THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

General Electric Company (GE)

3/3/2006 Proxy Information

This section discusses certain direct and indirect relationships and transactions involving the company and any director or executive officer, as required by SEC rules. The Board has determined that, in view of the relationships described below, Mr. Penske does not qualify as an independent director, but makes extremely valuable contributions to the Board and to the company by reason of his experience and wisdom.

Mr. Penske has a direct financial interest in and controls Penske Corporation (“PC”), which is privately held. Penske Truck Leasing Corporation, a subsidiary of PC, is the general partner of Penske Truck Leasing Co., L.P., and a subsidiary of GE Capital Corporation (“GE Capital”) is a limited partner with a 79% partnership interest. GE has consolidated Penske Truck Leasing Co., L.P. in its financial statements since 2004. In connection with a 1996 restructuring that increased GE Capital’s interest in the partnership from 50% to 79%, Penske Truck Leasing Corporation has the right to receive ten annual payments, with the majority of such payments contingent upon the partnership achieving certain revenue thresholds. For 2005, Penske Truck Leasing Corporation was paid its last such annual payment, in the amount of $9.3 million. GE Capital also extends acquisition and working capital loans and guarantees to the partnership, and these totaled about $4.6 billion as of December 31, 2005. GE Capital provides this funding on the same terms as those extended to its operating subsidiaries. GE Capital also holds 3.5 million shares of Class B Preferred Stock in Penske Truck Leasing Corporation, and these shares were paid an annual dividend of $0.70 per share in 2005.

Mr. Penske has an indirect financial interest in and controls Transportation Resource Management, LLC (“TRM”). TRM has formed a $265 million investment fund, Transportation Resource Partners, LP (“TRP”), and GE Capital is a limited partner of TRP. GE Capital may invest up to $50 million in TRP in return for paying TRP an annual sum of up to $750,000. GE Capital paid TRP $713,236 in 2005. After GE Capital recovers the amount of its investment and receives a preferred return, it will pay TRM a 20% carried interest in the remaining profits from its investment. In 2005, GE Capital invested $7.4 million in TRP equity investments, and separately, Penske Truck Leasing Co., L.P. invested $9.2 million in TRP equity investments, although Penske Truck Leasing Co., L.P. is not a limited partner in TRP.

GE Capital also participates as a lender to Truck-Lite Co., Inc., a subsidiary of PC, in a $175 million credit facility led by Wachovia Bank, of which GE Capital’s participation was $22.5 million in 2005. GE Capital also participates as a lender to companies in which TRP has invested; in this connection, GE Capital in 2005 committed $10 million in Fleetwash, Inc.’s $36 million credit facility and decreased the level of its commitment in Autocam Corporation’s senior debt financing from $9 million to $6.7 million.

Penske Jet, Inc., a subsidiary of PC, leases a Gulfstream G4 from GE Capital pursuant to a lease that extends to February 2017. In 2005, Penske Jet paid GE Capital $150,882 per month for the use of the G4. GE Engine Services, Inc. also provides repair, overhaul and other engine services to Penske Jet at market prices, with standard terms and conditions. In 2005, Penske Jet was billed $102,465 in fees for services rendered.

Mr. Penske’s son-in-law is a business analyst at GE Real Estate and earned $91,500 in base salary and annual bonus in 2005. His compensation is commensurate with his peers’.

Mr. Wright’s son-in-law is a vice president at GE Asset Management and earned $485,300 in base salary and annual bonus in 2005. His compensation is commensurate with his peers’.

The company believes that these transactions and relationships during 2005 were reasonable and in the best interest of the company.

• Service Agreement

Pursuant to a service agreement with Sir William M. Castell, we agreed that he would become the Chief Executive Officer of GE Healthcare and an executive officer of General Electric Company for a period of two years from the closing of the acquisition of Amersham in April 2004. The agreement provides that he would be appointed as a Vice Chairman of GE’s Board of Directors, a position he assumed in June 2004. Under this agreement, he will receive an annual base salary of £1,000,000 and will be eligible to receive an annual bonus of at least £1,000,000, subject to continued employment and satisfactory performance. In addition, under this agreement, he was awarded 200,000 performance share units (with conditions requiring him to be employed through the end of his two-year employment period and to achieve the performance goals set for him by the Chairman of the Board), 200,000 stock options and a Long-Term Performance Award for the 2003–2005 period, based on a multiple of base salary and bonus and prorated to reflect his actual employment over the 36-month performance-measuring period of the award.

The agreement also provides that Sir William Castell is entitled to a pension at the end of his two-year employment period. A description of his pension arrangements is set forth on page 38.

Sir William Castell will retire from his position as an executive officer of GE in April 2006. The agreement restricts his ability to engage in certain businesses that are competitive with the company’s business for a period of 12 months following his termination of employment.

3/4/2005 Proxy Information

GE has, for a number of years, used the services of the law firm of King & Spalding LLP for a variety of matters. Samual A. Nunn practiced law with King & Spalding from 1997 until he retired on December 31, 2003. Upon Mr. Nunn's retirement, the board determined that he qualified as an independent director, based on the New York Stock Exchange listing rules and GE's independence guidelines.

Robert C. Wright’s son-in-law is a vice president at GE Asset Management and earned $442,000 in base salary and annual bonus in 2004. His compensation is commensurate with his peers’.

Mr. Penske has an indirect financial interest in Penske Truck Leasing Co., L.P., a limited partnership formed in 1988 between Penske Truck Leasing Corporation and a subsidiary of GE Capital Corporation (GE Capital) in order to operate a truck leasing and rental business. GE has consolidated Penske Truck Leasing Co., L.P. in its audited financial statements for the year ended December 31, 2004, although, as the limited partner, GE does not control Penske Truck Leasing Co., L.P. In connection with a 1996 restructuring that increased GE Capital’s interest in the partnership from 50% to 79%, Penske Truck Leasing Corporation, which serves as the general partner of the partnership, in 1997 received the first of ten annual payments, which began at $11.3 million and will decline to $9.3 million, with the majority of such payments contingent upon the partnership achieving certain revenue thresholds. In 2004, Penske Truck Leasing Corporation was paid $9.3 million. GE Capital also extends acquisition and working capital loans and guarantees to the partnership, which totaled about $4.1 billion as of December 31, 2004. GE Capital provides this funding on the same terms as those extended to its operating subsidiaries.

GE Capital also holds 3.5 million shares of Class B Preferred Stock in Penske Truck Leasing Corporation. An annual dividend of $0.70 per share is payable to holders of the Class B Preferred Stock and was paid to GE Capital in 2004. The redemption date of the Class B Preferred Stock is March 15, 2013.

GE Capital participates as a lender to Truck-Lite Co., Inc., in a $175 million credit facility led by Wachovia Bank under an agreement dated October 28, 2004. GE Capital’s participation is $22.5 million. Truck-Lite is a subsidiary of Penske Company LLC, which Mr. Penske has a direct financial interest in and controls.

Mr. Penske also has a direct financial interest in and controls Penske Capital Partners, LLC (PCP). In April 2002, GE Capital Equity Holdings, Inc. (GE Equity) invested $15 million in Worldwide Training Group LLC (WTG), which was formed by PCP, as WTG’s managing member, in order to make an investment in Universal Technical Institute, Inc. (UTI). In WTG’s LLC agreement, GE Equity agreed that, after it recovered its investment and received a preferred return on its investment, PCP would then receive a 15% carried interest in the remaining profits of GE Equity’s investment. In April 2004, WTG was able to liquidate 52% of its then-outstanding holding in UTI. GE Equity received $34.6 million (on an original cost basis of $5.37 million) in cash from this transaction after paying PCP $6.27 million in carried interest. The remaining UTI shares held by WTG were distributed to its members in June 2004, and GE Equity received 962,045 shares of UTI, net of 152,085 shares retained by WTG as carried interest.

In July 2003, GE Capital entered into a limited partnership agreement with Transportation Resource Partners, LP, a $265 million investment fund formed by Transportation Resource Management, LLC (TRM) as its general partner. Mr. Penske has a direct financial interest in and controls TRM. GE Capital may invest up to $50 million in return for its agreement to pay TRM an annual fee of up to $750,000. GE Capital agreed that, after it recovered its investments and received a preferred return on any such investments, TRM would then receive a 20% carried interest in the remaining profits from the GE Capital investments. In 2004, Transportation Resource Partners, LP and other investors acquired Autocam Corporation. GE Capital made a $2.5 million equity investment in this transaction and committed $9 million to the senior debt financing.

In December 2004, GE Capital and Penske Jet, Inc. amended their existing lease agreement pursuant to which Penske Jet has leased a Gulfstream G4 from GE Capital since September 1999. The amended lease agreement extends the terms of this lease to February 2017. Through November 2008, Penske Jet will pay GE Capital $150,882 per month for the use of the G4. From December 2008 to February 2017, Penske Jet will pay $175,888 per month for the use of the G4. Penske Jet’s obligations under this lease are guaranteed by the Penske Corporation.

GE Engine Services, Inc. and Penske Jet, Inc. have entered into a CF34 Maintenance Cost Per Hour Engine Service Agreement, dated as of January 1, 2005. This agreement is an ordinary-course business arrangement for GE Engine Services, pursuant to which GE Engine Services will provide repair, overhaul and other services to one airplane which has CF34-3B series aircraft engines, for a period of ten years. This agreement contains standard terms and conditions for such arrangements, and the services are being provided at market price. The amount of fees to be paid by Penske Jet will depend on the number of hours the CF34-3B series aircraft engines will operate.

Mr. Wright’s son-in-law is a vice president at GE Asset Management and earned $442,000 in base salary and annual bonus in 2004. His compensation is commensurate with his peers’.

The company believes that these transactions and relationships during 2004 were reasonable and in the best interest of the company.

3/2/2004 Proxy Information

Mr. Penske has an indirect financial interest in Penske Truck Leasing Co., L.P., a limited partnership formed in 1988 between a subsidiary of Penske Corporation and a subsidiary of GE Capital Corporation (GE Capital) in order to operate a truck leasing and rental business. In connection with a 1996 restructuring that increased GE Capital's interest in the partnership from 50% to 79%, the Penske Corporation subsidiary, which serves as the general partner of the partnership, in 1997 commenced receiving ten annual payments, which began at $11.3 million and will decline to $9.3 million, with the majority of such payments contingent upon the partnership achieving certain revenue thresholds. GE Capital also extends acquisition and working capital loans and guarantees to the partnership, which totaled about $4.2 billion as of December 31, 2003. GE Capital provides this funding on the same terms as those extended to its operating subsidiaries. The company will consolidate Penske Truck Leasing Co., L.P. in its audited financial statements for the year ended December 31, 2004.

GE Capital also holds 3.5 million shares of Class B Preferred Stock in the Penske Corporation subsidiary that is the general partner of Penske Truck Leasing Co., L.P. An annual dividend of $0.70 per share is payable to holders of the Class B Preferred Stock. Although the Class B Preferred Stock was scheduled to be redeemed on March 15, 2003 for $10 per share, in March 2003, the parties agreed to extend the redemption date to March 15, 2013.

Mr. Penske has a direct financial interest in and controls Penske Capital Partners, LLC (PCP). In April 2002, GE Capital Equity Holdings, Inc. (GE Equity) invested $15 million in Worldwide Training Group LLC (WTG), which was formed by PCP, as WTG's managing member, in order to make an investment in Universal Technical Institute, Inc. (UTI). In WTG's LLC agreement, GE Equity agreed that, after it recovered its investment and received a preferred return on its investment, PCP would then receive a 15% carried interest in the remaining profits of GE Equity's investment. On December 17, 2003, UTI completed its initial public offering. Through a simultaneous secondary offering, WTG sold 31% of its holding in UTI. GE Equity received $19.8 million (on an original cost basis of $4.68 million) in cash from this transaction after paying PCP $1.88 million in carried interest.

In July 2003, GE Commercial Finance (GECF) entered into a limited partnership agreement with Transportation Resource Partners, LP, a new $265 million investment fund formed by Transportation Resource Management, LLC (TRM), as its general partner. Mr. Penske has a direct financial interest in and controls TRM. GECF may invest up to $50 million in return for its agreement to pay TRM an annual fee of up to $750,000. GECF agreed that, after it recovered its investments and received a preferred return on any such investments, TRM would then receive a 20% carried interest in the remaining profits from the GECF investments. As of December 31, 2003, GECF had not made any investments in Transportation Resource Partners, LP.

GE has, for a number of years, used the services of the law firm of King & Spalding LLP for a variety of matters. Mr. Nunn practiced law with King & Spalding from 1997 until he retired on December 31, 2003. Upon Mr. Nunn's retirement, the board determined that he qualified as an independent director, based on the New York Stock Exchange listing rules and GE's independence guidelines.

Mr. Wright's son-in-law is employed by a GE subsidiary, where his compensation exceeds $60,000 annually.

Lawrence A. Bossidy previously served in a number of executive and financial positions with General Electric Company, a diversified services and manufacturing company, which he joined in 1957. He was Chief Operating Officer of General Electric Credit Corporation (now General Electric Capital Corporation) from 1979 to 1981, Executive Vice President and Sector Executive of GE's Services and Materials Sector from 1981 to 1984 and Vice Chairman and Executive Officer of GE from 1984.