 1, 2005.

(g)

Grandfathered Plan Benefit – Grandfathered Plan Benefit means:

(1)

in the case of Grandfathered Employees, their entire Supplementary Pension
hereunder.

(2)

in the case of Grandfathered Specified Employees, the accrued,
non-forfeitable annuity to which the Grandfathered Specified Employee would have
been entitled under this Plan if the Grandfathered Specified Employee
voluntarily terminated employment on December 31, 2004, and received a payment
of the benefits available from this Plan (A) on the earliest possible date
allowed under this Plan to receive a payment of benefits following Separation
from Service, and (B) in any payment form permitted under the GE Pension Plan on
December 31, 2004. If a Grandfathered Specified Employee elects to receive
benefits in the form of a 75% Alternative Survivor Benefit under the principles
of Section IX.10 of the GE Pension Plan, then his Grandfathered Plan Benefit
with respect to such form of distribution shall be the portion attributable to
his accrued benefit as of December 31, 2004 as determined above and based on the
methodology set forth in Section IX.10 of the GE Pension Plan for converting
benefits to this form of distribution.

(h)

Grandfathered Specified Employee – Grandfathered Specified Employee means a
Specified Employee determined as of December 31, 2008 who had a non-forfeitable
interest hereunder as of December 31, 2004.

(i)

Non-Grandfathered Plan Benefit – Non-Grandfathered Plan Benefit means all of
the Supplementary Pension payable under this Plan except for the Grandfathered
Plan Benefit.

(j)

Officers – Officers shall mean the Chairman of the Board, the Vice Chairmen,
the President, the Vice Presidents, Officer Equivalents and such other Employees
as the Committee referred to in Section IX hereof may designate.

(k)

Pension Benefit Service – Pension Benefit Service shall have the same meaning
herein as in the GE Pension Plan except that for periods before January 1, 1976,
the term Credited Service as a full-time Employee shall also include all Service
credited under the GE Pension Plan to such Employee for any period during which
he was a full-time Employee for purposes of such GE Pension Plan.

(1)

any period of Service with the Company or an Affiliate as the Pension Board
may otherwise provide by rules and regulations issued with respect to this Plan,
and,

(2)

any period of service with another employer as may be approved from time to
time by the Chairman of the Board but only to the extent that any conditions
specified in such approval have been met.

(l)

Pension Qualification Service – Pension Qualification Service shall have the
same meaning herein as in the GE Pension Plan except that for periods before
January 1, 1976 the term Credited Service used in determining such Pension
Qualification Service shall mean only Service for which an Employee is credited
with a past service annuity or a future service annuity under the GE Pension
Plan (plus his first year of Service where such year is recognized as additional
Credited Service under that Plan), except as the Pension Board may otherwise
provide by rules and regulations issued with respect to this Plan.

(m)

Separation from Service – Separation from Service means an Employee153s
termination of employment with the Company and all Affiliates (defined for
purposes of this Plan as any company or business entity in which General
Electric Company has a 50% or more interest whether or not a participating
employer in the Plan); provided that, Separation from Service for purposes of
the Plan shall be interpreted consistent with the requirements of Section 409A
and regulations and other guidance issued thereunder. For purposes of clarity,
any references in this Plan to Service in the context of determining the time or
form of benefits will not extend beyond an Employee153s Separation from Service.

(n)

Specified Employee – Specified Employee means a specified employee as
described in the Company153s Procedures for Determining Specified Employees under
Code Section 409A, as amended from time to time.

(a)

The annual Supplementary Pension payable to an eligible Employee who retires
on or after his normal retirement date within the meaning of the GE Pension Plan
shall be equal to the excess, if any, of the Employee153s Annual Retirement
Income, over the sum of:

(1)

the Employee153s Annual Pension Payable under the GE Pension Plan;

(2)

/2 of the Employee153s Annual Estimated Social Security Benefit;

(3)

the Employee153s annual excess benefit, if any, payable under the GE Excess
Benefit Plan; and

(4)

The Employee153s annual benefit, if any, payable under the GE Executive Special
Early Retirement Option and Plant Closing Retirement Option Plan.

(b)

The Supplementary Pension of an Employee who continues in the Service of the
Company or an Affiliate after his normal retirement date shall not commence
before his actual retirement date following Separation from Service, regardless
of whether such Employee has attained age 70- ¹/2 and commenced
receiving his pension under the GE Pension Plan.

(c)

Consistent with established Company procedures, if an eligible Employee
commences his Supplementary Pension at the time set forth in Section X(a) but
remains in protected service for other purposes by reason of not also retiring
under the GE Pension Plan, his initial Supplementary Pension Plan benefit shall
be based on his service credits earned up to the commencement date of his
Supplementary Pension Plan benefit. Following the eligible Employee153s break in
protected service, the dollar amount (but not the time or form of distribution)
of the eligible Employee153s Supplementary Pension Plan benefit shall be adjusted
consistent with such procedures to take into account any additional service
credits the eligible Employee may have earned under the GE Pension Plan and any
related offsets.

(a)

The annual Supplementary Pension payable to an eligible Employee who,
following attainment of age 60, retires hereunder on an optional retirement date
within the meaning of Section V.1. of the GE Pension Plan shall be computed in
the manner provided by Section III(a) (for an Employee retiring on his normal
retirement date) but taking into account only Pension Benefit Service and
Average Annual Compensation to the actual date of optional retirement. Such
Supplementary Pension shall be subject to the limitations specified in Section
IX. In the event such Employee is a New Plan Participant on the date of his
termination of Service, such Supplementary Pension, as so limited, shall be
reduced to reflect commencement before his normal retirement date by applying
the methodology provided under Section V.3. of the GE Pension Plan. Consistent
with the foregoing, such reduction shall equal 5/12% for each month from such
Employee153s optional retirement date to his normal retirement date. Said
reduction shall not be imposed, however, in the event such Employee terminates
from the Service of the Company on or after (1) attainment of at least age 62
and (2) completion of at least 25 years of Pension Qualification Service under
the GE Pension Plan.

(b)

The annual Supplementary Pension payable to an eligible Employee who retires
on a Disability Pension under Section VII of the GE Pension Plan and who
qualifies as disabled by receiving income replacement benefits under a Company
plan for a period of not less than three months and otherwise meeting the
requirements under Treasury regulation section 1.409A-3(i)(4) and regulations
and other guidance issued thereunder shall first be computed in the manner
provided by Section III(a) (for an Employee retiring on his normal retirement
date) taking into account only Pension Benefit Service and Average Annual
Compensation to the actual date of disability retirement. Such Supplementary
Pension shall be subject to the limitations specified in Section IX. Such
Supplementary Pension, as so limited, shall be reduced to reflect commencement
before the Employee153s earliest optional retirement age by applying the
methodology provided under Section VII.3. of the GE Pension Plan, subject to
Section X(a)(3)(A)(ii) below.

(a)

A former Employee whose Service with the Company is terminated on or after
June 27, 1988, before attainment of age 60 and after completion of 25 or more
years of Pension Qualification Service who does not withdraw his contributions
from the GE Pension Plan before retirement and who meets one of the following
conditions shall be eligible for a Supplementary Pension under this Plan
commencing at the time set forth in Section X.(a).

(1)

The Employee153s Service is terminated because of a Plant Closing.

(2)

The Employee153s Service is terminated for transfer to a Successor Employer.
The conditions of this paragraph (2) shall not be satisfied, however, if the
transferred Employee retires under the GE Pension Plan before July 1, 2000 and
prior to the later of (A) his termination of service with the Successor Employer
and (B) the first of the month following attainment of age 60.

(3)

The Employee153s Service terminated after one year on layoff with protected
service.

(b)

The Supplementary Pension, if any, for Employees who meet the conditions in
Section V(a) shall be calculated in accordance with the provisions of Section
IV(a), including the imposition of the reduction described therein to reflect a
commencement date occurring before normal retirement date in the case of
Employees who are New Plan Participants on the date of their termination of
Service. For purposes of making this calculation, the Employee153s: (1) Pension
Benefit Service to the Service termination date shall be considered; (2) Average
Annual Compensation shall be based on the last 120 completed months before such
Service termination date; and (3) Annual Estimated Social Security Benefit shall
be determined as though the Employee153s retirement date was such Service
termination date.

(c)

No Supplementary Pension shall be payable to any former Employee who elects
to accelerate the commencement of his pension under the GE Pension Plan under
Section XI.4.b(iii) therein, nor shall any death or survivor benefits be payable
hereunder with respect to such an Employee.

(d)

In the event a former Employee whose service with the Company was terminated
under circumstances entitling him to a benefit pursuant to this Section V is
reemployed, such Employee will retain a non-forfeitable interest in a benefit
equal to the amount payable under this provision attributable to such Employee153s
first period of service (with the calculation of any offsets determined in
accordance with established administrative practices and based upon assumptions
in effect as of such Employee153s first termination date). The same principle
shall apply in determining the non-forfeitable interest hereunder of
similarly-situated Employees with less than 25 years of Pension Qualification
Service who, as a result of Company action, attained a non-forfeitable interest
in their Supplementary Pension upon transfer to a successor employer and are
subsequently re-employed by the Company.

(a)

with respect to any pre-retirement death benefit attributable to
Non-Grandfathered Plan Benefits where a Surviving Spouse otherwise would have a
choice to receive such benefit as an annuity in accordance with the principles
of Section X.9 of the GE Pension Plan (Preretirement Spouse Benefit) or as a
lump sum in accordance with the principles of either Section X.2 (Five Year
Certain (Death After Optional Retirement Age)) or Section X.3 (Five Year Certain
(Death After 15 Years Pension Qualification Service)) of the GE Pension Plan,
the lump sum value of such benefit under each applicable paragraph shall be
determined (in the case of the Preretirement Spouse Benefit, based on the
actuarial assumptions described in paragraph 3 of Section XV of the GE Pension
Plan), and then the Surviving Spouse shall receive whichever resulting lump sum
value is larger as of the first day of the

month following the Employee153s death. For purposes of clarity, such Surviving
Spouse shall not be eligible to receive an annuity in the form of the
Preretirement Spouse Benefit under the principles of Section X.9 of the GE
Pension Plan; and

(b)

with respect to any post-retirement death benefit attributable to
Non-Grandfathered Plan Benefits under the principles of Section X.11 of the GE
Pension Plan (Five Year Certain (No Survivor Benefit)), the calculation of the
lump sum shall be determined without making any discount to present value.
Consistent with the foregoing, such lump sum shall equal the excess of (1) 5
times the Employee153s Supplementary Pension payable as a single life annuity over
(2) the total payments under this Plan to the Employee.

(a)

Notwithstanding any provision of this Plan to the contrary, if the sum of:

(1)

the Supplementary Pension otherwise payable to an Employee hereunder;

(2)

the Employee153s Annual Pension Payable under the GE Pension Plan;

(3)

100% of the Annual Estimated Social Security Benefit but before any
adjustment for less than 35 years of Pension Benefit Service;

(4)

the Employee153s annual excess benefit, if any, payable under the GE Excess
Benefit Plan; and

(5)

The Employee153s annual benefit, if any, payable under the GE Executive Special
Early Retirement Option and Plant Closing Retirement Option Plan;

(b)

Notwithstanding any provision in this Plan (other than Section XIV(e)) to the
contrary, the amount of Supplementary Pension and any death or survivor benefit
payable to or on behalf of any Employee who is or was an Officer shall be
determined in accordance with such general rules and regulations as may be
adopted by a Committee appointed by the Board of Directors for such purpose,
subject to the limitation that any such Supplementary Pension or death benefit
may not exceed the amount which would be payable hereunder in the absence of
such rules and regulations.

(a)

This Section governs the time and form of payment of the Supplementary
Pension on and after the retirement of an eligible Employee. See Section VII
above for certain additional rules regarding Payments on Death.

(1)

Supplementary Pensions shall be payable in monthly installments, each equal
to 1/12th of the annual amount determined under the applicable Section. In
addition, the provisions of the GE Pension Plan with respect to the following
shall apply to amounts payable under this Plan:

(2)

Payment of Supplementary Pensions provided for herein which are attributable
to Grandfathered Plan Benefits shall be in the same form and commence as of the
same date as distribution is made pursuant to the Participant153s election under
the GE Pension Plan (subject to the special rule in Section III(b) of this Plan
for Employees over age 70- ¹/2).

(3)

(i)

Except as provided in paragraph (ii) below (relating to
disability pensions), all payments of Non-Grandfathered Plan Benefits shall
commence on the first day of the month after the Employee153s Separation from
Service or the Employee153s attainment of age 60, if later; provided, however,
that if an Employee is a Specified Employee, payment of any Non-Grandfathered
Plan Benefit shall not be made within the first six months following the
Employee153s Separation from Service. In the event distribution to a

Specified Employee is so delayed, payment of the Non-Grandfathered Plan
Benefit shall begin on the first day of the seventh month following Separation
from Service and the first such payment shall be increased to reflect the missed
payments (with interest accumulated in accordance with Pension Board
procedures).

(ii)

Payment of Supplementary Pensions attributable to disability as provided for
in Section IV(b) shall commence on the first day of the month after the
Employee153s Separation from Service; provided, however, that the Employee shall
forfeit any payments attributable to months prior to the first date on which a
Disability Pension is actually paid under Section VII of the GE Pension Plan.
For this purpose, any retroactive payments that may be made under the GE Pension
Plan shall be disregarded and no corresponding retroactive payments shall be
made hereunder. However, if retroactive payments are made under the GE Pension
Plan, the reduction factor to be applied against the Supplementary Pension to
reflect early commencement for disability shall be based on the date as of which
the first retroactive payment, if any, is made under the GE Pension Plan.

(B)

Unless an Employee makes an effective election pursuant to paragraph (B)(i)
below, such benefits shall be paid as a 50% Survivor Benefit in accordance with
the principles of Section IX.1 and other provisions of the GE Pension Plan
applicable thereto (for Employees who are married at the time their
Supplementary Pension begins) or as a single life annuity in accordance with the
principles of Section XV, X.11 and other provisions of the GE Pension Plan
applicable thereto (for Employees who are not married at the time their
Supplementary Pension begins); provided, however, that:

(i)

As an alternative to the normal distribution forms set forth in
this paragraph (B), a married Employee may elect to receive all payments of
Non-Grandfathered Plan Benefits as a single life annuity as described above, a
100% Alternative Survivor Benefit in accordance with the principles of Section
IX.3 and other provisions of the GE Pension Plan applicable thereto, or a 75%
Alternative Survivor Benefit in accordance with the principles of Section IX.10
and other provisions of the GE Pension Plan applicable thereto. In the case of a
disability pension payable under Section IV(b) above, however, the 100%
Alternative Survivor Benefit shall not be available. An election under this
paragraph may not be made more than 60 days following the date as of which
payment is otherwise to commence in accordance with paragraph (3)(A) above. For
purposes of clarity, if an Employee is a Specified Employee for whom the
Non-Grandfathered Plan Benefit is delayed in accordance with paragraph
(3)(A)(i) above, an election under this paragraph may be made anytime within the
first six months following the Employee153s Separation from Service. If such
Specified Employee dies during the six-month delay,

the Specified Employee will be treated as if he retired before death, without
regard to such delay, and commenced receiving his benefit either in accordance
with his actual election under this paragraph as to the form of distribution, or
in accordance the rules in paragraph (3)(B) above if no such election was made
before death.

(ii)

Regardless of the initial form of payment for Non-Grandfathered Plan
Benefits, the revocation feature provided in Section IX.8 of the GE Pension Plan
shall not apply to Non-Grandfathered Plan Benefits.

(b)

If an Employee is reemployed by the Company or an Affiliate, the following
provisions shall apply with respect to the determination of the Employee153s
Supplementary Pension:

(1)

. If the Employee153s pension under the GE Pension Plan is suspended or may not
commence for any month in accordance with the re-employment provisions of that
plan, the Employee153s Supplementary Pension attributable to Grandfathered Plan
Benefits that would otherwise be payable during such re-employment shall be
forfeited under this Plan. For this purpose, any addition to the Employee153s
Supplementary Pension which he may earn hereunder following such re-employment
shall not cause such Grandfathered Plan Benefits to be reclassified as
Non-Grandfathered Plan Benefits. Upon the Employee153s subsequent Separation from
Service, the Employee153s original distribution election, if any, with respect to
such original Grandfathered Plan Benefits shall be disregarded and such original
Grandfathered Plan Benefit (adjusted for any additional accrual or reduction)
will be paid in accordance with the terms of the Plan in effect at the time of
such subsequent Separation from Service applicable to Non-Grandfathered Plan
Benefits. If such subsequent Separation from Service is by reason of death, any
survivor or death benefits attributable to such original Grandfathered Plan
Benefits (as so adjusted) will be determined in accordance with this Plan153s
pre-retirement death and survivor benefit provisions then applicable to
Non-Grandfathered Plan Benefits. The preceding two sentences shall not apply to
Grandfathered Specified Employees.

(2)

. If the Employee is rehired after having commenced receiving his
Supplementary Pension, and in accordance with the terms of the GE Pension Plan,
the Employee would have had his pension therefrom suspended upon such
re-employment, the Employee shall forfeit any benefits from this Plan
attributable to his Non-Grandfathered Plan Benefit that would otherwise be
payable during such re-employment. Upon the Employee153s subsequent Separation
from Service:

(A)

If the Employee153s Non-Grandfathered Plan Benefit is the same or has
decreased, then:

(i)

the Non-Grandfathered Plan Benefit earned during the first period of
employment will resume immediately in the same form of distribution and with the
same conversion and reduction factors that applied to the original distribution
of such benefit;

(ii)

if such original distribution form was a 50% Survivor Benefit, 75%
Alternative Survivor Benefit or 100% Alternative Survivor Benefit, any survivor
benefits will be payable only if the Surviving Spouse was married to the
Participant at the time of his original retirement; and

(iii)

such benefit will be reduced, as necessary, if the Employee153s
Non-Grandfathered Plan Benefit decreases as a result of his second period of
employment.

(B)

If the Non-Grandfathered Plan Benefit payable upon such subsequent Separation
from Service has increased as a result of the Employee153s second period of
employment, then the above provisions set forth in paragraph (2)(A) will govern
the Non-Grandfathered Plan Benefit earned during the first period of employment
(as applicable), and the following will apply to any additional
Non-Grandfathered Plan Benefit:

(i)

the additional benefit amount shall be distributed separately commencing on
the first of the month following such subsequent Separation from Service based
upon the Employee153s age, marital status and the otherwise applicable Plan terms
at that time and any new distribution election made by the Employee in
accordance with Section X(a)(3) above, and

(ii)

if such subsequent Separation from Service is by reason of death, any
survivor or death benefits attributable to such additional Non-Grandfathered
Plan Benefit will be determined separately in accordance with this Plan153s
pre-retirement death and survivor benefit provisions.

(3)

If an Employee is rehired under circumstances where he previously accrued a
non-forfeitable interest in his Non-Grandfathered Plan Benefit but had not
commenced receiving such benefit prior to his reemployment, the following shall
apply:

(A)

Such Employee shall forfeit the dollar amount of any Plan
Benefits that would otherwise be paid while re-employed. However, such Employee
will continue

to retain an interest in the Plan (herein referred to as his “retained
interest”) equal to the original non-forfeitable amount, as determined in
accordance with Section V(d) above.

(B)

Such retained interest and any additional Non-Grandfathered Plan Benefit to
which the Employee is entitled shall be payable following the Employee153s
subsequent Separation from Service at the time and in the manner provided in
Section X(a)(3). If the Employee dies before retirement, any survivor or death
benefits attributable to such retained interest will be determined in accordance
with this Plan153s pre-retirement death and survivor benefit provisions.

(C)

If the Employee continues in service after attaining age 60, the Employee153s
retained interest shall commence after his subsequent Separation from Service at
the time and in the manner provided in Section X(a)(3) and shall be calculated
using reduction and conversion factors applicable to an age 60 commencement (but
based on the spouse at actual retirement, if any).

(c)

An Employee153s beneficiary for the purposes of this Plan shall be the
beneficiary designated by him under the GE Pension Plan, except in those
instances where a separate beneficiary designation is in effect under this Plan.
The provisions of the GE Pension Plan with respect to the designation or
selection of a beneficiary shall apply to the designation or selection of a
beneficiary under this Plan. For purposes of clarity, the requirement in the GE
Pension Plan for a Spouse153s Consent to the designation or selection of a
beneficiary, or the election of alternative distribution forms hereunder, shall
apply under this Plan. Notwithstanding the foregoing, in the case of
Non-Grandfathered Plan Benefits, any elections governing beneficiaries made in
accordance with Section VII(b) of this Plan, as restated July 1, 1991, or
subsequent actions of the Company related thereto, shall continue to apply. No
such elections, however, shall direct a different time or form of payment of
Non-Grandfathered Plan Benefits from the time and form of payment prescribed
under this Plan, nor shall any Employee who did not make such an election before
this restatement be permitted to submit such an election.

(d)

With respect to Non-Grandfathered Plan Benefits, any provision of this
Section X or other provision of this Plan that refers to the time or form of
benefits under the GE Pension Plan shall be deemed to be a reference to the
terms of the GE Pension Plan in effect on December 31, 2008.

(a)

This Plan shall be administered by the Pension Board, which
shall have authority to make, amend, interpret and enforce all appropriate rules
and regulations for the

administration of this Plan and decide or resolve in its sole and absolute
discretion any and all questions or claims, including interpretations of this
Plan, as may arise in connection with this Plan.

(b)

In the administration of this Plan, the Pension Board may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit and
may from time to time consult with counsel who may also serve as counsel to the
Company.

(c)

The decision or action of the Pension Board in respect of any question
arising out of or in connection with the administration, interpretation and
application of this Plan and the rules and regulations hereunder shall be final
and conclusive and binding upon all persons having any interest in the Plan or
making any claim hereunder.

(a)

Effective January 1, 1975, the amount of Supplementary Pension then payable
to any Employee who retired before January 1, 1975 shall be reduced by the
amount of any increase which becomes effective January 1, 1975 in the Pension
payable under the GE Pension Plan to such Employee.

(b)

If the Pension payable under the GE Pension Plan to any Employee
is increased following his retirement which increase becomes effective after
January 1, 1975,

the amount of the Supplementary Pension thereafter payable to such Employee
under this Supplementary Pension Plan shall be determined by the Board of
Directors.

(c)

Effective November 1, 1977, if the benefit payable to a pensioner or
Surviving Spouse under the GE Pension Plan is increased in accordance with
paragraphs 25 (a), (b) or (c) of Section XIV of that Plan, the Supplementary
Pension or death benefit, if any, payable under this Plan to such pensioner or
Surviving Spouse on and after November 1, 1977 shall be increased by the same
percentage. Any such increase shall not be reduced by the percentage limitations
specified in Section IX.

(d)

Effective May 1, 1979, if the benefit payable to a pensioner or Surviving
Spouse under the GE Pension Plan is increased by a percentage in accordance with
paragraphs 26 (a), (b) or (c) of Section XIV of that Plan, or would have been
increased by a percentage in accordance with such paragraphs except for the fact
that such pensioner or Surviving Spouse received a lump-sum settlement under the
GE Pension Plan, the Supplementary Pension or death benefit, if any, payable
under this Plan to such pensioner or Surviving Spouse on and after May 1, 1979
shall be increased by the same percentage. Any such increase shall not be
reduced by the percentage limitations specified in Section IX.

(e)

If the Pension benefit or Service credits under the GE Pension Plan are
increased for a retired employee in accordance with paragraph 27 or 28 of
Section XIV of that Plan, or in accordance with the opportunity made available
under that Plan effective January 1, 1980 to make up Employee contributions plus
interest for periods during which the Employee was otherwise eligible but failed
to participate because of late enrollment or voluntary suspension, the
Supplementary Pension payable to the Employee under this Plan shall be
recalculated to take any such increase into account. For this purpose, Section
III of this Plan as amended effective July 1, 1979 shall apply. Any change in
the Employee153s Supplementary Pension shall take effect on the same date as the
corresponding change under the GE Pension Plan.

(f)

Effective February 1, 1981, if the benefit payable to a pensioner or
Surviving Spouse under the GE Pension Plan is increased by a percentage in
accordance with paragraphs 29 (a), (b) or (c) of Section XIV of that Plan, or
would have been increased by a percentage in accordance with such paragraphs
except for the fact that such pensioner or Surviving Spouse received a lump sum
settlement under the GE Pension Plan, the Supplementary Pension or death
benefit, if any, payable under this Plan to such pensioner or Surviving Spouse
on and after February 1, 1981 shall be increased by the same percentage. Any
such increase shall not be reduced by the percentage limitations specified in
Section IX.

(g)

Effective January 1, 1983, if the benefit payable to a pensioner under the GE
Pension Plan is increased in accordance with paragraph 30 of Section XIV of that
Plan, the Supplementary Pension payable to the pensioner under this Plan shall
be recalculated to take any such increase into account. Any change in the
Supplementary Pension shall take effect on the same date as the corresponding
change under the GE Pension Plan.

(h)

Effective December 1, 1984, if the benefit payable to a pensioner or
Surviving Spouse under the GE Pension Plan is increased by a percentage in
accordance with paragraph 32 (a), (b) or (c) of Section XIV of that Plan, or
would have been increased by a percentage in accordance with such paragraphs
except for the fact that such pensioner or Surviving Spouse received a lump-sum
settlement under the GE Pension Plan, the Supplementary Pension or death
benefit, if any, payable under this Plan to such pensioner or Surviving Spouse
on and after December 1, 1984, shall be increased by the same percentage. Any
such increase shall not be reduced by the percentage limitations specified in
Section IX.

(i)

Effective July 1, 1985, if the benefit payable to a pensioner under the GE
Pension Plan is increased in accordance with paragraph 34 of Section XIV of that
Plan, the Supplementary Pension payable to the pensioner under this Plan shall
be recalculated to take any such increase into account. Any change in the
Supplementary Pension shall take effect on the same date as the corresponding
change under the GE Pension Plan.

(j)

Effective January 1, 1988, if the benefit payable to a pensioner or Surviving
Spouse under the GE Pension Plan is increased by a percentage in accordance with
paragraph 35 of Section XIV of that Plan, or would have been increased by a
percentage in accordance with such paragraph except for the fact that such
pensioner or Surviving Spouse received a lump sum settlement under the GE
Pension Plan, the Supplementary Pension or death benefit, if any, payable under
this Plan to such pensioner or Surviving Spouse on and after January 1, 1988
shall be increased by the same percentage. Any such increase shall not be
reduced by the percentage limitations specified in Section IX.

(k)

Effective July 1, 1988, if the benefit payable to a pensioner under the GE
Pension Plan or the GE Excess Benefit Plan is increased as a result of paragraph
36 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to
the pensioner under this Plan shall be recalculated to take any such increase
into account. Any change in the Supplementary Pension shall take effect on the
same date as the corresponding increase under the GE Pension Plan or GE Excess
Benefit Plan.

(l)

Effective July 1, 1991, if the benefit payable to a pensioner or Surviving
Spouse under the GE Pension Plan is increased by a percentage in accordance with
paragraph 37 of Section XIV of that Plan, or would have been increased by a
percentage in accordance with such paragraph except for the fact that such
pensioner or Surviving Spouse received a lump sum settlement under the GE
Pension Plan, the Supplementary Pension or death benefit, if any, payable under
this Plan to such pensioner or Surviving Spouse on and after January 1, 1991
shall be increased by the same percentage. Any such increase shall not be
reduced by the percentage limitations specified in Section IX.

(m)

Effective December 1, 1991, if the benefit payable to a pensioner under the
GE Pension Plan, the GE Excess Benefit Plan or GE Executive Special Early
Retirement Option and Plant Closing Retirement Option Plan is increased as a
result of paragraph 38 of Section XIV of the GE Pension Plan, the Supplementary
Pension payable to the pensioner under this Plan shall be recalculated to take
any such increase into account. Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE Pension
Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and
Plant Closing Retirement Option Plan.

(n)

Effective December 1, 1994, if the benefit payable to a pensioner under the
GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early
Retirement Option and Plant Closing Retirement Option Plan is increased as a
result of paragraph 39 of Section XIV of the GE Pension Plan, the Supplementary
Pension payable to the pensioner under this Plan shall be recalculated to take
any such increase into account. Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE Pension
Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and
Plant Closing Retirement Option Plan.

(o)

Effective November 1, 1996, if the benefit payable under the GE Pension Plan
or the GE Excess Benefit Plan is increased as a result of paragraph 47, 48 or 49
of Section XIV of the GE Pension Plan, said increase shall be disregarded for
purposes of calculating the amount payable under this Plan.

(p)

Effective December 1, 1997, if the benefit payable to a pensioner under the
GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early
Retirement Option and Plant Closing Retirement Option Plan is increased as a
result of paragraph 51 of Section XIV of the GE Pension Plan, the Supplementary
Pension payable to the pensioner under this Plan shall be recalculated to take
any such increase into account. Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE Pension
Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and
Plant Closing Retirement Option Plan.

(q)

Effective May 1, 2000, if the benefit payable under the GE Pension Plan or
the GE Excess Benefit Plan is increased as a result of paragraph 54, 55 or 56 of
Section XIV of the GE Pension Plan, said increase shall be disregarded for
purposes of calculating the amount payable under this Plan.

(r)

Effective December 1, 2000, if the benefit payable to a
pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE
Executive Special Early Retirement Option and Plant Closing Retirement Option
Plan is increased as a

result of paragraph 58 of Section XIV of the GE Pension Plan, the
Supplementary Pension payable to the pensioner under this Plan shall be
recalculated to take any such increase into account. Any change in the
Supplementary Pension shall take effect on the same date as the corresponding
increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive
Special Early Retirement Option and Plant Closing Retirement Option Plan.

(s)

Effective December 1, 2003, if the benefit payable to a pensioner under the
GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early
Retirement Option and Plant Closing Retirement Option Plan is increased as a
result of paragraph 67 of Section XIV of the GE Pension Plan, the Supplementary
Pension payable to the pensioner under this Plan shall be recalculated to take
any such increase into account. Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE Pension
Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and
Plant Closing Retirement Option Plan.

(t)

Effective December 1, 2007, if the benefit payable to a pensioner under the
GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early
Retirement Option and Plant Closing Retirement Option Plan is increased as a
result of paragraph 70 of Section XIV of the GE Pension Plan, the Supplementary
Pension payable to the pensioner under this Plan shall be recalculated to take
any such increase into account. Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE Pension
Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and
Plant Closing Retirement Option Plan.

(a)

No interest of an Employee, retired employee (whether retired
before or after July 1, 1973), Surviving Spouse or beneficiary under this Plan
and no benefit payable hereunder shall be assigned as security for a loan, and
any such purported assignment shall be null, void and of no effect, nor shall
any such interest or any such benefit be subject in any manner, either
voluntarily or involuntarily, to anticipation, sale, transfer, assignment or
encumbrance by or through an Employee, retired employee, Surviving Spouse or
beneficiary. If any attempt is made to alienate, pledge or charge any such
interest or any such benefit for any debt, liabilities in tort or contract, or
otherwise, of any Employee, retired employee, Surviving Spouse, or beneficiary,
contrary to the prohibitions of the preceding sentence, then the Pension Board
in its discretion may suspend or forfeit the interests of such person and during
the period of such suspension, or in case of forfeiture, the Pension Board shall
hold such interest for the benefit of, or shall make the benefit payments to
which such person would otherwise be entitled (in the same time and form) to the
designated beneficiary or to some member of such

Employee153s, retired employee153s, Surviving Spouse153s or beneficiary153s family to
be selected in the discretion of the Pension Board. Similarly, in cases of
misconduct, incapacity or disability, the Pension Board, in its sole discretion,
may make payments (in the same time and form) to some member of the family of
any of the foregoing to be selected by it or to whomsoever it may determine is
best fitted to receive or administer such payments.

(b)

In connection with an allowance granted under the GE Retirement for the Good
of the Company Program, and in accordance with the terms of that program, the
Company, in its discretion, may decide to provide an Employee with a
non-forfeitable interest in all or a portion of his Supplementary Pension under
this Plan.

(c)

No Employee and no other person shall have any legal or equitable rights or
interest in this Plan that are not expressly granted in this Plan. Participation
in this Plan does not give any person any right to be retained in the Service of
his employer. The right and power of the Company to dismiss or discharge any
Employee is expressly reserved.

(d)

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 Plan.

(e)

The rights under this Plan of an Employee who leaves the Service of the
Company at any time and the rights of anyone entitled to receive any payments
under the Plan by reason of the death of such Employee, shall be governed by the
provisions of the Plan in effect on the date such Employee leaves the Service of
the Company, except as otherwise specifically provided in this Plan; provided,
however, that with respect to Non-Grandfathered Plan Benefits:

(1)

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 not be eligible to select the revocation feature provided
in Section IX.8 of the GE Pension Plan.

(2)

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 benefits
before January 1, 2009 (or anyone entitled to receive any payments under the
Plan 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.

(f)

This Plan is intended to comply with Section 409A of the Code
with respect to amounts accrued after December 31, 2004 and amounts that were
accrued but forfeitable on that date. In addition, if an Employee accrues
benefits hereunder on or after January 1, 2005, the Plan is intended to comply
with the requirements of Section 409A of the Code with respect to all of such
Employee153s benefits

hereunder; provided, however, that in the case of Grandfathered Specified
Employees, the requirements of Section 409A of the Code shall only apply for
amounts accrued in excess of Grandfathered Plan Benefits. The Plan shall be
administered and interpreted in a manner consistent with such intent.

(a)

An Employee shall be eligible to participate in this Plan under this Part II
(and not Part I) if he is:

(1)

an Excluded Employee under the GE Pension Plan who is assigned to the GE
executive or higher career band;

(2)

an Employee who is assigned to the GE executive or higher career band and
whose first day of work for the Company while so assigned is on or after
January 1, 2011; or

(3)

an Employee who is assigned to the GE executive or higher career band of
(i) an Affiliate that elected to participate in the GE Savings and Security
Program prior to January 1, 2011 as part of a benefits program which provided
neither employer-subsidized post-retirement medical coverage under the GE Life
Disability and Medical Plan nor participation in the GE Pension Plan for all of
its employees, or the segment of its employees in which such Employee is
included; or (ii) an Affiliate that elects to participate in the GE Savings and
Security Program on or after January 1, 2011 as part of a benefits program which
provides neither participation in the GE Pension Plan nor designation of
Retirement Contribution Participant status under the GE Savings and Security
Program for all of its employees, or the segment of its employees in which such
Employee is included, but in all cases, only to the extent such Affiliate elects
to participate in this Part II, and such election is accepted by the Pension
Board.

(b)

Notwithstanding (a), in the event liabilities and assets under the GE Pension
Plan attributable to an Employee have been transferred to a plan maintained by
Martin Marietta Corporation (including successors) or to any other employer
which is not an Affiliate, service performed by the Employee prior to such
transfer shall be disregarded in determining (1) whether such Employee
participated in this Plan on or before December 31, 2010 and (2) whether his
first day of work for the Company while assigned to the GE executive or higher
career band is on or after January 1, 2011. Consistent with the foregoing, if
after disregarding such service, an Employee is deemed not to have participated
in the Plan on or before December 31, 2010, and his first day of work for the
Company while assigned to the GE executive or higher career band is deemed to be
on or after January 1, 2011, this Part II (and not Part I) shall apply to such
Employee.

(a)

An Executive Retirement Installment Benefit shall be payable to an eligible
Employee who Separates from Service on or after his 65^th birthday
equal to the sum of the following three amounts (if any):

(1)

10% multiplied by his Benefit Service as a participating Employee while
assigned to the GE executive career band multiplied by his Average Annual
Compensation.

(2)

14% multiplied by his Benefit Service as a participating Employee while
assigned to the GE senior executive career band multiplied by his Average Annual
Compensation.

(3)

18% multiplied by his Benefit Service as a participating Employee while a GE
officer multiplied by his Average Annual Compensation.

(b)

A reduced Executive Retirement Installment Benefit shall be payable to an
eligible Employee who Separates from Service before his 65^th
birthday, but who terminates Service with the Company on or after his
60^th birthday, equal to:

(1)

for a Separation from Service after an Employee153s 60^th birthday,
the amount calculated under subsection (a), reduced by 5/12% for each month from
the day payments commence under Section XIX (Time and Form of Payment) to Normal
Commencement Date; or

(2)

for a Separation from Service on an Employee153s 60^th birthday (or a
Separation from Service before that date in the case of an Employee who
nevertheless qualifies for an Executive Retirement Installment Benefit by
remaining in Service with the Company until his 60^th birthday), 75%
of the amount calculated under subsection (a).

(c)

In all cases, Executive Retirement Installment Benefits shall only take into
account Compensation and Benefit Service as of Separation from Service, even if
an Employee remains in Service with the Company thereafter.

(d)

An Executive Retirement Installment Benefit shall not be payable with respect
to an Employee who terminates Service with the Company before his
60^th birthday, except as specifically provided in Sections XVII
(Disability Retirement), XVIII (Special Benefit Protection) and XX (Payments
Upon Death), or except as may otherwise be provided by virtue of an exercise of
Company discretion under Section XIV(b) or an exercise of Company discretion in
the case of an Employee with less than 25 years of Eligibility Service who
transfers to a successor employer.

(e)

The terms “GE executive career band,” “GE senior executive career band” and
“GE officer” refer to those classifications as determined for purposes of this
Part II by the General Electric Company in its sole discretion, and not any
Affiliate. Consistent with the foregoing, an Employee must be so determined to
be an officer of the General Electric Company and not an Affiliate to be
eligible for the accrual rate described in paragraph (a)(3).

(f)

For purposes of this Part II, an Employee who Separates from Service, shall
only be treated as remaining in Service with the Company while he is on
protected service in accordance with established Company procedures.

(a)

An Executive Retirement Installment Benefit shall be payable to an eligible
Employee, who prior to his 60^th birthday:

(1)

either retires on a Disability Pension under Section VII of the GE Pension
Plan or, if he has not accrued a benefit under the GE Pension Plan, would
qualify to so retire if he had accrued such a benefit, but in such a case using
Eligibility Service when applying the 15 years of service requirement in Section
VII of the GE Pension Plan; and

(2)

qualifies as disabled by receiving income replacement benefits under a
Company plan for a period of not less than three months and otherwise meeting
the requirements under Treasury regulation section 1.409A-3(i)(4) and
regulations and other guidance issued thereunder.

(b)

The amount of an Executive Retirement Installment Benefit under subsection
(a) shall equal 75% of the amount calculated under Section XVI(a), taking into
account only Benefit Service and Compensation as of Separation from Service.

(a)

An Executive Retirement Installment Benefit shall be payable to a former
eligible Employee who terminates Service with the Company before his
60^th birthday and after completion of 25 or more years of Eligibility
Service, and who meets one of the following conditions:

(1)

The Employee153s Service is terminated because of a Plant Closing.

(2)

The Employee153s Service is terminated for transfer to a Successor Employer.

(3)

The Employee153s Service is terminated after one year on layoff with protected
service.

(b)

The amount of an Executive Retirement Installment Benefit under subsection
(a) shall equal 75% of the amount calculated under Section XVI(a), taking into
account only Benefit Service and Compensation as of Separation from Service.

(a)

Executive Retirement Installment Benefits shall be paid in 10 annual
installments, each of which shall equal the amount calculated under Section XVI,
XVII or XVIII, as applicable, divided by 10.

(b)

The first annual installment of an Executive Retirement Installment Benefit
described in subsection (a) shall be paid as of the first day of the month
following the later of (1) three completed calendar months after Separation from
Service (or six completed calendar months after Separation from Service in the
case of a Specified Employee), or (2) the Employee153s 60^th birthday.
Notwithstanding the foregoing, in the case of payments made under Section XVII
(Disability Retirement), the first annual installment of an Executive Retirement
Installment Benefit shall be paid as of the first day of the month following six
completed calendar months after Separation from Service. The remaining nine
annual installments shall be paid as of the anniversary of the date set forth
above.

(c)

No interest shall be earned or paid with respect to any Executive Retirement
Installment Benefits, including any payments upon death under Section XX.

(a)

If death occurs after installments of an Executive Retirement Installment
Benefit have commenced under Section XIX(b), but before all 10 annual
installments have been paid, the remaining installments shall continue to be
paid to the Employee153s designated beneficiary as of the yearly anniversary
specified in Section XIX(b).

(b)

If an eligible Employee dies while in Service with the Company and before
installments of an Executive Retirement Installment benefit have commenced under
Section XIX(b), a death benefit shall be paid to his designated beneficiary
under this Section XX(b), and not any other provision of this Part, equal to:

(1)

if death occurs on or after the Employees 65^th birthday, the
amount calculated under section XVI(a);

(2)

if death occurs after the Employee153s 60^th birthday but before his
65^th birthday, the amount calculated under Section XVI(a), reduced by
5/12% for each month from the day payments commence (as described below) to what
would have been the Employee153s Normal Commencement Date; or

(3)

if death occurs on or before the Employee153s 60^th birthday, 75% of
the amount calculated under Section XVI(a).

(c)

If a former eligible Employee who is not in Service with the Company dies
after satisfying all requirements hereunder to become entitled to receive an
Executive Retirement Installment Benefit, but before payment of such benefit
begins under Section XIX(b), a death benefit shall be paid to his designated
beneficiary at the same time, in the same form (10 annual installments) and in
the same amount as if the former Employee had survived and his benefit had
commenced as scheduled.

(d)

The designated beneficiary is the beneficiary or beneficiaries designated by
the Employee on a beneficiary designation form properly filed by the Employee in
accordance with established administrative procedures, or if there is no such
designated beneficiary, the Employee153s estate. Employees may name and change
beneficiaries without the consent of any person.

(a)

An Executive Retirement Installment Benefit that has commenced shall not
stop, and the form of payment shall not be altered, upon reemployment.

(b)

If an Employee is reemployed after becoming entitled to an Executive
Retirement Installment Benefit but before payment of such benefit has begun,
payment shall commence and be made as if the Employee had not been reemployed.

(c)

In the case of reemployment, any post-reemployment benefit:

(1)

shall be subject to the principles of this Part II as if it were a separate
benefit; but

(2)

shall be calculated by subtracting (i) any benefit payable for
the period prior to such reemployment from (ii) any benefit payable as of the
subsequent

Separation from Service, taking into account for purposes of this clause
(ii), all Benefit Service and Compensation (including pre-reemployment Benefit
Service and Compensation) as of the subsequent Separation from Service.

(d)

Principles similar to those in subsections (a) through (c) shall apply if an
Employee is reemployed more than once.

(e)

If an Employee ceases to be eligible to continue accruing an Executive
Retirement Installment Benefit solely because he is no longer assigned to the GE
executive or higher career band, his benefit shall be calculated taking into
account his Compensation as an Employee attributable to periods after he is no
longer so assigned, even though he can earn Benefit Service only during periods
while so assigned.

(a)

the GE Pension Plan; or

(b)

the GE Savings and Security Program as either:

(1)

a Retirement Contribution Participant; or

(2)

otherwise, but only in the case of an Affiliate that has made an applicable
election described in Section XV(a)(3) and then only for periods after such
election is effective;

(a)

Company as defined in the GE Pension Plan; and

(b)

any other Affiliate that adopts this Plan on or after January 1, 2011, as
approved by the Pension Board (including an Affiliate that has made an
applicable election described in Section XV(a)(3)).

(a)

S&SP Service as defined in the GE Savings and Security Program (S&SP)
for (1) an Employee who is a Retirement Contribution Participant under the
S&SP, or (2) an Employee of an Affiliate that has made an applicable
election described in Section XV(a)(3); and

(b)

Pension Qualification Service as defined in the GE Pension Plan for all other
Employees.

(a)

The following provisions of Part I shall not apply to Part II:

(b)

The remaining provisions of Part I, or the underlying principles of such
provisions, shall apply to Part II. Consistent with the foregoing and without
limiting the scope of this subsection (b):

(1)

the Board of Directors may, in its sole discretion, terminate, suspend or
amend the Executive Retirement Installment Benefit set forth in this Part II
consistent with the principles of Section XII in the same manner that the
Supplementary Pension Annuity Benefit in Part I may be so terminated, suspended
or amended;

(2)

the Pension Board shall have the same powers, authority and absolute
discretion with respect to the Executive Retirement Installment Benefit in this
Part II that it has with respect to the Supplementary Pension Annuity Benefit in
Part I consistent with the principles of Section XI; and

(3)

the definition of Non-Grandfathered Plan Benefit in Section II(i) shall
include all benefits earned under Part II.

(c)

No provisions of Part II shall apply to Part I, except that, as described in
the Introduction, the service disregard rule in Section XV(b) shall apply in
determining eligibility for Part I.