As filed with the Securities and Exchange Commission on November 13, 2009
Registration No. 333-
 
  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 

 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
General Electric Company
(Exact Name of Registrant as Specified in Its Charter)
 
New York
(State or Other Jurisdiction of Incorporation or Organization)
 
14-0689340
(I.R.S. Employer Identification No.)
 
3135 Easton Turnpike
Fairfield, Connecticut 06828
(Address of Principal Executive Offices)
 
First Restatement of the General Electric
International Employee Stock Purchase Plan
(Full Title of the Plan)
 
Michael R. McAlevey
Vice President, Chief Corporate, Securities and Finance Counsel
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828
(Name and Address of Agent For Service)
 
(203) 373-2967
(Telephone Number, Including Area Code, of Agent For Service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
     
Large accelerated filer x
  
Accelerated filer  ¨
Non-accelerated filer (Do not check if smaller reporting company)  ¨         
  
Smaller reporting company  ¨
 
CALCULATION OF REGISTRATION FEE
                 
 
Title of Securities to be registered
 
Amount to be
Registered (2)
 
Proposed Maximum
Offering Price Per
Share (2)
 
Proposed Maximum
Aggregate Offering
Price (2)
 
Amount of
Registration Fee
Common Stock, $0.06 par value per share (1)
 
12,000,000
 
$15.16
 
$181,920,000
 
$10,151.14
 
 
(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transactions.
 (2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and (c) of the Securities Act. The maximum offering price per share is based on the average of the high and low prices of the Common Stock of General Electric Company as reported on the New York Stock Exchange on November 6, 2009.
(3)
The Amount of Registration Fee was calculated pursuant to Section 6(b) of the Securities Act, which states that the adjusted fee for fiscal 2009 shall be “$55.80 per $1 million” of the maximum aggregate price at which such securities are proposed to be offered.  The registration fee is therefore calculated by multiplying the Proposed maximum Aggregate Offering Price by 0.0000558.


 
 

 
 
INTRODUCTION
 
This Registration Statement on Form S-8 is filed by General Electric Company, a New York corporation (the “Company” or the “Registrant” or “we”), relating to 12,000,000 shares of the Company’s common stock, par value $0.06 per share (the “Common Stock”), to be offered and sold under the International Employee Stock Purchase Plan (the “Plan”).
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.
Plan Information*
 
Item 2.
Registrant Information and Employee Plan Annual Information*
 
 
*
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Certain Documents by Reference
 
The following documents, previously filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:
 
(1)
The Annual Report on Form 10-K for the fiscal year ended December 31, 2008 that we filed with the SEC on February 18, 2009;
 
(2)
The Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2009, June 30, 2009 and September 30, 2009 that we filed with the SEC on May 1, 2009, August 3, 2009 and November 2, 2009 (and November 6, 2009), respectively;

(3)
The Current Reports on Form 8-K that we filed with the SEC on January 28, 2009, February 11, 2009, February 27, 2009, March 12, 2009, March 23, 2009, June 12, 2009, August 4, 2009 and October 16, 2009 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instruction to Form 8-K shall not be incorporated by reference into the registration statement); and
 
(4)
The description of our common stock contained in our Registration Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act including any amendment or report updating such description.

 
In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made part hereof from their respective dates of filing (such documents, and the documents listed above, being hereinafter referred to as “Incorporated Documents”); provided, however, that the documents listed above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior  to the filing with the SEC of the Company’s Annual Report on Form 10-K covering such year shall cease to be Incorporated Documents or be incorporated by reference in this Registration Statement from and after the filing of such Annual Report.
 
Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
The Registrant’s Exchange Act file number with the SEC is 001-00035.
 
Item 4.
Description of Securities.
 
Not applicable.
 
Item 5.
Interests of Named Experts and Counsel
 
Certain legal matters with respect to the validity of the Common Stock registered hereby have been passed upon for the Company by Craig T. Beazer, Corporate and Securities Counsel of the Company. Craig T. Beazer is employed by the Company,  and owns or has rights to acquire an aggregate of less than 0.01% of the Company’s Common Stock.
 
Item 6.
Indemnification of Directors and Officers
 
Section 721 of the New York Business Corporation Law – hereinafter referred to as the “NYBCL” – provides that, in addition to indemnification provided in Article 7 of the NYBCL, a corporation may indemnify a director or officer by a provision contained in the certificate of incorporation or bylaws or by a duly authorized resolution of its shareowners or directors or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
 
Section 722(a) of the NYBCL provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses actually and necessarily incurred as a result of such action, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

 
(1)
 

 
Section 722(c) of the NYBCL provides that a corporation may indemnify a director or officer, made or threatened to be made a party in a derivative action, against amounts paid in settlement and reasonable expenses actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be available under Section 722(c) of the NYBCL in respect of (1) a threatened or pending action which is settled or otherwise disposed of, or (2) any claim as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application, that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
 
Section 723 of the NYBCL specifies the manner in which payment of indemnification under Section 722 of the NYBCL or indemnification permitted under Section 721 of the NYBCL may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723.
 
Section 724 of the NYBCL provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized under Section 722 and Section 723 of the NYBCL. Section 725 of the NYBCL contains certain other miscellaneous provisions affecting the indemnification of directors and officers.
 
Section 726 of the NYBCL authorizes a corporation to purchase and maintain insurance to indemnify (1) a corporation for any obligation that it incurs as a result of the indemnification of directors and officers under the provisions of Article 7 of the NYBCL, (2) directors and officers in instances in which they may be indemnified by a corporation under the provisions of Article 7 of the NYBCL, and (3) directors and officers in instances in which they may not otherwise be indemnified by a corporation under such section, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance.
 
Section 6 of the Company’s Restated Certificate of Incorporation, as amended, provides in part as follows:
 
A person who is or was a director of the corporation shall have no personal liability to the corporation or its shareholders for damages for any breach of duty in such capacity except that the foregoing shall not eliminate or limit liability where such liability is imposed under the Business Corporation Law of the State of New York.
 
Article XI of the Company’s By-laws, as amended, provides, in part, as follows:
 
 
A.
The Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify any person who is or was or has agreed to become a director or officer of the Company and who is or was made or threatened to be made a party to or involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation, of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Company, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Company, or is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid or to be paid in settlement, taxes or penalties, and costs, charges and expenses, including attorney’s fees, incurred in connection with such action or proceeding or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The benefits of this Paragraph a shall extend to the heirs and legal representatives of any person entitled to indemnification under this paragraph.
 
 
 
 
B.
The Company may, to the extent authorized from time to time by the board of Directors, or by a committee comprised of members of the Board or members of management as the Board may designate for such purpose, provide indemnification to employees or agents of the Company who are not officers or directors of the Company with such scope and effect as determined by the Board, or such committee.
 
 
C.
The Company may indemnify any person to whom the Company is permitted by applicable law to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the New York Business Corporation Law or other rights created by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-laws authorize the creation of other rights in any such manner. The right to be indemnified and to the reimbursement or advancement of expenses incurred in defending a proceeding in advance of its final disposition authorized by this Paragraph C shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-laws, agreement, vote of shareholders or disinterested directors or otherwise.
 
 
D.
The right to indemnification conferred by Paragraph A shall, and any indemnification extended under Paragraph B or Paragraph C may, be retroactive to events occurring prior to the adoption of this Article XI, to the fullest extent permitted by applicable law.
 
 
E.
This Article XI may be amended, modified or repealed either by action of the Board of Directors of the Company or by the vote of the shareholders.
 
 
The Registrant has purchased certain liability insurance for its officers and directors as permitted by Section 727 of the NYBCL.
 
Item 7.
Exemption from Registration Claimed
 
Not applicable.
 

 
(2)
 


Item 8. Exhibits
 
     
Exhibit No.
  
Description
   
      4.1
  
First Restatement of the General Electric International Employee Stock Purchase Plan*
   
      4.2
  
The Certificate of Incorporation, as amended, of General Electric Company (Incorporated by reference to Exhibit 3(a) of General Electric’s Current Report on Form 8-K dated October 20, 2008 (Commission file number 001-00035))
   
      4.3
  
The By-Laws, as amended, of General Electric Company (Incorporated by reference to Exhibit 3(ii) of General Electric’s Current Report on Form 8-K dated February 11, 2009 (Commission file number 001-00035))
   
      5
  
Opinion of counsel*
   
    23.1
  
Consent of Independent Registered Public Accounting Firm*
   
    23.2
  
Consent of counsel (included in Exhibit 5)
   
    24
  
Power of Attorney of certain Officers and Directors of the Registrant*
   
 
 
 

*
Filed herewith
 

 
(3)
 


Item 9.
Undertakings
 
1. The undersigned Registrant hereby undertakes:
 
 
(a)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
 
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
 
 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
 
provided, however , that paragraphs 1 (a)(i) and 1 (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
 
(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial   bona fide offering thereof; and
 
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
2. The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial   bona fide   offering thereof.
 
3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant and the Plan will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 

 
(4)
 


SIGNATURES
 
The Company. Pursuant to the requirements of the Securities Act of 1933, as amended, General Electric Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Fairfield, State of Connecticut, on this 13  th   day of November, 2009.
 
 
     
GENERAL ELECTRIC COMPANY
   
By:
  
/s/ Michael R. McAlevey                        
 
  
Michael R. McAlevey
 
  
Vice President, Chief Corporate, Securities and Finance Counsel
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
 
         
Name
  
Title
 
Date
     
*Jeffrey R. Immelt
  
Chairman of the Board of Directors (Principal Executive Officer)
 
November 10, 2009
     
*Keith S. Sherin
  
Vice Chairman and Chief Financial Officer
(Principal Financial Officer)
 
November 10, 2009
     
*Jamie S. Miller
  
Vice President and Controller (Principal Accounting Officer)
 
November 6, 2009
     
*W. Geoffrey Beattie
  
Director
 
November 6, 2009
     
* James I. Cash, Jr.
  
Director
 
November 6, 2009
     
* William M. Castell
  
Director
 
November 6, 2009
     
* Ann M. Fudge
  
Director
 
November 6, 2009
     
*Susan Hockfield
  
Director
 
November 6, 2009
     
*Andrea Jung
  
Director
 
November 6, 2009
     
*Alan G. Lafley
  
Director
 
November 6, 2009
     
*Robert W. Lane
  
Director
 
November 6, 2009
     
*Ralph S. Larsen
  
Director
 
November 6, 2009
     
*Rochelle B. Lazarus
  
Director
 
November 6, 2009
     
*James J. Mulva
  
Director
 
November 6, 2009
     
*Sam Nunn
  
Director
 
November 13, 2009
     
*Roger S. Penske
  
Director
 
November 6, 2009
     
*Robert J. Swieringa
  
Director
 
November 6, 2009
     
*Douglas A. Warner III
  
Director
 
November 6, 2009
 
         
A Majority of the Board of Directors.
  
 
     
* By: 
 
/s/ Michael R. McAlevey                        
  
 
   
Michael R. McAlevey
  
 
   
Attorney-in-Fact
  
 


 
(5)
 


EXHIBIT INDEX
 
     
Exhibit No.
  
Description
   
      4.1
  
First Restatement of the General Electric International Employee Stock Purchase Plan*
   
      4.2
  
The Certificate of Incorporation, as amended, of General Electric Company (Incorporated by reference to Exhibit 3(a) of General Electric’s Current Report on Form 8-K dated October 20, 2008 (Commission file number 001-00035))
   
      4.3
  
The By-Laws, as amended, of General Electric Company (Incorporated by reference to Exhibit 3(ii) of General Electric’s Current Report on Form 8-K dated February 11, 2009 (Commission file number 001-00035))
   
      5
  
Opinion of counsel*
   
    23.1
  
Consent of Independent Registered Public Accounting Firm*
   
    23.2
  
Consent of counsel (included in Exhibit 5)
   
    24
  
Power of Attorney of certain Officers and Directors of the Registrant*
 
 
 

*
Filed herewith

 
 


Exhibit 4.1

First Restatement of the
General Electric International Employee Stock Purchase Plan

SECTION 1. PURPOSE.

The purpose of this General Electric International Employee Stock Purchase Plan (the “Plan”) is to provide Eligible Employees of General Electric Company (the “Company”) and other Participating Companies with an opportunity to acquire a proprietary interest in the Company by the purchase of Common Stock, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its share owners, and to enhance the ability of the Participating Companies to attract and retain qualified individuals. In addition, this Plan authorizes the grant of Purchase Rights and issuance of Common Stock pursuant to sub-plans adopted by the Committee.

SECTION 2. DEFINITIONS.

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Account” means a memorandum account maintained on behalf of a Participant for the purpose of recording, as a bookkeeping entry, the Participant’s contributions for a calendar month pending investment in Stock.

(b) “Affiliate” means any entity in which the Company has more than 50% direct or indirect ownership.

(c) “Board” means the Board of Directors of the Company.

(d) “Committee” means a committee appointed by the Board or any officers or employees designated by the Board to administer the Plan, acting in accordance with the provisions of Section 3 of the Plan.

(e) “Common Stock” means the common stock of the Company, par value $0.06 per share. “Shares” or “Stock” shall have the same meaning.

(f) “Compensation” means base salary or wages and shift pay paid by a Participating Company and excludes commissions, overtime, severance pay, bonuses and all other forms of remuneration, unless approved by the Committee.

(g) "Eligible Employee" means an individual who is: (1) classified by a Participating Company on its payroll records as an employee and (2) regularly employed by the Participating Company in a country other than the United States that has been designated for participation in the Plan by the Committee. The Committee may impose restrictions on eligibility and participation of individuals who are officers and directors to facilitate compliance with U.S. federal or U.S. state securities laws, foreign laws, stock exchange requirements or U.S. accounting rules. For purposes of the Plan, the employment relationship shall be treated as continuing intact while an individual is on sick leave or other leave of absence approved by the Participating Company, provided the leave does not exceed 90 days, or, if longer, the period during which the individual’s right to reemployment is guaranteed either by statute or contract.

(h) “Offering Period” means the calendar quarter, except that the Committee may designate another period in any case it deems appropriate.

(i) “Participant” means an Eligible Employee who is participating in the Plan.

(j) “Participating Company” means the Company and any Affiliate with individuals regularly employed outside the United States in a country that has been designated for participation in the Plan by the Committee.

(k) “Person” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.

(l) “Purchase Price” means the closing price of the Stock on the last New York Stock Exchange (“NYSE”) trading day of the calendar month.

(m) “Purchase Right” means a Participant’s right to purchase Stock during a calendar month.

SECTION 3. ADMINISTRATION.

The Plan shall be administered by a Committee appointed by the Board consisting of at least two members who may be removed by the Board at any time. The Committee will have the authority and responsibility for the overall administration of the Plan, including the authority and responsibility specifically provided in this Plan and any additional duties, responsibilities and authority delegated to the Committee by the Board. The Committee, in its sole discretion, shall have full power and authority to: (1) promulgate any rules and regulations which it deems necessary for the proper administration of the Plan, (2) interpret the provisions, adjudicate claims, resolve ambiguities and supervise the administration of the Plan, (3) make factual determinations relevant to Plan administration, (4) adopt sub-plans applicable to specified Participating Companies or locations, and (5) take all action in connection with administration of the Plan as it deems necessary or advisable consistent with the delegation from the Board. The Committee may delegate to one or more Persons any of its duties, responsibilities or authority contained in any provisions of this Plan or delegated to it by the Board. Decisions of the Board, the Committee and its delegates shall be final and binding upon all Participants. No Board or Committee member or their delegate shall be liable for any action or determination made in good faith with respect to the Plan, any sub-plan, or any Purchase Right granted hereunder.

SECTION 4. SHARES AVAILABLE FOR THE PLAN.

(a) SHARES AVAILABLE. Subject to adjustment as provided below, the total number of Shares reserved and available for issuance or which may be otherwise acquired upon exercise of Purchase Rights under this Plan (including any sub-plans) will be 50 million. If the number of Shares with respect to which Purchase Rights are to be exercised exceeds the number of Shares then available under the Plan, a pro rata allocation of the Shares remaining available for purchase shall be made in as uniform a manner as practicable. Any Shares delivered under the Plan may consist in whole or in part, of authorized and unissued Shares or treasury Shares or Shares purchased on the open market.


 
 
 


(b) ADJUSTMENTS. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (1) the number and type of Shares which thereafter may be made the subject of Purchase Rights, (2) the number and type of Shares subject to outstanding Purchase Rights, and (3) the price with respect to any Purchase Right.

(c) CORPORATE TRANSACTIONS. In the event of the proposed liquidation or dissolution of the Company, the Offering Period then in progress will terminate immediately prior to the consummation of such proposed liquidation or dissolution, unless otherwise provided by the Committee in its sole discretion, and all outstanding Purchase Rights shall automatically terminate and any unapplied payroll deductions will be refunded without matching contributions or interest.

In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger or consolidation of the Company with or into another Person, then in the sole discretion of the Committee, (1) each Purchase Right shall be assumed or an equivalent purchase right shall be substituted by the successor, (2) a date established by the Committee on or before the date of consummation of such merger, consolidation or sale shall be treated as a purchase date, and all outstanding Purchase Rights shall be deemed exercisable on such date or (3) all outstanding Purchase Rights shall terminate and any unapplied payroll deductions will be refunded without matching contributions or interest.

SECTION 5. ELIGIBILITY.

(a) COUNTRIES. The Committee, in its sole discretion, shall designate the countries that will participate in the Plan. As part of that designation, the Committee will also establish an initial Offering Period (or Offering Periods) for each designated country. All Affiliates within a designated country shall adopt the Plan (and, where appropriate, a sub-plan) and shall commence participation as of the start of the applicable initial Offering Period (or as soon as administratively practicable thereafter).

(b) EMPLOYEES. The Plan is only available to Eligible Employees. Notwithstanding any provision of the Plan to the contrary, any individual who is not classified by the Participating Company on its payroll records as an employee (including, but not limited to, an individual classified by the Participating Company as an independent contractor or a non-employee consultant, an individual who is performing services for a Participating Company through a leasing or employment agency, or an employee of an entity other than a Participating Company) shall not be eligible to participate in the Plan, even if such classification is determined to be erroneous, or is retroactively revised by a governmental agency, by court order or as a result of litigation, or otherwise. In addition, to the extent required by applicable law, employees who are represented by a Works Council or Union representative, shall only be eligible to participate to the extent authorized or permitted by such representative.

SECTION 6. ENROLLMENT AND CONTRIBUTIONS.

(a) OFFERING PERIODS. Except as otherwise set forth below, the Plan shall be implemented through consecutive Offering Periods.

(b) ENROLLMENT. In order to participate, an Eligible Employee must enroll in the Plan in accordance with established administrative procedures. An individual who becomes an Eligible Employee during an Offering Period may not participate during that Offering Period (but may participate in subsequent Offering Periods to the extent the applicable requirements are satisfied for those periods).

(c) ELECTION CHANGES. Participant elections for one Offering Period will carry over to subsequent Offering Periods, unless changed (or unless contributions stop under (d)). A Participant may decrease the amount of contributions, and may stop contributing altogether, during an Offering Period. A Participant may not increase contributions during an Offering Period (which also means that a Participant who stops contributing during an Offering Period may not contribute for the rest of that period). Election changes must be made in accordance with established administrative procedures, and will not result in refunds of any previous contributions.

(d) STATUS CHANGES. Contributions (and matches) stop when (1) a Participant terminates employment with the Participating Company for any reason, including but not limited to retirement, disability, death, transfer to an Affiliate that is not a Participating Company or (2) the Participant otherwise stops being an Eligible Employee. If contributions stop under this provision, any unapplied payroll deductions will be used to purchase Shares, and contributions will not resume until the individual again becomes an Eligible Employee and enrolls in the Plan.

(e) PARTICIPANT CONTRIBUTIONS. The amount of contributions with respect to the Plan for any Participant during any pay period shall not exceed ten percent (10%) of the Participant's Compensation for such pay period. Amounts shall be contributed in whole percentages only.

(f) MATCHING CONTRIBUTIONS. A match (in Shares) shall be provided equal to fifteen percent (15%) of the number of Shares purchased with the Participant's contributions.

SECTION 7. PURCHASES OF STOCK.

(a) PURCHASE RIGHTS. Enrollment in the Plan for any Offering Period by a Participant will constitute the grant of a Purchase Right to such Participant for each calendar month within the Offering Period (but only to the extent the Participant remains an Eligible Employee during each such month).

(b) PAYMENT OF PURCHASE PRICE. Shares that are acquired pursuant to the exercise of a Purchase Right shall be paid for by payroll deductions from the Participant's Compensation. All payroll deductions made with respect to a Participant shall be credited to the Participant’s Account under the Plan, but no amounts shall actually be segregated from the general assets of the Participating Companies and Accounts shall not earn interest.

(c) EXERCISE OF PURCHASE RIGHT. As of the last NYSE trading day of the calendar month: (1) amounts credited to each Participant’s Account for such month will be applied to purchase the number of whole and/or fractional Shares arrived at by dividing the total amount of the Participant's Account for that month by the Purchase Price; and (2) a matching contribution (in Shares) equal to 15% of the Shares so purchased will be credited to the Participant. Delivery of Shares (both those purchased with Participant contributions and those credited as matching contributions) will occur in accordance with established administrative procedures, and a transfer agent may be utilized or a brokerage or nominee account may be established for this purpose. The terms of such transfer agency or brokerage or nominee account shall be at the sole discretion of the Company, and participation in the Plan is expressly conditioned on the acceptance of such terms.

SECTION 8. WITHHOLDING.

The Plan shall be administered in accordance with all applicable income tax, social insurance, payroll tax, payment on account or other withholding obligations with respect to a Participant’s participation in the Plan.


 
 
 


SECTION 9. EXPENSES.

The Participating Companies will pay the costs of implementing and operating the Plan.

SECTION 10. RIGHTS AS A STOCKHOLDER.

No Purchase Right will confer on any Participant the rights of a shareholder of the Company until the date as of which Shares are purchased.

SECTION 11. NONTRANSFERABILITY.

A Purchase Right may not be transferred. The Company, in its sole discretion, may impose such restrictions on the Shares purchased upon the exercise of a Purchase Right as it deems appropriate.

SECTION 12. EFFECTIVE DATE.

The Plan as restated herein shall be effective May 1, 2002 and shall supersede any prior versions of the Plan.

SECTION 13. PLAN TERM.

The Plan will continue until it is terminated or, if earlier, all Shares reserved for issuance under Section 4(a) have been issued.

SECTION 14. RESTRICTION ON ISSUANCE OF SHARES.

The issuance of Shares under the Plan shall be subject to compliance with all applicable requirements of foreign, U.S. federal or U.S. state law with respect to such securities. A Purchase Right may not be exercised if the issuance of Shares upon such exercise would constitute a violation of any applicable foreign, U.S. federal or U.S. state securities laws or other law or regulations. In addition, no Purchase Right may be exercised unless (1) a registration statement under the Securities Act of 1933, as amended, shall at the time of exercise of the Purchase Right be in effect with respect to the Shares issuable upon exercise of the Purchase Right, or (2) in the opinion of legal counsel to the Company, the Shares issuable upon exercise of the Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration requirements of said Act. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company. In the event that the issuance of Shares under the Plan would not comply with any applicable law, then all affected contributions will be refunded as soon as administratively practicable (without matching contributions or interest).

SECTION 15. AMENDMENT OR TERMINATION.

The Committee may amend the Plan at any time and for any reason.  The Board may terminate the Plan at any time and for any reason.

SECTION 16. GOVERNING LAW.

The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of New York and applicable U.S. federal law.

SECTION 17. SEVERABILITY.

If any provision of the Plan is or becomes invalid, illegal, or unenforceable in any jurisdiction or would disqualify the Plan under any law, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without materially altering the intent of the Plan, such provision shall be stricken as to such jurisdiction, and the remainder of the Plan shall remain in full force and effect.

SECTION 18. HEADINGS.

Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

SECTION 19. NO TRUST OR FUND CREATED.

This Plan is unfunded and shall not create nor be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company, an Affiliate or the Committee and a Participant or any other Person. To the extent that any Person acquires a right to receive a payment from a Participating Company pursuant to the Plan, such right shall be no greater than the right of any unsecured general creditor of the Participating Company.

SECTION 20. NO RIGHT TO EMPLOYMENT; NO ENLARGEMENT OF RIGHTS OR BENEFITS.

Nothing contained in this Plan shall be deemed to give any individual the right to be retained in the employ of the Company or any Affiliate or to interfere with the right of the Company or any Affiliate to discharge the individual at any time. It is not intended that any rights or benefits provided under this Plan be considered part of creditable compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service awards, pension, retirement or similar payments.

SECTION 21. NO DUPLICATION OF BENEFITS.

Notwithstanding anything to the contrary, no provision in this Plan or in any sub-plan of this Plan shall be applied in a manner that results in the duplication of benefits.

SECTION 22. FRACTIONAL SHARES.

Purchases of Stock under the Plan may result in the crediting of fractional Shares. Such fractional Shares will be computed to four decimal places. Certificates representing fractional Shares will not be issued or delivered.



 
 
 


SECTION 23. PARTICIPANT INFORMATION.

As a condition of participation in the Plan, each Participant must, upon request, furnish in writing an up-to-date mailing address and any other information as may be reasonably required for administration of the Plan.
 
SECTION 24. COMMITTEE RULES TO ACCOMMODATE LOCAL LAWS; SUB-PLANS

The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws or procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of Stock certificates, all of which may vary from location to location.

The Committee may also adopt sub-plans applicable to particular Participating Companies or locations. The rules of such sub-plans may take precedence over other provisions of the Plan, with the exception of Section 4(a), but unless superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

SECTION 25. CURRENCY CONVERSIONS

The Company shall have the sole discretion to determine the foreign exchange rate used to convert the Participant's contributions into U.S. dollars. Such conversion shall take place on or around the date as of which Shares are purchased (and as close to that date as administratively practicable).

 
 
 


Exhibit 5
 
General Electric Company
3135 Easton Turnpike, Fairfield, CT 06828
 
 
 
November 13, 2009
 
 
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828
 
                     
           
               
Re:
 
Proposed Offering of up to 12,000,000 Shares of Common Stock
Pursuant to the First Restatement of the General Electric International Employee Stock Purchase Plan
 
Ladies and Gentlemen:
 
I have examined the Registration Statement on Form S-8 (the “Registration Statement”), of General Electric Company, a New York corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale under the First Restatement of the General Electric International Employee Stock Purchase Plan   (the “Plan”) of up to 12,000,000 shares of the Company’s Common Stock, par value $.06 per share (the “Shares”).
 
In connection therewith, I have examined the originals, or photostatic or certified copies, of such records of the Company and of public officials and such other documents as I have deemed relevant and necessary as the basis for the opinions set forth below. In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. I have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, I have assumed the accuracy of all other information provided to me by the Company during the course of my investigation, on which I have relied in issuing the opinion expressed below.
 
Based upon and subject to the foregoing and in reliance thereon, and assuming that subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that I have examined, I am of the opinion that, when certificates representing the Shares have been issued, sold and delivered in accordance with the terms set forth in the Plan and the authorizations and procedures relating thereto against payment of due consideration therefor, and when the Registration Statement has become effective under the Securities Act, the Shares will be validly issued, fully paid and, subject to the provisions of Section 630 of the New York Business Corporation Law, non-assessable.
 
I express no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America. This opinion is limited to the current laws of the State of New York and the current federal laws of the United States, and to the current judicial interpretations thereof and to the facts as they exist on the date hereof. I assume no obligation to revise or supplement the opinion should the present laws, or the interpretation thereof, be changed in respect of any circumstances or events that occur subsequent to the date hereof.
 
I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name under Item 5 in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
 
 
Very truly yours,
 
/s/ Craig T. Beazer                           
Craig T. Beazer
Corporate and Securities Counsel

 
 
 
Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm
 
The Board of Directors
General Electric Company:
 
We consent to the use of our report dated February 6, 2009 relating to the statement of financial position of General Electric Company and consolidated affiliates as of December 31, 2008 and 2007, and the related statements of earnings, changes in shareowners’ equity and cash flows for each of the years in the three-year period ended December 31, 2008, and the effectiveness of internal control over financial reporting as of December 31, 2008, incorporated by reference in the Registration Statement on Form S-8 of General Electric Company, which report appears in the December 31, 2008 annual report on Form 10-K of General Electric Company. Our report refers to a change in the method of accounting for fair value measurements and the adoption of the fair value option for certain financial assets and financial liabilities in 2008, a change in the methods of accounting for uncertainty in income taxes and for a change or projected change in the timing of cash flows relating to income taxes generated by leveraged lease transactions in 2007, and to a change in the methods of accounting for pension and other post retirement benefits and for share based compensation in 2006.
 
/s/ KPMG LLP
 
Stamford, Connecticut
November 13, 2009
Exhibit 24
 
POWER OF ATTORNEY

POWER OF ATTORNEY OF COMPANY DIRECTOR
 
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of General Electric Company, a New York corporation (the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”), Washington, D.C., under the provisions of the Securities Act of 1933 one or more Registration Statements on Form S-8, or other appropriate form, for up to 38,000,000 shares of capital stock of the Corporation under the Corporation’s First Restatement of the General Electric International Employee Stock Purchase Plan or any successor plan (the “Plan”), hereby constitutes and appoints Michael R. McAlevey, Christoph A. Pereira and Craig T. Beazer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act, together or each without the others, for him or her and in his or her name, place and stead, in any and all capacities, to sign, or cause to be signed electronically, any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments to registration statements previously filed with the SEC) and any and all amendments to the aforementioned Registration Statements and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, and with any and all other documents in connection with such Plan with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument. This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney expressly provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney and subject hereof.

The “CAUTION TO THE PRINCIPAL” and “IMPORTANT INFORMATION FOR THE AGENT” statement below is required under New York State General Obligations Law.  Notwithstanding anything to the contrary contained therein, this Power of Attorney is limited to the powers granted as described above and DOES NOT grant the attorneys-in-fact and agents the authority to spend the undersigned's money or sell or dispose of the undersigned's property.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.  When your agent exercises this authority, he or she must act according to any instructions you have provided, or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.  Your agent can act on your behalf only after signing the Power of Attorney before a notary public.  You can request information from your agent at any time.  If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.  You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.  Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.  The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us .  If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IN WITNESS WHEREOF, each of the undersigned principals, has executed this Power of Attorney on the date indicated opposite his or her name.


[REMAINDER OF PAGE LEFT BLANK]

 
 
 


 
 
/s/ Jeffrey W. Immelt                    
November 10, 2009
JEFFREY W. IMMELT
Chairman and Chief Executive Officer
 
(Principal Executive Officer and Director)


 
State of Connecticut      )
 
County of Fairfield        ) ss.:
 
On the 10 th day of November in the year before me, the undersigned, personally appeared Jeffrey W. Immelt, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kerry L. Gray ________
Notary Public




[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Keith S. Sherin                         
November 10, 2009
KEITH S. SHERIN
Vice Chairman and Chief Financial Officer
 
(Principal Financial Officer)


 
State of Connecticut      )
 
County of Fairfield        ) ss.:
 
On the 10 th day of November in the year before me, the undersigned, personally appeared Keith S. Sherin, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kerry L. Gray ________
Notary Public




[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Jamie S. Miller                           
November 6, 2009
JAMIE S. MILLER
Vice President and Controller
 
(Principal Accounting Officer)


 
State of Connecticut     )
 
County of Fairfield       ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Jamie S. Miller, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kerry L. Gray ________
Notary Public




[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ W. Geoffrey Beattie                   
November 6, 2009
W. GEOFFREY BEATTIE
Director


 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared W. Geoffrey Beattie, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kristine A. Thorne ______
Notary Public




[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ James I. Cash, Jr.                      
November 6, 2009
JAMES I. CASH, JR.
Director


 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared James I. Cash, Jr., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Rita M. Lynch    ______
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ William M. Castell                    
November 6, 2009
WILLIAM M. CASTELL
Director


 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared William M. Castell, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kathy L. Parks ______
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Ann M. Fudge                            
November 6, 2009
ANN M. FUDGE
Director


 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Ann M. Fudge, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Andrea Nevins _________
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Susan Hockfield                        
November 6, 2009
SUSAN HOCKFIELD
Director


 
State of New York        )
 
County of  Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Susan Hockfield, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Rita M. Lynch    ______
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Andrea Jung                             
November 6, 2009
ANDREA JUNG
Director


 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Andrea Jung, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Vivian D. Brandon ______
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Alan G. Lafley                           
November 6, 2009
ALAN G. LAFLEY
Director



 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Alan G. Lafley, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Vivian D. Brandon ______
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Robert W. Lane                            
November 6, 2009
ROBERT W. LANE
Director


 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Robert W. Lane, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kathy L. Parks ______
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Ralph S. Larsen                         
November 6, 2009
RALPH S. LARSEN
Director


 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Ralph S. Larsen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Andrea Nevins _________
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Rochelle B. Lazarus                     
November 6, 2009
ROCHELLE B. LAZARUS
Director



 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Rochelle B. Lazarus, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Andrea Nevins _________
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ James Mulva                              
November 6, 2009
JAMES MULVA
Director


 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared James Mulva, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Rita M. Lynch    ______
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Sam Nunn                                   
November 13, 2009
SAM NUNN
Director


 
State of Georgia     )
 
County of Gwinnett    ) ss.:
 
On the 13 th   day of November in the year before me, the undersigned, personally appeared Sam Nunn, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
Donita Crockett __________
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Roger S. Penske                        
November 6, 2009
ROGER S. PENSKE
Director



 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Roger S. Penske, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Andrea Nevins _________
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Robert J. Swieringa                   
November 6, 2009
ROBERT J. SWIERINGA
Director



 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Robert J. Swieringa, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kathy L. Parks ______
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Douglas A. Warner III                
November 6, 2009
DOUGLAS A. WARNER III
Director



 
State of New York        )
 
County of Schenectady   ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Douglas A. Warner III, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kathy L. Parks ______
Notary Public




 
[REMAINDER OF PAGE LEFT BLANK]

 
 
 

IMPORTANT INFORMATION FOR THE AGENT:
When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;
(2) avoid conflicts that would impair your ability to act in the principal’s best interest;
(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record of all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).
You may not use the principal’s assets to benefit yourself or give gifts to yourself or anyone else unless the Principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed.  If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:
The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

IN WITNESS WHEREOF, each of the undersigned agents, has executed this Power of Attorney on the date indicated opposite his name.


[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Michael R. McAlevey                  
November 10, 2009
MICHAEL R. MCALEVEY
Agent and Attorney-in-Fact



 
State of Connecticut      )
 
County of Fairfield        ) ss.:
 
On the 10 th day of November in the year before me, the undersigned, personally appeared Michael R. McAlevey, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kerry L. Gray ________
Notary Public





[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Christoph A. Pereira                   
November 10, 2009
CHRISTOPH A. PEREIRA
Agent and Attorney-in-Fact



 
State of Connecticut     )
 
County of Fairfield      ) ss.:
 
On the 10 th day of November in the year before me, the undersigned, personally appeared Christoph A. Pereira, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kerry L. Gray ________
Notary Public




[REMAINDER OF PAGE LEFT BLANK]

 
 
 


/s/ Craig T. Beazer                          
November 6, 2009
CRAIG T. BEAZER
Agent and Attorney-in-Fact



 
State of Connecticut     )
 
County of  Fairfield      ) ss.:
 
On the 6 th day of November in the year before me, the undersigned, personally appeared Craig T. Beazer, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
 

 
/s/ Kerry L. Gray ________
Notary Public




[REMAINDER OF PAGE LEFT BLANK]