Employment and Post-Retirement Consulting Agreement between GE and Jack Welch

This agreement is entered into on December 20, 1996 by and between General Electric Company, a New York corporation, and John F. Welch, Jr.

WHEREAS, in recognition of Mr. Welch's unique contribution to the creation of more than $150 billion of shareholder value during his tenure as the Chairman of the Board and Chief Executive Officer of General Electric Company ("Company"), the Board of Directors wishes to obtain his commitment to serve as Chairman of the Board of Directors and Chief Executive Officer of the Company until December 31, 2000, and his commitment to serve thereafter as a consultant to and representative of the Company, at the direction of the Chief Executive Officer of the Company; and

NOW THEREFORE, the Company and Mr. Welch agree as follows:

1. Mr. Welch agrees to continue to serve as Chairman of the Board of Directors and Chief Executive Officer of the Company for the period from the date of this agreement until December 31, 2000, on terms no less favorable to him than his present conditions of employment, or such earlier date as the Board of Directors may determine at anytime in its sole discretion.

2. Mr. Welch agrees that, following his retirement from the Company, and when and as requested by the Chief Executive Officer of the Company, he will provide consulting and advice to the Company and will participate in various external activities and events for the benefit of the Company. Mr. Welch agrees to provide up to 30 days per year to the Company, subject to his reasonable availability, for such consulting services or such participation in external activities and events. In addition, Mr. Welch agrees to obtain the approval of the Management Development and Compensation Committee of the Board of Directors before providing any consulting, advice or service of any kind to any other company or organization that competes with the Company.

3. The services....