GENERAL ELECTRIC CO
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<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>ex10_5.htm
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<title>Exhibit 10.5</title>
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<p ALIGN="RIGHT"><b>Exhibit 10.5</b></p>
<p ALIGN="LEFT"><b>Grant Date: XXX<br>
Restriction Lapse Date: XXX<br>
Value on Grant Date: XXX<br>
Dividend Equivalents: XXX</b></p>
<p ALIGN="LEFT"><b>Performance Stock Unit Grant Certificate - additional terms</b></p>
<ol>
  <u>
  <li><b>PSU Grant</b>.</u> The Management Development and Compensation Committee
  (&quot;Committee&quot;) of the Board of Directors of General Electric Company
  (&quot;Company&quot;) has granted Performance Stock Units with Dividend Equivalents
  (&quot;PSUs&quot;) to the named individual (&quot;Grantee&quot;). Each PSU entitles the Grantee to
  receive from the Company (i) one share of General Electric Company common
  stock, par value $0.06 per share (&quot;Common Stock&quot;), for each PSU for which the
  restrictions set forth in paragraph 3 lapse in accordance with their terms,
  and (ii) quarterly cash payments equivalent to the dividend paid to
  shareholders of such stock, each in accordance with the terms of this Grant,
  the GE 1990 Long Term Incentive Plan (&quot;Plan&quot;), and any rules and procedures
  adopted by the Committee. <u><br>
  </u>&nbsp;</li>

  <u>

  <li><b>Dividend Equivalents</b></u>. Until the Grantee's employment with the
  Company is terminated for any reason, or until such time as the following
  restrictions lapse, whichever occurs first, the Company will pay the Grantee
  on a quarterly basis a cash amount equal to the number of PSUs subject to
  restriction times the per share quarterly dividend payments made to
  shareholders of the Company's Common Stock, with such payments to be made
  reasonably promptly after the payment date of each quarterly dividend.<br>
  &nbsp;

 <u>
  </li>
  <li><b>Restrictions/Performance Goals</b>.</u> Restrictions on XX% of the PSUs
  shall lapse on the Restriction Lapse Date if (i) the Grantee has been
  continuously employed by the Company to such date and (ii) the Company's
  Average Annual Total Shareowner % Return (&quot;TSR&quot;) is equal to or exceeds the
  Average Annual Total Shareowner % Return for the S&amp;P 500 companies (&quot;S&amp;P 500
  TSR&quot;) for the XX-year period of [START DATE] to [END DATE]. Restrictions on
  the other XX% of the PSUs shall lapse on the Restriction Lapse Date if (i) the
  Grantee has been continuously employed by the Company to such date and (ii)
  the Company's average annual % growth in Cash Flow from Operating Activities
  (&quot;CFOA&quot;), adjusted to exclude the effect of unusual events, is equal to or
  exceeds XX% for the XX-year period of [START DATE] to [END DATE]. Measurement
  of TSR and CFOA shall be determined in accordance with the customary
  accounting and financial reporting practices utilized by the Company according
  to Generally Accepted Accounting Principles (GAAP). PSUs for which
  restrictions do not lapse in accordance with this paragraph shall be
  immediately cancelled.<br>
  &nbsp; <u></li>
  <li><b>Alteration/Termination</b>.</u> The Company shall have the right at any
  time in its sole discretion to amend, alter, suspend, discontinue or terminate
  any PSUs without the consent of the Grantee.<br>
  &nbsp; <u></li>
  <li><b>Plan Terms</b>.</u> All terms used in this Grant have the same meaning as
  given such terms in the Plan, a copy of which will be furnished upon request.<br>
  &nbsp;
  <u></li>
  <li><b>Entire Agreement</b>.</u> This Grant, the Plan, and the rules and
  procedures adopted by the Committee, contain all of the provisions applicable
  to the PSUs and no other statements, documents or practices may modify, waive
  or alter such provisions unless expressly set forth in writing, signed by the
  Chairman of the Committee and delivered to the Grantee.</li>
</ol>
<i>
<p ALIGN="LEFT">This document constitutes part of a prospectus covering
securities that have been registered under the Securities Act of 1933.</p>
</i>
<p ALIGN="LEFT"></p>
<p ALIGN="LEFT">&nbsp;</p>

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