S-8

As filed with the Securities and Exchange Commission on November 21, 2008

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)

Certain Existing and Future GE or Affiliate Benefit and Compensation Plans

(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)(3)	Proposed Maximum Offering Price Per Share (2)(3)	Proposed Maximum Aggregate Offering Price (2)(3)	Amount of Registration Fee(4)
Common Stock, $0.06 par value per share (1)	3,000,000	$13.515	$40,545,000	$1,593.42

(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. Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plans, as defined below.

(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 20, 2008.

(3) This Registration Statement includes the following amounts with respect to the following plans:

Plan Name	Shares Allocated
Advanced Services, Inc. Employee Savings and Retirement Plan	16,000
ITI 401(k) Plan	25,000
Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc. 401(k) Plan)	14,000
Unison Industries Profit Sharing Plan	335,000
Middle River Aircraft Systems Hourly Savings Plan	220,000
Middle River Aircraft Systems Salaried Savings Plan	185,000
Roper Employee Voluntary Stock Ownership Plan	1,100,000
Unallocated	1,105,000
Total Registered	3,000,000

(4) In accordance with Rule 457(p) of the Securities Act, $67,903.55 of the registration fee that was paid in connection with the offering commenced on July 3, 2008 with respect to the GE Savings and Security Program under General Electric Company’s Registration Statement on Form S-3 (File No. 333-130117), originally filed with the Securities and Exchange Commission on December 5, 2005, remains unused as of the date hereof and is being applied and offset to pay the total registration fee required hereunder, and the foregoing offering under the Form S-3 is being terminated.

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 3,000,000 shares of the Company’s common stock, par value $0.06 per share (the “Common Stock”), to be offered and sold under certain existing and future benefit and compensation plans of the Company and its affiliates that have co-filed this Form S-8 or that are added to this registration statement through post-effective amendments thereto (the “Plans”). As of the effective date of this Form S-8, the Plans consist of the Advanced Services, Inc. Employee Savings and Retirement Plan, the ITI 401(k) Plan, the Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc. 401(k) Plan), the Unison Industries Profit Sharing Plan, the Middle River Aircraft Systems Hourly Savings Plan, the Middle River Aircraft Systems Salaried Savings Plan and the Roper Employee Voluntary Stock Ownership Plan.

This Registration Statement on Form S-8 is filed by each of the Plans with respect to an indeterminate amount of interests in such 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, 2007 that we filed with the SEC on February 20, 2008;

(2) The Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 that we filed with the SEC on April 25, 2008, July 25, 2008 and October 30, 2008, respectively;

(3) The Current Reports on Form 8-K that we filed with the SEC on January 18, 2008, February 1, 2008, March 12, 2008, April 7, 2008, April 30, 2008, May 30, 2008, July 23, 2008, July 25, 2008, August 6, 2008, September 5, 2008, September 25, 2008 (as to Item 8.01 only), October 1, 2008, October 7, 2008, October 8, 2008, October 20, 2008 and November 12, 2008;

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(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; and

(5) The most recent Annual Report on Form 11-K filed by each of the Plans with respect to such Plan’s fiscal year.

In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and all documents filed by a Plan pursuant to Section 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 or, with respect to a Plan, that terminates the offering with respect to such Plan, 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 or the Plans 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 or the Plans’ Annual Reports on Form 11-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 Reports.

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 Company’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

Not applicable.

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

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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.

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

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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 Company 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.

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Item 8. Exhibits

Exhibit No.	Description
4.1	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))
4.2	The By-Laws, as amended, of General Electric Company (Incorporated by reference to Exhibit 3.2 of General Electric’s Current Report on Form 8-K dated April 25, 2007 (Commission file number 001-00035))
5.1	Internal Revenue Service determination letter dated March 14, 2002 relating to the Advanced Services, Inc. Employee Savings and Retirement Plan*
5.2	Internal Revenue Service determination letter dated November 27, 2001 relating to the ITI 401(k) Plan*
5.3	Internal Revenue Service determination letter dated October 17, 2002 relating to the Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc. 401(k) Plan)*
5.4	Internal Revenue Service determination letter dated March 4, 2003 relating to the Unison Industries Profit Sharing Plan*
5.5	Internal Revenue Service determination letter dated April 28, 2003 relating to the Middle River Aircraft Systems Hourly Savings Plan*
5.6	Internal Revenue Service determination letter dated April 28, 2003 relating to the Middle River Aircraft Systems Salaried Savings Plan*
5.7	Internal Revenue Service determination letter dated August 6, 2002 relating to the Roper Employee Voluntary Stock Ownership Plan*
23.1	Consent of Independent Registered Public Accounting Firm*
24.1	Power of Attorney of certain Officers and Directors of GE*
24.2(a)	Power of Attorney of Plan Fiduciary relating to the Middle River Aircraft Systems Hourly Savings Plan and the Middle River Aircraft Systems Salaried Savings Plan*
24.2(b)	Power of Attorney of Plan Fiduciary relating to the Unison Industries Profit Sharing Plan*
24.2(c)	Power of Attorney of Plan Fiduciary relating to the Advanced Services, Inc. Employee Savings and Retirement Plan*

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24.2(d)	Power of Attorney of Plan Fiduciary relating to the Roper Employee Voluntary Stock Ownership Plan*
24.2(e)	Power of Attorney of Plan Fiduciary relating to the Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc. 401(k) Plan)*
24.2(f)	Power of Attorney of Plan Fiduciary relating to the ITI 401(k) Plan*

* Filed herewith

Item 9. Undertakings

1. The undersigned Company and the Plans hereby undertake:

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 Company and the Plans hereby further undertake 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.

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3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company and the Plans have 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company and the Plans 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.

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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 21 day of November, 2008.

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 21, 2008
*Keith S. Sherin	Vice Chairman and Chief Financial Officer (Principal Financial Officer)	November 21, 2008
*Jamie S. Miller	Vice President and Controller (Principal Accounting Officer)	November 21, 2008
*James I. Cash, Jr.	Director	November 21, 2008
*William M. Castell	Director	November 21, 2008
*Ann M. Fudge	Director	November 21, 2008
*Claudio X. Gonzalez	Director	November 21, 2008
*Susan Hockfield	Director	November 21, 2008
*Andrea Jung	Director	November 21, 2008
*Alan G. Lafley	Director	November 21, 2008
*Robert W. Lane	Director	November 21, 2008

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Name	Title	Date
*Ralph S. Larsen	Director	November 21, 2008
*Rochelle B. Lazarus	Director	November 21, 2008
*James J. Mulva	Director	November 21, 2008
*Sam Nunn	Director	November 21, 2008
*Roger S. Penske	Director	November 21, 2008
*Robert J. Swieringa	Director	November 21, 2008
*Douglas A. Warner III	Director	November 21, 2008

A Majority of the Board of Directors.

* By:	/s/ Michael R. McAlevey
	Michael R. McAlevey
	Attorney-in-Fact

The Plans. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plans) have 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 21 day of November, 2008.

Advanced Services, Inc. Employee Savings and Retirement Plan*
ITI 401(k) Plan*
Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc. 401(k) Plan)*
Unison Industries Profit Sharing Plan*
Middle River Aircraft Systems Hourly Savings Plan*
Middle River Aircraft Systems Salaried Savings Plan*
Roper Employee Voluntary Stock Ownership Plan*
* By:	/s/ Michael R. McAlevey
	Michael R. McAlevey
	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit No.	Description
4.1	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))
4.2	The By-Laws, as amended, of General Electric Company (Incorporated by reference to Exhibit 3.2 of General Electric’s Current Report on Form 8-K dated April 25, 2007 (Commission file number 001-00035))
5.1	Internal Revenue Service determination letter dated March 14, 2002 relating to the Advanced Services, Inc. Employee Savings and Retirement Plan*
5.2	Internal Revenue Service determination letter dated November 27, 2001 relating to the ITI 401(k) Plan*
5.3	Internal Revenue Service determination letter dated October 17, 2002 relating to the Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc. 401(k) Plan)*
5.4	Internal Revenue Service determination letter dated March 4, 2003 relating to the Unison Industries Profit Sharing Plan*
5.5	Internal Revenue Service determination letter dated April 28, 2003 relating to the Middle River Aircraft Systems Hourly Savings Plan*
5.6	Internal Revenue Service determination letter dated April 28, 2003 relating to the Middle River Aircraft Systems Salaried Savings Plan*
5.7	Internal Revenue Service determination letter dated August 6, 2002 relating to the Roper Employee Voluntary Stock Ownership Plan*
23.1	Consent of Independent Registered Public Accounting Firm*
24.1	Power of Attorney of certain Officers and Directors of GE*
24.2(a)	Power of Attorney of Plan Fiduciary relating to the Middle River Aircraft Systems Hourly Savings Plan and the Middle River Aircraft Systems Salaried Savings Plan*
24.2(b)	Power of Attorney of Plan Fiduciary relating to the Unison Industries Profit Sharing Plan*
24.2(c)	Power of Attorney of Plan Fiduciary relating to the Advanced Services, Inc. Employee Savings and Retirement Plan*

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24.2(d)	Power of Attorney of Plan Fiduciary relating to the Roper Employee Voluntary Stock Ownership Plan*
24.2(e)	Power of Attorney of Plan Fiduciary relating to the Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc 401(k) Plan)*
24.2(f)	Power of Attorney of Plan Fiduciary relating to the ITI 401(k) Plan*

* Filed herewith

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EX-5.1

Exhibit 5.1

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201

	Employer Identification Number:
Date MAR 14 2002	62-1422274
	DLN:
ADVANCED SERVICES INC	17007317003001
C/O G ALEXANDER HAMILTON	Person to Contact:
500 W JEFFERSON ST	THELIA BUTLER	ID# 52039
LOUISVILLE, KY 40202-0000	Contact Telephone Number:
	(877) 829-5500
	Plan Name:
	ADVANCED SERVICES INC
	SAVINGS AND RETIREMENT PLAN
	Plan Number: 001

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b) (3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated 02/21/2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination letter is applicable for the amendment (s) executed on 10/10/2001.

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub- L. 103-353, the Taxpayer Relief Act

Letter 835 (DO/CG)

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ADVANCED SERVICES INC

of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

Paul T. Shultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 794

Letter 835 (DO/CG)

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EX-5.2

Exhibit 5.2

Internal Revenue Service	Department of the Treasury
Plan Description: Prototype Non-standardized Safe Harbor Profit Sharing Plan with CODA
FFN: 50399272705-020 Case: 200100584 EIN: 41-1246679
Letter Serial No: K369484a	Washington, DC 20224

COMPREHENSIVE

	Contact Person: Ms. Arrington 50-00197
BISYS RETIREMENT SERVICES INC.	Telephone Number: (202) 283-8811
14221 GOLF COURSE DRIVE N.	In Reference to: T:EP:RA:T3
BAXTER, MN 56425	Date: 11/27/2001

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan. You are also required to send a copy of the approved form of the plan, any approved amendments and related documents to Employee Plans Determinations in Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553.

This letter considers the changes in qualifications requirements made by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554. These laws are referred to collectively as GUST.

Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer’s plan qualifies under Code section 401(a). However, an employer that adopts this plan may rely on this letter with respect to the qualification of its plan under Code section 401(a), as provided for in Announcement 2001-77, 2001-30 I.R.B. and outlined below. The terms of the plan must be followed in operation.

Except as provided below, our opinion does not apply with respect to the requirements of: (a) Code sections 401(a)(4), 401(a)(26), 401(1), 410(b) and 414(s). Our opinion does not apply for purposes of Code section 401(a)(10)(B) and section 401(a)(16) if an employer ever maintained another qualified plan for one or more employees who are covered by this plan. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution plan(s), provided such other plan(s) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this plan. Likewise, if this plan is first effective on or after the effective date of the repeal of Code section 415(e), the employer will not be considered to have maintained another plan merely because the employer has maintained a defined benefit plan(s), provided the defined benefit plan(s) has been terminated prior to the effective date of this plan. Our opinion also does not apply for purposes of Code section 401(a)(16) if, after December 31, 1985, the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419A(d)(3).

Our opinion applies with respect to the requirements of Code section 410(b) if 100 percent of all nonexcludable employees benefit under the plan. Employers that elect a safe harbor allocation formula and a safe harbor compensation definition can also rely on an opinion letter with respect to the nondiscriminatory amounts requirement under section 401(a).(4) and the requirements of sections 401(k) and 401(m) (except where the plan is a safe harbor plan under section 401(k)(12) that provides for the safe harbor contribution to be made under another plan).

13

BISYS RETIREMENT SERVICES

FFN: 50399272705-020

Page 2

An employer that elects to continue to apply the pre-GUST family aggregation rules in years beginning after December 31, 1996, or the combined plan limit of section 415(e) in years beginning after December 31, 1999, will not be able to rely on the opinion letter without a determination letter. The employer may request a determination letter by filing an application with Employee Plans Determinations on Form 5307, Application for Determination for Adopters of Master or Prototype or Volume Submitter Plans.

The form of the plan is a nonstandardized safe harbor plan that meets the requirements of section 4.14 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553.

If you, the master or prototype sponsor, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the sponsor. Individual participants and/or adopting employers with questions concerning the plan should contact the master or prototype sponsor. The plan’s adoption agreement must include the sponsor’s address and telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan.

Sincerely yours,

Director

Employee Plans Rulings & Agreements

EX-5.3

Exhibit 5.3

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
	Employer Identification Number:
Date: OCT 17 2002	36-3209178
	DLN:
TOTAL CONTROL PRODUCTS INC	17007072114042
7640 PELHAM RD	Person to Contact:
GREENVILLE, SC 29615	PETER WROBEL	ID# 11113
	Contact Telephone Number:
	(877) 829-5500
	Plan Name:
	TOTAL CONTROL PRODUCTS INC 401K   AND PROFIT SHARING PLAN
	Plan Number: 001

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-l(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated Oct. 9, 2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination letter is applicable for the plan adopted on Dec. 28, 2000.

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act

Letter 835 (DO/CG)

14

TOTAL CONTROL PRODUCTS INC

of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 40l(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

Paul T. Shultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 794

Letter 835 (DO/CG)

-2-

EX-5.4

Exhibit 5.4

FACSIMILE TRANSMITTAL SHEET

TO:	FROM:
Sue Frey	Kris Brock
COMPANY:	DATE:
GE Asset Management	11/4/2008
FAX NUMBER:	TOTAL NO. OF PAGES INCLUDING COVER:
(203)356-3103	10
PHONE NUMBER:	SENDER’S PHONE NUMBER
(203)708-3158	937 490 7143
SUBJECT:	SENDER’S FAX NUMBER
IRS Determination Letters	937 490 7154
MESSAGE
NOTES/COMMENTS:

STRICTLY PRIVATE

This fax is intended only for the use of the addressee and may contain confidential information. If you are not the intended recipient, you are notified that any dissemination, distribution, or copying is strictly prohibited. If you have received this fax in error, please notify us immediately by telephone and return it to us at the above address via the United States Postal Service. We will reimburse you any costs you incur in notifying us and returning it to us. Thank you.

15

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201	Employer Identification Number:
	31-0538649
Date: MAR 14 2003	DLN:
	17007059142012
ELANO CORPORATION	Person to Contact:	ID# 52714
2455 DAYTON XENIA RD	DAVID C. LONG
DAYTON, OH 45434	Contact Telephone Number:
	(877) 829-5500
	Plan Name:
	ELANO CORPORATION MONEY PURCHASE PENSION PLAN
	Plan Number: 002

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal. Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated Feb. 21, 2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination also applies to the proposed amendments dated March 10, 2003.

This determination letter is applicable for the amendment(s) executed on Dec. 26, 1996.

This determination letter is also applicable for the amendment(s) dated on Feb. 11, 1998.

Letter 835 (DO/CG)

ELANO CORPORATION

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 305-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

Paul T. Shultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 794

Addendum

Letter 835 (DO/CG)

-2-

ELANO CORPORATION

This determination letter is also applicable for the amendment(s) dated on Feb. 18, 1998.

Letter 835 (DO/CG)

-3-

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
	Employer Identification Number:
Date: MAR 14 2003	31-0538649
	DLN:
	17007059142022
ELANO CORPORATION	Person to Contact:
2455 DAYTON XENIA RD	DAVID C. LONG	ID# 52714
DAYTON, OH 45434	Contact Telephone Number:
	(877) 829-5500
	Plan Name:
	ELANO CORPORATION PROFIT SHARING PLAN
	Plan Number: 001

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated Feb. 21, 2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination letter is applicable for the amendment(s) executed on Feb. 26, 1997.

This determination letter is also applicable for the amendment(s) dated on Feb. 11, 1998.

This letter considers the changes in qualification requirements made by

Letter 835 (DO/CG)

ELANO CORPORATION

the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

Paul T. Shultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 794

Addendum

Letter 835 (DO/CG)

-2-

ELANO CORPORATION

This determination letter is also applicable for the amendment(s) dated on Feb. 18, 1998.

Letter 835 (DO/CG)

-3-

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201

	Employer Identification Number:
Date: MAR 14 2003	31-0538649
	DLN:
	17007059142022
ELANO CORPORATION	Person to Contact:
2455 DAYTON XENIA RD	DAVID C. LONG	ID# 52714
DAYTON OH 45434	Contact Telephone Number:
	(877) 829-5500
	Plan Name:
	ELANO CORPORATION 401K SAVINGS PLAN
	Plan Number: 003

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated Feb. 21, 2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination also applies to the proposed amendments dated March 10, 2003.

This determination letter is applicable for the amendment(s) executed on Dec. 26, 1996.

This determination letter is also applicable for the amendment(s) dated on Feb. 11. 1998.

Letter 835 (DO/CG)

ELANO CORPORATION

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

Paul T. Shultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 734

Addendum

Letter 835 (DO/CG)

-2-

ELANO CORPORATION

This determination letter is also applicable for the amendment(s) dated on Feb. 18, 1998.

Letter 835 (DO/CG)

-3-

EX-5.5

Exhibit 5.5

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
	Employer Identification Number:
Date: APR 28 2003	52-2063267
	DLN:
MRA SYSTEMS INC	17007058109032
C/O JODI H EPSTEIN	Person to Contact:
IVINS PHILLIPS & BARKER CHARTERED	DAVID C. LONG	ID# 52714
1700 PENNSYLVANIA AVE NW STE 600	Contact Telephone Number:
WASHINGTON, DC 20006-0000	(877) 829-5500
	Plan Name:
	MIDDLE RIVER AIRCRAFT SYSTEMS
	HOURLY SAVINGS PLAN
	Plan Number: 003

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b) (3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated April 7, 2003. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination also applies to the proposed amendments dated April 22, 2003.

This determination letter is applicable for the amendment(s) executed on September 1, 2000.

This determination letter is also applicable for the amendment(s) dated on November 16, 2001.

Letter 835 (DO/CG)

16

MRA SYSTEMS INC

This determination letter is applicable for the plan adopted on February 27, 1998.

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

Paul T. Schultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 794

Letter 835 (DO/CG)

-2-

EX-5.6

Exhibit 5.6

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
	Employer Identification Number:
Date: APR 28 2003	52-2063267
	DLN:
MRA SYSTEMS INC	17007058109022
C/O JODI H EPSTEIN	Person to Contact:
IVINS PHILLIPS & BARKER CHARTERED	DAVID C. LONG	ID# 52714
1700 PENNSYLVANIA AVE NW STE 600	Contact Telephone Number:
WASHINGTON, DC 20006-0000	(877) 829-5500
	Plan Name:
	MIDDLE RIVER AIRCRAFT SYSTEMS SALARIED SAVINGS PLAN
	Plan Number: 004

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated April 7, 2003. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 40l(b).

This determination also applies to the proposed amendments dated April 22, 2003.

This determination letter is applicable for the amendment(s) executed on June 30, 1998.

This determination letter is also applicable for the amendment(s) dated on November 16, 2001.

Letter 835 (DO/CG)

17

MRA SYSTEMS INC

This determination letter is applicable for the plan adopted on February 10, 1998.

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-1863, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub, L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

Paul T. Schultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 794

Letter 835 (DO/CG)

-2-

EX-5.7

Exhibit 5.7

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201

Date: AUG 06 2002	Employer Identification Number: 58-1812847
ROPER CORP C/O GAYLE B MCGRATH	DLN: 17007058028002
WYATT TARRANT & COMBS LLP 250 W MAIN ST STE1500	Person to Contact: RICHARD DOMENICONE	ID# 11603
LEXINGTON, KY 40507-0000	Contact Telephone Number: (877) 829-5500
	Plan Name: ROPER VOLUNTARY STOCK OWNERSHIP PLAN
	Plan Number: 001

Dear Applicant:

We have made a favorable determination on the plan identified above based in the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance in this letter.

Continued qualification of the plan under its present form will depend in its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of his favorable determination letter based on the determination requests elected on you application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated August 2, 2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under code section 401(b).

This determination letter is applicable for the amendment(s) executed on December 21, 2001.

This determination letter is also applicable for the amendment(s) date on July 18, 2001.

This plan satisfies the requirements of Code section 4975(8)(7).

Letter 835 (DO/CG)

18

ROPER CORP

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act. Pub. L. 103-465. the Small Business Job Protection Act of 1996. Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section- 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the CPO card.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

Paul T. Schultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 794

Letter 835 (DO/CG)

-2-

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

General Electric Company:

We consent to the incorporation by reference in the registration statement on Form S-8 of General Electric Company of our report dated February 20, 2008, except as to page 11 and notes 1, 2, 4, 5, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17, 19, 20, 24, 25, 26, 27, 28, 29, and 30, which are as of October 1, 2008, with respect to the statement of financial position of General Electric Company and consolidated affiliates as of December 31, 2007 and 2006, 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, 2007, and the effectiveness of internal control over financial reporting as of December 31, 2007, which report appears in the Form 8-K of General Electric Company dated October 8, 2008.

Our report refers to 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 pensions and other postretirement benefits and for shared-based compensation in 2006.

/s/ KPMG LLP

Stamford, Connecticut

November 21, 2008

19

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints JEFFREY R. IMMELT, BRACKETT B. DENNISTON III, KEITH S. SHERIN, JAMIE S. MILLER, MICHAEL R. MCALEVEY and CHRISTOPH A. PEREIRA his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

IN WITNESS WHEREOF, each of the undersigned has executed this power of attorney on the respective dates set forth below.

/s/ Jeffrey R. Immelt	November 21, 2008	/s/ Keith S. Sherin	November 21, 2008
Jeffrey R. Immelt		Keith S. Sherin
Chairman of the Board of Directors		Vice Chairman and Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)
/s/ Jamie S. Miller	November 21, 2008	/s/ James I. Cash, Jr.	November 21, 2008
Jamie S. Miller		James I. Cash, Jr.
Vice President and Controller		Director
(Principal Accounting Officer)
/s/ William M. Castell	November 21, 2008	/s/ Ann M. Fudge	November 21, 2008
William M. Castell		Ann M. Fudge
Director		Director
/s/ Claudio X. Gonzalez	November 21, 2008	/s/ Susan Hockfield	November 21, 2008
Claudio X. Gonzalez		Susan Hockfield
Director		Director
/s/ Andrea Jung	November 21, 2008	/s/ Alan G. Lafley	November 21, 2008
Andrea Jung		Alan G. Lafley
Director		Director
/s/ Robert W. Lane	November 21, 2008	/s/ Ralph S. Larsen	November 21, 2008
Robert W. Lane		Ralph S. Larsen
Director		Director

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/s/ Rochelle B. Lazarus	November 21, 2008	/s/ James J. Mulva	November 21, 2008
Rochelle B. Lazarus		James J. Mulva
Director		Director
/s/ Sam Nunn	November 21, 2008	/s/ Roger S. Penske	November 21, 2008
Sam Nunn		Roger S. Penske
Director		Director
/s/ Robert J. Swieringa	November 21, 2008	/s/ Douglas A. Warner III	November 21, 2008
Robert J. Swieringa		Douglas A. Warner III
Director		Director

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EX-24.2(A)

Exhibit 24.2(a)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the plans named below constitutes and appoints JEFFREY R. IMMELT, BRACKETT B. DENNISTON III, KEITH S. SHERIN, JAMIE S. MILLER, MICHAEL R. MCALEVEY and CHRISTOPH A. PEREIRA its true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on behalf of the Plan as of the 21st day of November, 2008.

Middle River Aircraft Systems Hourly Savings Plan
Middle River Aircraft Systems Salaried Savings Plan
By:	/s/ Marcia Hanson
Name:	Marcia Hanson
Title:	Authorized Agent

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EX-24.2(B)

Exhibit 24.2(b)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the plans named below constitutes and appoints JEFFREY R. IMMELT, BRACKETT B. DENNISTON III, KEITH S. SHERIN, JAMIE S. MILLER, MICHAEL R. MCALEVEY and CHRISTOPH A. PEREIRA its true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on behalf of the Plan as of the 20th day of November, 2008.

Unison Industries Profit Sharing Plan
By:	/s/ Kris Brock
Name:	Kris Brock
Title:	Authorized Agent

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EX-24.2(C)

Exhibit 24.2(c)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the plans named below constitutes and appoints JEFFREY R. IMMELT, BRACKETT B. DENNISTON III, KEITH S. SHERIN, JAMIE S. MILLER, MICHAEL R. MCALEVEY and CHRISTOPH A. PEREIRA its true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on behalf of the Plan as of the 21st day of November, 2008.

Advanced Services, Inc. Employee Savings and Retirement Plan
By:	/s/ Philip Harris
Name:	Philip Harris
Title:	Authorized Agent

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EX-24.2(D)

Exhibit 24.2(d)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the plans named below constitutes and appoints JEFFREY R. IMMELT, BRACKETT B. DENNISTON III, KEITH S. SHERIN, JAMIE S. MILLER, MICHAEL R. MCALEVEY and CHRISTOPH A. PEREIRA its true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on behalf of the Plan as of the 21st day of November, 2008.

Roper Employee Voluntary Stock Ownership Plan
By:	/s/ Scott Ossewaarde
Name:	Scott Ossewaarde
Title:	Authorized Agent

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EX-24.2(E)

Exhibit 24.2(e)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the plans named below constitutes and appoints JEFFREY R. IMMELT, BRACKETT B. DENNISTON III, KEITH S. SHERIN, JAMIE S. MILLER, MICHAEL R. MCALEVEY and CHRISTOPH A. PEREIRA its true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on behalf of the Plan as of the 21st day of November, 2008.

Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc 401(k) Plan)
By:	/s/ Karen McGregor
Name:	Karen McGregor
Title:	Authorized Agent

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EX-24.2(F)

Exhibit 24.2(f)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the plans named below constitutes and appoints JEFFREY R. IMMELT, BRACKETT B. DENNISTON III, KEITH S. SHERIN, JAMIE S. MILLER, MICHAEL R. MCALEVEY and CHRISTOPH A. PEREIRA its true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on behalf of the Plan as of the 20th day of November, 2008.

ITI 401(k) Plan
By:	/s/ Lester McDaniel
Name:	Lester McDaniel
Title:	Authorized Agent

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