GECS Form 10K 12-31-2006

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters.

PART II

See note 15 to the consolidated financial statements. Our common stock is owned entirely by GE and an affiliate and, therefore, there is no trading market in such stock.

Item 6. Selected Financial Data.

The following selected financial data should be read in conjunction with our financial statements and the related Notes to Consolidated Financial Statements.

(In millions)	2006			2005			2004			2003			2002

Revenues	$	63,602		$	57,551		$	52,704		$	43,513		$	38,456
Earnings from continuing operations
before accounting changes		10,495			9,527			8,169			6,256			4,122
Earnings (loss) from discontinued operations,
net of taxes		163			(1,950	)		559			2,057			(616	)
Earnings before accounting changes		10,658			7,577			8,728			8,313			3,506
Net earnings		10,658			7,577			8,728			7,974			2,491
Shareowner’s equity		54,097			50,812			54,379			45,790			37,202
Short-term borrowings		173,316			157,672			154,292			153,748			128,240
Long-term borrowings		252,963			204,397			201,209			162,845			138,774
Return on average shareowner’s equity^(a)		22.4	%		20.2	%		17.8	%		15.2	%		13.6	%
GECS ratio of earnings to fixed charges		1.64			1.74			1.87			1.74			1.42
GECC ratio of debt to equity		7.52:1			7.09:1			6.45:1			6.62:1			6.48:1
Financing receivables - net	$	334,232		$	287,639		$	282,699		$	248,114		$	198,060
Total assets		564,668			540,584			618,614			554,877			489,602

Represents earnings from continuing operations before accounting changes divided by average total shareowner’s equity, excluding effects of discontinued operations (on an annual basis, calculated using a five-point average). Average total shareowner’s equity, excluding effects of discontinued operations, as of the end of each of the years in the five-year period ended December 31, 2006, is described in the Supplemental Information section.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Operations

In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission (SEC) rules. For such measures, we have provided supplemental explanations and reconciliations in the Supplemental Information section.

We present Management’s Discussion of Operations in four parts: Overview of Our Earnings from 2004 through 2006, Global Risk Management, Segment Operations and Global Operations.

Overview of Our Earnings from 2004 through 2006

Our results over the last several years reflect the global economic environment in which we operate. Global markets have been, and remain, strong. Emerging markets continue to grow and to offer us new opportunities. Abundant global liquidity is providing us capital market opportunities, but reducing risk spreads. In these highly competitive markets, we have, over the last three years, achieved increased organic revenue growth and significantly accelerated our globalization. Revenues from our operations located outside the United States grew by more than 40% over this period. We also experienced a weaker U.S. dollar, escalating energy costs and higher fossil fuel-related raw material prices. Our debt continues to receive the highest ratings of the major rating agencies. Market developments in the commercial aviation industry also had significant effects on our results. At December 31, 2006, we had 1,419 commercial aircraft, of which all but one were on lease, and we held $14.0 billion (list price) of multiple-year orders for various Boeing, Airbus and other aircraft, including 63 aircraft ($4.3 billion list price) scheduled for delivery in 2007, all under agreement to commence operations with commercial airline customers. As the following pages show, our diversification and risk management strategies enabled us to continue to grow revenues and earnings to record levels during this challenging time.

GE Commercial Finance and GE Money, formerly GE Consumer Finance, (together, 70% and 82% of total three-year revenues and total segment profit, respectively) are large, profitable growth businesses in which we continue to invest with confidence. In a competitive environment, these businesses grew earnings by a combined $1.2 billion and $1.3 billion in 2006 and 2005, respectively. GE Commercial Finance and GE Money have delivered strong results through solid core growth, disciplined risk management and successful acquisitions. The most significant acquisitions affecting GE Commercial Finance and GE Money results in 2006 were the custom fleet business of National Australia Bank Ltd.; Antares Capital Corp.; the Transportation Financial Services Group of CitiCapital; and joint ventures with Garanti Bank and Hyundai Card Company. These acquisitions collectively contributed $0.9 billion and $0.3 billion to 2006 revenues and net earnings, respectively.

Overall, acquisitions contributed $2.0 billion, $3.0 billion and $3.4 billion to total revenues in 2006, 2005 and 2004, respectively. Our earnings in 2006, 2005 and 2004 included approximately $0.3 billion, $0.4 billion and $0.5 billion, respectively, from acquired businesses. We integrate acquisitions as quickly as possible. Only revenues and earnings from the date we complete the acquisition through the end of the fourth following quarter are attributed to such businesses. Dispositions also affected our ongoing results through lower revenues of $0.5 billion, $1.4 billion and $2.5 billion in 2006, 2005 and 2004, respectively. This resulted in lower earnings of $0.1 billion, $0.4 billion and $0.4 billion in 2006, 2005 and 2004, respectively.

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Significant matters relating to our Statement of Earnings are explained below.

Insurance Exit. In 2006, we substantially completed our planned exit of the insurance businesses through the sale of the property and casualty insurance and reinsurance businesses and the European life and health operations of GE Insurance Solutions Corporation (GE Insurance Solutions) and the sale of GE Life, our U.K.-based life insurance operation, to Swiss Reinsurance Company (Swiss Re). Also during 2006, we completed the sale of our remaining 18% investment in Genworth Financial, Inc. (Genworth), our formerly wholly-owned subsidiary that conducted most of our consumer insurance business, including life and mortgage operations, through a secondary public offering.

We reported the insurance businesses described above as discontinued operations for all periods presented. Unless otherwise indicated, we refer to captions such as revenues and earnings from continuing operations simply as “revenues” and “earnings” throughout this Management’s Discussion and Analysis. Similarly, discussion of other matters in our consolidated financial statements relates to continuing operations unless otherwise indicated.

Interest on borrowings amounted to $18.1 billion, $14.2 billion and $11.1 billion in 2006, 2005 and 2004, respectively. Changes over the three-year period reflected increased average borrowings and increased interest rates. Our average borrowings were $389.0 billion, $346.1 billion and $319.2 billion in 2006, 2005 and 2004, respectively. Our average composite effective interest rate was 4.7% in 2006, compared with 4.2% in 2005 and 3.5% in 2004. Proceeds of these borrowings were used in part to finance asset growth and acquisitions. In 2006, our average assets of $514.5 billion were 9% higher than in 2005, which in turn were 7% higher than in 2004. See the Financial Resources and Liquidity section for a discussion of interest rate risk management.

Income taxes are a significant cost. As a global commercial enterprise, our tax rates are affected by many factors, including our global mix of earnings, legislation, acquisitions, dispositions and the tax characteristics of our income. Our tax returns are routinely audited and settlements of issues raised in these audits sometimes affect our tax provisions.

Our effective tax rate was 11.6% in 2006, compared with 11.9% in 2005 and 17.4% in 2004. The 2006 rate was about the same as 2005 as growth in lower-taxed earnings from global operations was largely offset by a smaller benefit on the reorganization, discussed below, of our aircraft leasing business. The increased benefits from lower-taxed earnings from global operations (2.4 percentage points) and the lower benefits from the reorganization of our aircraft leasing business (1.9 percentage points) are included in the line “Tax on global activities including exports” in note 13.

The 2005 rate reflects the net benefits, discussed below, of a reorganization of our aircraft leasing business and an increase in lower-taxed earnings from global operations. Together, these items more than account for the 7.2 percentage point decrease in rate from 2004 reflected in the line “Tax on global activities including exports” in note 13. Partially offsetting these benefits was the nonrecurrence of the benefits from 2004 favorable settlements with the U.S. Internal Revenue Service (IRS) and the low-taxed disposition of a majority interest in Genpact. The lack of counterparts to these items increased the 2005 tax rate by 1.7 percentage points. The favorable settlements with the IRS are included in the line “All other - net” and the benefit of the low-taxed disposition of a majority interest in Genpact is included in the line “Tax on global activities including exports” in note 13.

As a result of the repeal of the extraterritorial income (ETI) taxing regime as part of the American Jobs Creation Act of 2004 (the Act), our aircraft leasing business no longer qualifies for a reduced U.S. tax rate. However, the Act also extended to aircraft leasing, the U.S. tax deferral benefits that were already available to other

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GE non-U.S. active operations. These legislative changes, coupled with a reorganization of our aircraft leasing business and a favorable Irish tax ruling, decreased the effective tax rate 1.1 percentage points in 2006, compared with 3.0 and 1.6 percentage points in 2005 and 2004, respectively.

Global Risk Management

A disciplined approach to risk is important in a diversified organization such as ours in order to ensure that we are executing according to our strategic objectives and that we only accept risk for which we are adequately compensated. It is necessary for us to manage risk at the individual transaction level, and to consider aggregate risk at the customer, industry, geography and collateral-type levels, where appropriate.

Our Board of Directors oversees the risk management process, and approves all significant acquisitions and dispositions as well as borrowings and investments. All participants in the risk management process must comply with approval limits established by the Board.

The Chief Risk Officer is responsible, through the Corporate Risk Function, for establishing standards for the measurement, reporting and limiting of risk; for managing and evaluating risk managers; for approving risk management policies; and for reviewing major risk exposures and concentrations across the organization. Our Corporate Risk Function analyzes certain business risks and assesses them in relation to aggregate risk appetite and approval limits set by our Board of Directors.

Threshold responsibility for identifying, quantifying and mitigating risks is assigned to our individual businesses. We employ proprietary analytic models to allocate capital to our financing activities, to identify the primary sources of risk and to measure the amount of risk we will take for each product line. This approach allows us to develop early signals that monitor changes in risk affecting portfolio performance and actively manage the portfolio. Other corporate functions such as Financial Planning and Analysis, Treasury, Legal and our Corporate Audit Staff support business-level risk management. Businesses that, for example, hedge financial risk with derivative financial instruments must do so using our centrally-managed Treasury function, providing assurance that the business strategy complies with our corporate policies and achieves economies of scale. We review risks periodically with business-level risk managers, senior management and our Board of Directors.

We employ about 18,000 dedicated risk professionals, including 11,400 involved in collection activities and 680 specialized asset managers who evaluate leased asset residuals and remarket off-lease equipment.

We manage a variety of risks including liquidity, credit and market risks.

Liquidity risk is the risk of being unable to accommodate liability maturities, fund asset growth and meet contractual obligations through access to funding at reasonable market rates. Additional information about our liquidity and how we manage this risk can be found in the Financial Resources and Liquidity section and in notes 11 and 18.

Credit risk is the risk of financial loss arising from a customer or counterparty failure to meet its contractual obligations. We face credit risk in our lending and leasing activities (see the Financial Resources and Liquidity and Critical Accounting Estimates sections and notes 1, 6, 7 and 20) and derivative financial instruments activities (see note 18).

•	Market risk is the potential loss in value of investment and other asset and liability portfolios, including financial instruments and residual values of leased assets. This risk is caused by changes in market

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variables, such as interest and currency exchange rates and equity and commodity prices. We are exposed to market risk in the normal course of our business operations as a result of our ongoing investing and funding activities. Additional information can be found in the Financial Resources and Liquidity section and in notes 8 and 18.

Other risks include natural disasters, availability of necessary materials, guarantees of product performance and business interruption. These types of risks are often insurable, and success in managing these risks is ultimately determined by the balance between the level of risk retained or assumed and the cost of transferring risk to others.

Segment Operations

Operating segments comprise our four businesses focused on the broad markets they serve: GE Commercial Finance, GE Money, GE Industrial and GE Infrastructure. For segment reporting purposes, certain financial services businesses are included in the industrial operating segments that actively manage such businesses and report their results for internal performance measurement purposes. These include Aviation Financial Services, Energy Financial Services and Transportation Finance reported in the GE Infrastructure segment, and Equipment Services reported in the GE Industrial segment.

GECS corporate items and eliminations include the effects of eliminating transactions between operating segments; results of our insurance activities remaining in continuing operations; results of liquidating businesses such as consolidated, liquidating securitization entities; underabsorbed corporate overhead; certain non-allocated amounts determined by the Chief Executive Officer; and a variety of sundry items. GECS corporate items and eliminations is not an operating segment. Rather, it is added to operating segment totals to reconcile to consolidated totals on the financial statements.

The Chief Executive Officer allocates resources to, and assesses the performance of operations at the consolidated GE-level. GECS operations are a portion of those segments. We present below in their entirety the four GE segments that include financial services operations. We also provide a one-line reconciliation to GECS-only results to eliminate GE businesses that are not financial services businesses. In addition to providing information on GE segments in their entirety, we have also provided supplemental information for certain businesses within the GE segments. Our Chief Executive Officer does not separately assess the performance of, or allocate resources among, these product lines.

Segment profit is determined based on internal performance measures used by the Chief Executive Officer to assess the performance of each business in a given period. In connection with that assessment, the Chief Executive Officer may exclude matters such as charges for restructuring; rationalization and other similar expenses; in-process research and development and certain other acquisition-related charges and balances; technology and product development costs; certain gains and losses from dispositions; and litigation settlements or other charges, responsibility for which preceded the current management team.

Segment profit always excludes the effects of principal pension plans, results reported as discontinued operations and accounting changes. Segment profit excludes or includes interest and other financial charges and income taxes according to how a particular segment’s management is measured - excluded in determining segment profit, which we refer to as “operating profit,” for GE Healthcare, GE NBC Universal and the industrial businesses of the GE Infrastructure and GE Industrial segments; included in determining segment profit, which we refer to as “net earnings,” for GE Commercial Finance, GE Money, and the financial services businesses of the GE

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Infrastructure segment (Aviation Financial Services, Energy Financial Services and Transportation Finance) and the GE Industrial segment (Equipment Services).

We have reclassified certain prior-period amounts to conform to the current period’s presentation. For additional information about our segments, see Item 1, Business and note 17.

Summary of Operating Segments

(In millions)	2006			2005			2004

Revenues
GE Commercial Finance	$	23,792		$	20,646		$	19,524
GE Money		21,759			19,416			15,734
GE Industrial		33,494			32,631			30,722
GE Infrastructure		47,429			41,803			37,373
Total segment revenues		126,474			114,496			103,353
GECS corporate items and eliminations		4,973			5,818			6,570
Total revenues		131,447			120,314			109,923
Less portion of GE revenues not included in GECS		(67,845	)		(62,763	)		(57,219	)
Total revenues in GECS	$	63,602		$	57,551		$	52,704

Segment profit
GE Commercial Finance	$	5,028		$	4,290		$	3,570
GE Money		3,507			3,050			2,520
GE Industrial		2,694			2,559			1,833
GE Infrastructure		9,040			7,769			6,797
Total segment profit		20,269			17,668			14,720
GECS corporate items and eliminations		(178	)		515			1,022
Less portion of GE segment profit not included in GECS		(9,596	)		(8,656	)		(7,573	)
Earnings in GECS from continuing operations		10,495			9,527			8,169
Earnings (loss) in GECS from discontinued operations, net of taxes		163			(1,950	)		559
Total net earnings in GECS	$	10,658		$	7,577		$	8,728

The notes to consolidated financial statements are an integral part of this summary.

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GE Commercial Finance

(In millions)	2006		2005		2004

Revenues	$	23,792	$	20,646	$	19,524

Segment profit	$	5,028	$	4,290	$	3,570

December 31 (In millions)	2006		2005

Total assets	$	233,536	$	190,546

(In millions)	2006		2005		2004

Revenues in GE
Capital Solutions	$	12,356	$	11,476	$	11,503
Real Estate		5,020		3,492		3,084

Segment profit in GE
Capital Solutions	$	1,727	$	1,515	$	1,325
Real Estate		1,841		1,282		1,124

December 31 (In millions)	2006		2005

Assets in GE
Capital Solutions	$	94,523	$	87,306
Real Estate		53,786		35,323

GE Commercial Finance revenues and net earnings increased 15% and 17% in 2006, respectively, compared with 2005. Revenues during 2006 and 2005 included $1.0 billion and $0.1 billion from acquisitions, respectively, and in 2006 were reduced by $0.1 billion as a result of dispositions. Revenues for 2006 also increased as a result of organic revenue growth ($2.5 billion). The increase in net earnings resulted primarily from core growth ($0.6 billion), including growth in lower-taxed earnings from global operations, and acquisitions ($0.1 billion).

Real Estate assets increased $18.5 billion (52%), of which $12.4 billion was real estate investments, up 76%. Real Estate net earnings increased 44% compared with 2005, primarily as a result of a $0.6 billion increase in net earnings from real estate investments.

GE Commercial Finance revenues and net earnings increased 6% and 20% in 2005, respectively, compared with 2004. Revenues during 2005 and 2004 included $1.0 billion and $0.3 billion from acquisitions, respectively, and in 2005 were reduced by $0.7 billion as a result of dispositions. Revenues during 2005 also increased $1.1 billion as a result of organic revenue growth ($0.8 billion) and the weaker U.S. dollar ($0.3 billion). The increase in net earnings resulted primarily from core growth ($0.6 billion), including growth in lower-taxed earnings from global operations, acquisitions ($0.2 billion) and the weaker U.S. dollar ($0.1 billion), partially offset by lower securitizations ($0.1 billion).

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GE Money

(In millions)	2006		2005		2004

Revenues	$	21,759	$	19,416	$	15,734

Segment profit	$	3,507	$	3,050	$	2,520

December 31 (In millions)	2006		2005

Total assets	$	190,403	$	158,829

GE Money revenues and net earnings increased 12% and 15% in 2006, respectively, compared with 2005. Revenues for 2006 included $0.9 billion from acquisitions. Revenues in 2006 also increased as a result of organic revenue growth ($1.6 billion), partially offset by the overall strengthening U.S. dollar ($0.2 billion). The increase in net earnings resulted primarily from core growth ($0.4 billion), including growth in lower-taxed earnings from global operations, acquisitions ($0.2 billion) and higher securitizations ($0.1 billion), partially offset by reduced earnings from our Japanese business ($0.2 billion), primarily related to higher customer claims for partial interest refunds under Japanese law. In 2006 and 2005, charges related to these claims totaled $0.4 billion and $0.2 billion after tax, respectively.

On December 13, 2006, a new lending law was passed in Japan. This law will significantly affect the operating environment for the entire consumer lending industry in Japan. This law will be phased in over three years and will reduce the maximum allowable lending rate and limit individual consumer borrowing by 2010. Our future revenues and provisions for losses in Japan continue to be affected by both this legislation and the volume and amounts of claims. We are taking appropriate strategic actions to address these matters.

GE Money revenues and net earnings increased 23% and 21% in 2005, respectively, compared with 2004. Revenues for 2005 included $1.9 billion from acquisitions. Revenues during 2005 also increased $1.8 billion as a result of organic revenue growth ($1.5 billion) and the weaker U.S. dollar ($0.3 billion). The increase in net earnings resulted primarily from core growth ($0.6 billion), including growth in lower-taxed earnings from global operations, and acquisitions ($0.1 billion), partially offset by increased costs to launch new products and promote brand awareness ($0.2 billion).

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GE Industrial

(In millions)	2006			2005			2004

Revenues	$	33,494		$	32,631		$	30,722
Less portion of GE Industrial not included in GECS		(26,433	)		(26,004	)		(24,151	)
Total revenues in GECS	$	7,061		$	6,627		$	6,571

Segment profit	$	2,694		$	2,559		$	1,833
Less portion of GE Industrial not included in GECS		(2,425	)		(2,362	)		(1,751	)
Total segment profit in GECS	$	269		$	197		$	82

Revenues in GE
Consumer & Industrial	$	14,249		$	14,092		$	13,767
Equipment Services		7,061			6,627			6,571
Plastics		6,649			6,606			6,066

Segment profit in GE
Consumer & Industrial	$	1,140		$	871		$	716
Equipment Services		269			197			82
Plastics		674			867			566

GE Industrial revenues rose 3%, or $0.9 billion, in 2006 as higher volume ($0.7 billion) was partially offset by lower prices ($0.2 billion) and the effects of the overall strengthening U.S. dollar ($0.1 billion) at the industrial businesses in the segment. Volume increases and price decreases were primarily at Plastics. Consumer & Industrial volume was unchanged as volume from organic growth ($0.9 billion) was offset by the effects of lost volume from GE Supply, which was sold in the third quarter of 2006. Revenues increased at Equipment Services as a result of the second quarter 2006 consolidation of GE SeaCo, an entity previously accounted for using the equity method ($0.2 billion), and organic revenue growth ($0.2 billion). Segment profit rose 5% as productivity ($0.9 billion), primarily at Consumer & Industrial and Plastics, and higher volume ($0.1 billion) were partially offset by higher material and other costs ($0.7 billion), primarily at Consumer & Industrial and Plastics, and lower prices ($0.2 billion). Price increases were realized at Consumer & Industrial to offset commodity inflation, but these increases were more than offset by price declines at Plastics. Segment profit at Equipment Services increased as a result of core growth ($0.1 billion).

GE Industrial revenues rose 6%, or $1.9 billion, in 2005 on higher prices ($1.5 billion), higher volume ($0.2 billion) and the weaker U.S. dollar ($0.2 billion) at the industrial businesses in the segment. We realized price increases primarily at Plastics and Consumer & Industrial. Volume increases related primarily to the acquisitions of Edwards Systems Technology and InVision Technologies, Inc. by our Security business, but were partially offset by lower volume at Plastics. Revenues at Equipment Services also increased as a result of organic revenue growth ($0.4 billion) and acquisitions ($0.1 billion), partially offset by the effects of the 2004 disposition of IT Solutions ($0.4 billion). Segment profit rose 35%, or $0.6 billion, at the industrial businesses in the segment in 2005 as price increases ($1.5 billion) and higher volume ($0.1 billion) more than offset higher material and other costs ($0.8 billion), primarily from commodities such as benzene and natural gas at Plastics, and lower productivity ($0.2 billion). Segment profit at Equipment Services also increased as a result of improved operating performance, reflecting core growth ($0.1 billion).

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GE Infrastructure

(In millions)	2006			2005			2004

Revenues	$	47,429		$	41,803		$	37,373
Less portion of GE Infrastructure not included in GECS		(41,412	)		(36,759	)		(33,068	)
Total revenues in GECS	$	6,017		$	5,044		$	4,305

Segment profit	$	9,040		$	7,769		$	6,797
Less portion of GE Infrastructure not included in GECS		(7,171	)		(6,294	)		(5,822	)
Total segment profit in GECS	$	1,869		$	1,475		$	975

Revenues in GE
Aviation	$	13,152		$	11,904		$	11,094
Aviation Financial Services		4,177			3,504			3,159
Energy		19,133			16,525			14,586
Energy Financial Services		1,664			1,349			972
Oil & Gas		4,340			3,598			3,135
Transportation		4,169			3,577			3,007

Segment profit in GE
Aviation	$	2,909		$	2,573		$	2,238
Aviation Financial Services		1,108			764			520
Energy		3,000			2,665			2,543
Energy Financial Services		695			646			376
Oil & Gas		548			411			331
Transportation		781			524			516

GE Infrastructure revenues rose 13%, or $5.6 billion, in 2006 on higher volume ($4.8 billion), higher prices ($0.3 billion) and effects of late 2006 weakening of the U.S. dollar ($0.1 billion) at the industrial businesses in the segment. The increase in volume reflected increased sales of power generation equipment at Energy, commercial and military services and commercial engines at Aviation, equipment at Oil & Gas, and locomotives at Transportation. The increase in price was primarily at Energy. Revenues also increased as a result of organic revenue growth at Aviation Financial Services ($0.7 billion) and Energy Financial Services ($0.3 billion). Intra-segment revenues, which increased $0.5 billion, were eliminated from total GE Infrastructure revenues.

Segment profit rose 16% to $9.0 billion, compared with $7.8 billion in 2005, as higher volume ($0.7 billion), higher prices ($0.3 billion) and productivity ($0.3 billion) more than offset the effects of higher material and other costs ($0.4 billion) at the industrial businesses in the segment. The increase in volume primarily related to Energy and Aviation. Segment profit from the financial services businesses increased as a result of core growth at Aviation Financial Services ($0.3 billion), including growth in lower-taxed earnings from global operations that were more than offset by lower one-time benefits from our aircraft leasing business reorganization, and core growth at Energy Financial Services.

GE Infrastructure revenues rose 12%, or $4.4 billion, in 2005 as higher volume ($4.3 billion) was partially offset by lower prices ($0.6 billion) at the industrial businesses in the segment. The increase in volume was primarily at Energy, Aviation and Transportation. The decrease in prices was primarily at Energy and was partially offset by increased prices at Transportation and Aviation. Revenues also increased as a result of organic revenue growth at Energy Financial Services ($0.4 billion) and Aviation Financial Services ($0.3 billion).

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Segment profit rose 14% to $7.8 billion in 2005, compared with $6.8 billion in 2004, as higher volume ($1.0 billion) and productivity ($0.2 billion including customer settlements and contract terminations) more than offset lower prices ($0.6 billion) and the effects of higher material and other costs ($0.3 billion) at the industrial businesses in the segment. The increase in volume primarily related to Energy, Aviation and Transportation. Segment profit also increased as a result of increased net earnings at the financial services businesses. This increase reflected core growth at Energy Financial Services ($0.3 billion) and core growth at Aviation Financial Services ($0.2 billion), including growth in lower-taxed earnings from global operations related to a reorganization of our aircraft leasing operations.

GE Infrastructure orders were $51.1 billion in 2006, up from $38.4 billion in 2005. The $39.2 billion total backlog at year-end 2006 comprised unfilled product orders of $27.0 billion (of which 59% was scheduled for delivery in 2007) and product services orders of $12.2 billion scheduled for 2007 delivery. Comparable December 31, 2005, total backlog was $29.2 billion, of which $18.8 billion was for unfilled product orders and $10.4 billion for product services orders.

Discontinued Insurance Operations

(In millions)	2006		2005			2004

Earnings (loss) in GECS from discontinued operations, net of taxes	$	163	$	(1,950	)	$	559

Discontinued operations comprise GE Life, our U.K.-based life insurance operation; the property and casualty insurance and reinsurance businesses and the European life and health operations of GE Insurance Solutions and most of its affiliates; and Genworth, our formerly wholly-owned subsidiary that conducted most of our consumer insurance business, including life and mortgage insurance operations. Results of these businesses are reported as discontinued operations for all periods presented.

In December 2006, we completed the sale of GE Life to Swiss Re for $0.9 billion. As a result, we recognized a loss of $0.3 billion after tax during 2006.

In May 2004, we completed the initial public offering of Genworth. Throughout 2005, we continued to reduce our ownership in Genworth. In March 2006, we completed the sale of our remaining 18% investment, through a secondary public offering of 71 million shares of Class A Common Stock and direct sale to Genworth of 15 million shares of Class B Common Stock.

Earnings from discontinued operations, net of taxes, in 2006 were $0.2 billion, reflecting earnings from GE Insurance Solutions through the date of disposal ($0.3 billion), the gain on the sale of our remaining 18% investment in Genworth ($0.2 billion) and earnings from GE Life through the date of disposal ($0.1 billion), partially offset by the losses on disposal of GE Life ($0.3 billion) and GE Insurance Solutions ($0.1 billion).

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Loss from discontinued operations, net of taxes, in 2005 was $1.9 billion, reflecting losses from the portions of GE Insurance Solutions described above ($2.8 billion), partially offset by earnings from, and gains on the sale of, Genworth ($0.9 billion).

Earnings from discontinued operations, net of taxes, in 2004 were $0.6 billion, reflecting earnings of Genworth ($0.4 billion), including our share of 2004 earnings from operations ($0.8 billion), partially offset by the loss on the Genworth initial public offering in May 2004 ($0.3 billion), and earnings from GE Insurance Solutions ($0.1 billion), primarily 2004 operations.

For additional information related to discontinued operations, see note 2.

Global Operations

Our global activities span all geographic regions and primarily encompass leasing of aircraft and provision of financial services within these regional economies. Thus, when countries or regions experience currency and/or economic stress, we often have increased exposure to certain risks, but also often have new profit opportunities. Potential increased risks include, among other things, higher receivable delinquencies and bad debts, delays or cancellations of sales and orders principally related to aircraft equipment, higher local currency financing costs and slowdown in our established activities. New profit opportunities include, among other things, more opportunities for lower cost outsourcing, expansion of our activities through purchases of companies or assets at reduced prices and lower U.S. debt financing costs.

Estimated results of global activities include the results of our operations located outside the United States. We classify certain operations that cannot meaningfully be associated with specific geographic areas as “Other Global” for this purpose.

Global revenues rose 12% to $30.9 billion in 2006, compared with $27.4 billion and $24.5 billion in 2005 and 2004, respectively. Global revenues as a percentage of total revenues were 49% in 2006, compared with 48% and 46% in 2005 and 2004, respectively. The effects of currency fluctuations on reported results were to decrease revenues by $0.2 billion in 2006 and increase revenues by $0.6 billion and $2.7 billion in 2005 and 2004, respectively; and to increase earnings by $0.1 billion in both 2005 and 2004, compared with an inconsequential effect on earnings in 2006.

Revenues in Other Global increased 21% in 2006, primarily as a result of organic revenue growth at the Aviation Financial Services business of GE Infrastructure. Revenues increased 19% in the Americas, primarily as a result of organic revenue growth and acquisitions at GE Commercial Finance and GE Money, partially offset by dispositions at GE Commercial Finance. Revenues increased 10% in Europe, primarily as a result of organic revenue growth and acquisitions at GE Commercial Finance and GE Money, partially offset by results of our remaining insurance activities.

Global pre-tax earnings were $6.7 billion in 2006, an increase of 22% over 2005, which were 9% higher than in 2004. Pre-tax earnings in 2006 rose favorably in the Other Global region as a result of core growth at the Aviation Financial Services business of GE Infrastructure. Pre-tax earnings also rose 30% in Europe, primarily as a result of core growth and acquisitions at GE Commercial Finance and GE Money.

Our global assets on a continuing basis of $305.9 billion at the end of 2006 were 24% higher than at the end of 2005, reflecting core growth and acquisitions in Europe, the Pacific Basin and the Americas, primarily at GE Commercial Finance and GE Money.

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Financial results of our global activities reported in U.S. dollars are affected by currency exchange. We use a number of techniques to manage the effects of currency exchange, including selective borrowings in local currencies and selective hedging of significant cross-currency transactions. Such principal currencies are the pound sterling, the euro, the Japanese yen and the Canadian dollar.

Financial Resources and Liquidity

This discussion of financial resources and liquidity addresses the Statement of Financial Position, the Statement of Changes in Shareowner’s Equity, the Statement of Cash Flows, Contractual Obligations, Off-Balance Sheet Arrangements, and Debt Instruments, Guarantees and Covenants.

Overview of Financial Position

Major changes in our financial position resulted from the following:

·	During 2006, we substantially completed our insurance exit, which reduced assets and liabilities of discontinued operations by $61.1 billion and $49.3 billion, respectively.

During 2006, we completed the acquisitions of Banque Artesia Nederland N.V., Arden Realty, Inc., the custom fleet business of National Australia Bank Ltd., and the senior housing portfolios of Formation Capital LLC at GE Commercial Finance; and the private-label credit card portfolio of Hudson’s Bay Company at GE Money.

The U.S. dollar was weaker at December 31, 2006, than it was at December 31, 2005, increasing the translated levels of our non-U.S. dollar assets and liabilities. Overall, on average, the U.S. dollar in 2006 was slightly stronger than during the comparable 2005 period; stronger in the first half and weaker in the second half of the year. Depending on the timing of our non-U.S. dollar operations, this resulted in either decreasing or increasing the translated levels of our operations as noted in the preceding Operations section.

Statement of Financial Position

Investment securities comprise mainly investment-grade debt securities supporting obligations to annuitants and policyholders. Investment securities were $47.5 billion at December 31, 2006, compared with $41.7 billion at December 31, 2005.

We regularly review investment securities for impairment based on both quantitative and qualitative criteria. Quantitative criteria include length of time and amount that each security is in an unrealized loss position and, for fixed maturities, whether the issuer is in compliance with terms and covenants of the security. Qualitative criteria include the financial health of and specific prospects for the issuer, as well as our intent and ability to hold the security to maturity or until forecasted recovery. Our impairment reviews involve our finance, risk and asset management teams as well as the portfolio management and research capabilities of our internal and third-party asset managers. Our qualitative review attempts to identify those issuers with a greater than 50% chance of default in the following 12 months. These securities are characterized as “at-risk” of impairment. Of investment securities with unrealized losses at December 31, 2006, an insignificant amount was at risk of being charged to earnings in the next 12 months.

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Impairment losses for both 2006 and 2005 totaled $0.1 billion. We recognized impairments in both periods for issuers in a variety of industries; we do not believe that any of the impairments indicate likely future impairments in the remaining portfolio.

Gross unrealized gains and losses totaled $2.9 billion and $0.3 billion, respectively, at December 31, 2006, compared with $2.2 billion and $0.5 billion, respectively, at December 31, 2005, primarily reflecting an increase in the estimated fair value of equity securities, partially offset by a decrease in the estimated fair value of debt securities as interest rates increased. At December 31, 2006, available 2007 accounting gains could be as much as $1.7 billion, net of consequential adjustments to certain insurance assets that are amortized based on anticipated gross profits. The market values we used in determining unrealized gains and losses are those defined by relevant accounting standards and should not be viewed as a forecast of future gains or losses.

We also hold collateralized investment securities issued by various airlines, including those operating in bankruptcy. Total amortized cost and fair value of these securities were $0.7 billion at December 31, 2006. Unrealized losses associated with securities in an unrealized loss position for more than 12 months were insignificant, an improvement from the comparable $0.1 billion a year earlier. All of these securities have remained current on all payment terms; we do not expect the borrowers to default. Current appraised market values of associated aircraft collateral exceeded both the market value and the amortized cost of our related securities at December 31, 2006, offering protection in the event of foreclosure. Therefore, we expect full recovery of our investment as well as our contractual returns. See note 5.

Financing receivables is our largest category of assets and represents one of our primary sources of revenues. The portfolio of financing receivables, before allowance for losses, was $338.9 billion at December 31, 2006, and $292.2 billion at December 31, 2005. The related allowance for losses at December 31, 2006, amounted to $4.7 billion, compared with $4.6 billion at December 31, 2005, representing our best estimate of probable losses inherent in the portfolio. The 2006 increase reflected overall growth in our portfolio at GE Money and late-year weakening of the U.S. dollar, primarily at GE Money; partially offset by overall improvement in portfolio quality at GE Commercial Finance and lower losses on commercial aviation loans and leases in our GE Infrastructure segment. Balances at December 31, 2006 and 2005, included securitized, managed GE trade receivables of $6.0 billion and $3.9 billion, respectively.

A discussion of the quality of certain elements of the financing receivables portfolio follows. For purposes of that discussion, “delinquent” receivables are those that are 30 days or more past due; and “nonearning” receivables are those that are 90 days or more past due (or for which collection has otherwise become doubtful).

GE Commercial Finance financing receivables, before allowance for losses, totaled $153.2 billion at December 31, 2006, compared with $131.8 billion at December 31, 2005, and consisted of loans and leases to the equipment and leasing, commercial and industrial and real estate industries. This portfolio of receivables increased primarily from core growth ($58.3 billion), acquisitions ($5.6 billion), and late-year weakening of the U.S. dollar ($2.4 billion), partially offset by securitizations and sales ($42.8 billion). Related nonearning receivables were $1.6 billion (1.0% of outstanding receivables) at December 31, 2006, and $1.3 billion (1.0% of outstanding receivables) at year-end 2005. GE Commercial Finance financing receivables are generally backed by assets and there is a broad spread of geographic and credit risk in the portfolio.

GE Money financing receivables, before allowance for losses, were $156.7 billion at December 31, 2006, compared with $130.1 billion at December 31, 2005, and consisted primarily of card receivables, installment loans, auto loans and leases, and residential mortgages. This portfolio of receivables increased primarily as a result of core

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growth ($17.7 billion), late-year weakening of the U.S. dollar ($8.2 billion) and acquisitions ($3.2 billion), partially offset by loans transferred to assets held for sale ($2.5 billion). Related nonearning receivables were $3.3 billion at December 31, 2006, compared with $2.8 billion at December 31, 2005, both representing 2.1% of outstanding receivables. The increase was primarily related to the weaker U.S. dollar at the end of the year and overall growth in the portfolio.

GE Infrastructure financing receivables, before allowance for losses, were $21.2 billion at December 31, 2006, compared with $19.1 billion at December 31, 2005, and consisted primarily of loans and leases to the commercial aircraft and energy industries. Related nonearning receivables were insignificant at December 31, 2006 and 2005.

Other financing receivables, before allowance for losses, were $7.8 billion and $11.2 billion at December 31, 2006, and December 31, 2005, respectively, and consisted primarily of financing receivables in consolidated, liquidating securitization entities. This portfolio of receivables decreased because we have stopped transferring assets to these entities. Related nonearning receivables at December 31, 2006, were $0.1 billion (1.1% of outstanding receivables) compared with $0.1 billion (0.7% of outstanding receivables) at December 31, 2005.

Delinquency rates on managed GE Commercial Finance equipment loans and leases and managed GE Money financing receivables follow.

December 31	2006			2005			2004

GE Commercial Finance		1.22	%		1.31	%		1.40	%
GE Money		5.05			5.08			4.85

Delinquency rates at GE Commercial Finance decreased from December 31, 2004, through December 31, 2006, primarily resulting from improved credit quality across all portfolios.

Delinquency rates at GE Money decreased from December 31, 2005, to December 31, 2006, as a result of improvements in our European secured financing business, partially offset by the weakening U.S. dollar at the end of the year. The increase from December 31, 2004, to December 31, 2005, reflected higher delinquencies in our European secured financing business, a business that tends to experience relatively higher delinquencies but lower losses than the rest of the consumer portfolio. See notes 6 and 7.

Other receivables totaled $21.9 billion at December 31, 2006, and $18.6 billion at December 31, 2005, and consisted primarily of amounts due from GE (generally related to certain material procurement programs), insurance receivables, nonfinancing customer receivables, amounts due under operating leases, receivables due on sale of securities and various sundry items.

Buildings and equipment amounted to $58.2 billion at December 31, 2006, up $7.2 billion from 2005, primarily reflecting acquisitions of commercial aircraft at the Aviation Financial Services business of GE Infrastructure and the consolidation of GE SeaCo at the Equipment Services business of GE Industrial during the second quarter of 2006. Buildings and equipment consisted primarily of equipment provided to third parties on operating leases. Details by category of investment are presented in note 8. Additions to buildings and equipment were $13.2 billion and $11.6 billion during 2006 and 2005, respectively, primarily reflecting additions of vehicles at GE Commercial Finance and the Equipment Services business of GE Industrial, and commercial aircraft at the Aviation Financial Services business of GE Infrastructure.

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Intangible assets increased by $2.2 billion to $26.0 billion at December 31, 2006, principally as a result of increases in goodwill and other intangible assets, primarily related to acquisitions and the weaker U.S. dollar at the end of the year. See note 9.

Other assets totaled $64.2 billion at year-end 2006, an increase of $14.8 billion, reflecting increases from additional investments and acquisitions in real estate, increases in assets held for sale, partially offset by decreases in associated companies. See note 10.

Borrowings amounted to $426.3 billion at December 31, 2006, of which $173.3 billion is due in 2007 and $253.0 billion is due in subsequent years. Comparable amounts at the end of 2005 were $362.1 billion in total, $157.7 billion due within one year and $204.4 billion due thereafter. Included in our total borrowings were borrowings of consolidated, liquidating securitization entities amounting to $11.1 billion and $16.8 billion at December 31, 2006 and 2005, respectively. A large portion of our borrowings ($100.2 billion and $97.4 billion at the end of 2006 and 2005, respectively) was issued in active commercial paper markets that we believe will continue to be a reliable source of short-term financing. The average remaining terms and interest rates of GE Capital commercial paper were 48 days and 5.09% at the end of 2006, compared with 45 days and 4.09% at the end of 2005. The GE Capital ratio of debt to equity was 7.52 to 1 at the end of 2006 and 7.09 to 1 at the end of 2005. See note 11.

Exchange rate and interest rate risks are managed with a variety of techniques, including match funding and selective use of derivatives. We use derivatives to mitigate or eliminate certain financial and market risks because we conduct business in diverse markets around the world and local funding is not always efficient. In addition, we use derivatives to adjust the debt we are issuing to match the fixed or floating nature of the assets we are acquiring. We apply strict policies to manage each of these risks, including prohibitions on derivatives trading, derivatives market-making or other speculative activities. Following is an analysis of the potential effects of changes in interest rates and currency exchange rates using so-called “shock” tests that model effects of shifts in rates. These are not forecasts.

It is our policy to minimize exposure to interest rate changes. We fund our financial investments using debt or a combination of debt and hedging instruments so that the interest rates and terms of our borrowings match the expected yields and terms on our assets. To test the effectiveness of our positions, we assumed that, on January 1, 2007, interest rates increased by 100 basis points across the yield curve (a “parallel shift” in that curve) and further assumed that the increase remained in place for 2007. We estimated, based on that year-end 2006 portfolio and holding everything else constant, that our 2007 net earnings would decline by $0.2 billion.

It is our policy to minimize currency exposures and to conduct operations either within functional currencies or using the protection of hedge strategies. We analyzed year-end 2006 consolidated currency exposures, including derivatives designated and effective as hedges, to identify assets and liabilities denominated in other than their relevant functional currencies. For such assets and liabilities, we then evaluated the effects of a 10% shift in exchange rates between those currencies and the U.S. dollar. This analysis indicated that there would be an inconsequential effect on 2007 earnings of such a shift in exchange rates.

Statement of Changes in Shareowner’s Equity

Shareowner’s equity increased by $3.3 billion and $8.6 billion in 2006 and 2004, respectively, and decreased by $3.6 billion in 2005. Changes over the three-year period were largely attributable to net earnings, partially offset by

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dividends declared of $10.0 billion, $7.8 billion and $3.1 billion in 2006, 2005 and 2004, respectively. Currency translation adjustments increased equity by $2.5 billion in both 2006 and 2004, compared with a $2.8 billion decrease in 2005. Changes in currency translation adjustments reflect the effects of changes in currency exchange rates on our net investment in non-U.S. subsidiaries that have functional currencies other than the U.S. dollar. As of December 31, 2006, the U.S. dollar was weaker than the pound sterling and the euro and slightly stronger than the Japanese yen. As of December 31, 2005, the U.S. dollar was stronger than the pound sterling, the euro and the Japanese yen. As of December 31, 2004, the pound sterling, the euro and to a lesser extent, Asian currencies were stronger than the U.S. dollar. See note 15. Accumulated currency translation adjustments affect net earnings only when all or a portion of an affiliate is disposed of or substantially liquidated.

Overview of Our Cash Flow from 2004 through 2006

Our cash and equivalents aggregated $12.6 billion at the end of 2006, compared with $7.1 billion at year-end 2005. Over the past three years, our borrowings with maturities of 90 days or less have increased by $2.5 billion. New borrowings of $211.5 billion having maturities longer than 90 days were added during those years, while $144.5 billion of such long-term borrowings were retired.

Our principal use of cash has been investing in assets to grow our businesses. Of the $100.9 billion that we invested over the past three years, $73.3 billion was used for additions to financing receivables; $35.5 billion was used to invest in new equipment, principally for lease to others; and $28.4 billion was used for acquisitions of new businesses, the largest of which were Banque Artesia Nederland N.V.; Arden Realty, Inc.; the custom fleet business of National Australia Bank Ltd. and the senior housing portfolios of Formation Capital LLC in 2006; the Transportation Financial Services Group of CitiCapital and the Inventory Finance division of Bombardier Capital in 2005; and the commercial lending business of Transamerica Finance Corporation and Sophia S.A. in 2004.

Based on past performance and current expectations, in combination with the financial flexibility that comes with a strong balance sheet and the highest credit ratings, we believe that we are in a sound position to grow dividends and continue making selective investments for long-term growth.

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Contractual Obligations

As defined by reporting regulations, our contractual obligations for future payments as of December 31, 2006, follow.

	Payments due by period
(In billions)	Total		2007		2008-2009		2010-2011		2012 and thereafter

Borrowings (note 11)	$	426.3	$	173.3	$	97.6	$	55.3	$	100.1

Interest on borrowings		95.0		17.0		23.0		14.0		41.0

Operating lease obligations (note 4)		4.0		0.8		1.3		0.8		1.1

Purchase obligations^(a)(b)		35.0		24.0		8.0		3.0		-

Insurance liabilities(note 12)^(c)		24.0		2.0		7.0		4.0		11.0

Other liabilities^(d)		18.0		15.0		1.0		-		2.0

(a)	Included all take-or-pay arrangements, capital expenditures, contractual commitments to purchase equipment that will be classified as equipment leased to others, software acquisition/license commitments and any contractually required cash payments for acquisitions.
(b)	Excluded funding commitments entered into in the ordinary course of business. Further information on these commitments and other guarantees is provided in note 20.
(c)	Included guaranteed investment contracts, structured settlements and single premium immediate annuities based on scheduled payouts, as well as those contracts with reasonably determinable cash flows such as deferred annuities, universal life, term life, long-term care, whole life and other life insurance contracts.
(d)	Included an estimate of future expected funding requirements related to our pension benefit plans. Because their future cash outflows are uncertain, the following non-current liabilities are excluded from the table above: deferred taxes, derivatives, deferred revenue and other sundry items. See notes 13 and 18 for further information on certain of these items.

Off-Balance Sheet Arrangements

Before 2003, we executed securitization transactions using entities sponsored by us and by third parties. Subsequently, we only have executed securitization transactions with third parties in the asset-backed commercial paper and term markets and we consolidated those we sponsored. Securitization entities held receivables secured by a variety of high-quality assets totaling $56.1 billion at December 31, 2006, down $1.6 billion during the year. Off-balance sheet securitization entities held $44.5 billion of that total, up $4.6 billion during the year. The remainder, in the consolidated entities we sponsored, decreased $6.3 billion during 2006, reflecting collections. We have entered into various credit enhancement positions with these securitization entities, including overcollateralization, liquidity and credit support agreements and guarantee and reimbursement contracts. We have provided for our best estimate of the fair value of estimated losses on such positions, $27 million at December 31, 2006.

Debt Instruments, Guarantees and Covenants

The major debt rating agencies routinely evaluate the debt of GECS and GE Capital, our major borrowing affiliate. These agencies have given the highest debt ratings to GE Capital (long-term rating AAA/Aaa; short-term rating A-1+/P-1). One of our strategic objectives is to maintain these ratings, as they serve to lower our cost of funds and to facilitate our access to a variety of lenders. We manage our businesses in a fashion that is consistent with maintaining these ratings.

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GECS and GE Capital have distinct business characteristics that the major debt rating agencies evaluate both quantitatively and qualitatively.

Quantitative measures include:

•	Earnings and profitability, revenue growth, the breadth and diversity of sources of income and return on assets,

•	Asset quality, including delinquency and write-off ratios and reserve coverage,

•	Funding and liquidity, including cash generated from operating activities, leverage ratios such as debt-to-capital, market access, back-up liquidity from banks and other sources, composition of total debt and interest coverage, and

•	Capital adequacy, including required capital and tangible leverage ratios.

Qualitative measures include:

•	Franchise strength, including competitive advantage and market conditions and position,

•	Strength of management, including experience, corporate governance and strategic thinking, and

•	Financial reporting quality, including clarity, completeness and transparency of all financial performance communications.

GE Capital’s ratings are supported contractually by a GE commitment to maintain the ratio of earnings to fixed charges at a specified level as described below.

During 2006, we paid $5.7 billion of special dividends to GE, of which $3.2 billion and $2.5 billion, respectively, were funded by the proceeds of the sale of GE Insurance Solutions and from the Genworth secondary public offerings.

During 2006, GECS and GECS affiliates issued $82 billion of senior, unsecured long-term debt and $2 billion of subordinated debt. This debt was both fixed and floating rate and was issued to institutional and retail investors in the U.S. and 18 other global markets. Maturities for these issuances ranged from one to 60 years. We used the proceeds primarily for repayment of maturing long-term debt, but also to fund acquisitions and organic growth. We anticipate that we will issue approximately $75 billion of additional long-term debt during 2007. The ultimate amount we issue will depend on our needs and on the markets.

We target a ratio for commercial paper not to exceed 35% of outstanding debt based on the anticipated composition of our assets and the liquidity profile of our debt. GE Capital is the most widely held name in global commercial paper markets.

We believe that alternative sources of liquidity are sufficient to permit an orderly transition from commercial paper in the unlikely event of impaired access to those markets. Funding sources on which we would rely would depend on the nature of such a hypothetical event, but include $59.9 billion of contractually committed

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lending agreements with 75 highly-rated global banks and investment banks. Total credit lines extending beyond one year increased $2.7 billion to $59.8 billion at December 31, 2006. See note 11.

Beyond contractually committed lending agreements, other sources of liquidity include medium and long-term funding, monetization, asset securitization, cash receipts from our lending and leasing activities, short-term secured funding on global assets and potential sales of other assets.

Principal debt conditions are described below.

The following conditions relate to GECS:

Swap, forward and option contracts are required to be executed under master-netting agreements containing mutual downgrade provisions that provide the ability of the counterparty to require assignment or termination if the long-term credit rating of GECS were to fall below A-/A3. Had this provision been triggered at December 31, 2006, we could have been required to disburse $2.8 billion.

If GE Capital’s ratio of earnings to fixed charges, which was 1.64:1 at the end of 2006, were to deteriorate to 1.10:1, GE has committed to contribute capital to GE Capital. GE also guaranteed certain issuances of our subordinated debt having a face amount of $0.8 billion and $1.0 billion at December 31, 2006 and 2005, respectively.

The following conditions relate to consolidated, liquidating securitization entities:

If the short-term credit rating of GE Capital or certain consolidated, liquidating securitization entities discussed further in note 19 were to be reduced below A-1/P-1, GE Capital would be required to provide substitute liquidity for those entities or provide funds to retire the outstanding commercial paper. The maximum net amount that GE Capital would be required to provide in the event of such a downgrade is determined by contract, and amounted to $8.0 billion at January 1, 2007. Amounts related to non-consolidated SPEs were $0.6 billion.

•	Under terms of other agreements in effect at December 31, 2006, specified downgrades in the credit ratings of GE Capital could cause us to provide up to $1.1 billion of funding.

One group of consolidated SPEs holds high quality investment securities funded by the issuance of guaranteed investment contracts (GICs). If the long-term credit rating of GE Capital were to fall below AA-/Aa3 or its short-term credit rating were to fall below A-1+/P-1, GE Capital could be required to provide up to $4.7 billion of capital to such entities.

In our history, we have never violated any of the above conditions either at GECS or GE Capital. We believe that under any reasonable future economic developments, the likelihood that any such arrangements could have a significant effect on our operations, cash flows or financial position is remote.

Critical Accounting Estimates

Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties. For all of these estimates, we caution that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment. Also see note 1, Summary of Significant Accounting Policies, which discusses accounting policies that we have selected from acceptable alternatives.

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Losses on financing receivables are recognized when they are incurred, which requires us to make our best estimate of probable losses inherent in the portfolio. Such estimate requires consideration of historical loss experience, adjusted for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates, financial health of specific customers and market sectors, collateral values, and the present and expected future levels of interest rates. Our risk management process, which includes standards and policies for reviewing major risk exposures and concentrations, ensures that relevant data are identified and considered either for individual loans or leases, or on a portfolio basis, as appropriate.

Our lending and leasing experience and the extensive data we accumulate and analyze facilitate estimates that have proven reliable over time. Our actual loss experience was in line with expectations for 2006, 2005 and 2004. While prospective losses depend to a large degree on future economic conditions, we do not anticipate significant adverse credit development in 2007.

Further information is provided in the Financial Resources and Liquidity - Financing Receivables section, the Asset impairment section that follows and in notes 1, 6 and 7.

Asset impairment assessment involves various estimates and assumptions as follows:

Investments. We regularly review investment securities for impairment based on both quantitative and qualitative criteria that include the extent to which cost exceeds market value, the duration of that market decline, our intent and ability to hold to maturity or until forecasted recovery, and the financial health of and specific prospects for the issuer. We perform comprehensive market research and analysis and monitor market conditions to identify potential impairments.

Further information about actual and potential impairment losses is provided in the Financial Resources and Liquidity - Investment Securities section and in notes 1 and 5.

Long-lived assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We derive the required undiscounted cash flow estimates from our historical experience and our internal business plans. To determine fair value, we use our internal cash flow estimates discounted at an appropriate interest rate, quoted market prices when available and independent appraisals, as appropriate.

Commercial aircraft are a significant concentration of assets in GE Infrastructure, and are particularly subject to market fluctuations. Therefore, we test recoverability of each aircraft in our operating lease portfolio at least annually. Additionally, we perform quarterly evaluations in circumstances such as when aircraft are re-leased, current lease terms have changed or a specific lessee’s credit standing changes. We consider market conditions, such as the global shortage of commercial aircraft in 2006. Estimates of future rentals and residual values are based on historical experience and information received routinely from independent appraisers. Estimated cash flows from future leases are reduced for expected downtime between leases and for estimated technical costs required to prepare aircraft to be redeployed. Fair value used to measure impairment is based on current market values from independent appraisers.

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We recognized impairment losses on our operating lease portfolio of commercial aircraft of $0.1 billion and $0.3 billion in 2006 and 2005, respectively. In addition to these impairment charges relating to operating leases, provisions for losses on financing receivables related to commercial aircraft were insignificant in 2006 and $0.2 billion in 2005, primarily related to Northwest Airlines Corporation (Northwest Airlines).

Certain of our commercial aviation customers are operating under bankruptcy protection while they implement steps to return to profitable operations with a lower cost structure. At December 31, 2006, our largest exposures to carriers operating in bankruptcy were to Delta Air Lines, Inc., $1.9 billion, and Northwest Airlines, $1.0 billion. Our financial exposures to these carriers are substantially secured by various Boeing, Airbus and Bombardier aircraft and operating equipment.

Further information on impairment losses and our exposure to the commercial aviation industry is provided in the Operations - Overview section and in notes 5, 8 and 20.

Real Estate. We regularly review our real estate investment portfolio for impairment or when events or circumstances indicate that the related carrying amounts may not be recoverable. Our portfolio is diversified, both geographically and by asset type. However, the global real estate market is subject to periodic cycles that can cause significant fluctuations in market values. While the current estimated value of our GE Commercial Finance Real Estate investments exceeds our carrying value by about $3.0 billion, the same as last year, downward cycles could adversely affect our ability to realize these gains in an orderly fashion in the future and may necessitate recording impairments.

Goodwill and other identified intangible assets. We test goodwill for impairment annually and whenever events or circumstances make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose all or a portion of a reporting unit. Determining whether an impairment has occurred requires valuation of the respective reporting unit, which we estimate using a discounted cash flow method. When available and as appropriate, we use comparative market multiples to corroborate discounted cash flow results. In applying this methodology, we rely on a number of factors, including actual operating results, future business plans, economic projections and market data.

If this analysis indicates goodwill is impaired, measuring the impairment requires a fair value estimate of each identified tangible and intangible asset. In this case, we supplement the cash flow approach discussed above with independent appraisals, as appropriate.

We test other identified intangible assets with defined useful lives and subject to amortization by comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset.

Further information is provided in the Financial Resources and Liquidity - Intangible Assets section and in notes 1 and 9.

Income taxes. Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions. We review our tax positions quarterly and adjust the balances as new information becomes available. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax

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credit carry forwards. We evaluate the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income inherently rely heavily on estimates. We use our historical experience and our short and long-range business forecasts to provide insight. Further, our global and diversified business portfolio gives us the opportunity to employ various prudent and feasible tax planning strategies to facilitate the recoverability of future deductions. Amounts recorded for deferred tax assets related to non-U.S. net operating losses, net of valuation allowance were $0.8 billion and $0.7 billion at December 31, 2006 and 2005, respectively. Such year-end 2006 amounts are expected to be fully recoverable within the applicable statutory expiration periods. To the extent we believe it is more likely than not that a deferred tax asset will not be recovered, a valuation allowance is established.

Further information on income taxes is provided in the Operations - Overview section and in note 13.

Derivatives and Hedging. We use derivatives to manage a variety of risks, including risks related to interest rates, foreign exchange and commodity prices. Accounting for derivatives as hedges requires that, at inception and over the term of the arrangement, the hedged item and related derivative meet the requirements for hedge accounting. The rules and interpretations related to derivatives accounting are complex. Failure to apply this complex guidance correctly will result in all changes in the fair value of the derivative being reported in earnings, without regard to the offsetting changes in the fair value of the hedged item. The accompanying financial statements reflect the consequences of loss of hedge accounting for certain positions.

In evaluating whether a particular relationship qualifies for hedge accounting, we first determine whether the relationship meets the strict criteria to qualify for exemption from ongoing effectiveness testing. For a relationship that does not meet these criteria, we test effectiveness at inception and quarterly thereafter by determining whether changes in the fair value of the derivative offset, within a specified range, changes in the fair value of the hedged item. This test is conducted on a cumulative basis each reporting period. If fair value changes fail this test, we discontinue applying hedge accounting to that relationship prospectively. Fair values of both the derivative instrument and the hedged item are calculated using internal valuation models incorporating market-based assumptions, subject to third-party confirmation.

At December 31, 2006, derivative assets and liabilities were $2.0 billion and $2.8 billion, respectively. Further information about our use of derivatives is provided in notes 11, 15 and 18.

Other loss contingencies are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that the ultimate loss will materially exceed the recorded provision. Contingent liabilities are often resolved over long time periods. Estimating probable losses requires analysis of multiple forecasts that often depend on judgments about potential actions by third parties such as regulators.

Further information is provided in note 20.

Other Information

New Accounting Standards

In July 2006, the Financial Accounting Standards Board (FASB) issued two related standards that address accounting for income taxes: FASB Interpretation (FIN) 48, Accounting for Uncertainty in Income Taxes, and FASB Staff Position (FSP) FAS 13-2, Accounting for a Change or Projected Change in the Timing of Cash Flows Relating

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to Income Taxes Generated by a Leveraged Lease Transaction. Among other things, FIN 48 requires application of a “more likely than not” threshold to the recognition and derecognition of tax positions and that changes related to prior years’ tax positions be recognized in the quarter of change. FSP FAS 13-2 requires a recalculation of returns on leveraged leases if there is a change or projected change in the timing of cash flows relating to income taxes generated by the leveraged lease. Both new standards became effective for us on January 1, 2007. The FASB is currently engaged in a project to provide implementation guidance on FIN 48. While the effects of FIN 48 will depend somewhat upon this implementation guidance, we expect the transition effects of these standards to be modest and consist of reclassification of certain liabilities on our Statement of Financial Position and an adjustment to the opening balance of retained earnings. Prior periods will not be restated as a result of these required accounting changes.

In February 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) 155, Accounting for Certain Hybrid Financial Instruments - an Amendment of FASB Statements No. 133 and 140 (SFAS 155). This Statement amended SFAS 133 to include within its scope prepayment features in newly created or acquired retained interests related to securitizations. SFAS 155 will have the effect of changing, from level yield to fair value, the basis on which we recognize earnings on these retained interests. We expect these effects to be immaterial to our 2007 operations.

Supplemental Information

Financial Measures that Supplement Generally Accepted Accounting Principles

We sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP financial measures” under SEC rules. Specifically, we have referred to:

•	Average total shareowner’s equity, excluding effects of discontinued operations

•	Delinquency rates on certain financing receivables of the GE Commercial Finance and GE Money segments for 2006, 2005 and 2004

The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures follow.

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Average Total Shareowner’s Equity, Excluding Effects of Discontinued Operations^(a)

December 31 (In millions)	2006		2005		2004		2003		2002

Average total shareowner’s equity^(b)	$	50,769	$	54,229	$	48,989	$	41,980	$	31,237
Less the effects of
Cumulative earnings from
discontinued operations		-		2,094		2,985		925		1,007
Average net investment in discontinued
operations		4,008		5,066		-		-		-
Average total shareowner’s equity, excluding
effects of discontinued operations^(a)	$	46,761	$	47,069	$	46,004	$	41,055	$	30,230

(a)	Used for computing return on average shareowner’s equity shown in the Selected Financial Data section.
(b)	On an annual basis, calculated using a five-point average.

U.S. GAAP requires earnings of discontinued operations to be displayed separately in the Statement of Earnings. Accordingly, the numerators used in our calculations of returns on average shareowner’s equity presented in Selected Financial Data section exclude those earnings (losses). Further, we believe that it is appropriate to exclude from the denominators, specifically the average total shareowner’s equity component, the cumulative effect of those earnings for each of the years for which related discontinued operations were presented, as well as our average net investment in discontinued operations since the second half of 2005. Had we disposed of these operations before mid-2005, proceeds would have been applied to reduce parent-supported debt; however since parent-supported debt was retired in the first half of 2005, we have assumed that any proceeds after that time would have been distributed to our shareowner by means of dividends, thus reducing average total shareowner’s equity.

Delinquency Rates on Certain Financing Receivables

Delinquency rates on managed GE Commercial Finance equipment loans and leases and managed GE Money financing receivables follow.

GE Commercial Finance

December 31	2006		2005		2004

Managed	1.22	%	1.31	%	1.40	%
Off-book	0.52		0.76		0.90
On-book	1.42		1.53		1.58

GE Money

December 31	2006		2005		2004

Managed	5.05	%	5.08	%	4.85	%
Off-book	5.49		5.28		5.09
On-book	5.01		5.07		4.84

We believe that delinquency rates on managed financing receivables provide a useful perspective on our on and off-book portfolio quality and are key indicators of financial performance.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Information about our global risk management can be found in the Operations - Global Risk Management section of Item 7.

Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

General Electric Capital Services, Inc.:

We have audited the accompanying statement of financial position of General Electric Capital Services, Inc. and consolidated affiliates (“GECS”) as of December 31, 2006 and 2005, and the related statements of earnings, changes in shareowner’s equity and cash flows for each of the years in the three-year period ended December 31, 2006. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in Item 15. We also have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, that GECS did not maintain effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). GECS management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these consolidated financial statements, an opinion on management’s assessment, and an opinion on the effectiveness of GECS’ internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified and included in its assessment the following material weakness as of December 31, 2006: the Company did not have adequately designed procedures to designate each hedged commercial paper transaction with the specificity required by Statement of Financial Accounting Standards 133, Accounting for Derivative Instruments and Hedging Activities, as amended. This material weakness resulted in restatement of the Company’s previously issued financial statements as of and for each of the interim periods ended March 31, 2006, June 30, 2006 and September 30, 2006. The aforementioned material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2006 consolidated financial statements.

In our opinion, the consolidated financial statements and schedule referred to above present fairly, in all material respects, the financial position of GECS as of December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, management’s assessment that GECS did not maintain effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by COSO. Furthermore, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, GECS did not maintain effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by COSO.

As discussed in note 1 to the consolidated financial statements, GECS in 2006 changed its method of accounting for pension and other postretirement benefits.

/s/ KPMG LLP

KPMG LLP

Stamford, Connecticut

February 9, 2007

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General Electric Capital Services, Inc. and consolidated affiliates

Statement of Earnings

For the years ended December 31 (In millions)	2006			2005			2004

Revenues
Revenues from services (note 3)	$	61,021		$	54,483		$	49,346
Sales of goods		2,384			2,528			2,840
Commercial paper interest rate swap adjustment		197			540			518
Total revenues		63,602			57,551			52,704

Costs and expenses
Interest		18,081			14,223			11,081
Operating and administrative (note 4)		17,421			16,494			15,794
Cost of goods sold		2,204			2,369			2,741
Investment contracts, insurance losses and insurance annuity benefits		3,419			3,574			3,303
Provision for losses on financing receivables (note 7)		3,839			3,841			3,888
Depreciation and amortization (note 8)		6,534			6,036			5,815
Minority interest in net earnings of consolidated affiliates		235			202			190
Total costs and expenses		51,733			46,739			42,812

Earnings from continuing operations before income taxes		11,869			10,812			9,892
Provision for income taxes (note 13)		(1,374	)		(1,285	)		(1,723	)

Earnings from continuing operations		10,495			9,527			8,169
Earnings (loss) from discontinued operations, net of taxes (note 2)		163			(1,950	)		559
Net earnings	$	10,658		$	7,577		$	8,728

Statement of Changes in Shareowner’s Equity

(In millions)	2006			2005			2004
Changes in shareowner’s equity (note 15)
Balance at January 1	$	50,812		$	54,379		$	45,790
Dividends and other transactions with shareowner		(9,836	)		(7,800	)		(3,003	)
Changes other than transactions with shareowner
Increase attributable to net earnings		10,658			7,577			8,728
Investment securities - net		(160	)		(591	)		481
Currency translation adjustments - net		2,550			(2,817	)		2,538
Cash flow hedges - net		172			93			(46	)
Benefit plans - net		(99	)		(29	)		(109	)
Total changes other than transactions with shareowner		13,121			4,233			11,592
Balance at December 31	$	54,097		$	50,812		$	54,379

The notes to consolidated financial statements are an integral part of these statements.

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General Electric Capital Services, Inc. and consolidated affiliates

Statement of Financial Position

At December 31 (In millions, except share amounts)	2006			2005

Assets
Cash and equivalents	$	12,629		$	7,130
Investment securities (note 5)		47,492			41,710
Inventories		54			159
Financing receivables - net (notes 6 and 7)		334,232			287,639
Other receivables		21,853			18,625
Buildings and equipment - net (note 8)		58,228			51,024
Intangible assets - net (note 9)		25,968			23,791
Other assets (note 10)		64,212			49,440
Assets of discontinued operations (note 2)		-			61,066
Total assets	$	564,668		$	540,584

Liabilities and equity
Short-term borrowings (note 11)	$	173,316		$	157,672
Accounts payable		13,923			13,043
Long-term borrowings (note 11)		252,963			204,397
Investment contracts, insurance liabilities and insurance annuity benefits (note 12)		34,807			33,387
Other liabilities		20,935			16,787
Deferred income taxes (note 13)		12,217			12,475
Liabilities of discontinued operations (note 2)		455			49,763
Total liabilities		508,616			487,524

Minority interest in equity of consolidated affiliates (note 14)		1,955			2,248

Cumulative preferred stock, $10,000 par value (80,000 shares authorized; 51,000 shares issued and held primarily by consolidated affiliates at December 31, 2006 and 2005)		10			10
Common stock, $1,000 par value (1,260 shares authorized at December 31, 2006 and 2005, and 1,064 shares issued and outstanding at December 31, 2006 and 2005)		1			1
Accumulated gains (losses) - net
Investment securities		1,594			1,754
Currency translation adjustments		4,837			2,287
Cash flow hedges		(171	)		(343	)
Benefit plans		(278	)		(179	)
Additional paid-in capital		12,527			12,376
Retained earnings		35,577			34,906
Total shareowner’s equity (note 15)		54,097			50,812
Total liabilities and equity	$	564,668		$	540,584

The sum of accumulated gains (losses) on investment securities, currency translation adjustments, cash flow hedges and benefit plans constitutes “Accumulated nonowner changes other than earnings,” as shown in note 15, and was $5,982 million and $3,519 million at December 31, 2006 and 2005, respectively.
The notes to consolidated financial statements are an integral part of this statement.

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General Electric Capital Services, Inc. and consolidated affiliates

Statement of Cash Flows

For the years ended December 31 (In millions)	2006			2005			2004

Cash flows - operating activities
Net earnings	$	10,658		$	7,577		$	8,728
Loss (earnings) from discontinued operations		(163	)		1,950			(559	)
Adjustments to reconcile net earnings to cash provided
from operating activities
Depreciation and amortization of buildings and equipment		6,534			6,036			5,815
Deferred income taxes		1,108			(653	)		226
Decrease (increase) in inventories		(23	)		30			(9	)
Increase (decrease) in accounts payable		(1	)		(397	)		2,593
Provision for losses on financing receivables		3,839			3,841			3,888
All other operating activities (note 16)		(41	)		1,403			(167	)
Cash from operating activities - continuing operations		21,911			19,787			20,515
Cash from (used for) operating activities - discontinued operations		(2,373	)		5,027			5,621
Cash from operating activities		19,538			24,814			26,136

Cash flows - investing activities
Additions to buildings and equipment		(13,184	)		(11,629	)		(10,665	)
Dispositions of buildings and equipment		6,799			6,027			5,839
Net increase in financing receivables (note 16)		(41,046	)		(16,954	)		(15,280	)
Proceeds from sales of discontinued operations		9,022			8,106			3,437
Proceeds from principal business dispositions		386			209			472
Payments for principal businesses purchased		(7,299	)		(7,167	)		(13,888	)
All other investing activities (note 16)		(5,555	)		(2,706	)		4,156
Cash used for investing activities - continuing operations		(50,877	)		(24,114	)		(25,929	)
Cash used for investing activities - discontinued operations		(383	)		(5,733	)		(7,651	)
Cash used for investing activities		(51,260	)		(29,847	)		(33,580	)

Cash flows - financing activities
Net increase (decrease) in borrowings (maturities of 90 days or less)		6,461			(4,044	)		33
Newly issued debt (maturities longer than 90 days) (note 16)		88,278			65,054			58,143
Repayments and other reductions (maturities longer
than 90 days) (note 16)		(49,253	)		(49,709	)		(45,538	)
Dividends paid to shareowner		(9,847	)		(7,816	)		(3,105	)
All other financing activities (note 16)		(1,174	)		(1,128	)		(3,304	)
Cash from financing activities - continuing operations		34,465			2,357			6,229
Cash from (used for) financing activities - discontinued operations		(220	)		415			2,309
Cash from financing activities		34,245			2,772			8,538

Increase (decrease) in cash and equivalents during year		2,523			(2,261	)		1,094
Cash and equivalents at beginning of year		10,106			12,367			11,273
Cash and equivalents at end of year		12,629			10,106			12,367
Less cash and equivalents of discontinued operations at end of year		-			2,976			3,267
Cash and equivalents of continuing operations at end of year	$	12,629		$	7,130		$	9,100

Supplemental disclosure of cash flows information
Cash paid during the year for interest	$	(17,095	)	$	(15,518	)	$	(11,304	)
Cash recovered (paid) during the year for income taxes		(666	)		(1,425	)		922

The notes to consolidated financial statements are an integral part of this statement.

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General Electric Capital Services, Inc. and consolidated affiliates

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Accounting principles

Our financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP).

Consolidation

General Electric Capital Services, Inc. (GE Capital Services or GECS) owns all of the common stock of General Electric Capital Corporation (GE Capital or GECC). All of our outstanding common stock is owned by General Electric Company (GE Company or GE) and an affiliate of GE Company. Our financial statements consolidate all of our affiliates - companies that we control and in which we hold a majority voting interest. Associated companies are companies that we do not control but over which we have significant influence, most often because we hold a shareholder voting position of 20% to 50%. Results of associated companies are presented on a one-line basis. Investments in and advances to associated companies are presented on a one-line basis in the caption “Other assets” in our Statement of Financial Position, net of allowance for losses that represents our best estimate of probable losses inherent in such assets.

In 2005, most of GE Insurance Solutions Corporation (GE Insurance Solutions), formerly an affiliate, was classified as part of our discontinued insurance operations. See note 2.

Financial statement presentation

We have reclassified certain prior-year amounts to conform to the current year’s presentation.

Financial data and related measurements are presented in the following categories:

•	Consolidated This represents the adding together of all affiliates.

Operating Segments These comprise our four businesses focused on the broad markets they serve: GE Commercial Finance, GE Money (formerly GE Consumer Finance), GE Industrial and GE Infrastructure. For segment reporting purposes, certain financial services businesses are included in the industrial operating segments that actively manage such businesses and report their results for internal performance measurement purposes. These include Aviation Financial Services, Energy Financial Services and Transportation Finance reported in the GE Infrastructure segment, and Equipment Services reported in the GE Industrial segment.

Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations.

The effects of translating to U.S. dollars the financial statements of non-U.S. affiliates whose functional currency is the local currency are included in shareowner’s equity. Asset and liability accounts are translated at year-end exchange rates, while revenues and expenses are translated at average rates for the respective periods.

Effects of transactions between related companies are eliminated. As a wholly-owned subsidiary, GECS enters into various operating and financing arrangements with GE. These arrangements are on terms that are

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commercially reasonable but are related party transactions and therefore require the following disclosures. At December 31, 2006 and 2005, Financing receivables included $6,017 million and $3,904 million, respectively, of receivables from GE customers. Other receivables included $4,555 million and $3,961 million, respectively, of receivables from GE. Buildings and equipment included $1,470 million and $1,637 million, respectively, of buildings and equipment leased to GE, net of accumulated depreciation. Borrowings included $3,703 million and $1,448 million, respectively, of amounts held by GE.

Preparing financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates.

Sales of goods

We record sales of goods when a firm sales agreement is in place, delivery has occurred, and collectibility of the fixed or determinable sales price is reasonably assured. If customer acceptance of products is not assured, we record sales only upon formal customer acceptance.

Revenues from services (earned income)

We use the interest method to recognize income on all loans. Interest on loans includes origination, commitment and other non-refundable fees related to funding (recorded in earned income on the interest method). We stop accruing interest at the earlier of the time at which collection of an account becomes doubtful or the account becomes 90 days past due. We recognize interest income on nonearning loans either as cash is collected or on a cost-recovery basis as conditions warrant. We resume accruing interest on nonearning, non-restructured commercial loans only when (a) payments are brought current according to the loan’s original terms and (b) future payments are reasonably assured. When we agree to restructured terms with the borrower, we resume accruing interest only when reasonably assured that we will recover full contractual payments, and such loans pass underwriting reviews equivalent to those applied to new loans. We resume accruing interest on nonearning consumer loans when the customer’s account is less than 90 days past due.

We recognize financing lease income on the interest method to produce a level yield on funds not yet recovered. Estimated unguaranteed residual values at the date of lease inception represent our initial estimates of the fair value of the leased assets at the expiration of the lease and are based primarily on independent appraisals, which are updated periodically. Guarantees of residual values by unrelated third parties are considered part of minimum lease payments. Significant assumptions we use in estimating residual values include estimated net cash flows over the remaining lease term, anticipated results of future remarketing, and estimated future component part and scrap metal prices, discounted at an appropriate rate.

We recognize operating lease income on a straight-line basis over the terms of underlying leases.

Fees include commitment fees related to loans that we do not expect to fund and line-of-credit fees. We record these fees in earned income on a straight-line basis over the period to which they relate. We record syndication fees in earned income at the time related services are performed, unless significant contingencies exist.

Depreciation and amortization

The cost of our equipment leased to others on operating leases is amortized on a straight-line basis to estimated residual value over the lease term or over the estimated economic life of the equipment. See note 8.

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Losses on financing receivables

Our allowance for losses on financing receivables represents our best estimate of probable losses inherent in the portfolio. Our method of calculating estimated losses depends on the size, type and risk characteristics of the related receivables. Write-offs are deducted from the allowance for losses and subsequent recoveries are added. Impaired financing receivables are written down to the extent that we judge principal to be uncollectible.

Our portfolio consists entirely of homogenous consumer loans and of commercial loans and leases. The underlying assumptions, estimates and assessments we use to provide for losses are continually updated to reflect our view of current conditions. Changes in such estimates can significantly affect the allowance and provision for losses. It is possible to experience credit losses that are different from our current estimates.

Our consumer loan portfolio consists of smaller balance, homogenous loans including card receivables, installment loans, auto loans and leases and residential mortgages. We collectively evaluate each portfolio for impairment. The allowance for losses on these receivables is established through a process that estimates the probable losses inherent in the portfolio based upon statistical analyses of portfolio data. These analyses include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, together with other analyses that reflect current trends and conditions. We also consider overall portfolio indicators including nonearning loans, trends in loan volume and lending terms, credit policies and other observable environmental factors.

We write off unsecured closed-end installment loans at 120 days contractually past due and unsecured open-ended revolving loans at 180 days contractually past due. We write down consumer loans secured by collateral other than residential real estate to the fair value of the collateral, less costs to sell, when such loans are 120 days past due. Consumer loans secured by residential real estate (both revolving and closed-end loans) are written down to the fair value of collateral, less costs to sell, no later than when they become 360 days past due. Unsecured consumer loans in bankruptcy are written off within 60 days of notification of filing by the bankruptcy court or within contractual write-off periods, whichever occurs earlier.

Our commercial loan and lease portfolio consists of a variety of loans and leases, including both larger balance, non-homogenous loans and leases and smaller balance homogenous commercial and equipment loans and leases. Losses on such loans and leases are recorded when probable and estimable. We routinely survey our entire portfolio for potential specific credit or collection issues that might indicate an impairment. For larger balance, non-homogenous loans and leases, this survey first considers the financial status, payment history, collateral value, industry conditions and guarantor support related to specific customers. Any delinquencies or bankruptcies are indications of potential impairment requiring further assessment of collectibility. We routinely receive financial, as well as rating agency reports, on our customers, and we elevate for further attention those customers whose operations we judge to be marginal or deteriorating. We also elevate customers for further attention when we observe a decline in collateral values for asset-based loans. While collateral values are not always available, when we observe such a decline, we evaluate relevant markets to assess recovery alternatives - for example, for real estate loans, relevant markets are local; for aircraft loans, relevant markets are global. We provide allowances based on our evaluation of all available information, including expected future cash flows, fair value of collateral, net of disposal costs, and the secondary market value of the financing receivables. After providing for specific incurred losses, we then determine an allowance for losses that have been incurred in the balance of the portfolio but cannot yet be identified to a specific loan or lease. This estimate is based on historical and projected default rates and loss severity, and it is prepared by each respective line of business.

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Experience is not available with new products; therefore, while we are developing that experience, we set loss allowances based on our experience with the most closely analogous products in our portfolio.

When we repossess collateral in satisfaction of a loan, we write down the receivable against the allowance for losses. Repossessed collateral is included in the caption “Other assets” in the Statement of Financial Position and carried at the lower of cost or estimated fair value less costs to sell.

The remainder of our commercial loans and leases are portfolios of smaller balance homogenous commercial and equipment positions that we evaluate collectively by portfolio for impairment based upon various statistical analyses considering historical losses and aging.

Sales of stock by affiliates

We record gains or losses on sales by an affiliate of its own shares as revenue unless realization of gains is not reasonably assured, in which case we record the results in shareowner’s equity.

Cash and equivalents

Debt securities with original maturities of three months or less are included in cash equivalents unless designated as available-for-sale and classified as investment securities.

Investment securities

We report investments in debt and marketable equity securities, and equity securities in our insurance portfolio, at fair value based on quoted market prices or, if quoted prices are not available, discounted expected cash flows using market rates commensurate with the credit quality and maturity of the investment. Unrealized gains and losses on available-for-sale investment securities are included in shareowner’s equity, net of applicable taxes and other adjustments. We regularly review investment securities for impairment based on both quantitative and qualitative criteria that include the extent to which cost exceeds market value, the duration of that market decline, our intent and ability to hold to maturity or until forecasted recovery, and the financial health of and specific prospects for the issuer. Unrealized losses that are other than temporary are recognized in earnings. Realized gains and losses are accounted for on the specific identification method.

Inventories

All inventories are stated at the lower of cost or realizable values. Our inventories consist of finished products held for sale; cost is determined on a first-in, first-out basis.

Intangible assets

We do not amortize goodwill, but test it annually for impairment using a fair value approach at the reporting unit level. A reporting unit is the operating segment, or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. We recognize an impairment charge for any amount by which the carrying amount of a reporting unit’s goodwill exceeds its fair value. We use discounted cash flows to establish fair values. When available and as appropriate, we use comparative market multiples to corroborate discounted cash flow results. When all or a portion of a reporting unit is disposed of, goodwill is allocated to the gain or loss on disposition using the relative fair value method.

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We amortize the cost of other intangibles over their estimated useful lives. Amortizable intangible assets are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values.

Investment contracts, insurance liabilities and insurance annuity benefits

Certain SPEs, which we consolidate, provide guaranteed investment contracts to states, municipalities and municipal authorities.

Our insurance activities also include providing insurance and reinsurance for life and health risks and providing certain annuity products. Three product groups are provided: traditional insurance contracts, investment contracts and universal life insurance contracts. Insurance contracts are contracts with significant mortality and/or morbidity risks, while investment contracts are contracts without such risks. Universal life insurance contracts are a particular type of long-duration insurance contract whose terms are not fixed and guaranteed.

For short-duration insurance contracts, including accident and health insurance, we report premiums as earned income over the terms of the related agreements, generally on a pro-rata basis. For traditional long-duration insurance contracts including term, whole life and annuities payable for the life of the annuitant, we report premiums as earned income when due.

Premiums received on investment contracts (including annuities without significant mortality risk) and universal life contracts are not reported as revenues but rather as deposit liabilities. We recognize revenues for charges and assessments on these contracts, mostly for mortality, contract initiation, administration and surrender. Amounts credited to policyholder accounts are charged to expense.

Liabilities for traditional long-duration insurance contracts represent the present value of such benefits less the present value of future net premiums based on mortality, morbidity, interest and other assumptions at the time the policies were issued or acquired. Liabilities for investment contracts and universal life policies equal the account value, that is, the amount that accrues to the benefit of the contract or policyholder including credited interest and assessments through the financial statement date.

Liabilities for unpaid claims and claims adjustment expenses represent our best estimate of the ultimate obligations for reported and incurred-but-not-reported claims and the related estimated claim settlement expenses. Liabilities for unpaid claims and claims adjustment expenses are continually reviewed and adjusted through current operations.

Accounting change

Statement of Financial Accounting Standards (SFAS) 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, became effective for us as of December 31, 2006, and requires recognition of an asset or liability in the statement of financial position reflecting the funded status of pension and other postretirement benefit plans such as retiree health and life, with current-year changes in the funded status recognized in shareowner’s equity. SFAS 158 did not change the existing criteria for measurement of periodic benefit costs, plan assets or benefit obligations. The total effect of the adoption of SFAS 158 to GECS was to increase total liabilities and decrease shareowner’s equity about $0.1 billion.

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Note 2. Discontinued Operations

We classified GE Life, Genworth Financial, Inc. (Genworth) and most of GE Insurance Solutions as discontinued operations. Associated results of operations, financial position and cash flows are separately reported for all periods presented.

Sale of GE Life

In December 2006, we completed the sale of GE Life, our U.K.-based life insurance operation, to Swiss Reinsurance Company (Swiss Re) for $910 million. As a result, we recognized an after-tax loss of $267 million during 2006. GE Life revenues from discontinued operations were $2,096 million, $2,286 million and $708 million in 2006, 2005 and 2004, respectively. In total, GE Life loss from discontinued operations, net of taxes, was $178 million and $28 million in 2006 and 2005, respectively, compared with earnings from discontinued operations of $25 million in 2004.

Sale of GE Insurance Solutions

In June 2006, we completed the sale of the property and casualty insurance and reinsurance businesses and the European life and health operations of GE Insurance Solutions to Swiss Re for $9,297 million, including the assumption of $1,700 million of debt. We received $5,359 million in cash and $2,238 million of newly issued Swiss Re common stock, representing a 9% interest in Swiss Re. As a result, we recognized after-tax losses of $134 million and $934 million in 2006 and 2005, respectively. GE Insurance Solutions revenues from discontinued operations were $2,815 million, $7,451 million and $8,625 million in 2006, 2005 and 2004, respectively. In total, GE Insurance Solutions earnings from discontinued operations, net of taxes, were $148 million and $90 million in 2006 and 2004, respectively, compared with a loss of $2,850 million in 2005.

Sale of Genworth

In March 2006, we completed the sale of our remaining 18% investment in Genworth through a secondary public offering of 71 million shares of Class A Common Stock and direct sale to Genworth of 15 million shares of Genworth Class B Common Stock. As a result of initial and secondary public offerings, we recognized after-tax gains of $220 million and $552 million in 2006 and 2005, respectively, compared with an after-tax loss of $336 million in 2004. Genworth revenues from discontinued operations were $5 million, $7,908 million and $10,148 million in 2006, 2005 and 2004, respectively. In total, Genworth earnings from discontinued operations, net of taxes, were $193 million, $928 million and $444 million in 2006, 2005 and 2004, respectively.

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Summarized financial information for discontinued operations is shown below.

(In millions)	2006			2005			2004

Operations
Revenues from services	$	4,916		$	17,645		$	19,481

Earnings (loss) from discontinued operations before minority interest
and income taxes	$	382		$	(1,726	)	$	1,517
Minority interest		-			394			200
Earnings (loss) from discontinued operations before income taxes		382			(2,120	)		1,317
Income tax benefit (expense)		(38	)		552			(422	)
Earnings (loss) from discontinued operations before disposal, net of taxes	$	344		$	(1,568	)	$	895

Disposal
Gain (loss) on disposal before income taxes	$	(75	)	$	629		$	(570	)
Income tax benefit (expense)		(106	)		(1,011	)		234
Loss on disposal, net of taxes	$	(181	)	$	(382	)	$	(336	)

Earnings (loss) from discontinued operations, net of taxes	$	163		$	(1,950	)	$	559

December 31 (In millions)	2005

Assets
Cash and equivalents	$	2,976
Investment securities		37,633
Other receivables		13,915
Other		6,542
Assets of discontinued operations	$	61,066

Liabilities and equity
Investment contracts, insurance liabilities and insurance annuity benefits	$	43,378
Other		6,385
Liabilities of discontinued operations	$	49,763

Total accumulated nonowner changes other than earnings	$	652

Accrued liabilities of $455 million as of December 31, 2006, will be settled beginning in 2007.

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Note 3. Revenues from Services

(In millions)	2006		2005		2004

Interest on loans	$	22,568	$	20,096	$	17,314
Equipment leased to others		12,940		11,582		10,744
Financing leases		4,298		3,990		4,160
Fees		4,229		4,180		3,254
Real estate investments		3,138		1,919		1,637
Investment income		2,614		2,839		2,428
Premiums earned by insurance activities		2,084		2,333		2,195
Associated companies		2,079		1,320		708
Gross securitization gains		1,199		939		1,195
Other items		5,872		5,285		5,711
Total	$	61,021	$	54,483	$	49,346

Note 4. Operating and Administrative Expenses

Our employees and retirees are covered under a number of pension, health and life insurance plans. The principal pension plans are the GE Pension Plan, a defined benefit plan for U.S. employees and the GE Supplementary Pension Plan, an unfunded plan providing supplementary benefits to higher-level, longer-service U.S. employees. Employees of certain affiliates are covered under separate pension plans which are not significant individually or in the aggregate. We provide health and life insurance benefits to certain of our retired employees, principally through GE Company’s benefit program. The annual cost to us of providing these benefits is not material.

Rental expense under operating leases is shown below.

(In millions)	2006		2005		2004

Equipment for sublease	$	405	$	385	$	383
Other rental expense		586		608		548

At December 31, 2006, minimum rental commitments under noncancellable operating leases aggregated $4,016 million. Amounts payable over the next five years follow.

(In millions)

2007		2008		2009		2010		2011
$	757	$	681	$	617	$	463	$	370

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Note 5. Investment Securities

December 31 (In millions)	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value

2006
Debt
U.S. corporate	$	21,323	$	1,042	$	(203	)	$	22,162
State and municipal		915		38		(4	)		949
Mortgage-backed^(a)		6,356		38		(46	)		6,348
Asset-backed		8,066		436		(23	)		8,479
Corporate - non-U.S.		1,664		92		(5	)		1,751
Government - non-U.S.		1,296		105		(3	)		1,398
U.S. government and federal agency		820		45		(6	)		859
Equity		4,500		1,060		(14	)		5,546
Total	$	44,940	$	2,856	$	(304	)	$	47,492

2005
Debt
U.S. corporate	$	20,578	$	1,317	$	(339	)	$	21,556
State and municipal		810		47		(2	)		855
Mortgage-backed^(a)		5,748		44		(56	)		5,736
Asset-backed		8,433		205		(19	)		8,619
Corporate - non-U.S.		2,043		209		(10	)		2,242
Government - non-U.S.		675		91		-			766
U.S. government and federal agency		803		61		(5	)		859
Equity		879		231		(33	)		1,077
Total	$	39,969	$	2,205	$	(464	)	$	41,710	^(b)

(a)	Substantially collateralized by U.S. residential mortgages.
(b)	Included $16 million in 2005 of debt securities related to consolidated, liquidating securitization entities. See note 19.

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The following tables present the gross unrealized losses and estimated fair values of our investment securities.

	Less than 12 months					12 months or more
December 31 (In millions)	Estimated fair value		Gross unrealized losses			Estimated fair value		Gross unrealized losses

2006
Debt
U.S. corporate	$	2,478	$	(52	)	$	4,260	$	(151	)
State and municipal		164		(2	)		77		(2	)
Mortgage-backed		668		(4	)		1,851		(42	)
Asset-backed		1,393		(15	)		674		(8	)
Corporate - non-U.S.		112		(3	)		93		(2	)
Government - non-U.S.		33		(3	)		-		-
U.S. government and federal agency		66		(1	)		247		(5	)
Equity		34		(12	)		3,894		(2	)
Total	$	4,948	$	(92	)	$	11,096	$	(212	)

2005
Debt
U.S. corporate	$	3,633	$	(131	)	$	2,584	$	(208	)
State and municipal		77		(2	)		-		-
Mortgage-backed		1,858		(22	)		1,190		(34	)
Asset-backed		1,494		(10	)		383		(9	)
Corporate - non-U.S.		221		(8	)		53		(2	)
U.S. government and federal agency		297		(5	)		-		-
Equity		76		(24	)		31		(9	)
Total	$	7,656	$	(202	)	$	4,241	$	(262	)

Our portfolio at December 31, 2006 and 2005, contained securities that had been, for 12 months or more, in an unrealized loss position for reasons other than changes in market interest rates. The level of this unrealized loss was insignificant, individually and in the aggregate, at December 31, 2006, reflecting improved pricing in the commercial aircraft Enhanced Equipment Trust Certificate market. We review all of our investment securities routinely for other than temporary impairment as described in note 1. In accordance with that policy, we have provided for all amounts that we did not expect either to collect in accordance with the contractual terms of the instruments or to recover based on underlying collateral values. We presently intend to hold our investment securities in an unrealized loss position at December 31, 2006, at least until we can recover their respective amortized cost and we have the ability to hold our debt securities until their maturities.

Contractual Maturities of our Investment in Debt Securities (Excluding Mortgage-Backed and Asset-Backed Securities)

(In millions)	Amortized cost		Estimated fair value

Due in
2007	$	1,832	$	1,826
2008-2011		4,766		4,784
2012-2016		3,470		3,545
2017 and later		15,950		16,964

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We expect actual maturities to differ from contractual maturities because borrowers have the right to call or prepay certain obligations.

Supplemental information about gross realized gains and losses on investment securities follows.

(In millions)	2006			2005			2004

Gains	$	313		$	509		$	371
Losses, including impairments		(181	)		(132	)		(149	)
Net	$	132		$	377		$	222

In the ordinary course of managing our investment securities portfolio, we may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield and liquidity requirements and the funding of claims and obligations to policyholders.

Proceeds from investment securities sales amounted to $12,156 million, $12,273 million and $9,104 million in 2006, 2005 and 2004, respectively, principally from the short-term nature of the investments that support the guaranteed investment contracts portfolio.

Note 6. Financing Receivables (investments in loans and financing leases)

December 31 (In millions)	2006			2005

Loans, net of deferred income	$	270,343		$	227,923
Investment in financing leases, net of deferred income		68,569			64,309
		338,912			292,232
Less allowance for losses (note 7)		(4,680	)		(4,593	)
Financing receivables - net	$	334,232		$	287,639

Included in the above are the financing receivables of consolidated, liquidating securitization entities as follows:

December 31 (In millions)	2006			2005

Loans, net of deferred income	$	11,399		$	15,868
Investment in financing leases, net of deferred income		134			769
		11,533			16,637
Less allowance for losses		(24	)		(22	)
Financing receivables - net	$	11,509		$	16,615

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Details of financing receivables - net follow.

December 31 (In millions)	2006			2005

GE Commercial Finance
Equipment and leasing	$	76,057		$	70,851
Commercial and industrial		49,222			41,402
Real estate		27,944			19,555
		153,223			131,808

GE Money
Non-U.S. residential mortgages		58,237			46,205
Non-U.S. installment and revolving credit		36,279			31,849
U.S. installment and revolving credit		29,007			21,963
Non-U.S. auto		25,088			22,803
Other		8,059			7,286
		156,670			130,106

GE Infrastructure^(a)(b)		21,200			19,124

Other^(c)		7,819			11,194
		338,912			292,232
Less allowance for losses		(4,680	)		(4,593	)
Total	$	334,232		$	287,639

(a)	Included loans and financing leases of $11,165 million and $11,192 million at December 31, 2006 and 2005, respectively, related to commercial aircraft at Aviation Financial Services and loans and financing leases of $7,574 million and $5,419 million at December 31, 2006 and 2005, respectively, related to Energy Financial Services.
(b)	Included only portions of the segment that are financial services businesses.
(c)	Included loans and financing leases of $6,853 million and $10,160 million at December 31, 2006 and 2005, respectively, related to certain consolidated, liquidating securitization entities.

Financing receivables include both loans and financing leases. Loans represent transactions in a variety of forms, including revolving charge and credit, mortgages, installment loans, intermediate-term loans and revolving loans secured by business assets. The portfolio includes loans carried at the principal amount on which finance charges are billed periodically, and loans carried at gross book value, which includes finance charges.

Investment in financing leases consists of direct financing and leveraged leases of aircraft, railroad rolling stock, autos, other transportation equipment, data processing equipment, medical equipment, commercial real estate and other manufacturing, power generation, and commercial equipment and facilities.

As the sole owner of assets under direct financing leases and as the equity participant in leveraged leases, we are taxed on total lease payments received and are entitled to tax deductions based on the cost of leased assets and tax deductions for interest paid to third-party participants. We are generally entitled to any residual value of leased assets.

Investment in direct financing and leveraged leases represents net unpaid rentals and estimated unguaranteed residual values of leased equipment, less related deferred income. We have no general obligation for principal and interest on notes and other instruments representing third-party participation related to leveraged leases; such notes and other instruments have not been included in liabilities but have been offset against the related

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rentals receivable. Our share of rentals receivable on leveraged leases is subordinate to the share of other participants who also have security interests in the leased equipment.

Net Investment in Financing Leases

	Total financing leases						Direct financing leases^(a)						Leveraged leases^(b)
December 31 (In millions)	2006			2005			2006			2005			2006			2005

Total minimum lease payments
receivable	$	88,598		$	86,436		$	64,637		$	60,594		$	23,961		$	25,842
Less principal and interest on
third-party nonrecourse debt		(17,309	)		(19,061	)		-			-			(17,309	)		(19,061	)
Net rentals receivable		71,289			67,375			64,637			60,594			6,652			6,781
Estimated unguaranteed residual
value of leased assets		10,062			9,379			7,068			6,260			2,994			3,119
Less deferred income		(12,782	)		(12,445	)		(9,634	)		(9,305	)		(3,148	)		(3,140	)
Investment in financing leases,
net of deferred income		68,569			64,309			62,071			57,549			6,498			6,760
Less amounts to arrive at net
investment
Allowance for losses		(392	)		(525	)		(370	)		(380	)		(22	)		(145	)
Deferred taxes		(8,314	)		(8,037	)		(3,410	)		(3,495	)		(4,904	)		(4,542	)
Net investment in financing leases	$	59,863		$	55,747		$	58,291		$	53,674		$	1,572		$	2,073

(a)	Included $654 million and $475 million of initial direct costs on direct financing leases at December 31, 2006 and 2005, respectively.
(b)	Included pre-tax income of $306 million and $248 million and income tax of $115 million and $96 million during 2006 and 2005, respectively. Net investment credits recognized during 2006 and 2005 were inconsequential.

Contractual Maturities

(In millions)	Total loans		Net rentals receivable

Due in
2007	$	89,651	$	18,422
2008		33,413		15,094
2009		25,731		11,637
2010		14,759		7,860
2011		17,893		5,244
2012 and later		88,896		13,032
Total	$	270,343	$	71,289

We expect actual maturities to differ from contractual maturities.

Individually “impaired” loans are defined by GAAP as larger balance or restructured loans for which it is probable that the lender will be unable to collect all amounts due according to original contractual terms of the loan agreement. An analysis of impaired loans follows.

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December 31 (In millions)	2006		2005

Loans requiring allowance for losses	$	1,346	$	1,479
Loans expected to be fully recoverable		497		451
	$	1,843	$	1,930

Allowance for losses	$	446	$	627
Average investment during year		1,860		2,118
Interest income earned while impaired^(a)		34		46

Recognized principally on cash basis.

Note 7. Allowance for Losses on Financing Receivables

(In millions)	2006			2005			2004

Balance at January 1
GE Commercial Finance	$	1,110		$	1,562		$	1,952
GE Money		3,234			3,473			3,984
GE Infrastructure^(a)		220			583			293
Other		29			30			27
		4,593			5,648			6,256

Provision charged to operations
GE Commercial Finance		121			293			327
GE Money		3,767			3,337			3,219
GE Infrastructure^(a)		(64	)		210			325
Other		15			1			17
		3,839			3,841			3,888

Other reductions, net		(5	)		(487	)		(74	)

Gross write-offs
GE Commercial Finance		(558	)		(892	)		(928	)
GE Money		(4,773	)		(4,447	)		(4,423	)
GE Infrastructure^(a)		(112	)		(572	)		(27	)
Other		(34	)		(48	)		(74	)
		(5,477	)		(5,959	)		(5,452	)

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(In millions)	2006		2005		2004

Recoveries
GE Commercial Finance		188		180		161
GE Money		1,533		1,359		846
GE Infrastructure^(a)		-		-		2
Other		9		11		21
		1,730		1,550		1,030

Balance at December 31
GE Commercial Finance		893		1,110		1,562
GE Money		3,715		3,234		3,473
GE Infrastructure^(a)		44		220		583
Other		28		29		30
Total	$	4,680	$	4,593	$	5,648

Included only portions of the segment that are financial services businesses.

See note 6 for amounts related to consolidated, liquidating securitization entities.

Selected Financing Receivables Ratios

December 31	2006		2005

Allowance for losses on financing receivables as a percentage of total financing
receivables
GE Commercial Finance	0.58	%	0.84	%
GE Money	2.37		2.49
GE Infrastructure^(a)	0.21		1.15
Other	0.36		0.26
Total	1.38		1.57

Nonearning financing receivables as a percentage of total financing receivables
GE Commercial Finance	1.0	%	1.0	%
GE Money	2.1		2.1
GE Infrastructure^(a)	-		0.1
Other	1.1		0.7
Total	1.5		1.4

(a)	Included only portions of the segment that are financial services businesses.

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Note 8. Buildings and Equipment

December 31 (Dollars in millions)	Estimated useful lives-new (years)		2006		2005

Original cost^(a)
Land, buildings and equipment	1-40	^(b)	$	5,447	$	5,543
Equipment leased to others
Aircraft	20			36,146		32,941
Vehicles	1-14			26,937		23,208
Mobile and modular space	12-25			4,059		2,889
Railroad rolling stock	5-36			3,509		3,327
Construction and manufacturing	2-25			1,932		1,609
All other	2-33			2,771		2,834
Total			$	80,801	$	72,351

Net carrying value^(a)
Land, buildings and equipment			$	3,012	$	3,116
Equipment leased to others
Aircraft^(c)				29,886		27,116
Vehicles				17,132		14,064
Mobile and modular space				2,546		1,496
Railroad rolling stock				2,395		2,188
Construction and manufacturing				1,291		1,088
All other				1,966		1,956
Total			$	58,228	$	51,024

(a)	Included $1,763 million and $1,935 million of original cost of assets leased to GE with accumulated amortization of $293 million and $298 million at December 31, 2006 and 2005, respectively.
(b)	Estimated useful lives exclude land.
(c)	The Aviation Financial Services business of GE Infrastructure recognized impairment losses of $51 million in 2006 and $295 million in 2005 recorded in the caption “Depreciation and amortization” in the Statement of Earnings to reflect adjustments to fair value based on current market values from independent appraisers.

Amortization of equipment leased to others was $5,839 million, $5,642 million and $5,365 million in 2006, 2005 and 2004, respectively. Noncancellable future rentals due from customers for equipment on operating leases at December 31, 2006, are as follows:

(In millions)

Due in
2007	$	8,253
2008		7,013
2009		5,744
2010		4,550
2011		3,322
2012 and later		9,647
Total	$	38,529

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Note 9. Intangible Assets

December 31 (In millions)	2006		2005

Goodwill	$	22,754	$	21,337
Intangible assets subject to amortization		3,214		2,454
Total	$	25,968	$	23,791

Changes in goodwill balances follow.

	2006
(In millions)	GE Commercial Finance			GE Money			GE Industrial^(a)				GE Infrastructure^(a)				Total

Balance January 1		$	10,621		$	9,184		$	1,406			$	126			$	21,337
Acquisitions/purchase accounting
adjustments			603			309			(37	)			39				914
Currency exchange and other			91			352			61				(1	)			503
Balance December 31		$	11,315		$	9,845		$	1,430			$	164			$	22,754

	2005
(In millions)	GE Commercial Finance				GE Money				GE Industrial^(a)				GE Infrastructure^(a)				Total

Balance January 1		$	10,141			$	9,860			$	1,459			$	130			$	21,590
Acquisitions/purchase accounting
adjustments			766				(24	)			(2	)			(4	)			736
Currency exchange and other			(286	)			(652	)			(51	)			-				(989	)
Balance December 31		$	10,621			$	9,184			$	1,406			$	126			$	21,337

Included only portions of the segment that are financial services businesses.

Goodwill balances increased $1,030 million in 2006 as a result of new acquisitions. The largest goodwill balance increases arose from acquisitions of Banque Artesia Nederland N.V., a subsidiary of Dexia Group ($340 million) and the custom fleet business of National Australia Bank Ltd. ($306 million) by GE Commercial Finance. Goodwill declined by $116 million related to purchase accounting adjustments to prior-year acquisitions during 2006.

Goodwill balances increased $950 million in 2005 as a result of new acquisitions. The largest goodwill balance increases arose from acquisitions of Antares Capital Corp. ($407 million), the Transportation Financial Services Group of CitiCapital ($226 million) and the Inventory Finance division of Bombardier Capital ($191 million) by GE Commercial Finance. Goodwill declined by $214 million related to purchase accounting adjustments to prior-year acquisitions during 2005, primarily associated with the 2004 acquisitions of Australian Financial Investment Group (AFIG) by GE Money and Sophia S.A. by GE Commercial Finance.

Upon closing an acquisition, we estimate the fair values of assets and liabilities acquired and consolidate the acquisition as quickly as possible. Given the time it takes to obtain pertinent information to finalize the acquired company’s balance sheet (frequently with implications for the price of the acquisition), then to adjust the acquired

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company’s accounting policies, procedures, books and records to our standards, it is often several quarters before we are able to finalize those initial fair value estimates. Accordingly, it is not uncommon for our initial estimates to be subsequently revised.

Intangible Assets Subject to Amortization

	2006									2005
December 31 (In millions)	Gross carrying amount			Accumulated amortization				Net		Gross carrying amount			Accumulated amortization				Net

Patents, licenses and
trademarks		$	467		$	(302	)	$	165		$	497		$	(272	)	$	225
Capitalized software			1,684			(981	)		703			1,477			(798	)		679
All other			3,591			(1,245	)		2,346			2,565			(1,015	)		1,550
Total		$	5,742		$	(2,528	)	$	3,214		$	4,539		$	(2,085	)	$	2,454

Amortization expense related to intangible assets subject to amortization was $627 million and $459 million for 2006 and 2005, respectively.

Note 10. Other Assets

December 31 (In millions)	2006		2005

Investments
Real estate^(a)	$	27,252	$	15,708
Assets held for sale^(b)		12,524		8,574
Associated companies		12,053		13,481
Cost method^(c)		2,348		2,280
Other		931		1,330
		55,108		41,373

Derivative instruments		1,982		1,556
Advances to suppliers		1,714		1,762
Deferred acquisition costs		1,380		1,471
Other		4,028		3,278
Total^(d)	$	64,212	$	49,440

(a)	Our investment in real estate consisted principally of two categories: real estate held for investment and equity method investments. Both categories contained a wide range of properties including the following at December 31, 2006: office buildings (54%), apartment buildings (16%), retail facilities (10%), industrial properties (5%), parking facilities (4%), franchise properties (2%) and other (9%). At December 31, 2006, investments were located in North America (39%), Europe (37%) and Asia (24%).
(b)	Assets were classified as held for sale on the date a decision was made to dispose of them through sale, securitization or other means. Such assets consisted primarily of real estate properties and mortgage and credit card receivables, and were accounted for at the lower of carrying amount or estimated fair value less costs to sell.
(c)	The fair value of and unrealized loss on those investments in a continuous loss position for less than 12 months in 2006 were $113 million and $25 million, respectively. The fair value of and unrealized loss on those investments in a continuous loss position for 12 months or more in 2006 were $38 million and $8 million, respectively. The fair value of and unrealized loss on those investments in a continuous loss position for less than 12 months in 2005 were $100 million and $31 million, respectively. The fair value of and unrealized loss on those investments in a continuous loss position for 12 months or more in 2005 were $22 million and $9 million, respectively.
(d)	Included $98 million in 2006 and $1,235 million in 2005 related to consolidated, liquidating securitization entities. See note 19.

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Note 11. Borrowings

Short-Term Borrowings

	2006				2005
			Average				Average
December 31 (Dollars in millions)	Amount		rate	(a)	Amount		rate	(a)

Commercial paper
U.S.
Unsecured	$	67,423	5.37	%	$	67,643	4.30	%
Asset-backed^(b)		6,430	5.35			9,267	4.21
Non-U.S.		26,328	4.38			20,456	3.47
Current portion of long-term debt^(c)(d)		44,553	4.86			41,792	4.05
GE Interest Plus notes^(e)		9,161	5.43			7,708	4.35
Other		19,421				10,806
Total	$	173,316			$	157,672

(a)	Based on year-end balances and year-end local currency interest rates. Current portion of long-term debt included the effects of related interest rate and currency swaps, if any, directly associated with the original debt issuance.
(b)	Entirely obligations of consolidated, liquidating securitization entities. See note 19.
(c)	Included short-term borrowings by consolidated, liquidating securitization entities of $697 million at December 31, 2005, which matured in 2006. See note 19.
(d)	Included $250 million of subordinated notes guaranteed by GE at December 31, 2005, which matured in 2006.
(e)	Entirely variable denomination floating rate notes.

Long-Term Borrowings

	2006
	Average
December 31 (Dollars in millions)	rate	(a)	Maturities	2006		2005

Senior notes
Unsecured	4.95	%	2008-2055	$	235,952	$	180,546
Asset-backed^(b)	5.83		2008-2035		5,810		6,845
Extendible notes	5.32		2009-2011		6,000		14,022
Subordinated notes^(c)	5.92		2009-2066		5,201		2,984
Total				$	252,963	$	204,397

(a)	Based on year-end balances and year-end local currency interest rates, including the effects of related interest rate and currency swaps, if any, directly associated with the original debt issuance.
(b)	Included $4,684 million and $6,845 million of asset-backed senior notes, issued by consolidated, liquidating securitization entities at December 31, 2006 and 2005, respectively. See note 19.
(c)	Included $750 million of subordinated notes guaranteed by GE at December 31, 2006 and 2005.

Our borrowings are addressed below from the perspectives of liquidity, interest rate and currency risk management. Additional information about borrowings and associated swaps can be found in note 18.

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Liquidity is affected by debt maturities and our ability to repay or refinance such debt. Long-term debt maturities, including borrowings from GE, over the next five years follow.

(In millions)

2007			2008			2009		2010		2011

$	44,553	^(a)	$	53,431	(b)	$	44,144	$	34,282	$	21,062

(a)	Floating rate extendible notes of $256 million are due in 2007, but are extendible at the option of the investors to a final maturity in 2008. Fixed and floating rate notes of $975 million contain put options with exercise dates in 2007, and which have final maturity dates in 2008 ($350 million), 2009 ($100 million) and beyond 2012 ($525 million).
(b)	Floating rate extendible notes of $6,000 million are due in 2008, of which $2,000 million are extendible at the option of the investors to a final maturity in 2009, and $4,000 million are extendible to a final maturity in 2011.

Committed credit lines totaling $59.9 billion had been extended to us by 75 banks at year-end 2006. Included in this amount was $50.4 billion provided directly to us and $9.5 billion provided by 16 banks to GE, to which we also have access. Our lines include $28.6 billion of revolving credit agreements under which we can borrow funds for periods exceeding one year. The remaining $31.3 billion are 364-day lines of which $31.2 billion contain a term-out feature that allows us to extend the borrowings for one year from the date of expiration of the lending agreement. We pay banks for credit facilities, but compensation amounts were insignificant in each of the past three years.

Interest rate and currency risk is managed through the direct issuance of debt or use of derivatives. We take positions in view of anticipated behavior of assets, including prepayment behavior. We use a variety of instruments, including interest rate and currency swaps and currency forwards, to achieve our interest rate objectives.

The following table provides additional information about derivatives designated as hedges of borrowings in accordance with SFAS 133, Accounting for Derivative Instruments and Hedging Activities, as amended.

Derivative Fair Values by Activity/Instrument

December 31 (In millions)	2006			2005

Cash flow hedges	$	763		$	726
Fair value hedges		(147	)		(39	)
Total	$	616		$	687

Interest rate swaps	$	(860	)	$	(423	)
Currency swaps		1,476			1,110
Total	$	616		$	687

We regularly assess the effectiveness of all other hedge positions using a variety of techniques, including cumulative dollar offset and regression analysis, depending on which method was selected at inception of the respective hedge. Adjustments related to fair value hedges decreased the carrying amount of debt outstanding at December 31, 2006, by $111 million. At December 31, 2006, the maximum term of derivative instruments that hedge forecasted transactions was 29 years and related to hedges of long-term, non-U.S. dollar denominated fixed rate debt. See note 18.

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Note 12. Investment Contracts, Insurance Liabilities and Insurance Annuity Benefits

December 31 (In millions)	2006		2005

Investment contracts	$	5,089	$	6,034
Guaranteed investment contracts of SPEs		11,870		11,685
Total investment contracts		16,959		17,719

Life insurance benefits^(a)		14,054		13,220
Unpaid claims and claims adjustment expenses		2,714		1,707
Unearned premiums		740		401
Universal life benefits		340		340
Total	$	34,807	$	33,387

Life insurance benefits are accounted for mainly by a net-level-premium method using estimated yields generally ranging from 3.0% to 8.5% in both 2006 and 2005.

When insurance affiliates cede insurance to third parties, they are not relieved of their primary obligation to policyholders. Losses on ceded risks give rise to claims for recovery; we establish allowances for probable losses on such receivables from reinsurers as required.

We recognize reinsurance recoveries as a reduction of the Statement of Earnings caption “Investment contracts, insurance losses and insurance annuity benefits.” Reinsurance recoveries were $162 million, $183 million and $223 million for the years ended December 31, 2006, 2005 and 2004, respectively.

Note 13. Income Taxes

The provision for income taxes is summarized in the following table.

(In millions)	2006		2005			2004

Current tax expense	$	266	$	1,938		$	1,497
Deferred tax expense (benefit) from temporary differences		1,108		(653	)		226
	$	1,374	$	1,285		$	1,723

We are included in the consolidated U.S. federal income tax return which GE Company files. The provision for current tax expense includes our effect on the consolidated return.

Current tax expense includes amounts applicable to U.S. federal income taxes of $(435) million, $867 million and $(317) million in 2006, 2005 and 2004, respectively, and amounts applicable to non-U.S. jurisdictions of $554 million, $862 million and $1,539 million in 2006, 2005 and 2004, respectively. Deferred taxes related to U.S. federal income taxes were an expense of $797 million in 2006 and benefits of $197 million and $53 million in 2005 and 2004, respectively.

U.S. earnings from continuing operations before income taxes were $3,364 million in 2006, $3,445 million in 2005 and $2,757 million in 2004. The corresponding amounts for non-U.S.-based operations were $8,505 million in 2006, $7,367 million in 2005 and $7,135 million in 2004.

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Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and tax credit carryforwards, and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. We evaluate the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies.

We have not provided U.S. deferred taxes on cumulative earnings of non-U.S. affiliates and associated companies that have been reinvested indefinitely. These earnings relate to ongoing operations and, at December 31, 2006, were approximately $30 billion. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were not reinvested indefinitely. Deferred taxes are provided for earnings of non-U.S. affiliates and associated companies when we plan to remit those earnings.

A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate is provided below.

Reconciliation of U.S. Federal Statutory Income Tax Rate to Actual Income Tax Rate

	2006		2005		2004

U.S. federal statutory income tax rate	35.0	%	35.0	%	35.0	%
Increase (reduction) in rate resulting from
Tax on global activities including exports	(21.6	)	(21.7	)	(14.5	)
U.S. business credits	(2.1	)	(2.5	)	(2.3	)
All other - net	0.3		1.1		(0.8	)
	(23.4	)	(23.1	)	(17.6	)
Actual income tax rate	11.6	%	11.9	%	17.4	%

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Principal components of our net liability representing deferred income tax balances are as follows:

December 31 (In millions)	2006		2005

Assets
Allowance for losses	$	1,763	$	2,025
Non-U.S. loss carryforwards^(a)		835		688
Cash flow hedges		226		372
Other - net		5,739		3,124
Total deferred income tax assets		8,563		6,209

Liabilities
Financing leases		8,314		8,037
Operating leases		4,327		4,024
Intangible assets		1,278		1,195
Other - net		6,861		5,428
Total deferred income tax liabilities		20,780		18,684

Net deferred income tax liability	$	12,217	$	12,475

Net of valuation allowances of $203 million and $132 million for 2006 and 2005, respectively. Of the net deferred tax asset as of December 31, 2006, of $835 million, $24 million relates to net operating loss carryforwards that expire in various years ending from December 31, 2007, through December 31, 2009, $335 million relates to net operating losses that expire in various years ending from December 31, 2010, through December 31, 2021, and $476 million relates to net operating loss carryforwards that may be carried forward indefinitely.

Note 14. Minority Interest in Equity of Consolidated Affiliates

Minority interest in equity of consolidated affiliates includes common shares in consolidated affiliates and preferred stock issued by GE Capital and by affiliates of GE Capital. Preferred shares that we are required to redeem at a specified or determinable date are classified as liabilities. The balance is summarized as follows:

December 31 (In millions)	2006		2005

Minority interest in consolidated affiliates^(a)	$	723	$	864
Minority interest in preferred stock^(b)
GE Capital		-		70
GE Capital affiliates		1,232		1,314
	$	1,955	$	2,248

(a)	Included minority interest in partnerships, common shares of consolidated affiliates and consolidated, liquidating securitization entities.
(b)	The preferred stock primarily pays cumulative dividends at variable rates. Dividend rates in local currency on the preferred stock ranged from 3.28% to 5.49% during 2006 and 1.94% to 5.38% during 2005.

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Note 15. Shareowner’s Equity

(In millions)	2006			2005			2004

Cumulative preferred stock issued	$	10		$	10		$	10

Common stock issued	$	1		$	1		$	1

Accumulated nonowner changes other than earnings
Balance at January 1	$	3,519		$	6,863		$	3,999
Investment securities - net of deferred taxes
of $101, $(301) and $537		273			(240	)		746
Currency translation adjustments - net of deferred taxes
of $(1,476), $691 and $(1,271)		2,682			(2,817	)		2,538
Cash flow hedges - net of deferred taxes
of $75, $336 and $(69)		585			557			(56	)
Benefit plans - net of deferred taxes
of $(74), $2 and $(42)^(a)		(99	)		(29	)		(109	)
Reclassification adjustments
Investment securities - net of deferred taxes
of $(233), $(189) and $(142)		(433	)		(351	)		(265	)
Currency translation adjustments		(132	)		-			-
Cash flow hedges - net of deferred taxes
of $(65), $(257) and $(34)		(413	)		(464	)		10
Balance at December 31^(b)(c)	$	5,982		$	3,519		$	6,863

Additional paid-in capital
Balance at January 1	$	12,376		$	12,360		$	12,258
Contributions^(d)		151			16			102
Balance at December 31	$	12,527		$	12,376		$	12,360

Retained earnings
Balance at January 1	$	34,906		$	35,145		$	29,522
Net earnings		10,658			7,577			8,728
Dividends^(d)		(9,987	)		(7,816	)		(3,105	)
Balance at December 31	$	35,577		$	34,906		$	35,145

Total equity
Balance at December 31	$	54,097		$	50,812		$	54,379

(a)	The 2006 change includes transition effect related to adoption of SFAS 158 of $(119) million, net of taxes of $(58) million. See note 1 for further information regarding SFAS 158.
(b)	Included accumulated nonowner changes related to discontinued operations of $(9) million, $652 million and $1,878 million at December 31, 2006, 2005 and 2004, respectively.
(c)	At December 31, 2006, included reductions of equity of $838 million related to hedges of our investments in subsidiaries that have functional currencies other than the U.S. dollar and $171 million related to cash flow hedges of forecasted transactions, of which we expect to transfer $217 million to earnings in 2007 along with the earnings effects of the related forecasted transaction.
(d)	Total dividends and other transactions with shareowner reduced equity by $9,836 million, $7,800 million and $3,003 million in 2006, 2005 and 2004, respectively.

Our outstanding preferred stock amounted to $510 million at December 31, 2006, all of which was held by a consolidated affiliate with the exception of $10 million of such shares, which were dividended to GE Company in 1994. All other equity is owned entirely by GE Company and an affiliate.

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Certain of our consolidated affiliates are restricted from remitting certain funds to us in the form of dividends or loans by a variety of regulations or statutory requirements. At December 31, 2006, restricted net assets of these affiliates amounted to $20.5 billion.

At December 31, 2006 and 2005, the aggregate statutory capital and surplus of the insurance activities and discontinued insurance operations totaled $1.7 billion and $9.8 billion, respectively. Accounting practices prescribed by statutory authorities are used in preparing statutory statements.

Note 16. Supplemental Cash Flows Information

Changes in operating assets and liabilities are net of acquisitions and dispositions of principal businesses.

Amounts reported in the “Payments for principal businesses purchased” line in the Statement of Cash Flows is net of cash acquired and included debt assumed and immediately repaid in acquisitions.

Amounts reported in the “All other operating activities” line in the Statement of Cash Flows consists primarily of adjustments to current and noncurrent accruals and deferrals of costs and expenses, adjustments for gains and losses on assets, increases and decreases in assets held for sale and adjustments to assets.

In 2006, we had a significant non-cash transaction in connection with our sale of GE Insurance Solutions; Swiss Re assumed $1,700 million of debt, and GE received $2,238 million of newly issued Swiss Re common stock. See note 2.

Certain supplemental information related to our cash flows is shown below.

December 31 (In millions)	2006			2005			2004

All other operating activities
Net change in assets held for sale	$	(1,578	)	$	2,192		$	84
Amortization of intangible assets		627			459			519
Realized gains on sale of investment securities		(146	)		(377	)		(222	)
Other		1,056			(871	)		(548	)
	$	(41	)	$	1,403		$	(167	)

Net increase in financing receivables
Increase in loans to customers	$	(376,050	)	$	(315,697	)	$	(342,357	)
Principal collections from customers - loans		300,150			267,728			305,846
Investment in equipment for financing leases		(25,618	)		(23,508	)		(22,649	)
Principal collections from customers - financing leases		18,791			21,770			19,715
Net change in credit card receivables		(25,790	)		(21,391	)		(20,651	)
Sales of financing receivables		67,471			54,144			44,816
	$	(41,046	)	$	(16,954	)	$	(15,280	)

All other investing activities
Purchases of securities by insurance activities	$	(11,891	)	$	(8,825	)	$	(6,472	)
Dispositions and maturities of securities by insurance activities		11,635			10,792			8,922
Other assets - investments		(6,242	)		(919	)		(386	)
Other		943			(3,754	)		2,092
	$	(5,555	)	$	(2,706	)	$	4,156

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December 31 (In millions)	2006			2005			2004

Newly issued debt having maturities longer than 90 days
Short-term (91 to 365 days)	$	1,237		$	4,675		$	3,940
Long-term (longer than one year)		86,026			60,176			53,641
Proceeds - nonrecourse, leveraged lease		1,015			203			562
	$	88,278		$	65,054		$	58,143

Repayments and other reductions of debt having maturities
longer than 90 days
Short-term (91 to 365 days)	$	(42,271	)	$	(38,132	)	$	(41,443	)
Long-term (longer than one year)		(5,578	)		(10,746	)		(3,443	)
Principal payments - nonrecourse, leveraged lease		(1,404	)		(831	)		(652	)
	$	(49,253	)	$	(49,709	)	$	(45,538	)

All other financing activities
Proceeds from sales of investment contracts	$	16,418		$	15,806		$	11,170
Redemption of investment contracts		(17,603	)		(16,934	)		(14,474	)
Other		11			-			-
	$	(1,174	)	$	(1,128	)	$	(3,304	)

Note 17. Operating Segments

Revenues

	Total revenues						Intersegment revenues									External revenues
(In millions)	2006		2005		2004		2006			2005			2004			2006		2005		2004

GE Commercial Finance	$	23,792	$	20,646	$	19,524	$	164		$	204		$	279		$	23,628	$	20,442	$	19,245
GE Money		21,759		19,416		15,734		37			52			33			21,722		19,364		15,701
GE Industrial^(a)		7,061		6,627		6,571		16			17			13			7,045		6,610		6,558
GE Infrastructure^(a)		6,017		5,044		4,305		6			-			2			6,011		5,044		4,303
GECS corporate items
and eliminations		4,973		5,818		6,570		(223	)		(273	)		(327	)		5,196		6,091		6,897
Total	$	63,602	$	57,551	$	52,704	$	-		$	-		$	-		$	63,602	$	57,551	$	52,704

(a)	Included only portions of the segment that are financial services businesses.

Revenues originating from operations based in the United States were $32,742 million, $30,117 million and $28,223 million in 2006, 2005 and 2004, respectively. Revenues originating from operations based outside the United States were $30,860 million, $27,434 million and $24,481 million in 2006, 2005 and 2004, respectively.

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	Depreciation and amortization For the years ended December 31						Provision for income taxes
(In millions)	2006		2005		2004		2006			2005			2004

GE Commercial Finance	$	3,188	$	2,648	$	2,772	$	893		$	971		$	1,144
GE Money		438		393		334		389			529			449
GE Industrial^(a)		1,982		1,912		1,876		61			64			(124	)
GE Infrastructure^(a)		1,421		1,439		1,122		199			(202	)		62
GECS corporate items and eliminations		114		86		146		(168	)		(77	)		192
Total	$	7,143	$	6,478	$	6,250	$	1,374		$	1,285		$	1,723

(a)	Included only portions of the segment that are financial services businesses.

	Interest on loans						Interest expense
(In millions)	2006		2005		2004		2006		2005		2004

GE Commercial Finance	$	7,366	$	6,032	$	5,704	$	7,878	$	5,893	$	4,720
GE Money		14,112		13,086		10,619		6,766		5,443		3,564
GE Industrial^(a)		10		10		12		609		536		526
GE Infrastructure^(a)		686		541		391		2,067		1,706		1,436
GECS corporate items and eliminations		394		427		588		761		645		835
Total	$	22,568	$	20,096	$	17,314	$	18,081	$	14,223	$	11,081

(a)	Included only portions of the segment that are financial services businesses.

	Assets^(b)(c) At December 31						Buildings and equipment additions^(d) For the years ended December 31
(In millions)	2006		2005		2004		2006		2005		2004

GE Commercial Finance	$	233,536	$	190,546	$	184,388	$	7,056	$	5,426	$	4,573
GE Money		190,403		158,829		151,255		238		189		217
GE Industrial^(a)		19,365		17,438		17,888		3,836		3,366		3,060
GE Infrastructure^(a)		60,658		53,852		50,921		3,375		2,874		3,121
GECS corporate items and eliminations		60,706		119,919		214,162		54		13		40
Total	$	564,668	$	540,584	$	618,614	$	14,559	$	11,868	$	11,011

(a)	Included only portions of the segment that are financial services businesses.
(b)	Total assets of the GE Commercial Finance, GE Money, GE Industrial and GE Infrastructure segments at December 31, 2006, include investments in and advances to associated companies of $1,514 million, $7,354 million, $37 million and $3,148 million, respectively, which contributed approximately $393 million, $745 million, an insignificant amount and $940 million, respectively, to segment pre-tax income for the year ended December 31, 2006.
(c)	Assets of discontinued operations are included in GECS corporate items and eliminations for all periods presented.
(d)	Additions to buildings and equipment include amounts relating to principal businesses purchased.

Buildings and equipment associated with operations based in the United States were $17,875 million, $16,633 million and $16,191 million at year-end 2006, 2005 and 2004, respectively. Buildings and equipment associated

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with operations based outside the United States were $40,353 million, $34,391 million and $30,155 million at year-end 2006, 2005 and 2004, respectively.

Basis for presentation

Our operating businesses are organized based on the nature of markets and customers. Segment accounting policies are the same as described in note 1.

Details of segment profit by operating segment can be found in the Summary of Operating Segments table on page 15 of this report.

Note 18. Financial Instruments

	2006								2005
			Assets (liabilities)								Assets (liabilities)
December 31 (In millions)	Notional amount		Carrying amount (net)			Estimated fair value			Notional amount		Carrying amount (net)			Estimated fair value
Assets
Loans	$	^(a)	$	266,055		$	265,578		$	^(a)	$	223,855		$	224,259
Other commercial and
residential mortgages
held for sale		^(a)		7,296			7,439			^(a)		6,696			6,696
Other financial instruments^(b)		^(a)		3,714			4,158			^(a)		4,138			4,494
Liabilities
Borrowings^(c)(d)		^(a)		(426,279	)		(432,275	)		^(a)		(362,069	)		(369,972	)
Investment contract benefits		^(a)		(5,089	)		(5,080	)		^(a)		(6,034	)		(6,020	)
Insurance - credit life^(e)		2,634		(81	)		(61	)		2,365		(8	)		(8	)

(a)	These financial instruments do not have notional amounts.
(b)	Principally cost method investments.
(c)	Included effects of interest rate and cross-currency swaps.
(d)	See note 11.
(e)	Net of reinsurance of $840 million and $292 million at December 31, 2006 and 2005, respectively.

Assets and liabilities not carried at fair value in our Statement of Financial Position are discussed below. Apart from certain of our borrowings and certain marketable securities, few of the instruments discussed below are actively traded and their fair values must often be determined using financial models. Realization of the fair value of these instruments depends upon market forces beyond our control, including marketplace liquidity. Therefore, the disclosed fair values may not be indicative of net realizable value or reflect future fair values.

A description of how we estimate fair values follows.

Loans

Based on quoted market prices, recent transactions and/or discounted future cash flows, using rates at which similar loans would have been made to similar borrowers.

Borrowings

Based on discounted future cash flows using current market rates which are comparable to market quotes.

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Investment contract benefits

Based on expected future cash flows, discounted at currently offered rates for immediate annuity contracts or cash surrender values for single premium deferred annuities.

All other instruments

Based on comparable market transactions, discounted future cash flows, quoted market prices, and/or estimates of the cost to terminate or otherwise settle obligations. The fair values of our cost method investments that are not exchange traded represent our best estimates of amounts we could have received other than on a forced or liquidation basis.

Assets and liabilities that are reflected in the accompanying financial statements at fair value are not included in the above disclosures; such items include cash and equivalents, investment securities and derivative financial instruments.

Additional information about certain categories in the table above follows.

Residential mortgages

Residential mortgage products amounting to $13,325 million (23% of all residential mortgages) and $12,633 million (27% of all residential mortgages) at December 31, 2006 and 2005, respectively, were either high loan-to-value, those permitting interest-only payments or those with below market introductory rates. We originate such loans either for our portfolio or for sale in secondary markets. The portfolio was geographically diverse, with Europe and North America the most significant market segments.

Insurance - credit life

Certain insurance affiliates, primarily in GE Money, issue credit life insurance designed to pay the balance due on a loan if the borrower dies before the loan is repaid. As part of our overall risk management process, we cede to third parties a portion of this associated risk, but are not relieved of our primary obligation to policyholders.

Loan Commitments

	Notional amount
December 31 (In millions)	2006		2005

Ordinary course of business lending commitments^(a)
Fixed rate	$	3,186	$	4,188
Variable rate		9,515		6,068
Unused revolving credit lines^(b)
Commercial
Fixed rate		868		779
Variable rate		24,095		20,779
Consumer - principally credit cards
Fixed rate		136,920		170,367
Variable rate		341,656		281,113

(a)	Excluded investment commitments of $2,881 million and $1,418 million as of December 31, 2006 and 2005, respectively.
(b)	Excluded inventory financing arrangements, which may be withdrawn at our option, of $11,044 million and $11,383 million as of December 31, 2006 and 2005, respectively.

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Derivatives and hedging

We conduct our business activities in diverse markets around the world, including countries where obtaining local funding is sometimes inefficient. The nature of our activities exposes us to changes in interest rates and currency exchange rates. We manage such risks using straightforward techniques including debt whose terms correspond to terms of the funded assets, as well as combinations of debt and derivatives that achieve our objectives. We also are exposed to various commodity price risks and address certain of these risks with commodity contracts. We value derivatives that are not exchange-traded with internal market-based valuation models. When necessary, we also obtain information from our derivative counterparties to validate our models and to value the few products that our internal models do not address.

We use interest rate swaps, currency derivatives and commodity derivatives to reduce the variability of expected future cash flows associated with variable rate borrowings and commercial purchase and sale transactions, including commodities. We use interest rate swaps, currency swaps and interest rate and currency forwards to hedge the fair value effects of interest rate and currency exchange rate changes on local and nonfunctional currency denominated fixed-rate borrowings and certain types of fixed-rate assets. We use currency swaps and forwards to protect our net investments in global operations conducted in non-U.S. dollar currencies. We intend all of these positions to qualify as hedges and to be accounted for as hedges.

We use swaps, futures and option contracts, including caps, floors and collars, as economic hedges of changes in interest rates, currency exchange rates and equity prices on certain types of assets and liabilities. We sometimes use credit default swaps to hedge the credit risk of various counterparties with which we have entered into loan or leasing arrangements. We occasionally obtain equity warrants as part of sourcing or financing transactions. Although these instruments are derivatives, their economic risks are similar to, and managed on the same basis as, risks of other equity instruments we hold. These instruments are marked to market through earnings.

Earnings effects of derivatives designated as hedges

At December 31, 2006, approximately 57% of our total interest rate swaps accounted for as hedges were exempt from ongoing tests of effectiveness. The following table provides information about the earnings effects of derivatives designated and qualifying as hedges, but not qualifying for the assumption of no ineffectiveness.

Pre-tax Gains (Losses)

December 31 (In millions)	2006			2005			2004

Cash flow hedges
Ineffectiveness	$	10		$	(27	)	$	21
Amounts excluded from the measure of effectiveness		(16	)		(5	)		(6	)

Fair value hedges
Ineffectiveness		(47	)		4			13
Amounts excluded from the measure of effectiveness		33			(8	)		3

Additional information regarding the use of derivatives is provided in note 11 and note 15.

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Counterparty credit risk

We manage counterparty credit risk, the risk that counterparties will default and not make payments to us according to the terms of the agreements, on an individual counterparty basis. Thus, when a legal right of offset exists, we net certain exposures by counterparty and include the value of collateral to determine the amount of ensuing exposure. When net exposure to a counterparty, based on the current market values of agreements and collateral, exceeds credit exposure limits (see following table), we take action to reduce exposure. Such actions include prohibiting additional transactions with the counterparty, requiring collateral from the counterparty (as described below) and terminating or restructuring transactions.

Swaps are required to be executed under master agreements containing mutual credit downgrade provisions that provide the ability to require assignment or termination in the event either party is downgraded below A3 or A-. In certain cases we have entered into collateral arrangements that provide us with the right to hold collateral (cash or U.S. Treasury or other highly-rated securities) when the current market value of derivative contracts exceeds a specified limit. We evaluate credit risk exposures and compliance with credit exposure limits net of such collateral.

Fair values of our derivatives assets and liabilities represent the replacement value of existing derivatives at market prices and can change significantly from period to period based on, among other factors, market movements and changes in our positions. At December 31, 2006, our exposure to counterparties, after consideration of netting arrangements and collateral, was about $1,200 million.

Following is our policy relating to initial credit rating requirements and to exposure limits to counterparties.

Counterparty Credit Criteria

	Credit rating
	Moody’s	S&P

Foreign exchange forwards and other derivatives less than one year	P-1	A-1
All derivatives between one and five years	Aa3^(a)	AA-^(a)
All derivatives greater than five years	Aaa^(a)	AAA^(a)

(a)	Counterparties that have an obligation to provide collateral to cover credit exposure in accordance with a credit support agreement must have a minimum A3/A- rating.

Exposure^(a)

For derivatives with maturities less than one year, counterparties are permitted to have unsecured exposure up to $150 million with a minimum

rating of A-1/P-1.

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Note 19. Securitization Entities

We securitize financial assets in the ordinary course of business to improve shareowner returns. The securitization transactions we engage in are similar to those used by many financial institutions. Beyond improving returns, these securitization transactions serve as funding sources for a variety of diversified lending and securities transactions. Historically, we have used both GE-supported and third-party entities to execute securitization transactions funded in the commercial paper and term bond markets.

Securitized assets that are on-balance sheet include assets consolidated upon adoption of FIN 46, Consolidation of Variable Interest Entities (the predecessor to FIN 46R). Although we do not control these entities, consolidation was required because we provided a majority of the credit and liquidity support for their activities. A majority of these entities were established to issue asset-backed securities, using assets that were sold by us and by third parties. These entities differ from others included in our consolidated financial statements because the assets they hold are legally isolated and are unavailable to us under any circumstances. Repayment of their liabilities depends primarily on cash flows generated by their assets. Because we have ceased transferring assets to these entities, balances will decrease as the assets repay. We refer to these entities as “consolidated, liquidating securitization entities.”

The following table represents assets in securitization entities, both consolidated and off-balance sheet.

December 31 (In millions)	2006		2005

Receivables secured by
Equipment	$	9,590	$	12,949
Commercial real estate		11,324		13,010
Residential real estate		7,329		8,882
Other assets		14,743		12,869
Credit card receivables		12,947		10,039
Trade receivables		176		-
Total securitized assets	$	56,109	$	57,749

December 31 (In millions)	2006		2005

Off-balance sheet^(a)(b)	$	44,462	$	39,845
On-balance sheet^(c)		11,647		17,904
Total securitized assets	$	56,109	$	57,749

(a)	At December 31, 2006 and 2005, liquidity support amounted to $753 million and $1,931 million, respectively. These amounts are net of $3,034 million and $3,786 million, respectively, participated or deferred beyond one year. Credit support amounted to $3,815 million and $5,988 million at December 31, 2006 and 2005, respectively.
(b)	Liabilities for recourse obligations related to off-balance sheet assets were $27 million and $93 million at December 31, 2006 and 2005, respectively.
(c)	At December 31, 2006 and 2005, liquidity support amounted to $6,585 million and $10,044 million, respectively. For December 31, 2005, this amount is net of $138 million participated or deferred beyond one year. No amounts have been participated or deferred beyond one year at December 31, 2006. Credit support amounted to $2,926 million and $4,780 million at December 31, 2006 and 2005, respectively.

The portfolio of financing receivables consisted of loans and financing lease receivables secured by equipment, commercial and residential real estate and other assets; credit card receivables; and trade receivables. Examples of these assets include loans and leases on manufacturing and transportation equipment, loans on commercial property,

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commercial loans, and balances of high credit quality accounts from sales of a broad range of products and services to a diversified customer base.

Assets in consolidated, liquidating securitization entities are shown in the following captions in the Statement of Financial Position.

December 31 (In millions)	2006		2005

Financing receivables - net (note 6)	$	11,509	$	16,615
Other		138		1,289
Total	$	11,647	$	17,904

Off-balance sheet arrangements

We engage in off-balance sheet securitization transactions with third-party entities and use public market term securitizations. As discussed above, assets in off-balance sheet securitization entities amounted to $44.5 billion and $39.8 billion at December 31, 2006 and 2005, respectively. Gross securitization gains amounted to $1,199 million in 2006 compared with $939 million in 2005 and $1,195 million in 2004.

Amounts recognized in our financial statements related to sales to off-balance sheet securitization entities are as follows:

December 31 (In millions)	2006			2005

Retained interests	$	4,294		$	3,905
Servicing assets		9			29
Recourse liability		(27	)		(93	)
Total	$	4,276		$	3,841

Retained interests. When we securitize receivables, we determine fair value of retained interests based on discounted cash flow models that incorporate, among other things, assumptions about loan pool credit losses, prepayment speeds and discount rates. These assumptions are based on our experience, market trends and anticipated performance related to the particular assets securitized. We classify retained interests in securitized receivables as investment securities and mark them to fair value each reporting period, updating our models for current assumptions. These assets decrease as cash is received in payment. When the carrying amounts exceed fair value, we evaluate whether the unrealized loss is other than temporary and, if so, record any indicated loss in earnings currently.

Servicing assets. Following a securitization transaction, we also may provide servicing for a market-based fee based on remaining outstanding principal balances. Servicing assets are primarily associated with residential mortgage loans. Their value is subject to credit, prepayment and interest rate risk.

•	Recourse liability. Certain transactions involve credit support agreements. As a result, we provide for expected credit losses at amounts that approximate fair value.

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The following table summarizes data related to securitization sales that we completed during 2006 and 2005.

(Dollars in millions)	Equipment			Commercial real estate			Credit card receivables			Other assets

2006
Cash proceeds from securitization	$	2,784		$	4,427		$	5,251		$	7,782
Proceeds from collections
reinvested in new receivables		-			-			16,360			30,584
Cash received on retained interests		236			80			2,307			341
Cash received from servicing and
other sources		45			26			219			126
Weighted average lives (in months)		23			75			7			39

Assumptions as of sale date^(a)
Discount rate		8.3	%		12.8	%		12.0	%		12.6	%
Prepayment rate		10.4			7.6			12.5			20.2
Estimate of credit losses		1.4			0.5			6.8			0.8

Based on weighted averages.

(Dollars in millions)	Equipment			Commercial real estate			Credit card receivables			Other assets

2005
Cash proceeds from securitization	$	3,702		$	5,571		$	6,985		$	4,705
Proceeds from collections
reinvested in new receivables		-			-			10,067			27,697
Cash received on retained interests		190			69			1,644			10
Cash received from servicing and
other sources		75			36			155			91
Weighted average lives (in months)		37			80			8			35

Assumptions as of sale date^(a)
Discount rate		8.8	%		13.4	%		11.7	%		12.6	%
Prepayment rate		8.8			6.5			12.6			21.2
Estimate of credit losses		2.3			0.8			7.5			0.6

Based on weighted averages.

Key assumptions used in measuring the fair value of retained interests in securitizations and the sensitivity of the current fair value of residual cash flows to changes in those assumptions related to all outstanding retained interests as of December 31, 2006, are noted in the following table.

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(Dollars in millions)	Equipment			Commercial real estate			Credit card receivables			Other assets

Discount rate^(a)		8.9	%		13.2	%		11.2	%		6.6	%
Effect of
10% Adverse change	$	(10	)	$	(19	)	$	(15	)	$	(6	)
20% Adverse change		(21	)		(35	)		(30	)		(13	)
Prepayment rate^(a)		11.7	%		3.0	%		12.0	%		13.2	%
Effect of
10% Adverse change	$	(5	)	$	(7	)	$	(59	)	$	(13	)
20% Adverse change		(9	)		(13	)		(110	)		(22	)
Estimate of credit losses^(a)		2.3	%		0.8	%		6.6	%		0.3	%
Effect of
10% Adverse change	$	(7	)	$	(6	)	$	(48	)	$	(9	)
20% Adverse change		(14	)		(8	)		(95	)		(17	)
Remaining weighted
average lives (in months)		31			47			8			18
Net credit losses	$	58		$	-		$	576		$	8
Delinquencies		121			13			437			315

Based on weighted averages.

Note 20. Commitments and Guarantees

Commitments, including guarantees

The Aviation Financial Services business of GE Infrastructure had placed multiple-year orders for various Boeing, Airbus and other aircraft with list prices approximating $14,019 million at December 31, 2006.

At December 31, 2006, we were committed under the following guarantee arrangements beyond those provided on behalf of securitization entities. See note 19.

Liquidity support. Liquidity support provided to holders of certain variable rate bonds issued by municipalities amounted to $1,093 million at December 31, 2006. If holders elect to sell supported bonds that cannot be remarketed, we are obligated to repurchase them at par. If called upon, our position would be secured by the repurchased bonds. While we hold any such bonds, we would receive interest payments from the municipalities at a rate that is in excess of the stated rate on the bond. To date, we have not been required to perform under such arrangements and our existing liquidity support will decrease $1,033 million in 2007 and the remaining $60 million by the end of 2008 as the underlying variable rate bonds reach their maturity date. We are currently not providing any such new liquidity facilities.

Credit support. We have provided $6,268 million of credit support on behalf of certain customers or associated companies, predominantly joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees. These arrangements enable these customers and associated companies to execute transactions or obtain desired financing arrangements with third parties. Should the customer or associated company fail to perform under the terms of the transaction or financing arrangement, we would be required to perform on their behalf. Under most such arrangements, our guarantee is secured, usually by the asset being purchased or financed, but possibly by certain other assets of the customer or associated company. The length of these credit support arrangements parallels the length

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Indemnification agreements. These are agreements that require us to fund up to $413 million under residual value guarantees on a variety of leased equipment and $816 million of other indemnification commitments arising primarily from sales of businesses or assets. Under most of our residual value guarantees, our commitment is secured by the leased asset at termination of the lease. The liability for these indemnification agreements was $21 million at December 31, 2006.

Contingent consideration. These are agreements to provide additional consideration in a business combination to the seller if contractually specified conditions related to the acquired entity are achieved. At December 31, 2006, we had total maximum exposure for future estimated payments of $220 million, of which none was earned and payable.

Our guarantees are provided in the ordinary course of business. We underwrite these guarantees considering economic, liquidity and credit risk of the counterparty. We believe that the likelihood is remote that any such arrangements could have a significant adverse effect on our financial position, results of operations or liquidity. We record liabilities for guarantees at estimated fair value, generally the amount of the premium received, or if we do not receive a premium, the amount based on appraisal, observed market values or discounted cash flows. Any associated expected recoveries from third parties are recorded as other receivables; not netted against the liabilities.

Note 21. Quarterly Information (Unaudited)

	First quarter						Second quarter						Third quarter						Fourth quarter
(In millions)	2006			2005			2006			2005			2006			2005			2006			2005

Total revenues	$	14,889		$	13,963		$	15,455		$	13,722		$	16,112		$	15,137		$	17,146		$	14,729
Earnings from continuing
operations before income
taxes	$	2,857		$	2,438		$	2,971		$	2,010		$	2,882		$	3,328		$	3,159		$	3,036
Provision for income taxes		(452	)		(350	)		(377	)		(121	)		(275	)		(555	)		(270	)		(259	)
Earnings from continuing
operations		2,405			2,088			2,594			1,889			2,607			2,773			2,889			2,777
Earnings (loss) from
discontinued operations,
net of taxes		263			405			(2	)		271			(95	)		85			(3	)		(2,711	)
Net earnings	$	2,668		$	2,493		$	2,592		$	2,160		$	2,512		$	2,858		$	2,886		$	66

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures as of December 31, 2006. We identified the following material weakness in our internal control over

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financial reporting - we did not have adequately designed procedures to designate each hedged commercial paper transaction with the specificity required by Statement of Financial Accounting Standards 133, Accounting for Derivative Instruments and Hedging Activities, as amended. The restatement that resulted from this material weakness is discussed in (b) below. Solely as a result of this material weakness, we concluded that our disclosure controls and procedures were not effective as of December 31, 2006. Other than with respect to the identification of this material weakness, there was no change in our internal control over financial reporting during the quarter ended December 31, 2006, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With our participation, an evaluation of the effectiveness of our internal control over financial reporting was conducted as of December 31, 2006, based on the framework and criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We identified the following material weakness in our internal control over financial reporting - we did not have adequately designed procedures to designate each hedged commercial paper transaction with the specificity required by Statement of Financial Accounting Standards 133, Accounting for Derivative Instruments and Hedging Activities, as amended. This material weakness resulted in restatement, in January 2007, of our previously issued financial statements as of and for each of the interim periods ended March 31, 2006, June 30, 2006 and September 30, 2006. Accordingly, we concluded that our internal control over financial reporting was not effective as of December 31, 2006.

Our independent registered public accounting firm has issued an audit report on our management’s assessment of our internal control over financial reporting. Their report appears in Item 8, Financial Statements and Supplementary Data.

Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Item 13. Certain Relationships and Related Transactions.

Item 14. Principal Accounting Fees and Services.

The aggregate fees billed for professional services by KPMG LLP, in 2006 and 2005 were:

(In millions)		2006		2005

Type of fees
Audit fees	$	32.5	$	35.1
Audit-related fees		7.3		3.7
Tax fees		3.5		5.1
All other fees		-		-
	$	43.3	$	43.9

In the above table, in accordance with the SEC’s definitions and rules, “Audit fees” are fees we paid KPMG for professional services for the audit of our annual financial statements included in Form 10-K and review of financial statements included in the Form 10-Qs; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; for the attestation of management’s report on the effectiveness of internal control over financial reporting; and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. “Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or the review of our financial statements and internal control over financial reporting, including services in connection with assisting the company in its compliance with its obligations under Section 404 of the Sarbanes-Oxley Act and related regulations; “Tax fees” are fees for tax compliance, tax advice and tax planning; and “All other fees” are fees for any services not included in the first three categories.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) 1.	Financial Statements

	Included in Part II of this report:

		Report of Independent Registered Public Accounting Firm Statement of Earnings for each of the years in the three-year period ended December 31, 2006 Statement of Changes in Shareowner’s Equity for each of the years in the three-year period ended December 31, 2006 Statement of Financial Position at December 31, 2006 and 2005 Statement of Cash Flows for each of the years in the three-year period ended December 31, 2006 Notes to Consolidated Financial Statements

	Incorporated by reference:

		The consolidated financial statements of General Electric Company, set forth in the Annual Report on Form 10-K of General Electric Company (S.E.C. File No. 001-00035) for the year ended December 31, 2006 (pages 45 through 113) and Exhibit 12 (Ratio of Earnings to Fixed Charges) of General Electric Company.

(a) 2.	Financial Statement Schedules

	Schedule I	Condensed financial information of registrant.

		All other schedules are omitted because of the absence of conditions under which they are required or because the required information is shown in the financial statements or notes thereto.

(a) 3.	Exhibit Index

	The exhibits listed below, as part of Form 10-K, are numbered in conformity with the numbering used in Item 601 of Regulation S-K of the Securities and Exchange Commission.

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	Exhibit Number			Description

	3(i)			A complete copy of the Certificate of Incorporation of GECS as last amended on July 22, 1999, and currently in effect, consisting of the following: (a) the Certificate of Incorporation of GECS as in effect immediately prior to the filing of a Certificate of Amendment on July 22, 1999 (Incorporated by reference to Exhibit 3(i) of the GECS’ Form 10-K Report for the year ended December 31, 1993); and (b) a Certificate of Amendment filed with the Office of the Secretary of State, State of Delaware on July 22, 1999 (Incorporated by reference to Exhibit 3(i) of GECS’ Form 10-Q Report for the quarter ended June 26, 1999).

	3(ii)			A complete copy of the By-Laws of GECS as last amended on September 19, 2002, and currently in effect (Incorporated by reference to Exhibit 3(ii) of GECS’ Form 10-K Report for the year ended December 31, 2003).

	4(a)			Amended and Restated General Electric Capital Corporation Standard Global Multiple Series Indenture Provisions dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(a) to GECC’s Registration Statement on Form S-3, File No. 333-59707).

	4(b)			Third Amended and Restated Indenture dated as of February 27, 1997, between GECC and The Bank of New York as successor trustee (Incorporated by reference to Exhibit 4(c) to GECC’s Registration Statement on Form S-3, File No. 333-59707).

	4(c)			First Supplemental Indenture dated as of May 3, 1999, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(dd) to GECC’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-76479).

	4(d)			Second Supplemental Indenture dated as of July 2, 2001, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(f) to GECC’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-40880).

	4(e)			Third Supplemental Indenture dated as of November 22, 2002, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(cc) to Post-Effective Amendment No. 1 to GECC’s Registration Statement on Form S-3, File No. 333-100527).

	4(f)			Eighth Amended and Restated Fiscal and Paying Agency Agreement among GECC, GE Capital Australia Funding Pty Ltd, GE Capital European Funding, GE Capital Canada Funding Company, GE Capital UK Funding and JPMorgan Chase Bank, N.A. and J.P. Morgan Bank Luxembourg S.A. dated as of May 12, 2006.*

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	4(g)		Form of Global Medium-Term Note, Series A, Fixed Rate Registered Note (Incorporated by reference to Exhibit 4(m) to GECC’s Registration Statement on Form S-3, File No. 333-100527).

	4(h)		Form of Global Medium-Term Note, Series A, Floating Rate Registered Note (Incorporated by reference to Exhibit 4(n) to GECC’s Registration Statement on Form S-3, File No. 333-100527).

	4(i)		Form of Euro Medium-Term Note and Debt Security - Permanent Global Fixed Rate Bearer Note.*

	4(j)		Form of Euro Medium-Term Note and Debt Security - Permanent Global Floating Rate Bearer Note.*

	4(k)		Form of Euro Medium-Term Note and Debt Security - Temporary Global Fixed Rate Bearer Note.*

	4(l)		Form of Euro Medium-Term Note and Debt Security - Temporary Global Floating Rate Bearer Note.*

	4(m)		Form of Euro Medium-Term Note and Debt Security - Definitive Fixed Rate Bearer Note.*

	4(n)		Form of Euro Medium-Term Note and Debt Security - Definitive Floating Rate Bearer Note.*

	4(o)		Agreement to furnish to the Securities and Exchange Commission upon request a copy of instruments defining the rights of holders of certain long-term debt of the registrant and all subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.*

	10(a)		Transaction Agreement by and between Swiss Reinsurance Company and General Electric Company dated November 18, 2005 (Incorporated by reference to Exhibit 10(gg) of General Electric Company’s Form 10-K Report for the year ended December 31, 2005).

	12(a)		Computation of Ratio of Earnings to Fixed Charges.*

	12(b)		Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.*

	23(ii)		Consent of KPMG LLP.*

	24		Power of Attorney.*

	31(a)		Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*

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	31(b)	Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*

	32	Certification Pursuant to 18 U.S.C. Section 1350.*

	99(a)	Income Maintenance Agreement dated March 28, 1991, between General Electric Company and General Electric Capital Corporation. (Incorporated by reference to Exhibit 99(h) to GECC’s Registration Statement on Form S-3, File No. 333-100527).

	99(b)	The consolidated financial statements of General Electric Company, set forth in the Annual Report on Form 10-K of General Electric Company (S.E.C. File No. 001-00035) for the year ended December 31, 2006, (pages 45 through 113) and Exhibit 12 (Ratio of Earnings to Fixed Charges) of General Electric Company.

* Filed electronically herewith.

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General Electric Capital Services, Inc. and consolidated affiliates

Schedule I - Condensed Financial Information of Registrant

Condensed Statement of Current and Retained Earnings

For the years ended December 31 (In millions)		2006			2005			2004

Revenues	$	147		$	330		$	132

Expenses
Interest		582			405			217
Operating and administrative		283			678			174
Total expenses		865			1,083			391

Loss before income taxes and equity in earnings of affiliates		(718	)		(753	)		(259	)
Income tax benefit (expense)		938			(814	)		39
Equity in earnings of affiliates		10,438			9,144			8,948

Net earnings		10,658			7,577			8,728
Dividends		(9,987	)		(7,816	)		(3,105	)
Retained earnings at January 1		34,906			35,145			29,522

Retained earnings at December 31	$	35,577		$	34,906		$	35,145

The notes to condensed financial statements are an integral part of this statement.

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General Electric Capital Services, Inc. and consolidated affiliates

Schedule I - Condensed Financial Information of Registrant - (Continued)

Condensed Statement of Financial Position

At December 31 (In millions, except share amounts)		2006			2005

Assets
Cash and equivalents	$	1,022		$	743
Investment in and advances to affiliates		59,737			59,047
Other assets		3,026			414
Total assets	$	63,785		$	60,204

Liabilities and equity
Borrowings	$	8,119		$	7,889
Other liabilities		1,069			1,003
Total liabilities		9,188			8,892

Cumulative preferred stock, $10,000 par value (80,000 shares authorized;
51,000 shares issued and held primarily by consolidated affiliates at
December 31, 2006 and 2005)		510			510
Common stock, $1,000 par value (1,260 shares authorized at
December 31, 2006 and 2005, and 1,064 shares issued and outstanding at
December 31, 2006 and 2005)		1			1
Accumulated gains (losses) - net
Investment securities		1,594			1,754
Currency translation adjustments		4,837			2,287
Cash flow hedges		(171	)		(343	)
Benefit plans		(278	)		(179	)
Additional paid-in capital		12,527			12,376
Retained earnings		35,577			34,906
Total shareowner’s equity		54,597			51,312
Total liabilities and equity	$	63,785		$	60,204

The sum of accumulated gains (losses) on investment securities, currency translation adjustments, cash flow hedges and benefit plans constitutes “Accumulated nonowner changes other than earnings,” and was $5,982 million and $3,519 million at December 31, 2006 and 2005, respectively.
The notes to condensed financial statements are an integral part of this statement.

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General Electric Capital Services, Inc. and consolidated affiliates

Schedule I - Condensed Financial Information of Registrant - (Continued)

Condensed Statement of Cash Flows

For the years ended December 31 (In millions)	2006			2005			2004

Cash from operating activities	$	7,716		$	7,324		$	3,122
Cash flows - investing activities
Decrease (increase) in investment in and advances to affiliates		4,019			559			(1,120	)
Net decrease (increase) in other assets		(1,581	)		489			124

Cash from (used for) investing activities		2,438			1,048			(996	)

Cash flows - financing activities
Net increase (decrease) in borrowings		(39	)		142			499
Dividends paid to shareowner		(9,847	)		(7,816	)		(3,105	)
All other financing activities		11			-			-

Cash used for financing activities		(9,875	)		(7,674	)		(2,606	)


Increase (decrease) in cash and equivalents during year		279			698			(480	)
Cash and equivalents at beginning of year		743			45			525
Cash and equivalents at end of year	$	1,022		$	743		$	45


The notes to condensed financial statements are an integral part of this statement.

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General Electric Capital Services, Inc. and consolidated affiliates

Schedule I - Condensed Financial Information of Registrant - (Concluded)

Notes to Condensed Financial Statements

Financial statements presentation

We have reclassified certain prior-year amounts to conform to the current year’s presentation.

Income taxes

General Electric Company files a consolidated U.S. federal income tax return which includes General Electric Capital Services, Inc. Income tax benefit (expense) includes our effect on the consolidated return.

Dividends from affiliates

In 2006, we received dividends of $8,262 million from General Electric Capital Corporation (GE Capital) and $100 million from other affiliates. In 2005, we received dividends of $8,557 million from GE Capital and $158 million from other affiliates.

(85)

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		General Electric Capital Services, Inc.

February 27, 2007		By: /s/ Jeffrey R. Immelt
		Jeffrey R. Immelt
		Chief Executive Officer

(86)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature		Title	Date

/s/ Jeffrey R. Immelt		Chief Executive Officer	February 27, 2007
Jeffrey R. Immelt		(Principal Executive Officer)

/s/ Keith S. Sherin		Chief Financial Officer	February 27, 2007
Keith S. Sherin		(Principal Financial Officer)

/s/ Philip D. Ameen		Senior Vice President and Controller	February 27, 2007
Philip D. Ameen		(Principal Accounting Officer)


CHARLES E. ALEXANDER*		Director
JEFFREY S. BORNSTEIN*		Director
KATHRYN A. CASSIDY*		Director
JAMES A. COLICA*		Director
PAMELA DALEY*		Director
BRACKETT B. DENNISTON*		Director
JEFFREY R. IMMELT*		Director
MICHAEL A. NEAL*		Director
DAVID R. NISSEN*		Director
RONALD R. PRESSMAN*		Director
DEBORAH M. REIF*		Director
JOHN G. RICE*		Director
JOHN M. SAMUELS*		Director
KEITH S. SHERIN*		Director
LLOYD G. TROTTER*		Director
ROBERT C. WRIGHT*		Director

A MAJORITY OF THE BOARD OF DIRECTORS

*By:	/s/ Philip D. Ameen		February 27, 2007
	Philip D. Ameen Attorney-in-fact

(87)

EX-4.F 2 gecsex4f.htm GECS EXHIBIT 4F GECS Exhibit 4f

Exhibit 4(f)

EIGHTH AMENDED AND RESTATED

FISCAL AND PAYING AGENCY AGREEMENT

among

GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)

GE CAPITAL CANADA FUNDING COMPANY

GE CAPITAL EUROPEAN FUNDING

GE CAPITAL UK FUNDING

and

JPMORGAN CHASE BANK, N.A.

and

J.P. MORGAN BANK LUXEMBOURG S.A.

Euro Medium-Term Notes and Other Debt Securities Due

9 Months or More from Date of Issue

Dated as of May 12, 2006

TABLE OF CONTENTS


		Page
1.	Appointment of Paying Agents	1
2.	Notes Issuable in Series	2
3.	Execution and Authentication of Notes; Date and Denomination of Notes	4
4.	Exchange and Registration of Transfer of Notes	8
5.	Payments of Principal, Premium and Interest; Paying Agents	10
6.	Redemption; Sinking Funds; Repayment at the Option of the Holder	14
7.	Mutilated, Destroyed, Stolen or Lost Notes	17
8.	Events of Default	18
9.	Additional Payments; Tax Redemption	22
10.	Covenant of the Issuers and the Guarantor	32
11.	Obligations of the Fiscal and Paying Agent	32
12.	Maintenance and Resignation of Fiscal and Paying Agent	34
13.	Paying Agency	35
14.	Merger, Consolidation, Sale or Conveyance	36
15.	Meetings of Holders of the Notes	37
16.	Consent of Holders	39
17.	Stamp Taxes	40
18.	Modifications and Amendments	40
19.	Accession of Additional Issuers	41
20.	Notices to Parties	41
21.	Notices to and by Holders of the Notes	43
22.	Business Day	44
23.	Central Bank Reporting Requirements	44
24.	Governing Law	44
25.	Consent to Service	44
26.	Counterparts	44
27.	Inspection of Agreement	44
28.	Descriptive Headings	45
29.	Provisions Binding on Successors	45
30.	Official Acts by Successor Corporation	45
31.	Severability	45

EIGHTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT, dated as of May 12, 2006 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (?GE Capital?), GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467), a company incorporated under the laws of the Commonwealth of Australia (?GEC Australia Funding?), GE CAPITAL CANADA FUNDING COMPANY, a company incorporated under the laws of the Province of Nova Scotia, Canada (?GEC Canada Funding?), GE CAPITAL EUROPEAN FUNDING (?GECEF?) and GE CAPITAL UK FUNDING (?GECUKF?, and together with GECEF, the ?Irish Issuers? and each an ?Irish Issuer?, each of which was incorporated as a public unlimited liability company under the Irish Companies Acts 1963-2003) (GEC Australia Funding, GEC Canada Funding, the Irish Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant to Section 19 hereof, each an ?Issuer? and collectively, the ?Issuers?) and JPMORGAN CHASE BANK, N.A., as fiscal and principal paying agent, J.P. MORGAN BANK LUXEMBOURG S.A. as initial registrar and transfer agent (such agreement, as further amended and supplemented from time to time, the ?Agreement?).

Pursuant to the Eighth Amended and Restated Distribution Agreement, dated May 12, 2006, among the Issuers (including GE Capital in its capacity as guarantor (the ?Guarantor?) of Notes issued by an Issuer other than GE Capital) and the agents named therein (the ?Agents?) (as further amended from time to time, the ?Distribution Agreement?), each Issuer has agreed to issue from time to time its Euro Medium-Term Notes (?Medium Term Notes?) and other debt securities (?Other Debt Securities?) having maturities from 9 months or more from date of issue (collectively, Medium Term Notes and Other Debt Securities are referred to herein as the "Notes"). The Guarantor has agreed to guarantee Notes issued pursuant to this Agreement by each Issuer other than GE Capital in the form of the guarantee attached hereto as Exhibit D-1 (the "Guarantee"). Administrative procedures, which have been agreed to by the Issuers (including GE Capital in its capacity as Guarantor) and the Agents as of the date hereof, are attached as Exhibit A hereto (such procedures, as amended from time to time pursuant to the Distribution Agreement, are hereinafter referred to as the "Administrative Procedures").

Pursuant to this Agreement, the Seventh Amended and Restated Fiscal and Paying Agency Agreement dated July 1, 2005 (the "Prior Agency Agreement") shall be amended and restated on the terms of this Agreement. Any Notes issued on or after the date of this Agreement shall be issued pursuant to this Agreement, but this shall not affect any Notes issued prior to the date of this Agreement. Subject to such amendment and restatement, the Prior Agency Agreement shall continue in full force and effect.

1. Appointment of Paying Agents. Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor hereby appoint JPMorgan Chase Bank, N.A., acting through its London Branch located at Trinity Tower, 9 Thomas More Street, London E1W 1YT, England, as the fiscal agent and as the principal paying agent (in such capacities and including any successor fiscal and paying agent appointed hereunder, the "Fiscal and Paying Agent", and, together with any other paying agents appointed by the relevant Issuer and the Guarantor, the "Paying Agents"), in respect of the Notes, upon the terms and subject to the conditions stated herein and in the Notes certified from time to time pursuant to Section 2 hereof. The Fiscal and Paying Agent hereby accepts such appointment and agrees, upon such terms and subject to such conditions, to perform its obligations under this Agreement, the Notes certified from time to time pursuant to Section 2 hereof and the Administrative Procedures. In addition, unless otherwise agreed by the parties hereto, the Fiscal and Paying Agent agrees to appoint its local branch or affiliate located in the jurisdiction of the country where any Notes are listed from time to time as an additional paying agent, to the extent required by the rules and regulations of the applicable exchange and to the extent the Fiscal and Paying Agent has a branch or affiliate located in such jurisdiction.

2. Notes Issuable in Series.

(a) Each Issuer may issue Notes hereunder in one or more series of Notes, each series (a "Series") having identical terms but for authentication date, effectuation date (in the case of a NGN) (as defined below) and public offering price; provided that a Series of Notes may not comprise Notes in bearer form ("Bearer Notes") and Notes in registered form ("Registered Notes"). Each such Series may contain one or more tranches of Notes, each such tranche (a "Tranche") having identical terms, including authentication date and public offering price; provided that a Tranche of Notes may not comprise Bearer Notes and Registered Notes.

(b) Notes issued hereunder shall be issued pursuant to authority granted by the Board of Directors of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time by any one authorized person, as specified in Section 3(a) hereof.

(c) Prior to the issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a "Corporate Order"):

(1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities;

(2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and effectuated (as applicable) and delivered under this Agreement (except for Notes authenticated and effectuated (as applicable) and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7);

(3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable;

(4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable;

(5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable;

(6) the currency or composite currency in which the Notes of such Series are denominated (the "Specified Currency");

(7) the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency;

(8) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise;

(9) the obligation, if any, of the relevant Issuer or the Guarantor to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchase or repaid, in whole or in part, pursuant to such obligation;

(10) the denominations in which the Notes of such Series shall be issuable, in all cases subject to compliance with all applicable laws and regulations;

(11) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8;

(12) if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor or a holder thereof, in a currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made;

(13) if the amount of payments of principal, of premium, if any, and of interest on the Notes of such Series may be determined with reference to an index based on currency other than the Specified Currency, the manner in which such amounts shall be determined;

(14) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order;

(15) whether the temporary global Note and permanent global Note to be issued are intended to be issued in new global note ("NGN") form or classic global note ("CGN") form and whether a NGN is intended to be held in a manner which would allow Eurosystem eligibility (a "Eurosystem-eligible NGN");

(16) any Events of Default with respect to the Notes of such Series, if not set forth herein;

(17) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series;

(18) the stock exchange, competent authority and/or market, if any, on or by which the Notes will be listed and/or admitted to trading and related information;

(19) any applicable restrictions on the transfer of any of the Notes of such Series;

(20) whether Notes of such Series and/or the related Guarantee, if any, are senior or subordinated and, if such Notes and/or Guarantee are subordinated, the terms of such subordination; and

(21) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement).

All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"), Clearstream Banking, soci?t? anonyme ("Clearstream, Luxembourg") or any other clearance system specified for a particular Tranche or Series of Notes, or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent authority and/or market on or by which such Notes may be listed and/or admitted to trading or to conform to usage.

(d) An additional Tranche of the same Series may be issued subsequent to the original issue date of any Notes of such Series (hereinafter called "Additional Notes") following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the same Series, shall constitute one and the same Series of Notes for all purposes under this Agreement.

3. Execution and Authentication of Notes; Date and Denomination of Notes

(a) Execution, delivery and safekeeping of Notes. The Notes and, if applicable, coupons appertaining thereto in the form certified to the Fiscal and Paying Agent pursuant to the provisions of Section 2(b) shall each be executed (i) in the case of Notes issued by GE Capital, by any one of GE

Capital's Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact of GE Capital or (ii) in the case of Notes issued by an Issuer other than GE Capital, by a duly authorized officer of such Issuer or a duly authorized attorney-in-fact of such Issuer (each an "Issuer Authorized Representative"). Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Notes or the coupons. Each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the relevant Issuer attested by the Secretary or any Assistant Secretary of such Issuer. In case any authorized officer of such Issuer or attorney-in-fact who shall have signed any Note or coupon shall cease to hold such office or be such attorney-in-fact before the Note so signed (or the Note to which the coupon so signed is attached) shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by such Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note or coupon had not ceased to hold such office or be such attorney-in-fact; and any Note or coupon may be signed on behalf of such Issuer by any person who, as at the actual date of the execution of such Note or coupon, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

The relevant Issuer will furnish the Fiscal and Paying Agent with an adequate supply of Notes having attached thereto appropriate coupons, if any, in the forms approved in accordance with Section 2(b) of this Agreement, bearing consecutive control numbers. Such Notes shall have been executed by an Issuer Authorized Representative and attested by the Secretary or an Assistant Secretary of such Issuer in accordance with this Section. The Fiscal and Paying Agent or its designated agent will hold such blank Notes in safekeeping in accordance with its customary practice and shall issue such Notes in the order of the control numbers imprinted thereon. The Fiscal and Paying Agent will permit the relevant Issuer and its agents, at all reasonable times and upon reasonable notice, to examine the Notes and all books, records and other materials and information of the Fiscal and Paying Agent relating thereto.

(b) Execution of Guarantee. The Guarantee endorsed on Notes issued by an Issuer other than GE Capital shall be executed on behalf of the Guarantor by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

(c) Authentication of temporary global Notes. Unless otherwise specified in the applicable Corporate Order or by the relevant Agent or Agents, each Tranche of Notes, including any Tranche of Additional Notes issued prior to the Exchange Date for a prior Tranche of Notes of the same Series, shall initially be issued in the form of a single temporary global Note. The temporary global Notes shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with a common depositary (the "Common Depositary") (if the temporary global Note is a CGN) or specified common safekeeper (the "Common Safekeeper") (if the temporary global Note is a NGN) for the accounts of Euroclear and Clearstream, Luxembourg or any other recognized and agreed clearing system (in the case of a CGN). In the case of the temporary global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal and Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect the initial outstanding aggregrate principal amount of the relevant Tranche of Notes (if the temporary global Note is an NGN) and credit the respective securities clearance accounts of the relevant Agents (or to such other accounts as they may have directed) maintained with Euroclear, Clearstream, Luxembourg or other recognized and agreed clearing system. For purposes of this Agreement "Exchange Date" for any Series of Notes shall mean the first Business Day that is at least 40 days after the issue date of such Series; provided that in the event a Tranche of Additional Notes of the same Series is issued prior to the Exchange Date of a prior Tranche of such Series (as such Exchange Date may have been extended pursuant to this sentence), such Exchange Date shall be extended (or further extended, as the case may be) to a date not earlier than 40 days after the issue date of such subsequent Tranche; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. No such exchange will be made on a day that is not a London Business Day, but shall instead be made on the next succeeding day that is a London Business Day. For the purposes of this Clause 3(c) "London Business Day" means a day upon which banks are generally open for business (including dealings in foreign currency) in London, England.

(d) Exchange of temporary global Notes; certification requirements. On or up to 10 days prior to the Exchange Date for any Series of Notes held in temporary global form, the holders of such temporary global Note shall deliver to Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit B-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent, and each other paying agent of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. On or after the Exchange Date for any Series of Notes, upon the request of the Common Depositary (in the case of a CGN) or the common service provider as described in Appendix 1 hereto (a "Common Service Provider") (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal and Paying Agent shall authenticate a permanent global Note in bearer form or (if specified in the applicable Corporate Order) definitive Bearer Notes and/or definitive Registered Notes in the amounts requested in an aggregate principal amount equal to the aggregate principal amount of the temporary global Note beneficially owned by such owners, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto. Such permanent global Note, if any, shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited

with the Common Depositary (if the permanent global Note is a CGN) or the Common Safekeeper (if the permanent global Note is a NGN) for the accounts of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN) for credit to the respective accounts of such holders. In the case of a permanent global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent shall instruct the Common Safekeeper to effectuate the same.

Upon any such exchange of all or a portion of a temporary global Note for a permanent global Note or definitive Notes, the Fiscal and Paying Agent shall (i) in the case of a permanent global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange or (ii) in the case of any global Note which is a CGN, procure that the relevant global Note be endorsed by the Fiscal and Paying Agent or its duly authorized attorney-in-fact to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such permanent global Note or definitive Notes as to which certification has been provided as set forth in the preceding paragraph.

(e) Delivery of authenticated global Note by electronic means. Where the Fiscal and Paying Agent delivers any authenticated global Note which is a NGN to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant global Note has been effectuated.

(f) Exchange of permanent global Note; certification requirements. Holders of Notes desiring to exchange their interests in any permanent global Note for definitive Notes in bearer form or (if the relevant Corporate Order so allows) for definitive Notes in registered form shall instruct Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, to request such exchange on their behalf and shall deliver to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit C-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent and each other paying agent of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Upon the request of the Common Depositary (in the case of a CGN) or the Common Service Provider (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal and Paying Agent shall, upon 30 days' written notice, authenticate and deliver outside the United States and outside the jurisdiction of incorporation or organization of the relevant Issuer (except in compliance with the securities and other laws and regulations of such jurisdiction, including any applicable laws and regulations of any political subdivision thereof) to or for the account of such holders, definitive Notes in an aggregate principal amount equal to the aggregate principal amount of such permanent global Note, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit C-2 hereto. All expenses incurred as a result of any such exchange shall be paid by the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Notwithstanding anything to the contrary contained in this subsection 3(e), the Fiscal Agent shall not be required to exchange the entire aggregate principal amount of a permanent global Note for definitive Bearer Notes in the event holders of less than the entire aggregate principal amount of the permanent global Note have requested definitive Bearer Notes, provided the operating rules and regulations of the clearance system then in effect would permit less than the entire aggregate principal amount of the permanent global Note to be so exchanged.

Each permanent global Note shall in all respects be entitled to the same benefits under this Agreement as definitive Notes authenticated and delivered hereunder.

Any certification referred to in Section 3(c) or (d) above which is delivered to the Fiscal and Paying Agent by Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, may be relied upon by the Fiscal and Paying Agent as conclusive evidence that the corresponding certification or certifications of the holder or holders have been delivered to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, pursuant to the terms of this Agreement and the terms of the Notes.

(g) Authentication of Registered Notes. If so specified in the applicable Corporate Order, Notes of any Series may be issued in fully registered form. Such Corporate Order will specify whether Registered Notes of such Series may be issued in exchange for Bearer Notes of such Series and whether the Notes of such Series may initially be issued in permanent global or definitive form. Registered Notes shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent and, in the case of permanent global Registered Notes, registered in the name of a nominee for and deposited with the Common Depositary for the accounts of Euroclear, Clearstream, Luxembourg, and/or another recognized clearance system, for credit to the respective securities clearance accounts of the relevant Agents (or to such other accounts as they may have directed) maintained with Euroclear, Clearstream, Luxembourg, another clearance system or The Depository Trust Company in New York City for credit to the respective accounts of the relevant Agents (or to such other accounts as they may have directed) maintained with The Depository Trust Company or such other clearance and settlement organization as is specified in the applicable Corporate Order.

4. Exchange and Registration of Transfer of Notes.

(a) Exchange of Registered Notes. Registered Notes of any Series may be exchanged for a like aggregate principal amount of Registered Notes of the same Series of other authorized denominations. Bearer Notes will not be issuable in exchange for Registered Notes.

If so provided in the relevant Corporate Order, Bearer Notes of any Series (with all unmatured coupons, if any, and all matured coupons, if any, then in default, attached thereto) will be exchangeable (upon the terms, set forth in Section 3) for Registered Notes of the same Series of any authorized denominations and in an equal aggregate principal amount. Bearer Notes surrendered in exchange for Registered Notes after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the coupon relating to such date for payment of interest.

Notes to be exchanged pursuant to the preceding two paragraphs shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for such purpose in accordance with the provisions of Section 5 or at any of such other offices or agencies as may be designated and maintained by such Issuer and the Guarantor for such purpose in accordance with the provisions of Section 5, and such Issuer shall execute and register, the Guarantor shall cause the Guarantee to be endorsed thereon and the Fiscal and Paying Agent shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to

receive. The term "Noteholder," "holder of Notes," or other similar terms, shall mean, (a) with respect to any Registered Note, the person in whose name at the time such Registered Note is registered on the books of the relevant Issuer kept for that purpose in accordance with the terms hereof or (b) with respect to any Bearer Note, the bearer thereof. Each person designated by the relevant Issuer as a person authorized to register and register transfer of the Notes is sometimes herein referred to as a "Registrar." In no event shall such Issuer designate more than one Registrar for each Series of Registered Notes. No person shall at any time be designated as or act as a Registrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.

(b) Transfers of Registered Notes. Each Registrar shall keep, at each such office or agency outside of the United Kingdom, a register for each Series of Notes (for which it has been appointed Registrar) issuable in registered form (the registers of all Registrars being herein sometimes collectively referred to as the "Register") in which, subject to such reasonable regulations as it may prescribe, the Registrar shall register Registered Notes and shall register the transfer of Registered Notes as herein provided. The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Register shall be open for inspection by the relevant Issuer, the Guarantor, the Fiscal and Paying Agent and any Registrar. Upon due presentment for registration of transfer of any Registered Note of any Series at any designated office or agency, such Issuer shall execute, the Guarantor shall (in the case of Notes issued by an Issuer other than GE Capital) cause the Guarantee to be endorsed thereon, the Registrar shall register and the Fiscal and Paying Agent shall authenticate and deliver in the name of the transferee or transferees a new Registered Note or Registered Notes of the same Series for an equal aggregate principal amount. Registration or registration of transfer of any Registered Note by any Registrar in the Register maintained by such Registrar, and delivery of such Registered Note, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Registered Note.

All Registered Notes presented for registration of transfer or for exchange, redemption, repayment or payment shall (i) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and the Registrar duly executed by, the holder or his attorney duly authorized in writing and (ii) be accompanied by a duly completed Form W-8BEN or other applicable form required by the United States Internal Revenue Code of 1986, as amended, of the transferee.

If so specified in the applicable Corporate Order, the transfer of some or all of the Registered Notes of any Series may be subject to the restrictions set forth therein. If so specified in such Corporate Order, the Registrar for such Notes shall not register the transfer of any such Notes absent compliance with such restrictions.

(c) Exchange and transfer of Bearer Notes. Bearer Notes in definitive form of any Series will be exchangeable for Bearer Notes in definitive form of the same Series in other authorized denominations, in an equal aggregate principal amount. Bearer Notes to be so exchanged shall be surrendered, at the option of the holders thereof, at the office of any Paying Agent appointed by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor to perform such service in accordance with the provisions of Section 5, and such Issuer shall execute, the Guarantor shall cause the Guarantee to be endorsed thereon and such Paying Agent shall authenticate and deliver in exchange therefor the Bearer Note or Notes which the Noteholder making the exchange shall be entitled to receive. Bearer Notes and any coupons appertaining thereto will be transferable by delivery.

(d) Repository of master list of holders of Registered Notes. The relevant Issuer will at all times designate one person (who may be such Issuer and who need not be the Registrar of any Series) to act as repository of a master list of names and addresses of the holders of the Registered Notes. J.P. Morgan Bank Luxembourg S.A. shall act as such repository unless and until some other person is, by written notice from such Issuer to J.P. Morgan Bank Luxembourg S.A., copied to the fiscal and paying agent and each Registrar, designated by such Issuer to act as such. Such Issuer shall cause each Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such Registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable.

(e) Miscellaneous. Except as provided in Section 3(d), no service charge shall be made for any exchange or registration of transfer of Notes, but the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor may require payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in connection therewith.

The relevant Issuer shall not be required (i) to issue, register the transfer of or exchange Notes to be redeemed for a period of fifteen calendar days preceding the first publication of the relevant notice of redemption, or if Registered Notes are outstanding and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Notes selected for redemption, in whole or in part, except the unredeemed portion of any such Registered Notes being redeemed in part, or (iii) to exchange any Bearer Notes selected for redemption, except that such Bearer Notes may be exchanged for Registered Notes of like tenor, provided that such Registered Notes shall be simultaneously surrendered for redemption or (iv) to register transfer of or exchange any Notes surrendered for optional repayment, in whole or in part.

Notwithstanding anything herein or in the terms of any Notes to the contrary, none of the relevant Issuer, the Fiscal and Paying Agent or any agent of such Issuer or the Fiscal and Paying Agent shall be required to exchange any Bearer Note for a Registered Note if such exchange would result in adverse income tax consequences to such Issuer (such as, for example, the inability of such Issuer to deduct from its income, as computed for income tax purposes, the interest payable on the Bearer Notes) under (i) then applicable United States Federal income tax laws, or (ii) in the case of an Issuer other than GE Capital, then applicable income tax laws or regulations of the jurisdiction of incorporation or organization of the Issuer or any political subdivision thereof or therein.

5. Payments of Principal, Premium and Interest; Paying Agents.

(a) Payment generally. In order to provide for the payment of the principal of, premium and interest on each Series of Notes as the same shall become due and payable on any payment date, the relevant Issuer hereby agrees to pay to the Fiscal and Paying Agent at the place and in the manner specified below or to such account or at such offices of any paying agent outside of the United States and, in the case of Notes issued by an Issuer other than GE Capital, outside the jurisdiction of incorporation or organization of the relevant Issuer, as the Fiscal and Paying Agent shall specify in writing to such Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor, such writing to be delivered not less than five calendar days prior to the payment date, in such currency or currency units as shall be required to make the payment due on such payment date, on each interest payment date and on

the maturity date of such Series of Notes or any date fixed for redemption or acceleration of such Series of Notes (in each case determined in accordance with the terms of such Notes), in immediately available funds available on such interest payment, maturity, redemption or acceleration date, as the case may be, in an aggregate amount which (together with any funds then held by the Fiscal and Paying Agent and available for the purpose) shall be sufficient to pay the entire amount of the principal of, premium and interest on such Series of Notes (including Additional Amounts (as defined below), if any, becoming due on such interest payment, maturity, redemption or acceleration date), and the Fiscal and Paying Agent shall hold such amount in trust and apply it to the payment of any such principal, premium or interest on such interest payment, maturity, redemption or acceleration date. Nothing contained herein shall be construed to require the Fiscal and Paying Agent or any other paying agent to make any payment to the holder of a Note until funds have been received from the relevant Issuer pursuant to this Section.

(b) Payments on temporary global Notes; certification requirements. Holders of any temporary global Note may receive interest payments prior to the Exchange Date of such temporary global Note; provided such holders deliver a certificate or certificates to Euroclear, Clearstream, Luxembourg or, if specified in the Corporate Order, other recognized clearing system substantially in the form set forth in Exhibit B-1 and instruct Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, to request such interest payment on their behalf. Upon the request of the Common Depositary (in the case of a CGN) or the Common Service Provider (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system, acting in turn on behalf of holders of Notes, the Fiscal and Paying Agent shall make payments of interest to the holders of interests in temporary global Notes, but only upon delivery by Euroclear, Clearstream, Luxembourg, or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto.

In the event of redemption or acceleration of all or any part of any temporary global Note prior to its Exchange Date, holders will be entitled to receive payment on or after the date fixed for such redemption or on which such acceleration occurs upon compliance by such holders and Euroclear, Clearstream, Luxembourg or other clearance system, as applicable, with the provisions of the preceding paragraph of this Section.

(c) Payments on Registered Notes. The person in whose name any Registered Note of a particular Series is registered at the close of business or on any Record Date (as hereinafter defined) with respect to any interest payment date for such Series shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Registered Note upon any registration of transfer or exchange subsequent to the Record Date and prior to such interest payment date; provided however, that (i) if and to the extent that the relevant Issuer shall default in the payment of the interest on such interest payment date, such defaulted interest shall be paid to the persons in whose names outstanding Registered Notes of such Series are registered on a subsequent Record Date established by notice given by mail by or on behalf of such Issuer to the holders of such Registered Notes not less than 15 calendar days preceding such subsequent Record Date, such Record Date to be not less than five calendar days preceding the date or payment of such defaulted interest and (ii) interest payable at maturity, redemption or repayment of such Registered Note shall be payable to the person to whom principal shall be payable. The term "Record Date" as used in this Section with respect to any regular interest payment date, shall mean the fifteenth calendar day preceding such interest payment date, whether or not such fifteenth calendar day shall be a Business Day (as defined in Section 22).

Interest on Registered Notes may at the option of the relevant Issuer be paid by check mailed to the persons entitled thereto at their respective addresses as such appear in the Register, or, at the option of any holder of $5,000,000 (or the equivalent thereof in one or more foreign or composite currencies) or more aggregate principal amount of Registered Notes of any Series and subject to applicable laws and regulations, be made by transfer to an account denominated in the currency in which such payment is to be made, maintained by such holder, if appropriate wire transfer instructions have been received by such Issuer or its agent not less than 10 calendar days prior to the applicable interest payment date.

(d) Payments on Bearer Notes. Payments on Bearer Notes or the coupons appertaining thereto will, upon presentation of such Notes or coupons at a designated office outside of the United States, at the holder's option and subject to applicable laws and regulations, be made by check or wire transfer to an account denominated in the Specified Currency (unless otherwise provided in the applicable Corporate Order) in which such payment is to be made, maintained by such holder with a bank outside the United States and (in the case of Notes issued by an Issuer other than GE Capital) outside the jurisdiction of organization of the Issuer, if appropriate wire transfer instructions have been received by the relevant Issuer or its agent not less than 10 calendar days prior to the applicable interest payment date.

The relevant Issuer will maintain one or more offices or agencies in a city or cities located outside the United States and (in the case of Notes issued by an Issuer other than GE Capital) outside the country of incorporation or organization of the relevant Issuer (including any city or country in which such an agency is required to be maintained under the rules of any stock exchange on which any of the Notes are listed) where any Bearer Notes issued hereunder and coupons, if any, appertaining thereto may be presented for payment. No payment on any Bearer Note or coupon will be made upon presentation of such Bearer Note or coupon at an agency of the relevant Issuer or the Guarantor within the United States or (in the case of Notes issued by an Issuer other than GE Capital) within the country of incorporation or organization of the relevant Issuer nor will any payment be made by transfer to an account in, or by check mailed to an address in, the United States or (in the case of Notes issued by an Issuer other than GE Capital) in the country of incorporation or organization of the relevant Issuer unless pursuant to applicable United States law or the laws or regulations of the country of incorporation or organization of the relevant Issuer or any political subdivision thereof or therein (in the case of Notes issued by an Issuer other than GE Capital) then in effect, such payment can be made without adverse tax consequences to such Issuer. Notwithstanding the foregoing, (a) payments in U.S. dollars on Bearer Notes and coupons appertaining thereto may be made at an agency of such Issuer maintained in the Borough of Manhattan, The City of New York if such payment in U.S. dollars at each agency maintained by such Issuer outside the United States for payment on such Bearer Notes is illegal or effectively precluded by exchange controls or other similar restrictions, (b) payments in Canadian dollars on Bearer Notes and Coupons appertaining thereto may be made at an agency of such Issuer maintained in the City of Toronto if such payment in Canadian dollars at each agency maintained by such Issuer outside Canada for payment on such Bearer Notes is illegal or effectively precluded by exchange controls or similar restrictions, and (c) (in the case of Notes issued by an Issuer other than GE Capital) payments in such other currencies on Bearer Notes and Coupons appertaining thereto may be made at such location within the country of incorporation or organization of the relevant Issuer (other than the United States) as may be specified in the applicable Corporate Order or otherwise as permitted by applicable laws and regulations of such country or any political subdivision thereof or therein.

(e) Place of payment. As long as any Registered Notes remain outstanding hereunder, the relevant Issuer will designate and maintain in London, England an office or agency where such Registered Notes may be presented for payment, and where such Notes may be presented for registration

of transfer and for exchange as provided in this Agreement and, for so long as any Registered Notes are listed and/or admitted to trading on or by any stock exchange, competent authority and or market there will at all times be an office or agency for such purposes with a specified office in each location required by the rules and regulations of the relevant stock exchange(s), competent authority(ies) and/or market(s), provided always that the Register for such Registered Notes shall be maintained outside of the United Kingdom.

The relevant Issuer may from time to time designate one or more additional offices or agencies where Notes and any coupons appertaining thereto may be presented for payment, where Notes may be presented for exchange as provided in this Agreement and where Registered Notes may be presented for registration of transfer as in this Agreement provided, and such Issuer may from time to time rescind any such designation, as such Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve such Issuer of its obligation to maintain the agencies provided for in this Section. Such Issuer will give to the Fiscal and Paying Agent prompt written notice of any such designation or rescission thereof.

The relevant Issuer will give to the Fiscal and Paying Agent written notice of the location of each such office or agency and of any change of location thereof. In case such Issuer shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the principal office of the Fiscal and Paying Agent in London, England.

The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor hereby initially designates the offices of J.P. Morgan Bank Luxembourg S.A. as the office or agency where Registered Notes may be presented for payment, for registration of transfer and for exchange as in this Agreement provided. Such office of J.P. Morgan Bank Luxembourg S.A. is also designated as repository pursuant to Section 4 for the master list of the names and addresses of the holders of Registered Notes.

(f) Payments by the Guarantor. If the relevant Issuer shall fail to provide for the amounts payable on any Notes issued by an Issuer other than GE Capital, or coupons appertaining thereto, if any, the Guarantor shall, subject to its right to avail itself of defenses under all relevant laws for the prescription of actions in respect of such Notes and coupons appertaining thereto, forthwith upon receipt of notice of such failure from the Fiscal and Paying Agent (who shall give such notice forthwith upon such failure) deliver or cause to be delivered to the Fiscal and Paying Agent the amount thereof (to the extent that the same has not then been delivered by the relevant Issuer), which amount shall be held and applied in payment of such amounts by the Fiscal Agent and Paying Agent in all respects as if received from the relevant Issuer under this Agreement.

(g) Taxes; foreign exchange clearance. The Fiscal Agent hereby agrees to use its best efforts to obtain, prior to any payment date on the Notes, any tax or foreign exchange clearance or other authorization required under the laws of the United States or of the country of incorporation or organization of the relevant Issuer (in the case of Notes issued by an Issuer other than GE Capital) or any political subdivision thereof or therein or any applicable foreign country or other authority with respect to the payment to be made on the Notes on such date.

6. Redemption; Sinking Funds; Repayment at the Option of the Holder.

(a) The provisions of this Section shall be applicable, as the case may be, (i) to any Notes which are redeemable or subject to repayment at the option of the holder before their maturity and (ii) to any sinking fund for the retirement of any Notes, in either case except as otherwise specified as contemplated by Section 2 for any Series of Notes.

The minimum amount of any sinking fund payment provided for by the terms of any Notes is herein referred to as a ?mandatory sinking fund payment,? and any payment in excess of such minimum amount provided for by the terms of such Notes is herein referred to as an ?optional sinking fund payment.?

In case the relevant Issuer shall desire to exercise any right to redeem all, or, as the case may be, any part of, the Notes of any Series in accordance with their terms, it shall fix a date for redemption. Notice of redemption to the holders of Registered Notes to be redeemed in whole or in part at the option of such Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such holders at their last addresses as they shall appear in the Register. Notice of redemption to holders of Bearer Notes shall be published in one leading English language daily newspaper with general circulation in London, England or, if publication in London is not practical, elsewhere in Western Europe. Notice of redemption to holders of Bearer Notes that have been listed on any stock exchange, competent authority and/or market shall be published in accordance with the applicable rules and regulations promulgated by such exchange, competent authority and/or market. The term "daily newspaper" shall mean a newspaper customarily published on each business day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions. Such notice is expected to be published in the Financial Times, and shall be published at least once a week for three successive weeks prior to the date fixed for redemption, the first such publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. If by reason of the temporary or permanent suspension of publication of any newspaper or by reason of any other cause, it shall be impossible to make publication of such notice in a daily newspaper as herein provided, then such publication or other notice in lieu thereof as shall be made by the Fiscal and Paying Agent shall constitute sufficient publication of such notice, if such publication or other notice shall, so far as may be possible, approximate the terms and conditions of the publication in lieu of which it is given. The Fiscal and Paying Agent shall promptly furnish to the relevant Issuer and to each other paying agent of such Issuer a copy of each notice of redemption so published. Any notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give notice or any defect in the notice to the holder of any Note of a Series designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note of such Series.

Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which the Notes of such Series are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes and, in the case of Notes issued with coupons, of all coupons appertaining thereto maturing after the date fixed for redemption, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Notes of a Series are to be redeemed the notice of redemption shall specify the number or numbers of the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for

redemption, upon surrender of such Note, a new Note or Notes of the same Series in principal amount equal to the unredeemed portion thereof, together with any unmatured coupons appertaining thereto, will be issued.

On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the relevant Issuer will deposit with the Fiscal and Paying Agent or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Notes or portions thereof so called for redemption, together with accrued interest to the date fixed for redemption. If less than all the Notes of a Series are to be redeemed such Issuer will give the Fiscal and Paying Agent notice not less than 60 days prior to the redemption date as to the aggregate principal amount of Notes of such Series to be redeemed and the Fiscal and Paying Agent shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Notes or portions thereof to be redeemed. Notes of a Series may be redeemed in part only in multiples of the smallest authorized denomination of that Series.

(b) If notice of redemption has been given as provided in this Section, the Notes or portions of Notes of the Series with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price together with any interest accrued to the date fixed for redemption, and on and after said date (unless the relevant Issuer shall default in the payment of Notes or portions of such Notes, together with any interest accrued to said date) any interest on the Notes or portions of Notes of such Series so called for redemption shall cease to accrue, and the unmatured coupons, if any, appertaining thereto shall be void. On presentation and surrender of such Notes at a place of payment in said notice specified, together with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, the said Notes or the specified portions thereof shall be paid and redeemed by the relevant Issuer at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption; provided, however, that payment of interest becoming due on the date fixed for redemption shall be payable in the case of Notes with coupons attached thereto, to the holders of the coupons for such interest upon surrender thereof, and in the case of Registered Notes, to the persons to whom the principal thereof shall be payable.

If any Note issued with coupons is surrendered for redemption and is not accompanied by all appurtenant coupons maturing after the date fixed for redemption, the surrender of such missing coupon or coupons may be waived by the relevant Issuer and the Fiscal and Paying Agent, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Upon presentation of any Note redeemed in part only, the relevant Issuer shall execute and the Fiscal and Paying Agent shall authenticate and deliver to the holder thereof, at the expense of such Issuer, a new Note or Notes of the same Series, of authorized denominations, together with all unmatured coupons, if any, appertaining thereto, in aggregate principal amount equal to the unredeemed portion of the Note so presented.

In lieu of making all or any part of any mandatory sinking fund payment with respect to any Notes in cash the relevant Issuer may at its option (a) deliver to the Fiscal and Paying Agent Notes, together with all unmatured coupons, if any, appertaining thereto, of the same Series theretofore purchased or otherwise acquired by such Issuer, or (b) receive credit for the principal amount of Notes of the same Series which have been redeemed either at the election of such Issuer pursuant to the terms of such Notes or through the application of permitted optional sinking fund payments pursuant to the terms of such Notes; provided that such Notes have not previously been so credited. Such Notes shall be received and credited for such purpose by the Fiscal and Paying Agent at the redemption price specified in such Notes for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.

Not less than 60 days prior to each sinking fund payment date for any Notes, the relevant Issuer will deliver to the Fiscal and Paying Agent a certificate signed by an Issuer Authorized Representative specifying the amount of the next ensuing sinking fund payment for such Notes pursuant to the terms thereof, the portion thereof, if any, which is to be satisfied by payment of cash (which cash may be deposited with the Fiscal and Paying Agent or with one or more paying agents) and the portion thereof, if any, which is to be satisfied by delivering and crediting Notes of the same Series pursuant to this Section (which Notes, if not theretofore delivered, will accompany such certificate) and whether such Issuer intends to exercise its right to make a permitted optional sinking fund payment with respect to such Notes. Such certificate shall also state that no Event of Default (as defined in Section 8 below) has occurred and is continuing with respect to such Notes. Such certificate shall be irrevocable and upon its delivery the relevant Issuer shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the relevant Issuer to deliver such certificate (or to deliver the Notes specified in this paragraph), the sinking fund payment due on the next succeeding sinking fund payment date for such Notes shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Notes subject to a mandatory sinking fund payment without the option to deliver or credit Notes as provided in this Section and without the right to make any optional sinking fund payment, if any, with respect to such Notes.

Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed 100,000 units of the Specified Currency with respect to the particular Series (or a lesser sum if the relevant Issuer shall so request or determine) with respect to any Notes shall be applied by the Fiscal and Paying Agent on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Notes at the redemption price specified in such Notes for operation of the sinking fund together with accrued interest, if any, to the date fixed for redemption. Any sinking fund moneys not so applied or allocated by the Fiscal and Paying Agent to the redemption of Notes shall be added to the next cash sinking fund payment received by the Fiscal and Paying Agent for such Notes and, together with such payment (or such amount so segregated) shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys with respect to any Notes held by the Fiscal and Paying Agent on the last sinking fund payment date with respect to such Notes and not held for the payment or redemption of particular Notes of such Series shall be applied by the Fiscal and Paying Agent, together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Notes of that Series at maturity.

The Fiscal and Paying Agent shall select or cause to be selected the Notes to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of subsection (a) and the relevant Issuer shall cause notice of the redemption thereof to be given in the manner provided in subsection (b) except that the notice of redemption shall also state that the Notes are being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Notes shall be made upon any Series of Notes the terms and in the manner stated in subsection (b).

On or before each sinking fund payment date, the relevant Issuer shall pay to the Fiscal and Paying Agent in cash a sum equal to any interest accrued to the date fixed for redemption of Notes or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section.

Neither the Fiscal and Paying Agent nor the relevant Issuer shall redeem any Notes of any Series with sinking fund moneys or give any notice of redemption of such Notes by operation of the sinking fund for such Series during the continuance of a default in payment of interest, if any, on such Notes or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to Notes of such Series, except that if the notice of redemption of any such Notes shall theretofore have been given in accordance with the provisions hereof, the Fiscal and Paying Agent shall redeem such Notes if cash sufficient for that purpose shall be deposited with the Fiscal and Paying Agent for that purpose in accordance with the terms of this Section. Except as aforesaid, any moneys in the sinking fund for Notes of such Series at the time when any such default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default, be held as security for the payment of such Notes; provided, however, that in case such default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for Notes of such Series on which such moneys may be applied pursuant to the provisions of this Section.

(c) Any Series of Notes may be made, by provision contained in or established pursuant to a Corporate Order pursuant to Section 2(c) hereof, subject to repayment, in whole or in part, at the option of the holder on a date or dates specified prior to maturity, at a price equal to 100% of the principal amount thereof, together with accrued interest to but excluding the date of repayment, on such notice as may be required, provided, however, that the holder of a Note of such Series may only elect partial repayment in an amount that will result in the portion of such Note that will remain outstanding after such repayment constituting an authorized denomination, or combination thereof, of Notes of such Series.

7. Mutilated, Destroyed, Stolen or Lost Notes.

(a) The Fiscal and Paying Agent is hereby authorized to authenticate (and instruct the Common Safekeeper to effectuate any Eurosystem-eligible NGN) and deliver from time to time Notes of any Series, with all unmatured coupons attached, in exchange for or in lieu of Notes of such Series which become mutilated, defaced, destroyed, stolen or lost or Notes of such Series to which mutilated, defaced, destroyed, stolen or lost coupons appertain. In every case the applicant for a substituted Note of such Series or coupon appertaining thereto shall furnish to the relevant Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and to the Fiscal and Paying Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to such Issuer, the Guarantor and to the Fiscal and Paying Agent evidence to their satisfaction of the destruction, loss or theft of such Note or coupon and of the ownership thereof. Each Note authenticated, effectuated (as applicable) and delivered in exchange for or in lieu of any such Note shall carry all the rights to interest accrued and unpaid and to accrue which were carried by such Note and shall have attached thereto coupons such that neither gain nor loss in interest shall result from such exchange or substitution.

Upon the issuance of any substituted Note or coupon, the relevant Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Note or coupon which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the relevant Issuer may, instead of issuing a substituted Note, pay or authorized the payment of the same (without surrender thereof except in the case of a mutilated Note or coupon) if the applicant for such payment shall furnish to such Issuer, the Guarantor and to the Fiscal and Paying Agent such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to such Issuer, the Guarantor and the Fiscal and Paying Agent of the destruction, loss or theft of such Note or coupon and the ownership thereof.

(b) All Notes and coupons surrendered for payment, redemption, repayment, exchange or registration of transfer or for credit against any sinking fund shall be delivered to, or to the order of, the Fiscal and Paying Agent for cancellation. The Fiscal and Paying Agent shall cancel and destroy, or procure the cancellation and destruction of, all such Notes and coupons and shall deliver a certificate of destruction to the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. In the case of any global Note initially issued in temporary global form, which shall be destroyed by the Fiscal and Paying Agent upon exchange in full, the certificate of destruction shall state that a certification in the form required pursuant to the terms of such global Note was received with respect to each portion thereof exchanged for an interest in a Note in permanent global form or in definitive form. The Fiscal and Paying Agent is authorized by the relevant Issuer and instructed to, in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect any such cancellation, as the case may be.

8. Events of Default. The term "Events of Default" whenever used herein with respect to Notes of any Series which are expressed in the relevant Final Terms or Securities Note, as the case may be, as being senior and unsubordinated notes means any one of the following events and such other events as may be established with respect to the Notes of such Series as contemplated by Section 2 hereof, continued for the period of time, if any, and after the giving of notice, if any, designated in this Agreement or as may be established with respect to such Notes as contemplated by Section 2 hereof, as the case may be, unless it is either inapplicable or is specifically deleted or modified in the applicable Corporate Order under which such Series of Notes is issued, as the case may be, as contemplated by Section 2:

(i)

default in the payment of any installment of interest (including Additional Amounts) upon any Note of such Series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(ii)

default in the payment of the principal of, or premium, if any, on any Note of such Series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration, repayment or otherwise; or

(iii)

default in the making or satisfaction of any sinking fund payment or analogous obligation as and when the same shall become due and payable by the terms of any Notes of such Series; or

(iv)

failure on the part of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor duly to observe or perform any other of the covenants or agreements on the part of such Issuer or the Guarantor in respect of the Notes of such Series contained in such Notes or this Agreement (other than a covenant or agreement in respect of the Notes of such Series a default in whose observance or performance is elsewhere in this Section specifically dealt with) continued for a period of 60 days after the date on which written notice of such failure, requiring such Issuer or the Guarantor to remedy the same, shall have been given to such Issuer, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; or

(v)

an event of default with respect to any other Series of Notes issued or hereafter issued pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which GE Capital has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to the relevant Issuer, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GE Capital, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(vi)

in the case of Notes issued by GEC Australia Funding, an event of default with respect to any other Series of Notes issued or hereafter issued by GEC Australia Funding pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which GEC Australia Funding has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least A$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, of GEC Australia Funding shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to GEC Australia Funding, as the case may be, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GEC Australia Funding or the Guarantor, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(vii)

in the case of Notes issued by GEC Canada Funding, an event of default with respect to any other Series of Notes issued or hereafter issued by GEC Canada Funding pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which GEC Canada Funding has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least C$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, of GEC Canada Funding shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to GEC Canada Funding, as the case may be, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GEC Canada Funding or the Guarantor, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(viii)

in the case of Notes issued by an Irish Issuer, an event of default with respect to any other Series of Notes issued or hereafter issued by such Irish Issuer pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which such Irish Issuer has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least U.S.$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, of such Irish Issuer shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to such Irish Issuer, as the case may be, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by such Irish Issuer or the Guarantor, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(ix)

a decree or order by a court having jurisdiction in the premises shall have been entered adjudging GE Capital bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of GE Capital under the United States Federal Bankruptcy Code or any other similar applicable United States Federal or State law, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of GE Capital or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or

(x)

GE Capital shall institute proceedings to be adjudicated voluntarily bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under the United States Federal Bankruptcy Code or any other similar applicable United States Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pays its debts generally as they become due; or

(xi)

in the case of Notes issued by GEC Australia Funding, GEC Australia Funding shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator or any other officer with similar powers shall be appointed with respect to GEC Australia Funding or all or substantially all of the property of GEC Australia Funding, and, in all such cases, continues both undischarged and unstayed for a period of 90 days; or

(xii)

in the case of Notes issued by GEC Canada Funding, any of the following events shall occur: (A) an order shall be made or an effective resolution be passed for the winding-up or liquidation or dissolution of GEC Canada Funding by operation of law, except in the course of carrying out, or pursuant to, a reconstruction, reorganization, consolidation, merger, amalgamation, transfer, sale, conveyance, lease or other disposition contemplated in or permitted under this Agreement; (B) GEC Canada Funding shall make a general assignment for the benefit of its creditors or a proposal under applicable bankruptcy legislation, or if an effective resolution be passed by GEC Canada Funding to give effect to any of the foregoing; or (C) GEC Canada Funding shall be declared bankrupt, or if a custodian or sequestrator or a receiver and manager or any other officer with similar powers shall be appointed of GEC Canada Funding or of all or substantially all of the property of GEC Canada Funding, and, in all such cases, such continues both undischarged and unstayed for a period of 90 days; or

(xiii)

in the case of Notes issued by an Irish Issuer, such Irish Issuer shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator, examiner or any other official with similar powers shall be appointed with respect to such Irish Issuer or all or substantially all of the property of such Irish Issuer, and, in all such cases, continues both undischarged and unstayed for a period of 90 days; or

(xiv)

any other Event of Default provided in the applicable Corporate Order under which such Series of Notes is issued as contemplated by Section 2(c); or

(xiii)

with respect to each Additional Issuer acceding hereto pursuant to Section 19 hereof, such Events of Default to the foregoing effect as are provided in the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof and any other Events of Default provided in the applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof.

If an Event of Default with respect to Notes of any Series at the time outstanding occurs and is continuing, then and in each and every case, unless the principal of the Notes of such Series shall have already become due and payable, each Note of such Series shall, at the option of and upon written notice to the relevant Issuer, the Guarantor and the Fiscal and Paying Agent by the then holder thereof, mature and become due and payable upon the date that such written notice is received by such Issuer, the Guarantor and the Fiscal and Paying Agent at a price equal to 100% of the principal amount thereof (or, if such Note provides for an amount less than the principal amount thereof to be due and payable upon redemption or a declaration of acceleration of the maturity thereof pursuant to this Section (hereinafter an "Original Issue Discount Note"), such portion of the principal amount as may be specified in the terms of such Note), together with accrued interest to such date, upon presentation and surrender of such Note and all coupons appertaining thereto maturing after such date, unless prior to such date all Events of Default in respect of all such Notes of such Series shall have been cured.

9. Additional Payments; Tax Redemption.

(a) U.S. Additional Amounts. The relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the "U.S. Additional Amounts" and, together with the Australian Additional Amounts, the Canadian Additional Amounts, the Irish Additional Amounts and Other Additional Amounts (as such terms are hereinafter defined), the "Additional Amounts") to the holder of any Note of any Series or of any interest coupon appertaining thereto who is a United States Alien (as defined below) as may be necessary in order that every net payment of the principal of, premium and interest, including original issue discount, on such Note and any other amounts payable on such Note, after withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note or coupon to be then due and payable. However, the relevant Issuer or the Guarantor, as the case may be, will not be required to make any payment of U.S. Additional Amounts to any such holder for or on account of:

(i)

any such tax, assessment or other governmental charge which would not have been so imposed but for (1) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been

a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein or (2) the presentation by the holder of any such Note or coupon for payment on a date more than 15 calendar days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(ii)

any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

(iii)

any tax, assessment or other governmental charge imposed by reason of such holder's past or present status as a personal holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company with respect to the United States or as a corporation which accumulates earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organization;

(iv)

any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;

(v)

any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the holder or beneficial owner of such Note, if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge;

(vi)

any tax, assessment or other governmental charge imposed by reason of such holder's past or present status as the actual or constructive owner of 10% or more of the total combined voting power of all classes of stock entitled to vote of the relevant Issuer or of the Guarantor or as a direct or indirect subsidiary of the relevant Issuer or of the Guarantor;

(vii)

any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Note or coupon, if such payment can be made without such deduction or withholding by any other Paying Agent; or

(viii)

any combination of any of items (i), (ii), (iii), (iv), (v), (vi) and (vii);

nor shall U.S. Additional Amounts be paid with respect to any payment on any such Note to a United States Alien who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the U.S. Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Note.

The term ?United States Alien? means a beneficial owner of a Note that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

(b) Australian Additional Amounts. All payments of principal and interest in respect of Notes issued by GEC Australia Funding and any coupons relating thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In that event, GEC Australia Funding or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the right of redemption of GEC Australia Funding referred to above in Section 6 - ?Redemption; Sinking Funds; Repayment at the Option of the Holder?) such additional amounts (the ?Australian Additional Amounts?) as may be necessary in order that the net amounts received by the holders of such Notes or coupons after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of the Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Australian Additional Amounts shall be payable with respect to any Note or coupon presented for payment:

(i) by or on behalf of a holder who is subject to such taxes, duties, assessments or governmental charges by reason of his being resident or deemed to be resident in Australia or otherwise than merely by the holding or use or deemed holding or use outside Australia or ownership as a non-resident of Australia of such Notes or coupons; or

(ii) by or on behalf of a holder who is a resident of Australia where no additional amount would have been required to be paid had a tax file number, Australian business number or other exemption details been quoted to GEC Australia Funding in respect of the relevant Note before the due date for payment in respect of the relevant Note (?resident?, ?tax file number? and ?Australian business number? having the same meaning for this purpose as they have in the Income Tax Assessment Act 1936 (the ?Australian Tax Act?), Income Tax Assessment Act 1997 and the Taxation Administrative Act 1953 (each as amended) of Australia); or

(iii) by or on behalf of a holder who is subject to such taxes, duties, assessments or government charges which would not have been so imposed but for the presentation by the holder of any such Note or coupon for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; or

(iv) if the holder of such Note or coupon or any entity which directly or indirectly has an interest in or right in respect of such Note or coupon is a ?resident of Australia? or a ?non-resident? who is engaged in carrying on business in Australia at or through a ?permanent

establishment" of that non-resident in Australia (the expressions ?resident of Australia?, ?non-resident" and ?permanent establishment? having the meanings given to them by the Australian Tax Act) if, and to the extent that, Section 126 of the Australian Tax Act (or any equivalent provision) requires GEC Australia Funding to pay income tax in respect of interest payable on such Note or coupon and the income tax would not be payable were the holder or such entity not such a ?resident of Australia" or ?non-resident"; or

(v) by or on behalf of a holder who is an associate of GEC Australia Funding within the meaning of Section 128F of the Australian Tax Act where interest withholding tax is payable in respect of that payment by reason of Section 128F(6) of that Act.

(c) Canadian Additional Amounts. All payments of principal and interest in respect of Notes issued by GEC Canada Funding and any interest coupons appertaining thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Canada or any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, GEC Canada Funding (in the case of Notes issued by GEC Canada Funding) or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the right of redemption of GEC Canada Funding referred to in paragraph (h) below such additional amounts (the ?Canadian Additional Amounts") as may be necessary in order that the net amounts received by the holders of Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of such Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Canadian Additional Amounts shall be payable with respect to any such Note or coupon presented for payment:

(i) by or on behalf of a holder who is subject to such taxes, duties, assessments or charges otherwise than merely by the holding or use or deemed holding or use outside Canada or ownership as a non-resident of Canada of such Note or coupon; or

(ii) by or on behalf of a holder in respect of whom such taxes, duties, assessments or charges are required to be withheld or deducted by reason of the holder being a person with whom GEC Canada Funding is not dealing at arm's length (within the meaning of the Income Tax Act (Canada)); or

(iii) more than 15 days after the Relevant Date (as defined below), except to the extent that the holder thereof would have been entitled to such Canadian Additional Amounts on presenting such Note or coupon for payment on the last day of such period of 15 days.

The term ?Relevant Date" means the later of (i) the date on which payment in respect of the relevant Note or Coupon becomes due and payable; and (ii) if the full amount of the moneys payable on such date has not been received by the Fiscal and Paying Agent on or prior to such date, the date on which the full amount of such moneys having been so received, notice of such receipt is duly published in accordance with the terms set out under Section 20- ?Notices to Parties" below.

(d) Irish Additional Amounts. All payments of principal and interest in respect of Notes issued by an Irish Issuer will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Ireland or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, the relevant Irish Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the Issuer's right of redemption referred to above) such additional amounts (the ?Irish Additional Amounts") as may be necessary in order that the net amounts received by the holder of such Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received in respect of such Notes or the coupons appertaining thereto, as the case may be, in the absence of such withholding or deduction, except that no Irish Additional Amounts shall be payable with respect to any such Note or a coupon appertaining thereto presented for payment:

(i) by or on behalf of a holder who is subject to such taxes, duties, assessments or charges otherwise than merely by the holding or use or deemed holding or use outside Ireland or ownership as a non-resident of Ireland of such Notes or coupon appertaining thereto;

(ii) by or on behalf of a holder who is subject to such taxes, duties, assessments or charges or government charges which would not have been so imposed but for the presentation by the holder of any such Note or coupon for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; or

(iii) by or on behalf of a holder who is subject to such taxes, duties, assessments or charges or government chargers which are deducted or withheld by an Irish paying agent, if the payment could have been made by another paying agent without such deduction or withholding.

There is also no obligation of an Irish Issuer or the Guarantor to pay such Irish Additional Amounts if such deduction or withholding taxes, duties or governmental charges could be prevented or reduced by the fulfillment of information or other obligations.

(e) European Union. The relevant Issuer or Guarantor, as the case may be, will not be required to make any payment of Additional Amounts to any such holder for or on the account of:

(i) any tax, duty, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, or interest on, any Note, if such payment can be made without such withholding by any other Paying Agent in a member state of the European Union; or

(ii) any tax, duty, assessment or other governmental charge required to be imposed or withheld on a payment to an individual and which is required to be made pursuant to any European Union Directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive.

(f) Other Additional Amounts. In the case of Notes issued by an Additional Issuer acceding to this Agreement pursuant to Section 19 hereof, all payments of principal and interest in respect of Notes issued by such Issuer and any interest coupons appertaining thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction of organization of such Issuer or any political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, such Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay such additional amounts (the ?Other Additional Amounts") as may be necessary in order that the net amounts received by the holders of Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of the Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Other Additional Amounts shall be payable with respect to any Note or coupon as are provided in the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof or otherwise provided in such applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof; provided, however, that the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof or the applicable Corporate Order under which a Series of Notes is issued by an Additional Issuer as contemplated by Section 2(c) hereof may amend, modify or replace these provisions, as necessary to conform such Issuer's obligation to pay additional amounts on such Notes to applicable laws, rules or regulations of the country of incorporation or organization of such Issuer or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or to comply with any official position regarding the application or interpretation of such laws, rules or regulations, including any guidance from an official source.

(g) Tax Redemption - General. All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the ?Redemption Determination Date"), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based

on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due.

Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice.

If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of a certificate substantially in the form set forth in (i) Exhibit B-1 provided by the holder of such Note or (ii) Exhibit B-2, delivery of which is a condition to payment of such Note.

(i) Tax Redemption: Notes Issued by GEC Canada Funding. All Notes of the same Series issued by GEC Canada Funding may be redeemed, at the option of GEC Canada Funding (in the case of Notes issued by GEC Canada Funding) in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if GEC Canada Funding or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any change effected by guidance in any form from an official source, which change or amendment

becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, GEC Canada Funding or the Guarantor, as the case may be, has or will become obligated to pay Canadian Additional Amounts with respect to the Notes as described under Section 9(c) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, GEC Canada Funding or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that GEC Canada Funding is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of GEC Canada Funding, to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which GEC Canada Funding or the Guarantor, as the case may be, would be obligated to pay such Canadian Additional Amounts if a payment in respect of such Notes were then due.

(j) Tax Redemption: Notes Issued by an Irish Issuer. All Notes of the same Series issued by an Irish Issuer may be redeemed, at the option of such Irish Issuer (in the case of Notes issued by such Irish Issuer) in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if such Irish Issuer or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Ireland or of any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any change effected by guidance in any form from an official source, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, such Irish Issuer or the Guarantor, as the case may be, has or will become obligated to pay Irish Additional Amounts with respect to the Notes as described under Section 9(d) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Irish Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that such Irish Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Irish Issuer, to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Irish Issuer or the Guarantor, as the case may be, would be obligated to pay such Irish Additional Amounts if a payment in respect of such Notes were then due.

(k) Tax Redemption: Notes Issued by Additional Issuers. All Notes of the same Series issued by an Additional Issuer acceding to this Agreement pursuant to Section 19 hereof may be

redeemed, at the option of such Issuer, in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if such Issuer or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction of such Issuer's organization or of any political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any change effected by guidance in any form from an official source, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, such Issuer or the Guarantor, as the case may be, has or will become obligated to pay Other Additional Amounts with respect to the Notes as described under Section 9(f) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, such Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that such Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Issuer or the Guarantor, as the case may be, would be obligated to pay such Other Additional Amounts if a payment in respect of such Notes were then due; provided, however, that the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof or the applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof may amend, modify or replace these provisions, as necessary to conform such Issuer's right to redeem the Notes to applicable laws, rules or regulations of the country or organization of such Issuer or any political subdivisions thereof or any authority or agency therein or thereof having power to tax, or to comply with any official position regarding the application or interpretation of such laws, rules or regulations, including any guidance from an official source.

(l) Special Tax Redemption of Bearer Notes. If the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall determine that any payment made outside the United States by such Issuer, the Guarantor (if the Guarantor is required to make payments under the relevant Guarantee) or any Paying Agent of principal or interest, including original discount, due in respect of any Bearer Notes of any Series would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which requirement is the disclosure to such Issuer, the Guarantor, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bearer Note or coupon who is a United States Alien (other than such a requirement (a) which would not be applicable to a payment made by such Issuer, the Guarantor or any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) which can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien, provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner is not otherwise subject to any such requirement), the relevant Issuer shall (in the case of Notes issued by an Issuer other than GEC Canada Funding) or may (in the case of Notes issued by GEC Canada Funding) redeem the Bearer Notes of such Series, in whole,

or if the conditions of the next paragraph are satisfied, pay the additional amounts specified in such paragraph. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. The relevant Issuer or the Guarantor, as the case may be, shall make such determination and election as soon as practicable and publish prompt notice thereof (the ?Determination Notice") stating the effective date of such certification, identification or other information reporting requirements, whether such Issuer will redeem the Bearer Notes of such Series, or whether such Issuer or the Guarantor, as the case may be, has elected to pay the U.S. Additional Amounts specified in the next paragraph, and (if applicable) the last date by which the redemption of the Bearer Notes of such Series must take place, as provided in the next succeeding sentence. If the relevant Issuer redeems the Bearer Notes of such Series, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the relevant Issuer or the Guarantor, as the case may be, shall elect by notice to the Fiscal and Paying Agent at least 60 days prior to the date fixed for redemption. Notice of such redemption of the Bearer Notes of such Series will be given to the holders of such Bearer Notes not more than 60 nor less than 30 days prior to the date fixed for redemption. Such redemption notice shall include a statement as to the last date by which the Bearer Notes of such Series to be redeemed may be exchanged for Registered Notes. Notwithstanding the foregoing, the relevant Issuer shall not so redeem such Bearer Notes if such Issuer or the Guarantor shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such requirement, in which case such Issuer or the Guarantor shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. The right of the holders of Bearer Notes called for redemption pursuant to this paragraph to exchange such Bearer Notes for Registered Notes will terminate at the close of business of the Principal Paying Agent on the fifteenth day prior to the date fixed for redemption, and no further exchanges of such Series of Bearer Notes for Registered Notes shall be permitted.

If and so long as the certification, identification or other information reporting requirements referred to above in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the relevant Issuer or the Guarantor, as the case may be, may elect to pay as U.S. Additional Amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by such Issuer, the Guarantor or any Paying Agent of principal or interest, including original issue discount, due in respect of any Bearer Note or any coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality residence of identity of such beneficial owner be disclosed to such Issuer, the Guarantor, any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge which (i) would not be applicable in the circumstances referred to in the third parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of presentation of such Bearer Note or coupon for payment more than 15 days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Bearer Note or coupon to be then due and payable. In the event the relevant Issuer or the Guarantor, as the case may be, elects to pay any U.S. Additional Amounts pursuant to this paragraph, such Issuer shall have the right to redeem the Bearer Notes of such Series in whole at any time pursuant to the applicable provisions of the preceding paragraph and the redemption price of such Bearer Notes shall not be reduced for

applicable withholding taxes. If such Issuer or the Guarantor, as the case may be, elects to pay U.S. Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then such Issuer shall (in the case of Notes issued by an Issuer other than GEC Canada Funding) or may (in the case of Notes issued by GEC Canada Funding) redeem the Bearer Notes of such Series in whole, pursuant to the applicable provisions of the preceding paragraph.

10. Covenant of the Issuers and the Guarantor.

(a) Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant and agree for the benefit of holders of all Notes issued hereunder that they will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on all such Notes (together with any Additional Amounts) at the places, at the respective times and in the manner provided in such Notes, in the coupons, if any appertaining thereto, and in this Agreement. The interest on Notes issued with coupons (together with any Additional Amounts) shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Bearer Note provides that interest thereon may be paid while such Note is in temporary form, the interest on any such temporary Bearer Note (together with any Additional Amounts) shall be paid, as to the installments of interest only, (i) in the case of a CGN, upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Notes for notation thereon of the payment of such interest, or (ii) in the case of any temporary global Note which is a NGN, upon the Fiscal and Paying Agent instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payments, in each case subject to the restrictions set forth in Section 5.

11. Obligations of the Fiscal and Paying Agent. The Fiscal and Paying Agent accepts its obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor agree and to all of which the rights of the holders from time to time of the Notes of each Series shall be subject:

(a) The Fiscal and Paying Agent shall be entitled to the compensation to be agreed upon with the relevant Issuer and the Guarantor for all services rendered by it, and such Issuer and the Guarantor agree promptly to pay such compensation and to reimburse the Fiscal and Paying Agent for its reasonable out-of-pocket expenses (including fees and expenses of counsel) incurred by it in connection with the services rendered by it hereunder. The relevant Issuer and the Guarantor also agree to indemnify the Fiscal and Paying Agent and each paying agent of such Issuer and the Guarantor for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with their acting as Fiscal and Paying Agent or paying agent of such Issuer and the Guarantor hereunder. The obligations of such Issuer and the Guarantor under this subsection (a) shall survive the payment of the Notes and the resignation or removal of the Fiscal and Paying Agent and each paying agent of such Issuer and the Guarantor, as the case may be.

(b) In acting under this Agreement and in connection with the Notes, the Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor are acting solely as agents of such Issuer and the Guarantor and do not assume any obligation towards or relationship of agency or trust for or with any of the beneficial owners or holders of the Notes except that all funds held by the Fiscal and Paying Agent or any other paying agent of such Issuer and the Guarantor for the payment of principal, of

premium and of interest on (and Additional Amounts, if any, with respect to) the Notes shall be held in trust by them and applied as set forth herein and in the Notes, but need not be segregated from other funds held by them, except as required by law; provided that moneys paid by the relevant Issuer or the Guarantor to the Fiscal and Paying Agent or any other paying agent of such Issuer or the Guarantor for the payment of the principal of, premium and interest on (and Additional Amounts, if any, with respect to) any of the Notes and remaining unclaimed at the end of three years after the date on which such principal, premium or interest (or Additional Amounts, if any) shall have become due and payable shall be repaid to the relevant Issuer or the Guarantor, as the case may be, as provided and in the manner set forth in Section 5, whereupon the aforesaid trust shall terminate and all liability of the Fiscal and Paying Agent or any other paying agent of the relevant Issuer and the Guarantor to such Issuer and the Guarantor with respect to such moneys shall cease.

(c) The Fiscal and Paying Agent may consult with counsel and any advice or written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion.

(d) The Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or thing suffered by them in reliance upon any Note, coupon, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by them to be genuine and to have been presented or signed by the proper party or parties.

(e) The Fiscal and Paying Agent or any paying agent of the relevant Issuer or the Guarantor may, in its individual capacity or any other capacity, become the owner of, or acquire any interest in, any Notes or other obligations of such Issuer or the Guarantor with the same rights that it would have if it were not the Fiscal and Paying Agent or such paying agent of such Issuer or the Guarantor, and may engage or be interested in any financial or other transaction with such Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of beneficial owners or holders of Notes or other obligations of such Issuer or the Guarantor as freely as if it were not the Fiscal and Paying Agent or such paying agent of such Issuer or the Guarantor.

(f) Neither the Fiscal and Paying Agent nor any other paying agent of the relevant Issuer or the Guarantor shall be under any liability for interest on any moneys received by it pursuant to any of the provisions of this Agreement or the Notes.

(g) The recitals contained herein and in the Notes (except in the Fiscal and Paying Agent's certificate of authentication) shall be taken as the statements of the relevant Issuer and the Guarantor, and the Fiscal and Paying Agent assumes no responsibility for the correctness of the same. The Fiscal and Paying Agent does not make any representation as to the validity or sufficiency of this Agreement or the Notes. Neither the Fiscal and Paying Agent nor any paying agent of the relevant Issuer and the Guarantor shall be accountable for the use or application by such Issuer of any of the Notes or the proceeds thereof.

(h) The Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth (including Appendix 1 (New Global Note Provisions) in the case of the Fiscal and Paying Agent), and no implied duties or obligations shall be read into this Agreement or the Notes against the Fiscal and Paying Agent or any such paying agent. Each paying agent of the relevant Issuer (other

than the Fiscal and Paying Agent) agrees that if any information that is required by the paying agent to perform the duties set out in Appendix 1 (New Global Note Provisions) becomes known to it, it will promptly provide such information to the Fiscal and Paying Agent. The Fiscal and Paying Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.

(i) Unless otherwise specifically provided herein or in the Notes, any order, certificate, notice, request, direction or other communication from the relevant Issuer or the Guarantor made or given under any provision of this Agreement shall be sufficient if signed by the President, the Chief Executive Officer, any Senior Vice President or Vice President, the Secretary or any Assistant Secretary or any duly authorized attorney-in-fact of the relevant Issuer or the Guarantor, as the case may be.

(j) The Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor shall be obligated to collect IRS Form W-8BEN or other applicable form required by the United States Internal Revenue code of 1986, as amended.

12. Maintenance and Resignation of Fiscal and Paying Agent.

(a) The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor agree, for the benefit of the beneficial owners from time to time of the Notes, that, until all of the Notes and coupons are no longer outstanding or until moneys for the payment of all of the principal of, premium and interest on all outstanding Notes (and Additional Amounts, if any) shall have been made available at the principal office of the Fiscal and Paying Agent, and shall have been returned to the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor as provided in Section 11(b), whichever occurs earlier, there shall at all times be a Fiscal and Paying Agent hereunder. The Fiscal and Paying Agent shall at all times maintain a place of business in, or in lieu thereof maintain an agent for service of process located in, London, England.

(b) Each Issuer and the Guarantor further agrees that (i) so long as any Notes are listed and/or admitted to trading on or by a stock exchange, competent authority and/or market, there will at all times be a Paying Agent (or the Fiscal and Paying Agent) having a specified office in each location required by the relevant rules of such stock exchange, competent authority and/or market; (ii) there will at all times be a Paying Agent (or the Fiscal and Paying Agent) with a specified office in a city in a member state of the European Union; and (iii) they will ensure that to the extent practicable it maintains a Paying Agent (or the Fiscal and Paying Agent) in a Member State of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

(c) The Fiscal and Paying Agent may at any time resign by giving written notice of its resignation mailed to the relevant Issuer and the Guarantor specifying the date on which its resignation shall become effective; provided that such date shall be at least 90 days after the date on which such notice is given unless such Issuer and the Guarantor agree to accept less notice. Upon receiving such notice of resignation, the relevant Issuer and the Guarantor shall promptly appoint a successor fiscal and paying agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of such Issuer and the Guarantor, one copy of which shall be delivered to the resigning Fiscal and Paying Agent and one copy to the successor fiscal and paying agent. Such resignation shall become effective upon the earlier of (i) the effective date of such resignation or (ii) the acceptance of appointment by the successor fiscal and

paying agent as provided in subsection (c). The relevant Issuer and the Guarantor may, at any time and for any reason, and shall, upon any event set forth in the next succeeding sentence, remove the Fiscal and Paying Agent and appoint a successor fiscal and paying agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of such Issuer and the Guarantor, one copy of which shall be delivered to the Fiscal and Paying Agent being removed and one copy to the successor fiscal and paying agent. The Fiscal and Paying Agent shall be removed as aforesaid if it shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Fiscal and Paying Agent or of its property shall be appointed, or any public officer shall take charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any removal of the Fiscal and Paying Agent and any appointment of a successor fiscal and paying agent shall become effective upon acceptance of appointment by the successor fiscal and paying agent as provided in subsection (c). Upon its resignation or removal, the Fiscal and Paying Agent shall be entitled to the payment by the relevant Issuer or the Guarantor of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder (including any resignation expenses of the Fiscal and Paying Agent and fees and expenses of counsel).

(d) Any successor fiscal and paying agent appointed as provided in subsection (b) shall execute and deliver to its predecessor and to the relevant Issuer and the Guarantor an instrument accepting such appointment hereunder, and thereupon such successor fiscal and paying agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Fiscal and Paying Agent hereunder, and such predecessor, upon payment of its compensation and out-of-pocket expenses then unpaid, shall pay over to such successor agent all moneys or other property at the time held by it hereunder.

(e) Any corporation or bank into which the Fiscal and Paying Agent may be merged or converted, or with which the Fiscal and Paying Agent may be consolidated, or any corporation or bank resulting from any merger, conversion, banking business transfer or consolidation to which the Fiscal and Paying Agent shall be a party, or any corporation or bank succeeding to the fiscal agency business of the Fiscal and Paying Agent shall be the successor to the Fiscal and Paying Agent hereunder (provided that such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further act on the part of any of the parties hereto.

13. Paying Agency. Each Issuer and the Guarantor shall cause each Paying Agent appointed by such Issuer and the Guarantor to execute and deliver to the Fiscal and Paying Agent an instrument in which such agent shall agree with the Fiscal and Paying Agent, subject to the provisions of this Section,

(1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on such Notes (whether such sums have been paid to it by the Issuer or the Guarantor or by any other obligor on such Notes) in trust for the benefit of the holders of such Notes, or the coupons appertaining thereto, if any;

(2) that it will give the Fiscal and Paying Agent notice of any failure by any such Issuer or the Guarantor (or by any other obligor on such Notes) to make any payment of the principal of, premium, if any, or interest, if any, on such Notes when the same shall be due and payable; and

(3) that at any time during the continuance of any failure by any such Issuer or the Guarantor (or by any other obligor on such Notes) specified in the preceding paragraph (2), such paying agent will, upon the written request of the Fiscal and Paying Agent, forthwith pay to the Fiscal and Paying Agent all sums so held in trust by it.

The Fiscal and Paying Agent shall arrange with all such paying agencies for the payment, from funds furnished by each Issuer and the Guarantor to the Fiscal and Paying Agent pursuant to this Agreement, of the principal of, premium and interest on the Notes (and Additional Amounts, if any, with respect to the Notes).

14. Merger, Consolidation, Sale or Conveyance.

(a) Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant that they will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of their respective assets to any corporation, unless (i) either such Issuer or the Guarantor, as the case may be, shall be the continuing corporation, or the successor corporation (if other than such Issuer or the Guarantor) shall be (a) with respect to GE Capital, a corporation organized and existing under the laws of the United States of America or a state thereof, (b) with respect to GEC Australia Funding, a corporation incorporated under the laws of Australia or any political subdivision thereof, (c) with respect to GEC Canada Funding, a corporation incorporated under the laws of Canada or any province of territory thereof, (d) with respect to any Irish Issuer, a company incorporated under the Companies Acts of Ireland, 1963-2003 and (e) with respect to each Additional Issuer, a corporation incorporated under the laws of the country of incorporation or organization of such Issuer, and in each case such successor corporation shall expressly assume the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Notes and coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement, the Notes and the Guarantee to be performed by such Issuer or the Guarantor, as the case may be, executed and delivered to the Fiscal and Paying Agent by such corporation, and (ii) such Issuer or the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenants or conditions.

(b) In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or other disposition, and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the relevant Issuer or the Guarantor, as the case may be, with the same effect as if it had been named herein as such Issuer or the Guarantor, and such Issuer or the Guarantor shall be relieved of any further obligation under this Agreement and under the Notes and coupons, if any, and may be dissolved, wound up and liquidated at any time thereafter. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the relevant Issuer or the Guarantor, as the case may be, any or all of the Notes issuable hereunder together with any coupons appertaining thereto which theretofore shall not have been signed by such Issuer or the Guarantor and delivered to the Fiscal and Paying Agent; and, upon the order of such successor corporation, instead of such Issuer or the Guarantor and subject to all the terms, conditions and limitations in this Agreement prescribed, the Fiscal and Paying Agent shall authenticate and shall deliver any Notes together with any coupons appertaining thereto which previously shall have been signed and delivered to the Fiscal and Paying Agent for that purpose. All Notes appertaining thereto shall in all respects have the same legal rank and benefit under this Agreement as the Notes theretofore or thereafter issued in accordance with the terms of this Agreement as though all or such Notes had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes and coupons thereafter to be issued as may be appropriate.

15. Meetings of Holders of the Notes.

(a) Each Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor may at any time call a meeting of the holders of the Notes of any or all Series, such meeting to be held at such time and at such place as such Issuer or the Guarantor shall determine, for the purpose of obtaining a waiver of or an amendment to any provision of this Agreement or the Notes of any Series (to the extent permitted in Section 18 hereof). For purposes of this Section, ?holders of a global Bearer Note" shall be those persons shown on the records of Euroclear, Clearstream, Luxembourg, or another clearance system in which such Notes are held, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts on the date on which notice of the meeting is given. Notice of any meeting of Noteholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be (i) if any Bearer Notes of a Series affected are then outstanding, published prior to the date fixed for the meeting at least once a week for three successive weeks in one leading English language daily newspaper with general circulation in London, England, or, if publication in London is not practical, elsewhere in Western Europe and (ii) if any Registered Notes of a Series affected are then outstanding, mailed to the holders of then outstanding Registered Notes of each Series affected at their addresses as they shall appear on the books of the Registrar. The first publication or mailing of notice, in the case of Registered Notes, shall be made not less than 20 nor more than 180 days prior to the date fixed for such meeting. Such publication is expected to be made in the Financial Times. Notice of any meeting of holders of Bearer Notes that have been listed and/or admitted to trading on any stock exchange, competent authority and/or market shall be published in accordance with the applicable rules and regulations promulgated by such exchange, competent authority and/or market. To be entitled to vote at any meeting of holders of Notes a person shall be (i) a holder of one of more Notes of the relevant Series with respect to which such meeting is being held or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more such Notes. The only persons who shall be entitled to be present or to speak at any meeting of the holders of the Notes of any Series shall be the persons entitled to vote at such meeting and their counsel and any representatives of the relevant Issuer, the Guarantor and their counsel.

(b) The persons entitled to vote a majority in principal amount of the Notes of the relevant Series at the time outstanding shall constitute a quorum for the purpose of obtaining any such waiver or amendment. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall be adjourned for a period of not less than 10 calendar days as determined by the chairman of the meeting. In the absence of a quorum within 30 minutes of the time appointed for any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 calendar days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be published only once, but must be mailed or published not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for lack of a quorum, the persons entitled to vote 25% in principal amount of the Notes of the relevant Series at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes of the relevant Series which shall constitute a quorum.

(c) At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution with respect to such waiver or amendment shall be effectively passed and decided if passed and decided by the favorable vote of persons entitled to vote the lesser of (i) a majority in the principal amount of the Notes of the relevant Series then outstanding or (ii) 75% in principal amount of such Notes represented and voting at the meeting. Any Noteholder who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Noteholder shall be considered as present and voting only with respect to the matters covered by such instrument in writing (which may include authorization to vote on any other matters as may come before the meeting). Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Section shall be conclusive and binding on all the Noteholders of the relevant Series whether or not present or represented at the meeting.

(d) The holding of definitive Bearer Notes of the relevant Series for purposes of this Section shall be proved by the production of such Notes or by a certificate executed by any trust company, bank, banker or recognized securities dealer satisfactory to the relevant Issuer and the Guarantor, wherever situated, if such certificate shall be deemed by such Issuer and the Guarantor to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Note of the relevant Series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more such Bearer Notes specified therein. The holding of an interest in any global Bearer Note of the relevant Series shall be proved by a certificate of Euroclear, Clearstream, Luxembourg or another clearance system in which such Notes are held, as the case may be. The holding by the person named in any such certificate of any such Bearer Note or interest in a global Bearer Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the same Bearer Note or interest in a global Bearer Note shall be produced, (ii) such Bearer Note specified in such certificate shall be produced by some other person or (iii) such Bearer Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or New York Stock Exchange member firm satisfactory to the relevant Issuer and the Guarantor.

(e) Each Issuer and the Guarantor shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Notes of the relevant Series represented at the meeting. At any meeting each Noteholder of the relevant Series or proxy shall be entitled to one vote for each $1,000 (or the equivalent thereof in any foreign or composite currency) of principal amount (in the case of Original Issue Discount Notes of the relevant Series, such principal amount thereof that would be due and payable as of the date of such meeting upon a declaration of acceleration of the maturity thereof pursuant to Section 8) of such Notes held or represented by such Noteholder or proxy; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note of the relevant Series challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a Noteholder or proxy. Any meeting of Noteholders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

(f) The vote upon any resolution submitted to any meeting of Noteholders shall be by written ballot on which shall be subscribed the signatures of such Noteholders or proxies and on which shall be inscribed the principal amount (in the case of Original Issue Discount Notes of the relevant Series, such principal amount thereof that would be due and payable as of the date of such vote upon a declaration of acceleration of the maturity thereof pursuant to Section 8) and the identifying number or numbers of the Notes of such Series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record will show the principal amount of the Notes (in the case of Original Issue Discount Notes, such principal amount thereof that would be due and payable as of the date of such vote upon a declaration of acceleration of the maturity thereof pursuant to Section 8) voting in favor of or against any resolution. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the relevant Issuer or the Guarantor and the other to the Fiscal and Paying Agent to be preserved by the Fiscal and Paying Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

16. Consent of Holders.

(a) Any authorization, direction, notice, consent, waiver, amendment or other action provided by the provisions of this Agreement or the Notes of any Series to be given or taken by holders (which term as used in this Section shall mean with respect to any global Bearer Note those persons shown on the records of Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts) of Notes of such Series may be embodied in and evidenced by one or more instruments of substantially similar tenor, listing the serial number of the Note or Notes of such Series in respect of which each such instrument is submitted, signed by the requisite number of such holders in person or by their agent duly appointed in writing; and, except as herein or therein expressly provided, any such instrument shall become irrevocable when delivered, and such action shall become effective when such instrument signed by such holders is delivered to the Fiscal and Paying Agent or other paying agency of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Proof of execution of any such instrument or of a writing appointing any such agent by the holder of any such Note shall be sufficient for any such purpose of this Agreement or such Notes and conclusive in favor of (i) the Fiscal and Paying Agent or other paying agency of such Issuer and the Guarantor and (ii) such Issuer and the Guarantor if made in the manner provided in this Section.

(b) The fact and date of execution of any such instrument and the fact that any person is the holder of the Note or Notes of any Series of which the serial numbers are listed in such instrument may be proved by the certificate of a financial institution of recognized standing to such effect, or in any other manner which the relevant Issuer and the Guarantor deem sufficient.

(c) Any authorization, direction, notice, consent, waiver or other action by the holder of any Note shall bind every future holder of such Note in respect of anything done, omitted or suffered to be done in reliance thereon, whether or not notation of such action is made upon such Note.

17. Stamp Taxes. The relevant Issuer or the Guarantor will pay all stamp or other documentary taxes or duties, if any, to which the execution or delivery of this Agreement or the issuance of the Notes of any Series or any coupons appertaining thereto may be subject.

18. Modifications and Amendments.

(a) This Agreement may be amended by the parties hereto, without the consent of the holder (which term as used in this Section shall mean with respect to any global Bearer Note those persons shown on the records of Euroclear, Clearstream, Luxembourg or another clearance system, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts) of any Note, for the purposes of (i) providing for the issuance of Notes pursuant to Section 2 hereof; (ii) curing any ambiguity or correcting or supplementing any provision contained herein which may be defective or inconsistent with any other provision contained herein; (iii) adding to the covenants of the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for the protection of the holders of all or any Series of the Notes; (iv) effecting any assumption of the relevant Issuer's or the Guarantor's obligations hereunder and under the Notes or the Guarantee by a successor corporation pursuant to Section 14(a) of this Agreement; (v) evidencing and providing for the acceptance of appointment hereunder by a successor Fiscal and Paying Agent with respect to the Notes of one or more Series; or (vi) amending this Agreement in any other manner which the parties may mutually deem necessary or desirable and which shall not adversely affect the interests of the holders of the Notes of any Series outstanding on the date of such amendment. Nothing in this Agreement prevents the Issuers, the Guarantor and the Fiscal and Paying Agent from amending this Agreement in such a manner as to only have a prospective effect on Notes issued on or after the date of such amendment.

(b) Modifications and amendments to this Agreement or the Notes of any Series or the Guarantee may also be made, and future compliance therewith or past Event of Default by the relevant Issuer or the Guarantor may be waived, by holders of not less than a majority in aggregate principal amount of the Notes of such Series (or, in each case, such lesser amount as shall have acted at a meeting of holders of such Notes, pursuant to Section 15 of this Agreement); provided, however, that no such modification or amendment to this Agreement or the Notes may, without the consent of the holders of each such Note of such Series affected thereby, (i) change the stated maturity of the principal of any such Note of such Series or extend the time for payment of interest thereon; (ii) change the amount of the principal of an Original Issue Discount Note of such Series that would be due and payable upon an acceleration of the maturity thereof; (iii) reduce the amount of interest payable thereon or the amount payable thereon in the event of redemption or acceleration; (iv) change the currency of payment of principal of or any other amounts payable on any such Note; (v) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note or the Guarantee; (vi) reduce the above-stated percentage of the principal amount of Notes of such Series the consent of whose holders is necessary to modify or amend this Agreement or the Notes of such Series or reduce the percentage of Note of such Series required for the taking of action or the quorum required at any such meeting of holders of Notes of such Series; or (vii) modify the foregoing requirements to reduce the percentage of outstanding Notes of such Series necessary to waive any future compliance or past default.

(c) Any such modification or amendments will be conclusive and binding on all holders of Notes of the relevant Series and on all future holders of such Notes, whether or not they have consented to such modifications or amendments and whether or not notation of such modifications or amendments is made upon the Notes of such Series.

19. Accession of Additional Issuers. Each of the Issuers, the Guarantor and the Fiscal and Paying Agent acknowledge and agree that one or more additional Issuers (each, an ?Additional Issuer") may from time to time accede to this Agreement upon the terms and conditions set forth below. On and after the Accession Date (as defined below) with respect to an Additional Issuer, such Additional Issuer shall be bound by the terms of this Agreement and shall be entitled to all rights and benefits, and subject to all duties and obligations, of an Issuer hereunder.

(a) Requirements as to Additional Issuers. Each Additional Issuer shall (i) be a Subsidiary (as hereinafter defined) of GE Capital and (ii) only issue Notes which are unconditionally and irrevocably guaranteed by GE Capital. As used herein, ?Subsidiary" shall have the meaning as set forth in Rule 1-02(x) of Regulation S-X under the U.S. Securities Act of 1933, as amended.

(b) Conditions Precedent to Accession. On or prior to the date on which an Additional Issuer shall accede as a party to this Agreement (the ?Accession Date"), each of the following conditions precedents must be fulfilled:

(i)

such Additional Issuer, the Guarantor and the Fiscal and Paying Agent shall have executed and delivered an Issuer Accession Letter, substantially in the form attached hereto as Exhibit E (each, an ?Issuer Accession Letter"), together with the attachments described therein;

(ii)

such Additional Issuer and the Guarantor shall certify to the Fiscal and Paying Agent the form of Notes to be executed and authenticated from time to time for each Series of Notes issued by such Additional Issuer as provided in Section 2(b) hereof, including the form of the Guarantee to appear thereon which shall be substantially in the form of Exhibit D-1 hereto, modified as appropriate to refer to such Additional Issuer;

(iii)

such Additional Issuer shall confirm that the Notes are being issued pursuant to authority granted by its Board of Directors or similar governing body, including any duly authorized committee thereof, and certify the persons who are Issuer Authorized Representatives of such Additional Issuer as provided in Section 3(a) hereof; and

(iv)

such Additional Issuer shall confirm that it has sent to each Agent under the Distribution Agreement an Issuer Accession Notice (as defined in the Distribution Agreement) and provide a copy of such Issuer Accession Notice to the Fiscal and Paying Agent together with such attachments as are described therein.

20. Notices to Parties. All notices hereunder to the parties hereto shall be deemed to have been given when sent by certified or registered mail, postage prepaid, or by facsimile transmission, addressed to any party hereto as follows:

GE Capital:

General Electric Capital Corporation

260 Long Ridge Road

Stamford, Connecticut 06927 U.S.A.

Attention: Senior Vice President-Corporate Treasury and Global Funding Operation

Facsimile: 1-203-357-4975

Telephone: 1-203-357-4000

GEC Australia Funding:

GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)

572 Swan Street

Richmond, Victoria 3121

Australia

Attention: Vice President

Facsimile: 612-8249-3582

Telephone: 612-8249-3788

in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 20;

GEC Canada Funding:

GE Capital Canada Funding Company

c/o General Electric Capital Canada Inc.

2300 Meadowvale Boulevard

Missisauga, Ontario

Canada L5N 5P9

Attention: General Counsel

Facsimile: 1-905-858-5710

Telephone: 1-905-858-5243

in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 20;

GE Capital European Funding:

GE Capital UK Funding:

WIL House

Shannon Business Park

Shannon, Co. Clare

Ireland

Attention: Company Secretary

Facsimile: 353-61-362-010

Telephone: 353-61-362322

in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 20;

Fiscal and Paying Agent:

JPMorgan Chase Bank, N.A.

Trinity Tower

9 Thomas More Street

London E1W 1YT, England

Attention: Manager, Worldwide Securities Services

Facsimile: 44-1202-34-7601

Telephone: 44-1202-34-3519

Registrar and Transfer Agent:

J.P. Morgan Bank Luxembourg S.A.

6 route de Tr?ves

L-2633 Senningberg

Grand Duchy of Luxembourg

Attention: Manager, Manager, Worldwide Securities Services

Facsimile: 352 4626 85380

or at any other address of which either of the foregoing shall have notified the other in writing.

Any notice, direction, request or demand by any holder of Notes or coupons to or upon the Fiscal and Paying Agent shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the principal London office of the Fiscal and Paying Agent, addressed to the attention of its corporate trust office.

21. Notices to and by Holders of the Notes. Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will give notice promptly to the holders of the Notes of the termination of appointment of any paying agent of such Issuer and the Guarantor. Such notice shall be published in one leading English language daily newspaper with general circulation in London, England, or, if publication in London is not practical, elsewhere in Western Europe. Such publication is expected to be made in the Financial Times. Notice of termination of appointment of any paying agent to the holders of Notes that have been listed or admitted to trading on any stock exchange, competent authority and/or market shall be published in accordance with the applicable rules and regulations promulgated by such exchange, competent authority and/or market. Any notice to the holders of Notes by publication shall be deemed to have been given on the date of such publication, or if published in newspapers on different dates, on the date of the first such publication.

So long as no definitive Notes are in issue in respect of a particular Series, there may, so long as the global Note(s) for such Series is or are held in its or their entirety on behalf of Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, and the Notes for such Series are not listed and/or admitted to trading on a stock exchange, competent authority and/or market (or, if so listed or admitted to trading, for so long as the relevant stock exchange, competent authority and/or market so permits), be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear, Clearstream, Luxembourg and/or such other clearance system for communication by them to the holders of the Notes. Any such notice shall be deemed to have been given to the holders of the Notes on the seventh day after the day on which the said notice was given to Euroclear, Clearstream, Luxembourg and/or such other clearance system.

Notices to be given by a Noteholder shall be in writing and given by lodging the same, together with the relative Note or Notes, with the Agent. Whilst any Notes are represented by a global Note, such notice may be given by a Noteholder to the Fiscal and Paying Agent via Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, in such manner as the Agent and Euroclear, Clearstream, Luxembourg and/or such other clearance system may approve for this purpose.

22. Business Day. For the purposes of this Agreement, ?Business Day" shall mean, unless otherwise specified in the form of Notes certified to the Fiscal and Paying Agent pursuant to Section 2(b) hereof or contained in the Corporate Order delivered pursuant to Section 2(c) hereof with respect to a particular Series of Notes, any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in (i) the principal financial center of the country in which the relevant Issuer is incorporated, (ii) the principal financial center of the country of the currency in which the Notes are denominated, (iii) London, England, and (iv) any additional financial center specified in the applicable Final Terms or Securities Note (as the case my be); provided, however, that with respect to Notes denominated in Euro, such day is a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open. For purposes of this definition, the principal financial center of the United States is New York, the principal financial center of Australia is Sydney and Melbourne and the principal financial center of Canada is Toronto, Ontario.

23. Central Bank Reporting Requirements. In addition to its other duties set forth in this Agreement, the Fiscal and Paying Agent is hereby designated as the relevant Issuer's and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor's agent for the purpose of complying with notification, reporting or other applicable requirements of the various central banks or similar monetary authorities regulating Notes issued in Specified Currencies other than U.S. dollars. Without limiting the generality of the foregoing, at the date hereof such duties shall include the information reporting requirements of the Bank of England with respect to any Series of Notes where the Specified Currency is Pounds Sterling.

24. Governing Law. THIS AGREEMENT, THE NOTES AND ANY COUPONS APPERTAINING THERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, U.S.A.

25. Consent to Service. Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor has designated the Senior Vice President-Corporate Treasury and Global Funding Operation of each Issuer and the Guarantor as authorized agent for service of process in any legal action or proceeding arising out of or relating this Agreement, the Notes or the Guarantees brought in any federal or state court in the Borough of Manhattan, the City of New York, State of New York and irrevocably submit to the non-exclusive jurisdiction of such courts for such purposes (and only for such purposes) as long as there are any outstanding Notes.

26. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts shall together constitute but one and the same instrument.

27. Inspection of Agreement. A copy of this Agreement shall be made available by the Fiscal and Paying Agent for inspection at all reasonable times at its office as stated in Section 20 and at the offices of the paying agents specified in the Notes.

28. Descriptive Headings. The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions of this Agreement.

29. Provisions Binding on Successors. All the covenants, stipulations, promises and agreements in this Agreement contained by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall bind its successors and assigns whether so expressed or not.

30. Official Acts by Successor Corporation. Any act or proceeding by any provision of this Agreement authorized or required to be done or performed by any board, committee or officer of the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of such Issuer or the Guarantor.

31. Severability. In case any provision in this Agreement or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto, including GE Capital in its capacity both as Issuer and as Guarantor of Notes to be issued by Issuers other than GE Capital, have caused this Eighth Amended and Restated Fiscal and Paying Agency Agreement to be duly executed as of the day and year first above written.


GENERAL ELECTRIC CAPITAL CORPORATION

By:		/s/ Kathryn A. Cassidy
Name:		Kathryn A. Cassidy
Title:		Senior Vice President, Corporate Treasury
		and Global Funding Operation

GE CAPITAL AUSTRALIA FUNDING PTY. LTD

By:		/s/ Kathryn A. Cassidy
Name:		Kathryn A. Cassidy
Title:		Authorized Signatory

GE CAPITAL CANADA FUNDING COMPANY

By:		/s/ Mark S. Barber
Name:		Mark S. Barber
Title:		Vice President


GE CAPITAL EUROPEAN FUNDING.

By:		/s/ Patrick Gilmartin
Name:		Patrick Gilmartin
Title:		Director

GE CAPITAL UK FUNDING

By:		/s/ Patrick Gilmartin
Name:		Patrick Gilmartin
Title:		Director

JPMORGAN CHASE BANK, N.A. as Fiscal and Paying Agent

By:		/s/ Dean Kennedy
Name:		Dean Kennedy
Title:		Authorized Signatory

J.P. MORGAN BANK LUXEMBOURG S.A. as Registrar and Transfer Agent

By:		/s/ Dean Kennedy
Name:		Dean Kennedy
Title:		Authorized Signatory

APPENDIX 1

NEW GLOBAL NOTE PROVISIONS

In relation to each Series of Notes that are NGNs, the Fiscal and Paying Agent will comply with the following provisions:

The Fiscal and Paying Agent will inform each of Euroclear and Clearstream, Luxembourg (the ?ICSDs?), through the common service provider appointed by the ICSDs to service the Notes (the ?CSP?), of the initial issue outstanding amount (?IOA?) for each Tranche on or prior to the relevant original issue date.

If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers? interest in the Notes, the Fiscal and Paying Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the Notes remains at all times accurate.

3.	The Fiscal and Paying Agent will regularly reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.

4.	The Fiscal and Paying Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.

5.	The Fiscal and Paying Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

6.	The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

7.	The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

8.	The Fiscal and Paying Agent will promptly pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

9.	The Fiscal and Paying Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any payment or delivery due under the Notes when due.

EXHIBIT A

EURO MEDIUM-TERM NOTES AND OTHER DEBT SECURITIES

AND AFFILIATES

ADMINISTRATIVE PROCEDURES

May 12, 2006

Reference is made to Section 2(c) of the Eighth Amended and Restated Euro Medium-Term Note Distribution Agreement, dated May 12, 2006 (as the same may be further amended or supplemented from time to time, the ?Distribution Agreement") pursuant to which Euro Medium-Term Notes and other debt securities (the ?Notes") are to be offered on a continuous basis by General Electric Capital Corporation (?GE Capital"), and each of the other Issuers named therein or made a party thereto from time to time (together with GE Capital, each an ?Issuer"). Notes issued by each Issuer other than GE Capital will be unconditionally and irrevocably guaranteed by GE Capital (the ?Guarantor"). Each of the Dealers named in the Distribution Agreement (each a ?Dealer") has agreed to use it best efforts to solicit offers to purchase the Notes. Each Dealer, as principal, may also purchase Notes for its own account and if it does so, the relevant Issuer, the Guarantor and such Dealer will enter into a terms agreement, as contemplated by the Distribution Agreement. Each Issuer and the Guarantor has reserved the right in the Distribution Agreement from time to time to appoint one or more additional persons either to solicit purchases of Notes from the relevant Issuer by others or to purchase Notes directly from the relevant Issuer as principal for resale to others, and any reference herein to ?Dealer" shall include each such additional persons.

The Notes will be issued under an Eighth Amended and Restated Fiscal and Paying Agency Agreement dated as of May 12, 2006, among each Issuer (including GE Capital in its capacity as Guarantor of Notes issued by an Issuer other than GE Capital), JPMorgan Chase Bank, N.A., as fiscal agent (in such capacity, the ?Fiscal Agent") and principal paying agent (in such capacity, the ?Principal Paying Agent"), J.P. Morgan Bank Luxembourg S.A., as initial registrar and transfer agent, as further amended or supplemented from time to time (the ?Fiscal Agency Agreement"). Unless otherwise specified with respect to a particular series of Notes, the Fiscal Agent will also act as the authenticating agent (the ?Authenticating Agent") for the Notes. J.P. Morgan Bank Luxembourg S.A. will be the Registrar for the Registered Notes (as defined below) and will also perform the duties specified herein and in the Fiscal Agency Agreement. JPMorgan Chase Bank, N.A. will also act as Calculation Agent with respect to the Notes unless a different Calculation Agent is appointed by an Issuer or the Guarantor with respect to a specific series of Notes. If the relevant Issuer issues any Notes denominated in Hong Kong dollars, the Principal Paying Agent will act through one of its branches or agencies located outside of Hong Kong and will request of Euroclear and Clearstream, Luxembourg (each as defined below) that the common depositary or, as the case may be, the common safekeeper, act through an office outside of Hong Kong, or as may otherwise be required by applicable laws or regulations.

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Series of Notes may be issued that will not be listed on any stock exchange. As used herein, the term ?series of Notes" shall refer to all Notes having identical terms but for authentication date and public offering price, and the term ?tranche of Notes" shall refer to all Notes having identical terms, including authentication date and public offering price.

Notes will bear interest at a fixed rate per annum (the ?Fixed Rate Notes"), which may be zero in the case of certain original issue discount notes (the ?OID Notes"), or at floating rates per annum (the ?Floating Rate Notes"). Notes may be denominated in any currency, subject to any applicable laws and regulations (the ?Specified Currency"). Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be) (each as defined below), the Notes of each tranche will be in bearer form (?Bearer Notes") and will initially be represented by one or more temporary global Notes (each, a ?Temporary Global Note"), without interest coupons attached, and will (i) if the Global Note (as defined below) is intended to be issued in new global note (?NGN") form, as stated in the applicable Final Terms or Securities Note (as the case may be), be delivered on or prior to the original issue date of the tranche of Notes to a common safekeeper (the ?Common Safekeeper") for Euroclear Bank S.A./N.V., as operator of the Euroclear System (?Euroclear") and Cleamstream Banking, Soci?t? anonyme (?Clearstream, Luxembourg"); and (ii) if the Global Note is to be issued in classic global note (?CGN") form, be delivered to a common depositary located outside the United States (the ?Common Depositary") for Euroclear and Clearstream, Luxembourg and subsequently by a permanent global Note (each, a ?Permanent Global Note") and/or one or more definitive Bearer Notes (each, a ?Definitive Bearer Note"), with coupons, if any, attached. References to ?Global Note" shall mean the Temporary Global Note or Permanent Global Note and references to ?Bearer Notes" shall, except where otherwise indicated, include interests in a Temporary Global Note or Permanent Global Note as well as Definitive Bearer Notes and any coupons attached thereto. If specified in the applicable Final Terms or Securities Note (as the case may be), Notes may also be issued in fully registered form (?Registered Notes"). If so specified in the applicable Final Terms or Securities Note (as the case may be), a tranche or series of Notes may also be held in alternative clearance systems.

The Notes may be described in an Offering Document prepared by each Issuer (including GE Capital in its capacity as Guarantor of Notes issued by an Issuer other than GE Capital), which may be amended from time to time (the ?Offering Document"). The terms of each tranche of Notes issued under the Fiscal Agency Agreement will be described in either:

a supplement to the Prospectus (each such supplement hereinafter referred to as the ?Final Terms"). The term ?Prospectus" is used herein to describe the Prospectus together with the applicable Final Terms unless the context otherwise requires; or

a supplement to the Registration Document (each supplement hereinafter referred to as the ?Securities Note"). The term ?Registration Document" is used herein to describe the Registration Document together with the applicable Securities Note unless the context otherwise requires.

In case of any conflict between these Administrative Procedures and either the Distribution Agreement or the Fiscal Agency Agreement, the terms of the Distribution Agreement or the Fiscal Agency Agreement, respectively, shall govern. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Distribution Agreement or in the Fiscal Agency Agreement.

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ADMINISTRATIVE PROCEDURES


Issuance:		Bearer Notes. Each Bearer Note in global form which is intended to be issued in CGN form will be dated and issued as of the date of authentication by the Fiscal Agent. Each Bearer Note in global form which is intended to be issued in NGN form and is intended to be Eurosystem-eligible collateral (a ?Eurosystem-eligible NGN") will be dated and issued as of the date of both authentication by the Fiscal Agent and effectuation by the Common Safekeeper. Each Note will bear an original issue date, which will be (i) with respect to a Temporary Global Note (or any portion thereof), the date of its original issue as specified in such Temporary Global Note or (ii) with respect to any Permanent Global Note or Definitive Bearer Note (or portion thereof) issued subsequently upon transfer or exchange of a Bearer Note or in lieu of a destroyed, lost or stolen Bearer Note, the original issue date of the predecessor Bearer Note, regardless of the date of authentication (and effectuation, as applicable) of such subsequently issued Bearer Note.

		Each Bearer Note issued by an Irish Issuer with a maturity of less than one year shall carry the title ?Commercial Paper", include a statement to the effect that it is guaranteed and identify the Guarantor by name and bear the following legend:

		?This Note is issued in accordance with an exemption granted by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland (?IFSRA") under section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted by section 31 of the Central Bank Act, 1989 of Ireland, as amended by section 70(d) of the Central Bank Act, 1997 of Ireland. [Insert name of relevant Irish Issuer] is not regulated by IFSRA arising from the issue of Notes. An investment in Notes issued by [insert name of relevant Irish Issuer] with a maturity of less than one year does not have the status of a bank deposit and is not within the scope of the Deposit Protection Scheme operated by IFSRA."

		Registered Notes. Except as described below, each Registered Note will be dated and issued as of the date of its authentication by the Authenticating Agent. Each Registered Note will bear an original issue date, which will be (i) with respect to an original Registered Note (or any portion thereof), its original issuance date (which will be the settlement date), (ii) with respect to any Registered Note (or portion thereof) issued subsequently upon

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		transfer or exchange of a Registered Note or in lieu of a destroyed, lost or stolen Registered Note, the original issuance date of the predecessor Registered Note, regardless of the date of authentication of such subsequently issued Registered Note and (iii) with respect to any Registered Note (or portion thereof) issued in exchange for an interest in a Permanent Global Note, the last date on which interest was paid on such Permanent Global Note or any predecessor Note.

		Each Registered Note issued by an Irish Issuer with a maturity of less than one year shall carry the title ?Commercial Paper", include a statement to the effect that it is guaranteed and identify the Guarantor by name and bear the following legend:

		?This Note is issued in accordance with an exemption granted by IFSRA under section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted by section 31 of the Central Bank Act, 1989 of Ireland, as amended by section 70(d) of the Central Bank Act, 1997 of Ireland. [Insert name of relevant Irish Issuer] is not regulated by IFSRA arising from the issue of Notes. An investment in Notes issued by [insert name of relevant Irish Issuer] with a maturity of less than one year does not have the status of a bank deposit and is not within the scope of the Deposit Protection Scheme operated by IFSRA."

Registration:		Registered Notes will be issued only in fully registered form without coupons.

Guarantee:		Each Note issued by an Issuer other than GE Capital will have the Guarantee of the Guarantor endorsed thereon.

Transfers and Exchanges:		Bearer Notes. For so long as any of the Notes are represented by a global Note, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuers, the Fiscal Agent and any Paying Agent solely in the bearer of the relevant global Note in accordance with and subject to its terms. Transfers of interests in a Temporary or Permanent Global Note will be made by Euroclear or Clearstream, Luxembourg in accordance with its customary operating procedures. Title to definitive Bearer Notes and coupons will

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		pass by physical delivery. The bearer of each coupon, whether or not attached to a definitive Bearer Note, shall be subject to and bound by all the provisions contained in the definitive Bearer Note to which such coupon relates. The bearer of any definitive Bearer Note and any coupon may, to the fullest extent permitted by applicable law, be treated at all times, by all persons and for all purposes as the absolute owner of such definitive Bearer Note or coupon, as the case may be, regardless of any notice of ownership, theft or loss or of any writing thereon. Bearer Notes may be exchanged, if so provided in the applicable Final Terms or Securities Note (as the case may be), for Registered Notes.

		Registered Notes. A Registered Note may be presented for transfer or exchange at the corporate trust office of the Registrar or any Transfer Agent appointed under the Fiscal Agency Agreement. Registered Notes will be exchangeable for other Registered Notes having identical terms but different denominations without service charge. Registered Notes will not be exchangeable for Bearer Notes.

Maturities:		Each Note will mature on a date from nine months or more from its date of issue; provided, however, Notes denominated in Specified Currencies other than US dollars may be subject to restrictions on maturities as provided for in the Distribution Agreement or as otherwise may be required by regulations of the applicable central bank or similar monetary authority of the country issuing the Specified Currency.

Specified Currency:		The currency denomination with respect to any Note and the payment of interest and the repayment of principal with respect to any such Note shall be as set forth therein and in the applicable Final Terms or Securities Note (as the case may be).

Denominations:		Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as indicated in the applicable Final Terms or Securities Note (as the case may be) provided always that (i) the minimum denomination of each Note will be such as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency; and (ii) Notes issued by an Irish Issuer will be subject to a minimum denomination of ?1,000 (or the equivalent in another Specified Currency).

Global Notes and Definitive Bearer and Registered Notes:		Until the 40th day following the date of issuance of any tranche of Bearer Notes or such other date as may be required to comply with the terms of Regulation S ("Regulation S") under the U.S.

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		Securities Act of 1933, as amended, as described in the Distribution Agreement (the ?Exchange Date"), and until Final Certification (as defined below) in accordance with TEFRA D as described in the Distribution Agreement, such tranche of Bearer Notes will be represented by one or more Temporary Global Notes in bearer form without interest coupons. The relevant Issuer shall execute, and upon the instructions of the relevant Issuer the Authenticating Agent shall complete and authenticate, and with respect to a Eurosystem-eligible NGN the Authenticating Agent shall also instruct the Common Safekeeper to effectuate, such Temporary Global Note upon the same conditions and in substantially the same manner, and with the same effect, as an individual definitive Bearer Note. On or prior to the settlement date (which will normally be the original issue date) with respect to such Notes, the Authenticating Agent shall (i) with respect to a Temporary Global Note which is intended to be issued in NGN form, deposit the authenticated and effectuated Temporary Global Note with the Common Safekeeper and (ii) with respect to a Temporary Global Note which is intended to be issued in CGN form deposit the Temporary Global Note with the Common Depositary, in each case, in the manner specified below under ?Settlement Procedures; Bearer Notes". The interest of each beneficial owner of Bearer Notes represented by such Temporary Global Note will be credited to the appropriate account with Euroclear or Clearstream, Luxembourg, as specified below under ?Interest ? General; Bearer Notes".

		On or after the Exchange Date and provided that Final Certification (as described below) has occurred, the interest of the beneficial owners of the Notes represented by the Temporary Global Note shall be cancelled and such interests shall thereafter be represented by a Permanent Global Note or Definitive Bearer Notes or, if provided in the applicable Final Terms or Securities Note (as the case may be), by definitive Registered Notes. The interest of each beneficial owner of Bearer Notes represented by a Permanent Global Note will be credited to the appropriate account with Euroclear or Clearstream, Luxembourg.

		The beneficial owner of an interest in a Permanent Global Note may, at any time, upon 30 days' written notice to the Fiscal Agent as provided in the Fiscal Agency Agreement given by such beneficial owner through either Euroclear or Clearstream, Luxembourg, as the case may be, exchange its beneficial interest in such Permanent Global Note for one or more Definitive Bearer Notes (or, if provided in the applicable Final Terms or Securities Note (as the case may be), a Registered Note) equal in aggregate principal amount to such beneficial interest. Upon receipt by the Fiscal Agent of an initial request to exchange an interest in a

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		Permanent Global Note for a Definitive Bearer Note or Notes, all other interests in such Permanent Global Note shall, so long as Euroclear or Clearstream, Luxembourg shall so require, be exchanged for Definitive Bearer Notes. Such exchange shall occur at no expense to the beneficial owners as soon as practicable after the receipt of the initial request for Definitive Bearer Notes. After such exchange has occurred, all remaining interests in the Temporary Global Note will be exchangeable only for definitive Bearer Notes or (if so provided in the applicable Final Terms or Securities Note (as the case may be)) for definitive Registered Notes.

		In all events, Bearer Notes will be delivered by the Fiscal Agent only outside the United States to non-US persons.

Final Certification:		Final Certification with respect to a Temporary Global Note shall mean the delivery by Euroclear or Clearstream, Luxembourg, as the case may be, to the Fiscal Agent of a signed certificate (a ?Clearance System Certificate") in substantially the form set forth in Exhibit B-1 to the Fiscal Agency Agreement with respect to the Notes being exchanged, dated no earlier than the Exchange Date for such Notes, to the effect that Euroclear or Clearstream, Luxembourg, as the case may be, has received certificates (?Certificates of Non-U.S. Beneficial Ownership") in the form substantially set forth in Exhibit B-2 to the Fiscal Agency Agreement with respect to each of such Notes, which Certificates of Non-U.S. Beneficial Ownership shall be dated no earlier than ten days before the Exchange Date and shall be delivered by the account holders appearing on its records as entitled to such Notes.

Interest:		The following is a summary of terms of the Notes with respect to interest and is for informational purposes only; the terms of each Note as described in the applicable Final Terms and the Prospectus (in the case of Notes issued by way of the Prospectus) or the applicable Securities Note and Registration Document (in the case of Notes issued by way of the Registration Document) shall govern in the case of any conflict with the provisions set forth below. Terms used but not defined herein shall have the meanings assigned to them in the Offering Document.

		General: Bearer Notes. Interest on each Bearer Note will accrue from and including the original issue date of such Note for the first interest period and from and including the most recent date to which interest has been paid for all subsequent interest periods. Each payment of interest on a Bearer Note will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid (or from and

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		including the date of issue, if no interest has been paid) to but excluding the Interest Payment Date; provided, however, that in the case of Floating Rate Notes on which the interest rate is reset daily or weekly, each interest payment will include interest accrued from and including the date of issue or from but excluding the fifteenth calendar day preceding the next preceding Interest Payment Date (whether or not such fifteenth calendar day is a Business Day), unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be); and provided, further, that interest in respect of any Interest Payment Date on any interest in a Temporary Global Note for which Final Certification has not been made shall not be paid until the occurrence of the earlier of (1) Final Certification with respect to such interest in such Temporary Global Note and (2) in the case of an Interest Payment Date occurring between the original issue date and the Exchange Date, delivery by Euroclear or Clearstream, Luxembourg, as the case may be, to the Fiscal Agent of a Clearing System Certificate dated no earlier than such Interest Payment Date to the effect that Euroclear or Clearstream, Luxembourg, as the case may be, has received Certificates of Non-U.S. Beneficial Ownership with respect to such interests in the Temporary Global Note, which Certificates of Non-U.S. Beneficial Ownership shall have been dated no earlier than ten days before such Interest Payment Date and shall be signed by the account holders appearing on its records as entitled to such Notes.

		Fixed Rate Bearer Notes. Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be), interest payments on Fixed Rate Bearer Notes will be made on the dates specified in the applicable Final Terms or Securities Note (as the case may be) and at maturity or upon any earlier redemption or repayment.

		Floating Rate Bearer Notes. Interest payments will be made on Floating Rate Bearer Notes monthly, quarterly, semi-annually or annually. Except as provided below or as specified in the applicable Final Terms or Securities Note (as the case may be), interest will be payable, in the case of Floating Rate Bearer Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to ?A? under ?Settlement Procedures; Bearer Notes? below (?Settlement Procedure ?A??); in the case of Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure ?A? and

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		in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure ?A? and, in each case, on the Maturity Date. If any such Interest Payment Date is not a Business Day, the provisions set forth under ?Payments of Principal and Interest ? Bearer Notes? shall apply.

		General: Registered Notes. Interest on each Registered Note will accrue from and including the original issue date of such Note for the first interest period and from and including the most recent date to which interest has been paid for all subsequent interest periods. Each payment of interest on a Registered Note will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid (or from and including the date of issue, if no interest has been paid) to but excluding the Interest Payment Date, provided, however, that in the case of Floating Rate Notes which reset daily or weekly, interest payments will include interest from and including the date of issue or from but excluding the last Regular Record Date to which interest has been paid, as the case may be, through and including the Regular Record Date next preceding the Interest Payment Date, unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be); and provided, further, that at the Maturity Date, the interest payable will include interest accrued to but excluding the Maturity Date.

		Fixed Rate Registered Notes. Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be), interest payments on Fixed Rate Registered Notes will be made on the dates specified in the applicable Final Terms or Securities Note (as the case may be) and at the Maturity Date; provided, however, that in the case of Registered Fixed Rate Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

		Floating Rate Registered Notes. Interest payments will be made on Floating Rate Registered Notes monthly, quarterly, semiannually or annually. Except as provided below or as specified in the applicable Final Terms or Securities Note (as the case may be), interest will be payable, in the case of Floating Rate Registered Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to ?AA? below under ?Settlement Procedures; Registered Notes? (?Settlement Procedure ?AA??); in the case of Notes with a quarterly Interest Reset Date, on the third

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		Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure ?AA?; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure ?AA? and, in each case, on the Maturity Date; provided, however, that in the case of Registered Floating Rate Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date. If any such Interest Payment Date is not a Business Day, the provisions set forth under ?Payments of Principal and Interest ? Registered Notes? shall apply.

Disclosure under Interest Act (Canada):		In the case of Notes issued by GEC Canada Funding whenever it is necessary to compute any amount of interest in respect of the Notes for a period of less than a full year, such interest shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. For purposes only of disclosure under the Interest Act (Canada), the yearly rate of interest to which interest so calculated is equivalent is the interest rate set forth herein multiplied by a fraction the numerator of which is the number of days in the calendar year in which the same is to be ascertained and the denominator of which is 360.

Calculation of Interest:		The following is a summary of terms of the Notes with respect to the calculation of interest and is for informational purposes only; the terms of each Note as described in the applicable Final Terms and the Prospectus (in the case of Notes issued by way of the Prospectus) or the applicable Securities Note and Registration Document (in the case of Notes issued by way of the Registration Document) shall govern in the case of any conflict with the provisions set forth below. Terms used but not defined herein shall have the meanings assigned to them in the Offering Document.

		Fixed Rate Notes. Interest will be calculated as specified in either (i) the Prospectus or as modified in the applicable Final Terms or (ii) the Securities Note (as the case may be).

		Floating Rate Notes. Interest will be calculated as specified in either (i) the Prospectus or as modified in the applicable Final Terms or (ii) the Securities Note (as the case may be).

Payments of Principal and Interest:		The following is a summary of terms of the Notes with respect to the payment of principal and interest and is for informational purposes only; the terms of each Note (as described in either (i)

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		the Final Terms and the Prospectus or (ii) the Registration Document and the Securities Note (as the case may be)) and the Fiscal Agency Agreement shall govern in the case of any conflict with the provisions set forth below. Terms used but not defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

		Bearer Notes. Except as otherwise provided in the Bearer Notes, payment of the principal amount of each Bearer Note at the Maturity Date thereof will be made only upon presentation and surrender of such Bearer Note to the Principal Paying Agent or any Paying Agent outside the United States. Such payment, together with payment of interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent or such Paying Agent and in turn by the holder of such Note. Bearer Notes presented to the Principal Paying Agent or a Paying Agent at the Maturity Date for payment will be cancelled or destroyed by such paying agent and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments on a Bearer Note (other than interest due at the Maturity Date) will be made by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and delivered to an address outside the United States by the Principal Paying Agent to the person entitled thereto or by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States.

		Except as specified in ?Interest ? General; Bearer Notes? above, interest on a Global Note shall be payable to the beneficial owner thereof through credit to the account of such owner or of the custodian bank of such owner with Euroclear or Clearstream, Luxembourg. On the occasion of each payment, (i) in the case of a CGN, the Paying Agent to which any Global Note was presented for the purpose of making the payment shall cause the appropriate schedule to the relevant Global Note to be annotated so as to evidence the amounts and dates of the payments of principal and/or interest as applicable or (ii) in the case of any Global Note which is a NGN, the Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment. Except as otherwise provided in the Bearer Notes, interest on a definitive Bearer Note shall be payable to the holder of the appropriate coupon appertaining thereto only upon presentation and surrender of such coupon at the office of the Principal Paying Agent or any other Paying Agent outside the United States.

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		If any Fixed Interest Payment Date or the Maturity Date or redemption or repayment date of a Fixed Rate Bearer Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Fixed Interest Payment Date or Maturity Date, as the case may be. If any Interest Payment Date (other than the Maturity Date) for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note at which time the Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, in the case of a Bearer LIBOR Note or EURIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day with respect to such Bearer LIBOR Note or EURIBOR Note. If the Maturity Date for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, the payment of principal, premium, if any, and interest, if any, will be made on the following day that is a Business Day with respect to such Note, and no interest shall accrue for the period from and after such Maturity Date.

		Registered Notes. Except as otherwise provided in a Registered Note, the Principal Paying Agent will pay the principal amount of each Registered Note at the Maturity Date upon presentation and surrender of such Note to its offices. Such payment, together with payment of interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent and in turn by the holder of such Note. Registered Notes presented to the Principal Paying Agent at the Maturity Date for payment will be cancelled or destroyed and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments on a Registered Note (other than interest due at the Maturity Date) will be made by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and mailed by the Principal Paying Agent to the person entitled thereto as provided in such Note and the Fiscal Agency Agreement or by wire transfer of immediately available funds. Following each Regular Record Date, the Principal Paying Agent will furnish the relevant Issuer with a list of interest payments to be made on the following Interest Payment Date for each Registered Note and in total for all Registered Notes. Interest at the Maturity Date will be payable to the person to whom the payment of principal is payable. The Principal Paying Agent will provide monthly to the relevant Issuer lists of principal and

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		interest, to the extent ascertainable, to be paid on Registered Notes maturing or to be redeemed in the next month. The Principal Paying Agent will be responsible for withholding taxes on interest paid on Registered Notes as required by applicable law.

		If any Fixed Interest Payment Date or the Maturity Date of a Fixed Rate Registered Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Fixed Interest Payment Date or Maturity Date, as the case may be. If any Interest Payment Date (other than the Maturity Date) for any Floating Rate Registered Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note at which time the Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, in the case of a Registered LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day with respect to such Registered LIBOR Note. If the Maturity Date for any Floating Rate Registered Note would fall on a day that is not a Business Day with respect to such Note, the payment of principal, premium, if any, and interest, if any, will be made on the following day that is a Business Day with respect to such Note, and no interest shall accrue for the period from and after such Maturity Date.

Preparation of Final Terms:		If any offer to purchase a tranche of Notes is accepted by or on behalf of the relevant Issuer, and the tranche of Notes is to be issued and documented by way of the Prospectus, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will prepare the final terms (the ?Final Terms?) reflecting the terms of such tranche of Note and will deliver a copy of such Final Terms to the relevant Dealer as such Dealer shall request as soon as practicable, but in no event later than 5 Business Days following the date such offer to purchase Notes is accepted. The relevant Dealer will cause such Final Terms together with the Prospectus to be delivered to each purchaser of such tranche of Note. In addition, the relevant Issuer shall forward the Final Terms to the Fiscal Agent as soon as it becomes available but in no event later than the issue date.

		In each instance that Final Terms are prepared, the Dealers receiving such Final Terms will affix the Final Terms to the Prospectus prior to their use. Outdated Final Terms, and the Prospectus to which they are attached (other than those retained for files), will be destroyed.

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Preparation of Securities Note:		If any offer to purchase a tranche of Notes is accepted by or on behalf of the relevant Issuer, and the tranche of Notes is to be issued by way of the Registration Document and documented in a securities note supplemental to the Registration Docuement, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will prepare such securities note (the ?Securities Note?) reflecting the terms of such tranche of Note and will deliver a copy of such Securities Note to the relevant Dealer as such Dealer shall request as soon as practicable, but in no event later than 5 Business Days following the date such offer to purchase Notes is accepted. The relevant Dealer will cause such Securities Note together with the Prospectus to be delivered to each purchaser of such tranche of Note. In addition, the relevant Issuer shall forward the Securities Note to the Fiscal Agent as soon as it becomes available but in no event later than the issue date.

		In each instance that a Securities Note is prepared, the Dealers receiving such Securities Note will affix the Securities Note to the Registration Document prior to their use. Outdated Securities Notes, and the Registration Document to which they are attached (other than those retained for files), will be destroyed.

Settlement:		The receipt by the relevant Issuer of immediately available funds in exchange for (i) in the case of a Global Note issued in CGN form, the delivery of an authenticated Temporary Global Note to the Common Depositary or (ii) in the case of a Global Note issued in NGN form, the delivery of an authenticated Temporary Global Note to, and which is then effectuated by, the Common Safekeeper, in each case, in the manner described in ?Settlement Procedures; Bearer Notes? below or an authenticated Registered Note delivered to the relevant Dealer and such Dealer's delivery of such Note against receipt of immediately available funds shall constitute ?settlement? with respect to such Note. All orders accepted by the relevant Issuer will be settled on such date as the relevant Issuer and the purchaser shall agree upon.

Settlement Procedures; Bearer Notes:		Settlement Procedures with regard to each Bearer Note sold by each Issuer to or through a Dealer shall be as follows:

		A. The relevant Dealer will advise the relevant Issuer by telephone that such Note is initially a Bearer Note and of the following settlement information:

		1. Principal amount.

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		2. Maturity Date.

		3. In the case of a Fixed Rate Bearer Note, the Fixed Interest Rate, the Interest Payment Period, the Fixed Interest Payment Dates, the Determination Dates, the Interest Commencement Date, the Fixed Day Count Fraction, and whether such Note is an Amortizing Note and, if so, the amortization schedule.

		In the case of a Floating Rate Bearer Note, the Initial Interest Rate (if known at such time), the Interest Payment Dates, the Interest Payment Period, the Calculation Agent, the Base Rate, the Index Maturity, the Interest Reset Period, the Interest Determination Date, the Interest Reset Dates, the Spread or Spread Multiplier (if any), the Minimum Interest Rate (if any), the Maximum Interest Rate (if any), the Alternate Rate Event Spread (if any) and the Floating Day Count Fraction.

		4. Redemption or repayment provisions, if any.

		5. Settlement date and time.

		6. Issue Price.

		7. Denominations.

		8. Specified Currency.

		9. Ranking.

		10. Dealer's commission, if any, determined as provided in the Distribution Agreement.

		11. Dealer's account number at Clearstream or the Euroclear Operator.

		12. Whether the Global Note constituting the Notes will be issued in CGN form or NGN form.

		13. Whether the Note is an Indexed Note, and if it is an Indexed Note, the Indexed Currency, the Currency Base Rate and the Determination Agent.

A-15


		14. Whether the Note is a Dual Currency Note, and if it is a Dual Currency Note, the Face Amount Currency, the Optional Payment Currency, the Designated Exchange Rate, the Option Election Dates and the Option Value Calculation Agent.

		15. Whether the Note is an Extendible Note, and if it is an Extendible Note, the Initial Maturity Date, the Election Date and the Final Maturity Date.

		16. If applicable, wire transfer instructions including name of banking institution where transfer is to be made and account number.

		17. Whether such Note is to be listed on the Official List of the UK Listing Authority (the ?UKLA?) and admitted to trading by the London Stock Exchange, the Singapore Exchange Securities Trading Limited or on or by any other stock exchange, competent authority and/or market.

		18. Any other applicable terms.

		B. The relevant Issuer will advise the Fiscal Agent by telephone or electronic transmission confirmed in writing at any time on the sale date of the information set forth in Settlement Procedure A above. The relevant Issuer will also give the Fiscal Agent written instructions regarding the transfer of funds. The relevant Issuer will send a copy of such instructions to the relevant Dealer or Dealers.

		The Fiscal Agent shall telephone each of Euroclear or Clearstream, Luxembourg with a request for a security code for each tranche agreed to be issued, which security code or codes will be notified by the Fiscal Agent to the relevant Issuer and the relevant Dealer or Dealers.

		The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall prepare and cause to be delivered to the Fiscal Agent either (i) the applicable Final Terms supplemental to the Prospectus or (ii) the Securities Note supplemental to the Registration Document (as the case may be) describing the terms of the particular tranche of Notes.

		C. In accordance with the written instructions and the applicable Final Terms or Securities Note (as the case may be), the Fiscal Agent shall:

A-16


		(i) with respect to Global Notes in CGN form, prepare and authenticate a Temporary Global Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Temporary Global Note will then be delivered to the Common Depositary. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to credit the Notes represented by such Temporary Global Notes delivered to such Common Depositary to the Fiscal Agent's distribution account at Euroclear or Clearstream, Luxembourg, as the case may be; or

		(ii) with respect to Global Notes in NGN form, prepare and authenticate a Temporary Global Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Temporary Global Note will then be delivered to the specified Common Safekeeper and, in the case of an NGN which is a Eurosystem eligible NGN, the Fiscal Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant tranche of Notes and to credit the Notes represented by such Temporary Global Note delivered to such Common Safekeeper to the Fiscal Agent's distribution account at Euroclear or Clearstream, Luxembourg, as the case may be.

		In each case, the Fiscal Agent will instruct Euroclear or Clearstream, Luxembourg to debit, on the settlement date, from the distribution account of the Fiscal Agent the number of Notes of each Tranche with respect to which the relevant Dealer has solicited an offer to purchase and to credit, on the settlement date, such Notes to the account of such Dealer with Euroclear or Clearstream, Luxembourg against payment of the issue price of such Notes. Each relevant Dealer shall give corresponding instructions to Euroclear or Clearstream, Luxembourg.

		D. Euroclear and Clearstream, Luxembourg shall debit and credit accounts in accordance with instructions received by them. The Fiscal Agent shall pay the relevant Issuer the aggregate net proceeds received by it in immediately available funds via a transfer of funds to the account of the relevant Issuer with a bank selected by such Issuer notified to the Fiscal Agent from time to time in writing.

A-17


Settlement Procedures Timetable; Bearer Notes:		For sales by each Issuer of Bearer Notes to or through a Dealer, Bearer Settlement Procedures ?A? through ?D? above shall be completed on or before the respective times set forth below:

		Settlement Procedure
		Bearer Notes Time

		A 12:00 P.M. (NYC time) three days before settlement date

		B 9:00 A.M. (London time) two days before settlement date

		C 3:45 P.M. (London time) on day before settlement date

		D 5:00 P.M. (NYC time) on settlement date

Settlement Procedures; Registered Notes:		Settlement Procedures with regard to each Registered Note sold by each Issuer to or through a Dealer shall be as follows:

		AA. The relevant Dealer will advise the relevant Issuer by telephone that such Note is a Registered Note and of the following settlement information:

		1. Name in which such Note is to be registered (?Registered Owner?).

		2. Address of the Registered Owner and address for payment of principal and interest.

		3. Taxpayer identification number of the Registered Owner (if available); the Dealer shall request that the purchasers of the Notes prepare a Form W-8BEN or other applicable form required by the United States Internal Revenue Code of 1986, as amended (the ?Code?) and cause such form to be delivered to the Fiscal and Paying Agent on or prior to the settlement date.

		4. Principal amount.

		5. Maturity Date.

		6. In the case of a Fixed Rate Registered Note, the Fixed Interest Rate, the Interest Payment Period, the Fixed Interest Payment Dates, the

A-18


		Determination Dates, the Interest Commencement Date, the Fixed Day Count Fraction, and whether such Note is an Amortizing Note and, if so, the amortization schedule.

		In the case of a Floating Rate Registered Note, the Initial Interest Rate (if known at such time), the Interest Payment Dates, the Interest Payment Period, the Calculation Agent, the Base Rate, the Index Maturity, the Interest Reset Period, the Interest Determination Date, the Interest Reset Dates, the Spread or Spread Multiplier (if any), the Minimum Interest Rate (if any), the Maximum Interest Rate (if any), the Alternate Rate Event Spread (if any), the Floating Day Count Fraction and the Regular Record Dates.

		7. Redemption or repayment provisions, if any.

		8. Settlement date and time.

		9. Issue Price.

		10. Denominations.

		11. Specified Currency.

		12. Ranking.

		13. Dealer's commission, if any, determined as provided in the Distribution Agreement.

		14. Whether the Note is issued with more than a de minimis amount of discount.

		15. Whether the Note is an Indexed Note, and if it is an Indexed Note, the Indexed Currency, the Currency Base Rate and the Determination Agent.

		16. Whether the Note is a Dual Currency Note, and if it is a Dual Currency Note, the Face Amount Currency, the Optional Payment Currency, the Designated Exchange Rate, the Option Election Dates and the Option Value Calculation Agent.

A-19


		17. Whether the Note is an Extendible Note, and if it is an Extendible Note, the Initial Maturity Date, the Election Date and the Final Maturity Date.

		18. If applicable, wire transfer instructions, including name of banking institution where transfer is to be made and account number.

		19. Whether such Note is to be listed on the Official List of the UKLA and admitted to trading by the London Stock Exchange, the Singapore Exchange Securities Trading Limited or on or by any other stock exchange, competent authority and/or market.

		20. Any other applicable terms.

		BB. The relevant Issuer will advise the Fiscal Agent by telephone or electronic transmission (confirmed in writing at any time on the sale date) of the information set forth in Settlement Procedure ?AA? above.

		CC. The relevant Issuer will have delivered to the Authenticating Agent an executed Note. The Authenticating Agent will complete such Note and authenticate such Note and deliver it through the Fiscal Agent (with the confirmation) to the relevant Dealer, and such Dealer will acknowledge receipt of the Note. Such delivery will be made only against such acknowledgment of receipt and evidence that instructions have been given by such Dealer for payment to the account of the relevant Issuer, in funds available for immediate use, of an amount equal to the price of such Note less such Dealer's commission, if any; provided however, the relevant Issuer and the Fiscal Agent may agree on different delivery procedures for definitive Registered Notes denominated in Specified Currencies other than U.S. dollars. In the event that the instructions given by such Agent for payment to the account of such Issuer are revoked, such Issuer will as promptly as possible wire transfer to the account of such Dealer an amount of immediately available funds equal to the amount of such payment made.

		The Principal Paying Agent shall pay the relevant Issuer the aggregate net proceeds received by it in immediately available funds via a transfer of funds to the account of the relevant Issuer maintained at a bank selected by such Issuer notified to the Principal Paying Agent from time to time in writing.

A-20


		DD. Unless the relevant Dealer purchased such Note for its own account, such Dealer will deliver such Note (with confirmation) to the customer against payment in immediately payable funds. Such Dealer will obtain the acknowledgment of receipt of such Note. If the relevant Dealer purchased such Note for its own account, such Dealer will accept delivery of such Note against payment in immediately available funds, and will deliver an acknowledgement of receipt of such Note.

		EE. Periodically, the Fiscal Agent will send to the relevant Issuer a statement setting forth the principal amount of the Registered Notes outstanding as of that date under the Fiscal Agency Agreement and setting forth a brief description of any sales of which such Issuer has advised the Fiscal Agent but which have not yet been settled.

Settlement Procedures Timetable; Registered Notes:		For sales by the relevant Issuer of Registered Notes to or through a Dealer, Registered Settlement Procedures ?AA? through ?DD? set forth above shall be completed on or before the respective times (London Time) set forth below:

		Settlement Procedure; Registered
		Notes Time

		AA 2:00 P.M. on day before settlement date

		BB 3:00 P.M. on day before settlement date

		CC 2:15 P.M. on settlement date

		DD 3:00 P.M. on settlement date

Failure to Settle:		Bearer Notes. If any Dealer shall have advanced its own funds for payment against subsequent receipt of funds from the purchaser and if a purchaser shall fail to make payment for a Note, such Dealer will promptly notify the relevant Issuer, the Fiscal Agent, the Principal Paying Agent, the Common Depositary or Common Service Provider appointed by the relevant Issuer and Common Safekeeper (as the case may be) and Euroclear and Clearstream, Luxembourg by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the relevant Issuer shall promptly instruct the

A-21


		Fiscal Agent to cancel the purchaser's interest in the appropriate Temporary Global Note representing such Note. Upon (i) confirmation from the Fiscal Agent in writing (which may be given by facsimile) that the Fiscal Agent has cancelled such purchaser's interest in such Temporary Global Note and (ii) confirmation from such Dealer in writing (which may be given by facsimile) that such Dealer has not received payment from the purchaser, the relevant Issuer will promptly pay to such Dealer an amount in immediately available funds equal to the amount previously paid by such Dealer in respect of such Bearer Note. Such payment will be made on the settlement date, if possible, and in any event not later than 12:00 noon (New York City time) on the Business Day following the settlement date. The Fiscal Agent and the Common Depositary will make or cause to be made such revisions to such Temporary Global Note (if the Temporary Global Note is a CGN) or the Fiscal Agent will instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records in each case (if the Temporary Global Note is a NGN) as are necessary to reflect the cancellation of such portion of such Temporary Global Note.

		If a purchaser shall fail to make payment for the Note for any reason other than the failure of such Dealer to provide the necessary information to the relevant Issuer as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above, and if such Dealer shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, the relevant Issuer will reimburse such Dealer on an equitable basis for such Dealer's loss of the use of funds during the period when they were credited to account of such Issuer or the Fiscal Agent.

		Immediately upon such cancellation, the Fiscal Agent will make appropriate entries in its records to reflect the fact that a settlement did not occur with respect to such Note.

		Registered Notes. If a purchaser fails to accept delivery of and make payment for any Registered Note, the relevant Dealer will notify the relevant Issuer and the Fiscal Agent by telephone and return such Note to the Fiscal Agent. Upon receipt of such notice, the relevant Issuer will immediately wire transfer to the account of such Dealer an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If a purchaser shall fail to make payment for the Note for any reason other than the failure of such Dealer to provide the necessary information to the relevant Issuer as described above for

A-22


		settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above, and if such Dealer shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, then the relevant Issuer will reimburse such Dealer or the Principal Paying Agent, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of such Issuer. Immediately upon receipt of the Registered Note in respect of which such failure occurred, the Principal Paying Agent will mark such Note ?cancelled?, make appropriate entries in the Principal Paying Agent's records and send such Note to the relevant Issuer.

Notice of Issuance to London Stock Exchange:		The Fiscal Agent will provide information with respect to each tranche of Notes to be listed on the Official List of UKLA and admitted to trading by the London Stock Exchange to such Exchange and will advise the relevant Issuer and the relevant Dealer in writing as to the effectiveness of the listing of such Notes by the close of business on the related settlement date. To the extent required by the UKLA and/or London Stock Exchange, the Dealers will provide the Fiscal Agent with secondary market information regarding any tranche of Notes listed on the London Stock Exchange and the Fiscal Agent will provide such information to the UKLA and the London Stock Exchange.

Notice of Issuance to Any other stock exchange, competent Authority:		The Fiscal Agent will provide information with respect to each tranche of Notes to be listed or admitted to trading on any stock exchange, competent authority and/or market to such stock exchange, competent authority and/or market and will advise the relevant Issuer and the relevant Dealer in writing as to the effectiveness of the listing and or admission to trading of such Notes by the close of business on the related settlement date.

Listing:		The Fiscal Agent will, on a regular basis and as applicable, provide the UKLA and the London Stock Exchange and/or any other stock exchange, competent authority and/or market with such information as the UKLA and the London Stock Exchange or any other stock exchange, competent authority and/or market may require regarding any tranches of Notes that are listed on the Official List of the UKLA and admitted to trading on the London Stock Exchange or listed or admitted to trading on any other stock exchange, competent authority and/or market and are issued and outstanding.

A-23

EXHIBIT B-1

HOLDER OF EUROCLEAR, CLEARSTREAM, LUXEMBOURG]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally Guaranteed by

Represented by Temporary Global Note No. .

B-1-1

As used herein, "United States" means the United States of America (including the States and the District of Columbia) and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to $ of such interest in the above Notes in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Notes (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with [certain securities laws of Canada and] certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

[To be dated no earlier than the 10th day before

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]


[Name of Account Holder]

By:
		(Authorized Signatory)
Name:
Title:

A-2

EXHIBIT B-2

[FORM OF CERTIFICATE TO BE GIVEN BY

EUROCLEAR, CLEARSTREAM, LUXEMBOURG]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally Guaranteed by

Represented by Temporary Global Note No. .

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our "Member Organizations") substantially to the effect set forth in Exhibit B-1 to the Eighth Amended and Restated Fiscal and Paying Agency Agreement, as of the date hereof, principal amount of the above-captioned Notes [(A) is beneficially owned by persons that are not residents of Canada, except residents of Canada to whom the principal amount of Notes so beneficially owned has been sold and who acquired the same in compliance with the securities laws of Canada or of the applicable province or territory thereof; and (B)](i) is owned by persons that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income tax regardless of its source, or trusts if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person ("United States persons"), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) ("financial institutions") purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer's agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in

B-2-1

clause (i) or (ii)) have certified that they have not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, "United States" means the United States of America (including the States and the District of Columbia) and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify (i) that we are not making available herewith for exchange any portion of the temporary global Note excepted as set forth herein and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith are no longer true and cannot be relied upon as the date hereof.

[To be dated no earlier than

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]


[EUROCLEAR BANK S.A./N.V.
as Operator of the Euroclear System]

[CLEARSTREAM BANKING, soci?t? anonyme]

[OTHER CLEARANCE SYSTEM]

By:

D-1-1

EXHIBIT C-1-1

HOLDER OF EUROCLEAR AND CLEARSTREAM, LUXEMBOURG]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally guaranteed by

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account (i) are owned by person(s) requesting definitive [Registered/Bearer] Notes in exchange for their interests in the above-referenced permanent Global Note and (ii) such persons desire to exchange principal amount of the above-captioned Notes for definitive [Registered/Bearer] Notes.

This certification excepts and does not relate to $ of such interest in the above Notes in respect of which we do not desire to exchange for definitive Notes.

[FORM OF CERTIFICATE TO BE GIVEN BY


[Name of Account Holder]

By:
		Name:
		Title:

C-1-1

EXHIBIT C-2

EUROCLEAR AND CLEARSTREAM, LUXEMBOURG]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally Guaranteed by

We further certify (i) that we are making available herewith for exchange all interests in the permanent global Note and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the permanent global Note submitted herewith are no longer true and cannot be relied upon as the date hereof.

[EUROCLEAR BANK S.A./N.V.

as Operator of the Euroclear System]

[CLEARSTREAM BANKING, soci?t? anonyme]

[OTHER CLEARANCE SYSTEM]

C-2-1

EXHIBIT D-1

[FORM OF GUARANTEE TO BE ENDORSED ON NOTES]

1. FOR VALUE RECEIVED, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the ?Guarantor?), hereby unconditionally and irrevocably guarantees to the holder of the Note upon which this guarantee is endorsed the due and punctual payment of any and all amounts required to be paid upon said Note according to its terms, when, where and as the same shall become due and payable, whether on an interest payment date, at maturity, upon redemption or purchase or otherwise, in accordance with the terms thereof. Terms and expressions defined in the Eighth Amended and Restated Fiscal and Paying Agency Agreement dated as of May 12, 2006, as it may be further amended or supplemented from time to time, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Company, GE Capital European Funding, GE Capital UK Funding, JPMorgan Chase Bank, N.A. and J.P. Morgan Bank Luxembourg S.A. (the ?Fiscal Agency Agreement?), and the Notes shall have the same meanings herein, except as otherwise defined herein or unless there is something in the subject matter or context inconsistent therewith.

2.(a) In case of failure by [GE Capital Australia Funding Pty. Ltd.] [GE Capital Canada Funding Company] [GE Capital European Funding] [GE Capital UK Funding] [Name of Additional Issuer acceding to the Fiscal Agency Agreement pursuant to Section 19 thereof] or its successors or assigns (the ?Issuer?) punctually to pay any such amount, the Guarantor hereby agrees to cause such payment to be made punctually when, where and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, and as if such payment were made by the Issuer. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, legality or enforceability of the Note, the absence of any action to enforce the same, the waiver or consent by the holder of the Note with respect to any provisions thereof, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(b) The Guarantor shall be subrogated to all rights of the holder of the Note against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided that the Guarantor shall not be entitled to enforce or receive any payment arising out of, or based upon, such right of subrogation until all amounts due on or to become due on or in respect of all of the Notes shall have been paid in full or duly provided for.

(c) The Guarantor hereby waives notice of acceptance of this Guarantee and also waives notice of nonpayment of any and all amounts payable or in respect of said Note or any part thereof.

(d) This Guarantee is unsecured and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

3.(a) The Guarantor will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its properties to any other corporation, unless (i) either the Guarantor shall be the continuing corporation or the

D-1-1

successor corporation (if other than the Guarantor) (the ?successor corporation?) shall be a corporation organized under the laws of the United States of America or of a state thereof and such successor corporation shall expressly assume the due and punctual payments of all amounts due under this Guarantee and the due and punctual performance of all of the covenants and obligations of the Guarantor under this Guarantee endorsed on all the Notes, by supplemental agreement satisfactory to the Fiscal and Paying Agent executed and delivered to such Fiscal and Paying Agent by the successor corporation and the Guarantor and (ii) the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or obligation.

(b) Upon any such merger or consolidation, sale, conveyance, transfer or other disposition, such successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Guarantor under this Guarantee, with the same effect as if such successor corporation had been named as the Guarantor herein, and the Guarantor shall be released from its liability as Guarantor under this Guarantee and under the Fiscal Agency Agreement.

4. The Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee, and to constitute the same the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, except that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization and other laws of general application relating to or affecting the rights of creditors or by general principles of equity, including the limitation that specific performance, being an equitable remedy, is discretionary and may not be ordered, have been done and performed and have happened in due and strict compliance with all applicable laws.

5. This Guarantee shall be construed in accordance with and governed by the laws of the State of New York, United States of America.

6. This Guarantee is dated the date of the Note upon which it is endorsed.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.


GENERAL ELECTRIC CAPITAL
CORPORATION

By:

D-1-2

EXHIBIT E

[FORM OF ISSUER ACCESSION LETTER]

ISSUER ACCESSION LETTER

[DATE]

GENERAL ELECTRIC CAPITAL CORPORATION

260 Long Ridge Road

Stamford, CT 06927

Attention: Senior Vice President - Corporate Treasury

and Global Funding Operation

[Name of Additional Issuer]

[Address]

Attention:

JPMORGAN CHASE BANK, N.A.

Attention: Manager, Institutional Trust Services

Ladies and Gentlemen:

Reference is hereby made to the Eighth Amended and Restated Fiscal and Paying Agency Agreement dated as of May 12, 2006 (the "Fiscal Agency Agreement") among General Electric Capital Corporation, as an issuer and as guarantor ("GE Capital"), the other issuers named therein or acceded thereto (together with GE Capital, each an "Issuer"), JPMorgan Chase Bank, N.A., as fiscal and paying agent (the "Fiscal and Paying Agent"), J.P. Morgan Bank Luxembourg S.A., as initial registrar and Luxembourg transfer agent pursuant to which Euro Medium-Term Notes and Other Debt Securities of each such Issuer are distributed from time to time. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Fiscal Agency Agreement.

Pursuant to Section 19(b)(i) of the Fiscal Agency Agreement, this Issuer Accession Letter is being entered into by GE Capital, [Name of Additional Issuer] (the "Company"), the Fiscal and Paying Agent and the Paying Agent to provide for the accession of the Company as an Additional Issuer party to the Fiscal Agency Agreement as of the date hereof (the "Accession Date").

2.	In accordance with Section 19(a) of the Fiscal Agency Agreement, GE Capital and the Company hereby confirm that the Company is a Subsidiary of GE Capital and that each Note issued by the Company shall be irrevocably and unconditionally guaranteed by GE Capital.

In accordance with Section 19(b)(ii) and 19(b)(iii) of the Fiscal Agency Agreement, GE Capital and the Company hereby certify to the Fiscal and Paying Agent that each of the persons signing this Issuer Accession Letter on behalf of the GE Capital and the Company is an Issuer Authorized Representative as defined in Section 3(a) of the Fiscal Agency

E-1

Agreement and that each of the forms of Notes, including the form of the Guarantee appearing thereon, attached hereto as Annex A-1 through A-[ ] has been approved pursuant to the authority delegated to such Issuer Authorized Representative by the Board of Directors of each of GE Capital and the Company. In addition to the above, the following persons are Issuer Authorized Representatives of the Company: [List each Additional Issuer Authorized Representative, if any.]

In accordance with Section 19(b)(iv) of the Fiscal Agency Agreement, the Company and the Guarantor hereby confirm that an Issuer Accession Notice has been sent to each of the Agents party to the Distribution Agreement, a copy of which is attached hereto as Annex B.

All notices to the Company under Section 20 of the Fiscal Agency Agreement shall be deemed to have been given when sent by certified or registered mail, postage prepaid, or by facsimile transmission to the Company as follows (in each case with a copy to GE Capital at the address or facsimile number appearing in Section 20 of the Fiscal Agency Agreement):

Please countersign where indicated below to indicate your acceptance and agreement to the foregoing, whereupon this Issuer Accession Letter shall become a valid and binding agreement of the parties as of the date first above written.


Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION

By:
Name:
Title:

[NAME OF ADDITIONAL ISSUER]

By:
Name:
Title:

Accepted and Agreed:

JPMORGAN CHASE BANK, N.A.

By:
Name:
Title:

J.P. MORGAN BANK LUXEMBOURG S.A.

By:
Name:
Title:

E-2

EX-4.I 3 gecsex4i.htm GECS EXHIBIT 4I GECS Exhibit 4i

Exhibit 4(i)

FORM OF PERMANENT GLOBAL FIXED RATE BEARER NOTE

THIS SECURITY IS A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR THE RIGHTS ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN REGISTERED NOTES ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED BELOW).

BEARER

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

¹	Insert Principal Amount.

²	Insert Optional Payment Amount if the Note has dual-currency feature.

³	Common safe-keeper is only applicable where this Note indicates hereon that it is intended to be a New Global Note.

General Electric Capital Corporation (together with its successors and assigns, the "Company"), for value received, hereby promises to pay to the holder hereof upon surrender hereof, the principal sum (or Face Amount, if the Note has a dual-currency or index feature) (a) if indicated hereon that this Note is not intended to be a New Global Note, specified in Schedule A-1 hereto or (b) if indicated hereon that this Note is intended to be a New Global Note, entered in the records of the relevant Clearing Systems (as defined below), on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) or, (a) if indicated hereon that this Note is not intended to be a New Global Note, in accordance with the Amortization Schedule set out in Schedule A-2 hereto, or (b) if indicated hereon that this Note is intended to be a New Global Note, in accordance with the records of the relevant Clearing

EURO MEDIUM - TERM NOTE

(Fixed Rate)

SERIES:


ISIN: COMMON CODE: ORIGINAL ISSUE DATE: MATURITY DATE: PRINCIPAL AMOUNT IN SPECIFIED CURRENCY: INTEREST RATE: INTEREST PAYMENT PERIOD: FIXED INTEREST PAYMENT DATE(S): NEW GLOBAL NOTE: [ ] Yes⁴ [ ] No INTENDED TO BE HELD IN A MANNER WHICH WOULD ALLOW EUROSYSTEM ELIGIBILITY: [ ] Yes⁵ [ ] Not applicable		DETERMINATION DATES:⁶ INTEREST COMMENCEMENT DATE:⁷ ISSUER OPTIONAL REDEMPTION DATE: NOTEHOLDER OPTIONAL REDEMPTION DATE: OPTIONAL REPAYMENT: OPTIONAL REPAYMENT DATE(S): SPECIFIED (FACE AMOUNT) CURRENCY: OPTION VALUE CALCULATION AGENT:		OPTIONAL PAYMENT CURRENCY: OPTION ELECTION DATES: DESIGNATED EXCHANGE RATE: CURRENCY BASE RATE: DETERMINATION AGENT: INITIAL MATURITY DATE: ELECTION DATE FINAL MATURITY DATE: AVAILABILITY OF REGISTERED NOTES:		IF THIS NOTE IS EXCHANGEABLE DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S) OF DEFINITIVE NOTES: DENOMINATIONS OF DEFINITIVE NOTES (if not as set forth herein): DENOMINATIONS: REDENOMINATION: DAY COUNT FRACTION: [ ] 30/360⁸ [ ] Actual/Actual (ICMA)⁹ [ ] (Other) TAX REDEMPTION DATE: LISTING: RANKING: [ ] Senior [ ] Subordinated

⁴	Only applicable to euro denominated Notes intended to be held in a manner which would allow Eurosystem eligibility.

⁵	Only applicable if Note issued in New Global Note form.

⁶	Only applicable if fixed Day Count Fraction is Act/Act (ICMA)

⁷	Only applicable if fixed Day Count Fraction is Act/Act (ICMA)

⁸	Fixed Rate U.S. Dollar denominated Notes

⁹	Fixed Rate Notes in all currencies other than U.S. Dollars

Systems and to pay interest thereon to the bearer at the Interest Rate per annum specified above from the Original Issue Date specified above until the principal hereof is paid or duly made available for payment (except as provided below), in arrears monthly, quarterly, semiannually or annually as specified above as the Interest Payment Period on each Fixed Interest Payment Date (as specified above), commencing with the first Fixed Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date (or any other redemption or repayment date specified above); provided, however, that each of Euroclear Bank, S.A./N.A., as operator of the Euroclear System (the”Euroclear Operator”), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg" and, together with the Euroclear Operator “the relevant Clearing Systems”), or any other recognized or agreed clearing system (if indicated hereon that this Note is not intended to be a New Global Note), shall be deemed a holder of this Note with respect to the portion hereof held for its respective account; and providedfurther, however, that if the Original Issue Date occurs between a date that is 15 days prior to the next succeeding Fixed Interest Payment Date and such Fixed Interest Payment Date, interest payments will commence on the second Fixed Interest Payment Date succeeding the Original Issue Date to the holder of this Note on such second Fixed Interest Payment Date.

If indicated hereon that this Note is intended to be a New Global Note, the nominal amount of Notes represented by this Note shall be the aggregate amount from time to time entered in the records of the relevant Clearing Systems. The records of the relevant Clearing Systems (which expression in this Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

Payments due in respect of Notes for the time being represented by this Note shall be made to the bearer of this Note and each payment so made will discharge the Company’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge.

Payment of the principal of this Note and any premium due at the Maturity Date (or any other redemption or repayment date) will be made in immediately available funds upon surrender of this Note at the office or agency of the Fiscal and Paying Agent or at the office or agency of such other paying agents outside the United States (this and certain other capitalized terms used herein are defined on the reverse of this Note) as the Company may determine maintained for that purpose (a “Paying Agent”).

If the Specified Currency is other than U.S. dollars, then, except as provided on the reverse hereof, payment of the principal of and premium, if any, and interest on this Note will be made in such Specified Currency either by a check drawn on a bank in London, Luxembourg or a city in the country of such Specified Currency or by wire transfer of immediately available funds to an account maintained by the holder of this Note with a bank located outside the United States if appropriate wire transfer instructions in writing have been received by the Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the applicable Fixed Interest Payment Date.

Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the applicable payment date. Notwithstanding the foregoing, in the event that payment in U.S. dollars of the full amount payable on this Note at the offices of all Paying Agents would be illegal or effectively precluded as a result of exchange controls or similar restrictions, payment on this Note will be made by a paying agency in the United States, if such paying agency, under applicable law and regulations, would be able to make such payment.

This Note is issued in the principal amount set forth on the face hereof, but the total aggregate principal amount of the Series to which this Note belongs is unlimited. The Company has the right, without the consent of the holder of any Note or coupon appertaining thereto, to issue additional Notes which form part of the Series to which this Note belongs.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Fiscal and Paying Agent by manual signature, and, if indicated hereon that this Note is intended to be held in a manner which would allow Eurosystem eligibility, effectuated by the entity appointed as common safe-keeper by the relevant Clearing Systems, this Note shall not be entitled to any benefit under the Fiscal Agency Agreement, as defined on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


DATED:		GENERAL ELECTRIC CAPITAL CORPORATION

[SEAL]		By:
			Authorized Signatory
Attest:

By:
	Authorized Signatory

CERTIFICATE OF AUTHENTICATION

	This is one of the Notes referred to in the within-mentioned Fiscal Agency Agreement.

JPMORGAN CHASE BANK, N.A.
	as Fiscal and Paying Agent
By:
	Authorized Officer

	[Effectuated without recourse, warranty or liability by:

	As common safe-keeper]¹⁰

¹⁰	Applicable only for a series of Notes issued and indicated hereon that it is issued as a New Global Note.

[Reverse of Note]

This Note is one of a duly authorized issue of Euro Medium-Term Notes of the Series specified on the face hereof, having maturities of nine months or more from the date of issue (the "Notes") of the Company. The Notes are issuable under an eighth amended and restated fiscal and paying agency agreement, dated as of May 12, 2006, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Company, GE Capital European Funding, GE Capital UK Funding and JPMorgan Chase Bank, N.A., as fiscal agent and as principal paying agent (in such capacities, the "Fiscal and Paying Agent") and J.P. Morgan Bank Luxembourg S.A., as initial registrar and transfer agent (as amended and supplemented from time to time, the "Fiscal Agency Agreement"), to which Fiscal Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Company and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated, effectuated (if applicable), and delivered. JPMorgan Chase Bank, N.A. at its office in London has been appointed the Exchange Rate Agent (the "Exchange Rate Agent", which term includes any successor exchange rate agent) with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Fiscal Agency Agreement. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.

This Note will not be subject to any sinking fund and will not be redeemable or subject to repayment at the option of the holder prior to maturity, except as provided below.

Unless otherwise indicated on the face of this Note, this Note shall not be subject to repayment at the option of the holder prior to the Maturity Date. If so indicated on the face of this Note, this Note may be subject to repayment at the option of the holder on the Optional Repayment Date or Dates specified on the face hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable in whole or in part in increments of 1,000 units of the Specified Currency indicated on the face hereof (provided that any remaining principal amount hereof shall not be less than the minimum authorized denomination hereof) at the option of the holder hereof at a price equal to 100% of the principal amount to be repaid, together with interest hereon payable to the date of repayment. For this Note to be repaid in whole or in part at the option of the holder hereof, the Company must receive at the corporate trust office of the Fiscal and Paying Agent in the City of London, at least 30 days but not more than 60 days prior to the repayment, (i) this Note with the form entitled "Option to Elect Repayment" on the reverse hereof duly completed or (ii) a telegram, facsimile transmission or a letter from a commercial bank or trust company in Western Europe which must set forth the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note to be repaid, together with the duly completed form entitled "Option to Elect Repayment" on the reverse hereof, will be received by the Fiscal and Paying Agent not later than the fifth Business Day after the date of such telegram, facsimile transmission or letter; provided, however, that such telegram, facsimile transmission or letter from a commercial bank or trust company in Western Europe shall only be effective if in such case, this Note and form duly completed are received by the Fiscal and Paying Agent by such fifth Business Day. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon cancellation hereof, but only in an authorized denomination. Partial redemption with respect to Notes indicated hereon that it is intended to be a New Global Note form will be reflected in the records of Euroclear and Clearstream, Luxembourg as either pool factor (whereby a percentage reduction is applied to the nominal amount) or reduction in nominal amount, at their discretion.

Interest payments on this Note will include interest accrued to but excluding the Fixed Interest Payment Dates or the Maturity Date (or earlier redemption or repayment date), as the case may be. Interest payments for this Note, unless otherwise specified on the face hereof, will be computed and paid on the following bases:

In the case of Notes denominated in U.S. Dollars “30/360” means interest will be computed and paid on the basis of the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a 360-day year of twelve 30-day months) ("30/360").

In the case of Notes denominated in a currency other than U.S. Dollars, "Actual/Actual (ICMA)" means interest will be computed and paid on the following basis :

(a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Fixed Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the "Calculation Period") is equal to or shorter than the Determination Period (as defined below) during which the Calculation Period ends, the number of days in such Calculation Period divided by the product of (1) the number of days in such Determination Period and (2) the number of determination dates (each, a "Determination Date") that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or

(b) in the case of Notes where the Calculation Period is longer than the Determination Period during which the Calculation Period ends, the sum of:

(i) the number of days in such Calculation Period falling in the Determination Period in which the Calculation Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms or Securities Note (as the case may be)) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; and

(ii) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year;

where "Determination Period" means the period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Fixed Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date).

In the case where the Fixed Interest Payment Date or the Maturity Date (or any other redemption or repayment date) does not fall on a Business Day, payment of interest, premium, if any, or principal otherwise payable on such date need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Fixed Interest Payment Date or on the Maturity Date (or any other redemption or repayment date), and no interest shall accrue for the period from and after the Fixed Interest Payment Date or the Maturity Date (or any other redemption or repayment date) to such next succeeding Business Day.

[This Note is unsecured and ranks paripassu with all other unsecured and unsubordinated indebtedness of the Company/This Note is a subordinate Note and [insert applicable subordination provisions.]]¹¹

This Note is issuable in bearer form (the "Bearer Notes"), without interest coupons attached, and is exchangeable upon 30 days' written notice to the Fiscal and Paying Agent, in whole or from time to time in part, for (i) Bearer Notes, with interest coupons attached, in such denominations of the Specified Currency as are indicated on the face hereof or (ii) (if so specified on the face hereof) Notes in fully registered form, without coupons ("Registered Notes"), in such denominations of the Specified Currency as are indicated on the face hereof at the office of the Fiscal and Paying Agent, upon the request of the Euroclear Operator or Clearstream, Luxembourg, acting on behalf of the owners of beneficial interests in the Note, and upon Certification to the effect set forth in Exhibits B-1 and B-2 attached hereto and upon compliance with the other procedures set forth in the Fiscal Agency Agreement; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 days before the day of the first publication of a notice of redemption and ending on the relevant redemption date. All expenses incurred as a result of any such exchange shall be paid by the Company. Notwithstanding anything to the contrary contained in this paragraph, the Fiscal and Paying Agent shall not be required to exchange the entire aggregate principal amount of a permanent

¹¹	Insert as applicable as set out in the applicable Final Terms or Securities Note (as the case may be).

global Bearer Note for definitive Bearer Notes in the event beneficial owners of less than the entire aggregate principal amount of the permanent global Bearer Note have requested definitive Bearer Notes, provided the operating rules and regulations of the clearance system then in effect would permit less than the entire aggregate principal amount of the permanent global Bearer Note to be so exchanged. Upon exchange of any portion of this Note for a definitive Bearer Note or definitive Bearer Notes, or a definitive Registered Note or definitive Registered Notes, the Fiscal and Paying Agent shall (a) if indicated hereon that this Note is not intended to be a New Global Note, cause Schedule A-1 of this Note to be endorsed or (b) if indicated hereon that this Note is intended to be a New Global Note, promptly provide details to the relevant Clearing Systems in order for the records of the relevant Clearing Systems to be updated, in each case to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such definitive Bearer Note or Bearer Notes, or such definitive Registered Note or Registered Notes, whereupon the principal amount hereof shall be reduced for all purposes by the amount so exchanged and noted. The date of surrender of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

This Note may be transferred by delivery; provided, however, that this Note may be transferred only to a common depositary, or as the case may be, the common safe-keeper, outside the United States for the Euroclear Operator or Clearstream, Luxembourg, or to a nominee of such a depositary, or as the case may be, the common safe-keeper.

In case any Note shall at any time become mutilated, destroyed, lost or stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Fiscal and Paying Agent, a new Note of like tenor will be issued by the Company in exchange for the Note so mutilated or defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the case of any destroyed or lost or stolen Note only upon receipt of evidence satisfactory to the Fiscal and Paying Agent and the Company that such Note was destroyed or lost or stolen and, if required, upon receipt also of an indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.

The Fiscal Agency Agreement provides that if an Event of Default (as defined in the Fiscal Agency Agreement) with respect to the Series of which this Note forms a part, shall have occurred and be continuing, the holder hereof, by notice in writing to the Company and the Fiscal and Paying Agent, may declare the principal of this Note and the interest accrued hereon to be due and payable immediately.

Notes of the Series of which this Note forms a part may be redeemed, at the option of the Company, as a whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described below, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or, in the case of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accrued to the date of redemption, if the Company determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Tax Redemption Date specified on the face hereof, the Company has or will become obligated to pay U.S. Additional Amounts (as defined below) with respect to the Notes as described below. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Fiscal and Paying Agent (i) a certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal and Paying Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such U.S. Additional Amounts if a payment in respect of the Notes were then due.

Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. Such notice will be given in accordance with "Notices" as defined below.

If the Company shall determine that any payment made outside the United States by the Company or any Paying Agent of principal or interest, including original issue discount, if any, due in respect of any Bearer Notes of the Series of which this Note forms a part would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which requirement is the disclosure to the Company, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bearer Note or interest coupon who is a United States Alien (other than such a requirement (a) which would not be applicable to a payment made by the Company or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) which can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien, provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner is not otherwise subject to any such requirement), the Company may redeem the Bearer Notes, in whole, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption (or, in the case of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accrued to the date of redemption), or, at the election of the Company if the conditions of the next succeeding paragraph are satisfied, pay the additional amounts specified in such paragraph. The Company shall make such determination and election as soon as practicable and publish prompt notice thereof (the "Determination Notice") stating the effective date of such certification, identification or other information reporting requirements, whether the Company will redeem the Bearer Notes of such Series, or whether the Company has elected to pay the U.S. Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Bearer Notes must take place, as provided in the next succeeding sentence. If the Company redeems the Bearer Notes, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Company shall elect by notice to the Fiscal and Paying Agent at least 60 days prior to the date fixed for redemption. Notice of such redemption of the Bearer Notes will be given to the holders of the Bearer Notes not more than 60 nor less than 30 days prior to the date fixed for redemption. Such redemption notice shall include a statement as to the last date by which the Bearer Notes to be redeemed may be exchanged for Registered Notes. Notwithstanding the foregoing, the Company shall not so redeem the Bearer Notes if the Company shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such requirement, in which case the Company shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. The right of any of the holders of Bearer Notes called for redemption pursuant to this paragraph to exchange such Bearer Notes for Registered Notes will terminate at the close of business of the Fiscal and Paying Agent on the fifteenth day prior to the date fixed for redemption, and no further exchanges of such Series of Bearer Notes for Registered Notes shall be permitted.

If and so long as the certification, identification or other information reporting requirements referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Company may elect to pay as U.S. Additional Amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by the Company or any Paying Agent of principal or interest, including original issue discount, if any, due in respect of any Bearer Note or any interest coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Company, any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge which (i) would not be applicable in the circumstances referred to in the second parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of the presentation of such Bearer Note or interest coupon for payment more than 15 calendar days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Bearer Note or interest coupon to be then due and payable. In the event the Company elects to pay U.S. Additional Amounts pursuant to this paragraph, the Company shall have the right to redeem the Bearer Notes of such Series as a whole at any time pursuant to the applicable provisions of the immediately preceding paragraph and the redemption price of such Bearer Notes shall not be reduced for applicable withholding taxes. If the Company elects to pay U.S. Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Company shall redeem the Bearer Notes of such Series in whole, pursuant to the applicable provisions of the immediately preceding paragraph.

The Company will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the "U.S. Additional Amounts") to the holder of any Note or of any coupon, if any, who is a United States Alien as may be necessary in order that every net payment of the principal of, premium and interest, including original issue discount, on such Note and any other amounts payable on such Note, after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note or coupon, if any, to be then due and payable. However, the Company will not be required to make any payment of U.S. Additional Amounts to any such holder for or on account of:

(a) any such tax, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein or (ii) the presentation by the holder of any such Note or coupon for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(b) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

(c) any tax, assessment or other governmental charge imposed by reason of such holder’s past or present status as a personal holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company with respect to the United States or as a corporation which accumulates earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organization;

(d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;

(e) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the holder or beneficial owner of such Note, if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge;

(f) any tax, assessment or other governmental charge imposed by reason of such holder’s past or present status as the actual or constructive owner of 10% or more of the total combined voting power of all classes of stock entitled to vote of the Company or as a direct or indirect affiliate of the Company;

(g) any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Note or coupon, if such payment can be made without such deduction or withholding by any other Paying Agent; or

(h) any combination of two or more of items (a), (b), (c), (d), (e), (f) and (g);

nor shall U.S. Additional Amounts be paid with respect to any payment on a Note to a United States Alien who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the U.S. Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Note.

The Company will not be required to make any payment of U.S. Additional Amounts to any holder for or on the account of :

any tax, duty, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, or interest on, any Note, if such payment can be made without such withholding by any other Paying Agent in a member state of the European Union; or

(b)

any tax, duty, assessment or other governmental charge required to be imposed or withheld on a payment to an individual and such deduction or withholding is required to be made pursuant to any European Union Directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive.

The Fiscal Agency Agreement provides that the Company will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its properties to any other corporation, unless (i) either the Company shall be the continuing corporation or the successor corporation (if other than the Company) (the "successor corporation") shall be a corporation incorporated under the laws of the United States of America and such successor corporation shall expressly assume the due and punctual payments of all amounts due under this Note and the due and punctual performance of all of the covenants and obligations of the Company under this Note by supplemental agreement satisfactory to the Fiscal and Paying Agent executed and delivered to such Fiscal and Paying Agent by the successor corporation and the Company and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or obligation. Upon any such merger or consolidation, sale, conveyance, transfer or other disposition, such successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Company under this Note, with the same effect as if such successor corporation had been named as the Company herein, and the Company shall be released from its liability under this Note and under the Fiscal Agency Agreement.

The Fiscal Agency Agreement permits the Company, when authorized by resolution of the Board of Directors, and the Fiscal and Paying Agent, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of the Series of which this Note forms a part, to modify or amend the Fiscal Agency Agreement or such Notes; provided, however, that no such modification or amendment may, without the consent of the holders of each such Note affected thereby, (i) change the stated maturity of the principal of any such Note or extend the time for payment of interest thereon; (ii) change the amount of the principal of an Original Issue Discount Note of such Series that would be due and payable upon an acceleration of the maturity thereof; (iii) reduce the amount of interest payable thereon or the amount payable thereon in the event of redemption or acceleration; (iv) change the currency of payment of principal of or any other amounts payable on any such Note; (v) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (vi) reduce the above-stated percentage of the principal amount of Notes of such Series the consent of whose holders is necessary to modify or amend the Fiscal Agency Agreement or the Notes of such Series or reduce the percentage of the Notes of such Series required for the taking of action or the quorum required at any such meeting of holders of Notes of such Series; or (vii) modify the foregoing requirements to reduce the percentage of outstanding Notes of such Series necessary to waive any future compliance or past default.

Purchasers are required to pay for the Notes in the currency specified in the applicable Final Terms or Securities Note (as the case may be). Payment of principal, premium, if any, and interest, if any, on each Note will be made in immediately available funds in the Specified Currency unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be) and except as provided below.

Established Rate (defined below), provided that, if the Company determines after consultation with the Paying Agent that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Company shall promptly notify the holders of Notes, any stock exchange on which the Notes may be listed and the Paying Agent of such deemed amendments; (b) save to the extent that an Exchange Notice (defined below) has been given in accordance with paragraph (d) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01; (c) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Company in the denominations of €1,000, € 10,000, € 100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Paying Agent may approve) €0.01 and such other denominations as the Issuer shall determine and notify to the Noteholders; (d) if issued prior to the Redenomination Date, all unmatured coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Company gives notice (the "Exchange Notice") that replacement euro-denominated Notes and coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes so issued will also become void on that date although such Notes will continue to constitute valid exchange obligations of the Company. New euro-denominated Notes and coupons, if any, will be issued in exchange for Notes and coupons, if any, denominated in the Specified Currency in such manner as the Paying Agent may specify and as shall be notified to the holders of Notes in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (e) after the Redenomination Date, all payments in respect of the Notes and the coupons, if any, including payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account outside the United States (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque mailed to an address outside the United States; (f) the applicable Final Terms or Securities Note (as the case may be) will specify any relevant changes to the provisions relating to interest; and (g) such other changes shall be made as the Company may decide, after consultation with the Paying Agent and the calculation agent (if applicable), and as may be specified in the Redenomination Notice, to conform them to conventions then applicable to instruments denominated in euro. For the purposes hereof, "Established Rate" means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Union regulations) into euro established by the Council of the European Union pursuant to Article 1091(4) of the treaty establishing the European Communities, as amended by the Treaty on European Union, and "sub-unit" means, with respect to any Specified Currency other than euro, the lowest amount of such Specified Currency that is available as legal tender in the country of such Specified Currency and, with respect to euro, means one cent.

Payments of principal, premium, if any, and interest, if any, on any Note denominated in a Specified Currency other than U.S. dollars shall be made in U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable due to imposition of exchange controls or other circumstances beyond the Company's control or (b) is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions in that country or within the international banking community. Such payments shall be made in U.S. dollars on such payment date and on all subsequent payment dates until such Specified Currency is again available or so used as determined by the Company.

Amounts so payable on any such date in such Specified Currency shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent on the basis of the most recently available Market Exchange Rate or as otherwise indicated in the applicable Final Terms or Securities Note (as the case may be). The Exchange Rate Agent at the date of the Fiscal Agency Agreement is JPMorgan Chase Bank, N.A. Any payment required to be made on Notes denominated in a Specified Currency other than U.S. dollars and euro that is instead made in U.S. dollars under the circumstances described above will not constitute a default of any obligation of the relevant Issuer under such Notes. The "Market Exchange Rate" with respect to any currency other than U.S. dollars means, for any day, the noon dollar buying rate in The City of New York on such day for cable transfers of such currency as published by the Federal Reserve Bank of New York, or, if such rate is not published for such day, the equivalent rate as determined by the Exchange Rate Agent.

The provisions of the two preceding paragraphs shall not apply in the event of the introduction in the country issuing any Specified Currency of the euro pursuant to the entry of such country into European Economic and Monetary Union. In this situation, payments of principal, premium, if any, and interest, if any, on any Note denominated in any such Specified Currency shall be effected in euro at such time as is required by, and otherwise in conformity with, legally applicable measures adopted with reference to such country's entry into European Economic and Monetary Union. All references herein or in any Final Terms or Securities Note (as the case may be) to "euro" shall be to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the treaty establishing the European Communities, as amended.

All determinations made by the Company or the agent of the Company shall be at such person's sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Company and all holders of Notes.

So long as this Note or the Coupons shall be outstanding, the Company will cause to be maintained an office or agency for the payment of the principal of and premium, if any, and interest on this Note as herein provided in London, England, and in any jurisdiction required by the rules and regulations of any stock exchange, competent authority and/or market on which this Note may be listed and/or admitted to trading and an office or agency in London for the transfer and exchange as aforesaid of the Notes. The Company may designate other agencies for the payment of said principal, premium and interest at such place or places outside the United States (subject to applicable laws and regulations) as the Company may decide. So long as there shall be any such agency, the Company shall keep the Fiscal and Paying Agent advised of the names and locations of such agencies, if any are so designated.

With respect to moneys paid by the Company and held by the Fiscal and Paying Agent or any Paying Agent for the payment of the principal of or interest or premium, if any, on any Note that remain unclaimed at the end of three years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) the Fiscal and Paying Agent or such Paying Agent shall notify the holders of such Notes that such moneys shall be repaid to the Company and any person claiming such moneys shall thereafter look only to the Company for payment thereof and (ii) such moneys shall be so repaid to the Company. Upon such repayment all liability of the Fiscal and Paying Agent or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Company may have to pay the principal of or interest or premium, if any, on this Note as the same shall become due.

No provision of this Note or of the Fiscal Agency Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein and in the Fiscal Agency Agreement prescribed unless otherwise agreed between the Company and the holder of this Note.

No recourse shall be had for the payment of the principal of, or premium, if any, or the interest on this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Fiscal Agency Agreement or any fiscal agency agreement supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation to the Company, either directly or through the Company or any successor corporation to the Company, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This Note and the Coupons shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

As used herein:

(a) the term "Business Day" means, unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be), any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in each of (i) the Principal Financial Center of the country in which the Company is incorporated; (ii) the Principal Financial Center of the country of the currency in which the Notes are denominated (if the Note is denominated in a

Specified Currency other than euro); (iii) London, England; and (iv) any Additional Business Centre specified in the applicable Final Terms or Securities Note (as the case may be); provided, however, that with respect to Notes denominated in euro, such day is also a TARGET Settlement Day;

(b) the term "Notices" refers to notices to holders of the Notes to be given by publication in one leading English language daily newspaper with general circulation in London or, if publication in London is not practical, elsewhere in Western Europe. Such publication is expected to be made in the Financial Times. If the Series of which this Note forms a part is listed on any stock exchange, competent authority and/or market, notices to the holders of the Notes will be published in a manner which complies with the rules and regulations of such stock exchange, competent authority and/or market. Such notices will be deemed to have been given on the date of such publication, or if published in such newspapers on different dates, on the date of the first such publication; and

(c) the term "Principal Financial Center" means (i) the capital of the country issuing the currency in which the Notes are denominated or (ii) the capital city of the country to which the Designated LIBOR Currency relates, as applicable, except, in the case of (i) or (ii) above, that with respect to the following currencies, the "Principal Financial Center" will be as indicated below:


Currency		Principal Financial Center

United States dollars		The City of New York
Australian dollars		Sydney and Melbourne
Canadian dollars		Toronto
New Zealand dollars		Auckland and Wellington
Norwegian Krone		Oslo
South African rand		Johannesburg
Swedish Krona		Stockholm
Swiss francs		Zurich

(d) the term "TARGET Settlement Day" means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open;

(e) the term "United States" means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction;

(f) the term "United States Alien" means a beneficial owner of a Note that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person;

(g) the term “Certification” means a certificate substantially in the form of Exhibit B-2 hereto delivered by the Euroclear Operator, Clearstream Luxembourg or other clearance system specified on the face hereof, as the case may be, which certificate is based on a certificate substantially in the form of Exhibit B-1 hereto provided to it by its account holders; and

(h) all other terms used in this Note which are defined in the Fiscal Agency Agreement and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) the Issuer to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned, at (Please print or typewrite name and address of the undersigned).

If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof (which shall be increments of 1,000 units of the Specified Currency indicated on the face hereof) which the holder elects to have repaid: ; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the holder for the portion of the within Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid):


Date:
		NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

SCHEDULE A-1

EXCHANGE FOR DEFINITIVE BEARER NOTES, DEFINITIVE

REGISTERED NOTES AND FROM TEMPORARY GLOBAL NOTE¹²

The Initial Principal Amount of this Note is . The following payments of interest and exchanges of a part of this Permanent Global Fixed Rate Bearer Note for definitive Bearer Notes and Registered Notes, and from Temporary Global Notes have been made:

Date of Exchange or

Interest Payment

Payment
of

Interest

Amount

Exchanged

From

Temporary

Global Notes

Amount

Exchanged

For

Definitive

Bearer

Notes

Amount

Exchanged

For

Definitive

Registered

Notes

Remaining

[INSERT IF APPLICABLE] / [NOT APPLICABLE]

Amount

Outstanding

Following

Such

Exchange

Notation

Made
by or

on
behalf
of

Fiscal
and

Paying

Agent

¹²	Schedule A-1 should only be completed where this Note indicates hereon that it is not intended to be a New Global Note.

¹³	To be used if Note has dual-currency or index feature.

SCHEDULE A-2

AMORTIZATION SCHEDULE¹⁴

¹⁴	Schedule A-2 should only be completed where this Note indicates hereon that it is not intended to be a New Global Note.

HOLDER OF THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG

OR OTHER CLEARANCE SYSTEM]

EXHIBIT B-1

Euro Medium-Term Notes

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account (i) are owned by person(s) requesting definitive [Registered/Bearer] Notes in exchange for their interests in the above-referenced permanent global Note and (ii) such persons desire to exchange principal amount of the above-captioned Notes for definitive [Registered/Bearer] Notes.

This certification excepts and does not relate to $ of such interest in the above Notes in respect of which we do not desire to exchange for definitive Notes.

Dated: , 20


[Name of Account Holder]

By:
		(Authorized Signatory)
Name:
Title:

HOLDER OF THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG

OR OTHER CLEARANCE SYSTEM]

EXHIBIT B-2

Euro Medium-Term Notes

We further certify (i) that we are not making available herewith for exchange all interests in the permanent global Note excepted as set forth herein and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the permanent global Note submitted herewith are no longer true and cannot be relied upon as the date hereof.

Dated: , 20


[EUROCLEAR BANK, S.A./N.V.
		as Operator of the Euroclear System]

[CLEARSTREAM BANKING SOCIÉTÉ ANONYME] [OTHER CLEARANCE SYSTEM]


By:

EX-4.J 4 gecsex4j.htm GECS EXHIBIT 4J Exhibit 4J

Exhibit 4(j)

FORM OF PERMANENT GLOBAL FLOATING RATE BEARER NOTE

GENERAL ELECTRIC CAPITAL CORPORATION

BEARER

No. PGFL

BEARER

[ ]¹

[ ]²

¹	Insert Principal Amount.

²	Insert Optional Payment Amount if the Note has dual-currency feature.

³	Common safe-keeper is only applicable where this Note indicates hereon that it is intended to be a New Global Note.

GENERAL ELECTRIC CAPITAL CORPORATION

EURO MEDIUM-TERM NOTE

(Floating Rate)

SERIES:

ISIN:

COMMON CODE:

ORIGINAL ISSUE DATE:

MATURITY DATE:

PRINCIPAL AMOUNT IN SPECIFIED CURRENCY:

INTEREST CALCULATION:

[ ] Regular Floating Rate Note

[ ] Inverse Floating Rate Note

[ ] Other Floating Rate

INTEREST RATE BASIS:

[ ] CD Rate

[ ] Commercial Paper Rate

[ ] Eleventh District Cost of Funds Rate

[ ] Federal Funds Rate

[ ] LIBOR

[ ] EURIBOR

[ ] Treasury Rate

[ ] Prime Rate

[ ] Other

SPREAD (PLUS OR MINUS):

SPREAD MULTIPLIER:

INDEX MATURITY:

NEW GLOBAL NOTE:

[ ] Yes⁴

[ ] No

INTENDED TO BE HELD IN A MANNER WHICH WOULD ALLOW EUROSYSTEM ELIGIBILITY:

[ ] Yes⁵

[ ] Not Applicable

IF INTEREST RATE BASIS IS LIBOR, INDEX CURRENCY:

DESIGNATED LIBOR PAGE:

[ ] Reuters Page:

[ ] Telerate Page:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST PAYMENT PERIOD:

INTEREST PAYMENT DATE(S):

INITIAL INTEREST RATE:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST DETERMINATION DATE:

REGULAR RECORD DATES (if any):

DAY COUNT FRACTION

[ ] Actual/365⁶

[ ] Actual/Actual

[ ] Actual/Actual (ISDA)

[ ] Actual/365 (Fixed)

[ ] Actual/365 (Sterling)

[ ] Actual/360⁷

[ ] 30/360

[ ] 360/360

[ ] Bond Basis

[ ] 30E/360

[ ] Eurobond Basis

[ ] (Other)

CALCULATION AGENT:

ISSUER OPTIONAL REDEMPTION DATE:

NOTEHOLDER OPTIONAL REDEMPTION DATE:

OPTIONAL REPAYMENT:

FACE AMOUNT CURRENCY:

OPTION VALUE CALCULATION AGENT:

OPTIONAL PAYMENT CURRENCY:

OPTION ELECTION DATES:

DESIGNATED EXCHANGE RATE:

CURRENCY BASE RATE:

DETERMINATION AGENT:

INITIAL MATURITY DATE:

ELECTION DATE

FINAL MATURITY DATE:

AVAILABILITY OF REGISTERED NOTES:

IF THIS NOTE IS EXCHANGEABLE DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S) OF DEFINITIVE NOTES:

DENOMINATIONS OF DEFINITIVE NOTES (if not as set forth herein):

DENOMINATIONS:

REDENOMINATION:

LISTING:

TAX REDEMPTION DATE:

ADDENDUM ATTACHED:

OTHER PROVISIONS:

RANKING:

[ ] Senior

[ ] Subordinated

⁴	Only applicable to euro denominated Notes intended to be held in a manner which would allow Eurosystem eligibility.

⁵	Only applicable if Note issued in New Global Note form

⁶	Floating Rate Notes denominated in any specified currency other than U.S. Dollars or Sterling

⁷	Floating Rate U.S. Dollar Denominated Notes

General Electric Capital Corporation (together with its successors and assigns, the “Company”), for value received, hereby promises to pay to the holder hereof upon surrender hereof, the principal sum (or Face Amount, if the Note has a dual-currency or index feature) (a) if indicated hereon that this Note is not intended to be a New Global Note, specified in Schedule A-1 hereto or (b) if indicated hereon that this Note is intended to be a New Global Note, entered in the records of the relevant Clearing Systems (as defined below), on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) or, (a) if indicated hereon that this Note is not intended to be a New Global Note, in accordance with the Amortization Schedule set out in Schedule A-2 hereto, or (b) if indicated hereon that this Note is intended to be a New Global Note, in accordance with the records of the relevant Clearing Systems and to pay interest thereon to the bearer at the interest rate per annum calculated in accordance with the terms hereof from the Original Issue Date specified above until the principal hereof is paid or duly made available for payment (except as provided below), in arrears monthly, quarterly, semiannually or annually as specified above as the Interest Payment Period on each Interest Payment Date (as specified above), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date (or any other redemption or repayment date specified above); provided, however, that each of Euroclear Bank, S.A./N.V., as operator of the Euroclear System (the “Euroclear Operator”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg” and, together with the Euroclear Operator “the relevant Clearing Systems”), or any other recognized or agreed clearing system (if indicated hereon that this Note is not intended to be a New Global Note), shall be deemed a holder of this Note with respect to the portion hereof held for its respective account; and provided further, however, that if the Original Issue Date occurs between a date that is 15 days prior to the next succeeding Interest Payment Date and such Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date to the holder of this Note on such second Interest Payment Date.

immediately available funds to an account maintained by the holder of this Note with a bank located outside the United States if appropriate wire transfer instructions in writing have been received by the Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the applicable Interest Payment Date.

If the Specified Currency indicated on the face hereof is U.S. dollars, any payment of the principal of and premium, if any, and interest on this Note will be made, subject to applicable laws and regulations, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts either by a check drawn on a bank in The City of New York mailed to an address outside the United States furnished by the holder or by wire transfer of immediately available funds to an account maintained by the holder of this Note with a bank located outside the United States if appropriate wire transfer instructions have been received by the Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the applicable payment date. Notwithstanding the foregoing, in the event that payment in U.S. dollars of the full amount payable on this Note at the offices of all Paying Agents would be illegal or effectively precluded as a result of exchange controls or similar restrictions, payment on this Note will be made by a paying agency in the United States, if such paying agency, under applicable law and regulations, would be able to make such payment.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


DATED:		GENERAL ELECTRIC CAPITAL CORPORATION

[SEAL]		By:
			Authorized Signatory

Attest:

By:
	Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Fiscal Agency Agreement.


JPMORGAN CHASE BANK, N.A.
	as Fiscal and Paying Agent

By:
	Authorized Officer

	[Effectuated without recourse,
warranty or liability by

	As common safe-keeper]⁸

⁸	Applicable only for a series of Notes issued and indicated hereon that it is issued as a New Global Note.

[Form of Reverse of Note]

This Note is one of a duly authorized issue of Euro Medium-Term Notes of the Series specified on the face hereof, having maturities of nine months or more from the date of issue (the “Notes”) of the Company. The Notes are issuable under an eighth amended and restated fiscal and paying agency agreement, dated as of May 12, 2006, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Company, GE Capital European Funding, GE Capital UK Funding and JPMorgan Chase Bank, N.A. , as fiscal agent and as principal paying agent (in such capacities, the “Fiscal and Paying Agent”) and J.P. Morgan Bank Luxembourg S.A., as initial registrar and transfer agent (as amended and supplemented from time to time, the “Fiscal Agency Agreement”), to which Fiscal Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Company and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated, effectuated (if applicable), and delivered. JPMorgan Chase Bank, N.A. at its office in London has been appointed the Exchange Rate Agent (the “Exchange Rate Agent”, which term includes any successor exchange rate agent) with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Fiscal Agency Agreement. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.

This Note will not be subject to any sinking fund and will not be redeemable or subject to repayment at the option of the holder prior to maturity, except as provided below.

Unless otherwise indicated on the face of this Note, this Note shall not be subject to repayment at the option of the holder prior to the Maturity Date. If so indicated on the face of this Note, this Note may be subject to repayment at the option of the holder on the Optional Repayment Date or Dates specified on the face hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable in whole or in part in increments of 1,000 units of the Specified Currency indicated on the face hereof (provided that any remaining principal amount hereof shall not be less than the minimum authorized denomination hereof) at the option of the holder hereof at a price equal to 100% of the principal amount to be repaid, together with interest hereon payable to the date of repayment. For this Note to be repaid in whole or in part at the option of the holder hereof, the Company must receive at the corporate trust office of the Fiscal and Paying Agent in the City of London, at least 30 days but not more than 60 days prior to the repayment, (i) this Note with the form entitled “Option to Elect Repayment” on the reverse hereof duly completed or (ii) a telegram, facsimile transmission or a letter from a commercial bank or trust company in Western Europe which must set forth the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse hereof, will be received by the Fiscal and Paying Agent not later than the fifth Business Day after the date of such telegram, facsimile transmission or letter; provided, however, that such telegram, facsimile transmission or letter from a commercial bank or trust company in Western Europe shall only be effective if in such case, this Note and form duly completed are received by the Fiscal and Paying Agent by such fifth Business Day. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon cancellation hereof, but only in an authorized denomination. Partial redemption with respect to Notes indicated hereon that it is intended to be a New Global Note will be reflected in the records of Euroclear and Clearstream, Luxembourg as either pool factor (whereby a percentage reduction is applied to the nominal amount) or reduction in nominal amount, at their discretion.

This Note will bear interest at the rate determined as follows:

1. If this Note is designated as a Regular Floating Rate Note on the face hereof, then, except as described below, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis shown on the face hereof (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof. Commencing on the first Interest Reset Date (the “Initial Interest Reset Date”), the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate, and (ii) unless otherwise specified on the face hereof, the interest rate in effect hereon for the ten calendar days immediately prior to a Maturity Date shall be that in effect on the tenth calendar day preceding such Maturity Date.

2. If this Note is designated as an Inverse Floating Rate Note on the face hereof, then, except as described below, this Note will bear interest equal to the Fixed Interest Rate indicated on the face hereof minus the rate determined by reference to the applicable Interest Rate Basis shown on the face hereof (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof; provided, however, that the interest rate hereon will not be less than zero. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate, and (ii) unless otherwise specified on the face hereof, the interest rate in effect hereon for the ten calendar days immediately prior to a Maturity Date shall be that in effect on the tenth calendar day preceding such Maturity Date.

3. Notwithstanding the foregoing, if this Note is designated above as having an Addendum attached, the Note shall bear interest in accordance with the terms described in such Addendum.

Except as provided above, the interest rate in effect on each day shall be (a) if such day is an Interest Reset Date, the interest rate determined on the Interest Determination Date (as defined below) immediately preceding such Interest Reset Date or (b) if such day is not an Interest Reset Date, the interest rate determined on the Interest Determination Date immediately preceding the next preceding Interest Reset Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provision below. If any Interest Reset Date (which term includes the term Initial Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day, except that if an Interest Rate Basis specified on the face hereof is LIBOR or EURIBOR and such next Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the next preceding Business Day.

Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the CD Rate, Commercial Paper Rate, Federal Funds Rate and Prime Rate will be the second Business Day next preceding such Interest Reset Date. The Interest Determination Date with respect to the Eleventh District Cost of Funds Rate will be the last working day of the month immediately preceding each Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the “FHLB of San Francisco”) publishes the Index (as defined below). Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to LIBOR shall be the second London Banking Day (as defined below) preceding such Interest Reset Date, unless the Designated LIBOR Currency (as defined herein) is (i) pounds sterling, in which case the “Interest Determination Date” will be the applicable Interest Reset Date, or (ii) euro, in which case the Interest Determination Date will be the second TARGET Settlement Day (as defined herein) preceding such Interest Reset Date. Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to EURIBOR shall be the second TARGET Settlement Day preceding each Interest Reset Date for the related Notes. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the Treasury Rate shall be the day of the week in which such Interest Reset Date falls on which Treasury bills normally would be auctioned; provided, however, that if an auction is held on the Friday of the week preceding such Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided, further, that if an auction shall fall on any Interest Reset Date, then the Interest Reset Date shall instead be the first Business Day following the date of such auction. “London Banking Day” means any day on which commercial banks are open for business (including dealings in the Designated LIBOR Currency) in London, England.

The “Calculation Date” pertaining to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date, as the case may be.

for negotiable certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected Interest Rates,” or any successor publication (“H.15(519)”), under the heading “CDs (Secondary Market),” or, if not so published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit of the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “CDs (Secondary Market)”. If such rate is not yet published in either H.15(519), H.15 Daily Update, or such other recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date pertaining to such Interest Determination Date, then the CD Rate on such Interest Determination Date will be calculated by the Calculation Agent referred to on the face hereof and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such Interest Determination Date, for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the Index Maturity specified on the face hereof in a denomination of $5,000,000 as quoted by three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate with respect to such Interest Determination Date shall be the CD Rate as in effect on such Interest Determination Date. For the purposes hereof, “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the United States Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any successor service.

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, the Commercial Paper Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the Money Market Yield (as defined herein) of the rate on such date for commercial paper having the Index Maturity specified on the face hereof, as such rate shall be published in H.15(519) under the heading “Commercial Paper Nonfinancial,” or if not so published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Commercial Paper Nonfinancial”. If such rate is not yet available in either H.15(519) , H.15 Daily Update, or such other recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, then the Commercial Paper Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on such Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof, placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized rating agency, as quoted by three leading dealers in commercial paper in The City of New York selected by the Calculation Agent; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as set forth above, the Commercial Paper Rate with respect to such Interest Determination Date shall be the Commercial Paper Rate in effect on such Interest Determination Date.

“Money Market Yield” shall be a yield (expressed as a percentage) calculated in accordance with the following formula:


Money Market Yield =	D x 360	x 100
Money Market Yield =	360 -(D x M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the period for which interest is being calculated.

Determination of Eleventh District Cost of Funds Rate. If the Interest Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as indicated above, the Eleventh District Cost of Funds Rate shall be determined on each applicable Interest Determination Date and shall be the rate equal to the monthly weighted average cost of funds for the calendar month preceding such Interest Determination Date as set forth under the caption “11th District” on Telerate Page 7058 as of 11:00 a.m., San Francisco time, on such Interest Determination Date. If such rate does not appear on Telerate Page 7058 on any such Interest Determination Date, the Eleventh District Cost of Funds Rate for such Interest Determination Date shall be the monthly weighted average cost of funds paid by member institutions of the

Eleventh Federal Home Loan Bank District that was most recently announced (the “Index”) by the FHLB of San Francisco as such cost of funds for the calendar month preceding the date of such announcement. If the FHLB of San Francisco fails to announce such rate for the calendar month next preceding such Interest Determination Date, then the Eleventh District Cost of Funds Rate for such Interest Determination Date will be the Eleventh District Cost of Funds Rate in effect on such Interest Determination Date.

Determination of Federal Funds Rate. If the Interest Rate Basis specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate on such date for Federal Funds as published in H.15(519) under the heading “Federal Funds (Effective)” as such rate is displayed on Telerate Page 120, or, if the rate does not appear on Telerate Page 120 or is not published in H.15(519) prior to 11:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate will be the rate on such Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Federal Funds (Effective)”. If such rate does not appear on Telerate Page 120 or is not published in H.15(519), H.15 Daily Update or such other recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, the Federal Funds Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal funds as of 11:00 a.m., New York City time, on such Interest Determination Date arranged by three leading brokers of Federal funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if fewer than three brokers are providing the aforesaid quotes, the Federal Funds Rate with respect to such Interest Determination Date shall be the Federal Funds Rate in effect on such Interest Determination Date.

Determination of LIBOR. If the Interest Rate Basis specified on the face hereof is LIBOR, LIBOR with respect to this Note shall be determined on each Interest Determination Date as follows:

(i) LIBOR will be either (a) if “LIBOR Telerate” is specified on the face hereof or if the face hereof does not specify a source for LIBOR, the rate for deposits in the London interbank market in the Designated LIBOR Currency (as defined below) having the Index Maturity designated on the face hereof commencing on the second Business Day immediately following such Interest Determination Date (or, if pounds sterling is the Designated LIBOR Currency, beginning on such date or, if euro is the Designated LIBOR Currency, beginning on the second TARGET Settlement Day immediately after such date), that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London time, on that Interest Determination Date, or (b) if “LIBOR Reuters” is specified on the face hereof, the arithmetic mean of the offered rates for deposits in the London interbank market in the Designated LIBOR Currency having the Index Maturity designated on the face hereof and commencing on the second Business Day immediately following such Interest Determination Date, (or, if pounds sterling is the Designated LIBOR Currency, beginning on such date or, if euro is the Designated LIBOR Currency, beginning on the second TARGET Settlement Day immediately after such date), that appears on the Designated LIBOR Page (as defined below) that appear on the Designated LIBOR Page as of 11:00 a.m., London time, on such Interest Determination Date, if at least two such offered rates on such Designated LIBOR Page. If fewer than two offered rates appear, or no rate appears, as applicable, LIBOR in respect of such Interest Determination Date will be determined as if the parties had specified the rate described in clause (ii) below.

(ii) If fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in clause (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Designated LIBOR Currency for the period of the Index Maturity designated on the face hereof, commencing on the second Business Day (or if pounds sterling is the Designated LIBOR Currency, commencing on such Interest Determination Date or, if euro is the Designated LIBOR Currency, beginning on the second TARGET Settlement Day immediately after such date) immediately following such Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in such Designated LIBOR Currency in such market at such time. If at least two such quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two

quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. (or such other time specified on the face hereof), New York City time, on such Interest Determination Date by three major banks (one of which may be an affiliate of the calculation agent) in the Principal Financial Center selected by the calculation agent. The rates will be for loans in the Designated LIBOR Currency to leading European banks having the Index Maturity designated in the applicable Final Terms or Securities Note (as the case may be) beginning on the second London Business Day after that date (or, if pounds sterling is the Designated LIBOR Currency, commencing on such date or, if euro is the Designated LIBOR Currency, beginning on the second TARGET Settlement Day immediately after such date) and in a Representative Amount; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR with respect to such Interest Determination Date will be LIBOR in effect on such Interest Determination Date.

“Designated LIBOR Currency” means the currency (including composite currencies and euro) specified on the face hereof as the currency with respect to which LIBOR shall be calculated. If no such currency is specified on the face hereof, the Designated LIBOR Currency shall be U.S. dollars.

“Designated LIBOR Page” means either (a) if “LIBOR Reuters” is specified in on the face hereof, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Designated LIBOR Currency, or (b) if “LIBOR Telerate” is specified on the face hereof or neither “LIBOR Reuters” nor “LIBOR Telerate” is specified as the manner of calculating LIBOR, the display on Telerate (or any successor service) for the purpose of displaying the London interbank offered rates of major banks for the applicable Designated LIBOR Currency.

Determination of EURIBOR. If the Interest Rate Basis specified on the face hereof is EURIBOR, EURIBOR with respect to this Note shall be determined on each Interest Determination Date and shall be the rate for deposits in euros having the Index Maturity designated on the face hereof that appears on the Designated EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest Determination Date. If such rate does not appear on the Designated EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest Determination Date, then the Calculation Agent will request the principal offices of four major banks (one of which may be an affiliate of the Calculation Agent) in the Euro-zone selected by the Calculation Agent to provide such bank’s offered quotation to prime banks in the Euro-zone interbank market for deposits in euros having the Index Maturity designated on the face hereof as of 11:00 a.m., Brussels time, on such Interest Determination Date and in a Representative Amount. If at least two quotations are provided, EURIBOR determined on such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, EURIBOR determined on such Interest Determination Date will be the arithmetic mean of the rates quoted by major banks (which may include an affiliate of the Calculation Agent) in the Euro-zone, selected by the Calculation Agent, at approximately 11:00 a.m., Brussels time, on the Interest Determination Date for loans in euros to leading European banks for a period of time corresponding to the Index Maturity designated on the face hereof and in a Representative Amount. If no rates are quoted by major banks, EURIBOR for such Interest Determination Date will be EURIBOR in effect for such Interest Determination Date. “Euro-zone” means the area encompassed by member states in the European Union that are participating in the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Communities, as amended by the Treaty on European Union.

Determination of Prime Rate. If the Interest Rate Basis specified on the face hereof is the Prime Rate, the Prime Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate on such date as published in H.15(519) under the heading “Bank Prime Loan”, or if not so published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Prime Rate will be the rate as published on such Interest Determination Date in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime Loan”. If such rate is not published in H.15(519), H.15 Daily Update or such other recognized electronic source, then the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank named on the Reuters Screen U.S. Prime 1 Page (as defined below) as such bank’s prime rate or base lending rate as in effect for such Interest Determination Date as quoted on the Reuters Screen U.S. Prime 1 Page on such interest Determination Date, or, if fewer than four, but more than one, such rates appear on the Reuters Screen U.S. Prime 1 Page for such Interest Determination Date, the rate shall be the arithmetic mean of the

prime rates quoted on the basis of actual number of days in the year divided by 360 as of the close of business on such Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent from which quotations are requested. For purposes of making the foregoing determination, each change in the prime rate or base lending rate of any bank so announced by such bank will be effective as of the effective date of the announcement or, if no effective date is specified, as of the date of the announcement. If fewer than two such quotations are provided, the Prime Rate will be calculated by the Calculation Agent and will be determined as the arithmetic mean on the basis of the prime rates or base lending rates quoted in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States or any state thereof, each having total equity capital of at least $500 million and being subject to supervision or examination by a federal or state authority, selected by the Calculation Agent to quote such rate or rates; provided, however, that if the banks or trust companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate in effect on such Interest Determination Date.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the Treasury Rate, the Treasury Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate applicable to the most recent auction of direct obligations of the United States (“Treasury Bills”) having the Index Maturity specified on the face hereof, as it appears under the caption “[HIGH RATE]” on page 56 or page 57 of Telerate (or any other pages that may replace such pages on such service) or if not so published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the auction average rate on such Interest Determination Date (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury Bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 p.m., New York City time, on such Calculation Date, or if no such auction is held in the five Business Days preceding such Interest Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of such Treasury bills having the specified Index Maturity as published in H.15(519) under the caption “U.S. Government Securities Treasury Bills [Auction high].” If such rate is not so published in H.15(519) by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Interest Determination Date of such Treasury bills will be as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/[Auction high]” on such Interest Determination Date If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source on such Interest Determination Date, then the Treasury Rate will be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the Treasury Rate with respect to such Interest Determination Date will be the Treasury Rate in effect on such Interest Determination Date.

Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States Federal law of general application.

At the request of the holder hereof, the Calculation Agent will provide to the holder hereof the interest rate hereon then in effect and, if determined, the interest rate that will become effective as of the next Interest Reset Date.

Interest payments on this Note will equal the amount of interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid (or from and including the date of issue of the predecessor global Note, if no interest has been paid) to but excluding the related Interest Payment Date; provided, however, that if the Interest Reset Period with respect to this Note is daily or weekly, each interest

payment will include interest accrued from and including the date of issue of the predecessor global Note or from but excluding the fifteenth calendar day preceding the next preceding Interest Payment Date (whether or not such fifteenth calendar day is a Business Day) to which interest has been paid, as the case may be, through and including the fifteenth calendar day preceding the applicable Interest Payment Date (whether or not such fifteenth calendar day is a Business Day), unless otherwise specified on the face hereof; and provided, further, that the interest payment with respect to this Note made on the Maturity Date will include interest accrued to but excluding such Maturity Date.

Unless otherwise specified on the face hereof, the day count fraction in respect of the calculation of an amount of interest on this Note for any period of time (the “Calculation Period”) will (a) in the case of this Note being denominated in U.S. Dollars, be Actual/360; (b) in the case of this Note being denominated in Sterling, be Actual/365 (Sterling); or (c) in the case of this Note being denominated in any other Specified Currency, be Actual/365.

If a Day Count Fraction is specified above:

(a) “Actual/365”, “Actual/Actual” or “Actual/Actual (ISDA)” means the actual number of days in the Interest Reset Period divided by 365 (or, if any proportion of that Interest Reset Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Reset Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Reset Period falling in a non-leap year divided by 365);

(b) “Actual/365 (Fixed)” means the actual number of days in the Interest Reset Period divided by 365;

(c) “Actual/365 (Sterling)” means the actual number of days in the Interest Reset Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(d) “Actual/360” means the actual number of days in the Interest Reset Period divided by 360;

(e) “30/360”, “360/360” or “Bond Basis” means the number of days in the Interest Reset Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (a) the last day of the Interest Reset Period is the 31st day of a month but the first day of the Interest Reset Period is a day other than the 30th or 31st day of the month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (b) the last day of the Interest Reset Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and

(f) “30E/360” or “Eurobond Basis” means the number of days in the Interest Reset Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day month, without regard to the date of the first day or last day of the Interest Reset Period unless, in the case of an Interest Reset Period ending on the Maturity Date, the Maturity Date is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month).

If the interest rate on this Note may be calculated with reference to two or more Interest Rate Bases, the accrued interest factor will be calculated in each period by selecting one such Interest Rate Basis for such period. For these calculations, the interest rate in effect on any Interest Reset Date will be the new reset rate.

All percentages resulting from any calculation will be to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.9876545% (or .09876545) would be rounded to 9.87655% (or.0987655), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).

If any Interest Payment Date other than the Maturity Date would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, except that in any case of a Floating Rate Note as to which LIBOR or EURIBOR is an applicable Interest Rate Basis and such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.

[This Note is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Company/This Note is a subordinate Note and [insert applicable subordination provisions.]]⁹

This Note is issuable in bearer form (the “Bearer Notes”), without interest coupons attached, and is exchangeable upon 30 days’ written notice to the Fiscal and Paying Agent, in whole or from time to time in part, for (i) Bearer Notes, with interest coupons attached, in such denominations of the Specified Currency as are indicated on the face hereof or (ii) (if so specified on the face hereof) Notes in fully registered form, without coupons (“Registered Notes”), in such denominations of the Specified Currency as are indicated on the face hereof at the office of the Fiscal and Paying Agent, upon the request of the Euroclear Operator or Clearstream, Luxembourg, acting on behalf of the owners of beneficial interests in the Note, and upon Certification to the effect set forth in Exhibits B-1 and B-2 attached hereto and upon compliance with the other procedures set forth in the Fiscal Agency Agreement; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 days before the day of the first publication of a notice of redemption and ending on the relevant redemption date. All expenses incurred as a result of any such exchange shall be paid by the Company. Notwithstanding anything to the contrary contained in this paragraph, the Fiscal and Paying Agent shall not be required to exchange the entire aggregate principal amount of a permanent global Bearer Note for definitive Bearer Notes in the event beneficial owners of less than the entire aggregate principal amount of the permanent global Bearer Note have requested definitive Bearer Notes, provided the operating rules and regulations of the clearance system then in effect would permit less than the entire aggregate principal amount of the permanent global Bearer Note to be so exchanged. Upon exchange of any portion of this Note for a definitive Bearer Note or definitive Bearer Notes, or a definitive Registered Note or definitive Registered Notes, the Fiscal and Paying Agent shall (a) if indicated hereon that this Note is not intended to be a New Global Note, cause Schedule A-1 of this Note to be endorsed or (b) if indicated hereon that this Note is intended to be a New Global Note, promptly provide details to the relevant Clearing Systems in order for the records of the relevant Clearing Systems to be updated, in each case to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such definitive Bearer Note or Bearer Notes, or such definitive Registered Note or Registered Notes, whereupon the principal amount hereof shall be reduced for all purposes by the amount so exchanged and noted. The date of surrender of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

⁹	insert as applicable as set out in the applicable Final Terms or Securities Note (as the case may be)

If the Company shall determine that any payment made outside the United States by the Company or any Paying Agent of principal or interest, including original issue discount, if any, due in respect of any Bearer Notes of the Series of which this Note forms a part would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which requirement is the disclosure to the Company, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bearer Note or interest coupon who is a United States Alien (other than such a requirement (a) which would not be applicable to a payment made by the Company or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) which can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien, provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner is not otherwise subject to any such requirement), the Company shall redeem the Bearer Notes, in whole, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, (or, in the case of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accrued to the date of redemption), or, at the election of the Company if the conditions of the next succeeding paragraph are satisfied, pay the additional amounts specified in such paragraph. The Company shall make such determination and election as soon as practicable and publish prompt notice thereof (the “Determination Notice”) stating the effective date of such certification, identification or other information reporting requirements, whether the Company will redeem the Bearer Notes of such Series, or whether the Company has elected to pay the U.S. Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Bearer Notes must take place, as provided in the next succeeding sentence. If the Company redeems the Bearer Notes, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Company shall elect by notice to the Fiscal and Paying Agent at least 60 days prior to the date fixed for redemption. Notice of such redemption of the Bearer Notes will be given to the holders of the Bearer Notes not more than 60 nor less than 30 days prior to the date fixed for redemption. Such redemption notice shall include a statement as to the last date by which the Bearer Notes to be redeemed may be exchanged for Registered Notes. Notwithstanding the foregoing, the Company shall not so redeem the Bearer Notes if the Company shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such requirement, in which case the Company shall publish prompt notice of such determination

and any earlier redemption notice shall be revoked and of no further effect. The right of any of the holders of Bearer Notes called for redemption pursuant to this paragraph to exchange such Bearer Notes for Registered Notes will terminate at the close of business of the Fiscal and Paying Agent on the fifteenth day prior to the date fixed for redemption, and no further exchanges of such Series of Bearer Notes for Registered Notes shall be permitted.

If and so long as the certification, identification or other information reporting requirements referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Company may elect to pay as U.S. Additional Amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by the Company or any Paying Agent of principal or interest, including original issue discount due in respect of any Bearer Note or any interest coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Company, any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge which (i) would not be applicable in the circumstances referred to in the second parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of the presentation of such Bearer Note or interest coupon for payment more than 15 calendar days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Bearer Note or interest coupon to be then due and payable. In the event the Company elects to pay U.S. Additional Amounts pursuant to this paragraph, the Company shall have the right to redeem the Bearer Notes of such Series as a whole at any time pursuant to the applicable provisions of the immediately preceding paragraph and the redemption price of such Bearer Notes shall not be reduced for applicable withholding taxes. If the Company elects to pay U.S. Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Company shall redeem the Bearer Notes of such Series in whole, pursuant to the applicable provisions of the immediately preceding paragraph.

The Company will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the “U.S. Additional Amounts”) to the holder of any Note or of any coupon, if any, who is a United States Alien as may be necessary in order that every net payment of the principal of, premium and interest, including original issue discount, on such Note and any other amounts payable on such Note, after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note or coupon, if any, to be then due and payable. However, the Company will not be required to make any payment of U.S. Additional Amounts to any such holder for or on account of:

(b) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

(d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;

(h) any combination of two or more of items (a), (b), (c), (d), (e), (f) and (g);

The Company will not be required to make any payment of U.S. Additional Amounts to any holder for or on the account of :

(a) any tax, duty, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, or interest on, any Note, if such payment can be made without such withholding by any other Paying Agent in a member state of the European Union; or

(b) any tax, duty, assessment or other governmental charge required to be imposed or withheld on a payment to an individual and such deduction or withholding is required to be made pursuant to any European Union Directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive.

The Fiscal Agency Agreement provides that the Company will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its properties to any other corporation, unless (i) either the Company shall be the continuing corporation or the successor corporation (if other than the Company) (the “successor corporation”) shall be a corporation incorporated under the laws of the United States of America and such successor corporation shall expressly assume the due and punctual payments of all amounts due under this Note and the due and punctual performance of all of the covenants and obligations of the Company under this Note by supplemental agreement satisfactory to the Fiscal and Paying Agent executed and delivered to such Fiscal and Paying Agent by the successor corporation and the Company and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or obligation. Upon any such merger or consolidation, sale, conveyance, transfer or other disposition, such successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Company under this Note, with the same effect as if such successor corporation had been named as the Company herein, and the Company shall be released from its liability under this Note and under the Fiscal Agency Agreement.

payment of interest thereon; (ii) change the amount of the principal of an Original Issue Discount Note of such Series that would be due and payable upon an acceleration of the maturity thereof; (iii) reduce the amount of interest payable thereon or the amount payable thereon in the event of redemption or acceleration; (iv) change the currency of payment of principal of or any other amounts payable on any such Note; (v) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (vi) reduce the above-stated percentage of the principal amount of Notes of such Series the consent of whose holders is necessary to modify or amend the Fiscal Agency Agreement or the Notes of such Series or reduce the percentage of the Notes of such Series required for the taking of action or the quorum required at any such meeting of holders of Notes of such Series; or (vii) modify the foregoing requirements to reduce the percentage of outstanding Notes of such Series necessary to waive any future compliance or past default.

If specified in the applicable Final Terms or Securities Note (as the case may be), the Company may, without the consent of holders of Notes denominated in a Specified Currency of a member state of the European Union, which on or after the issue date of such Notes participates in European Economic and Monetary Union, on giving at least 30 days’ prior notice (the “Redenomination Notice”) to the holders of such Notes and on prior notice to the Paying Agent, the Euroclear Operator, Clearstream Luxembourg and/or any other relevant clearing system (if indicated hereon that this Note is not intended to be a New Global Note), elect that, with effect from the date specified in the Redenomination Notice (the “Redenomination Date”), such Notes shall be redenominated in euro. The election will have effect as follows: (a) the Notes shall be deemed to be redenominated into euro in the denomination of €0.01 with a nominal amount for each Note equal to the nominal amount of that Note in the Specified Currency, converted into euro at the Established Rate (defined below), provided that, if the Company determines after consultation with the Paying Agent that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Company shall promptly notify the holders of Notes, any stock exchange on which the Notes may be listed and the Paying Agent of such deemed amendments; (b) save to the extent that an Exchange Notice (defined below) has been given in accordance with paragraph (d) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01; (c) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Company in the denominations of €1,000, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Paying Agent may approve) €0.01 and such other denominations as the Issuer shall determine and notify to the Noteholders; (d) if issued prior to the Redenomination Date, all unmatured coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Company gives notice (the “Exchange Notice”) that replacement euro-denominated Notes and coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes so issued will also become void on that date although such Notes will continue to constitute valid exchange obligations of the Company. New euro-denominated Notes and coupons, if any, will be issued in exchange for Notes and coupons, if any, denominated in the Specified Currency in such manner as the Paying Agent may specify and as shall be notified to the holders of Notes in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (e) after the Redenomination Date, all payments in respect of the Notes and the coupons, if any, including payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account outside the United States (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque mailed to an address outside the United States; (f) the applicable Final Terms or Securities Note (as the case may be) will specify any relevant changes to the provisions relating to interest; and (g) such other changes shall be made as the Company may decide, after consultation with the Paying Agent and the calculation agent (if applicable), and as may be specified in the Redenomination Notice, to conform them to conventions then applicable to instruments denominated in euro. For the purposes hereof, “Established Rate” means the rate for the conversion of the Specified Currency (including compliance

with rules relating to roundings in accordance with applicable European Union regulations) into euro established by the Council of the European Union pursuant to Article 1091(4) of the treaty establishing the European Communities, as amended by the Treaty on European Union, and “sub-unit” means, with respect to any Specified Currency other than euro, the lowest amount of such Specified Currency that is available as legal tender in the country of such Specified Currency and, with respect to euro, means one cent.

Payments of principal, premium, if any, and interest, if any, on any Note denominated in a Specified Currency other than U.S. dollars shall be made in U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable due to imposition of exchange controls or other circumstances beyond the Company’s control or (b) is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions in that country or within the international banking community. Such payments shall be made in U.S. dollars on such payment date and on all subsequent payment dates until such Specified Currency is again available or so used as determined by the Company.

Amounts so payable on any such date in such Specified Currency shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent on the basis of the most recently available Market Exchange Rate or as otherwise indicated in the applicable Final Terms or Securities Note (as the case may be). The Exchange Rate Agent at the date of the Fiscal Agency Agreement is JPMorgan Chase Bank, N.A. Any payment required to be made on Notes denominated in a Specified Currency other than U.S. dollars and euro that is instead made in U.S. dollars under the circumstances described above will not constitute a default of any obligation of the relevant Issuer under such Notes. The “Market Exchange Rate” with respect to any currency other than U.S. dollars means, for any day, the noon dollar buying rate in The City of New York on such day for cable transfers of such currency as published by the Federal Reserve Bank of New York, or, if such rate is not published for such day, the equivalent rate as determined by the Exchange Rate Agent.

The provisions of the two preceding paragraphs shall not apply in the event of the introduction in the country issuing any Specified Currency of the euro pursuant to the entry of such country into European Economic and Monetary Union. In this situation, payments of principal, premium, if any, and interest, if any, on any Note denominated in any such Specified Currency shall be effected in euro at such time as is required by, and otherwise in conformity with, legally applicable measures adopted with reference to such country’s entry into European Economic and Monetary Union. All references herein or in any Final Terms or Securities Note (as the case may be) to “euro” shall be to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the treaty establishing the European Communities, as amended.

All determinations made by the Company or the agent of the Company shall be at such person’s sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Company and all holders of Notes.

So long as this Note shall be outstanding, the Company will cause to be maintained an office or agency for the payment of the principal of and premium, if any, and interest on this Note as herein provided in London, England, and in any jurisdiction required by the rules and regulations of any stock exchange, competent authority and/or market on which this Note may be listed and/or admitted to trading and an office or agency in London for the transfer and exchange as aforesaid of the Notes. The Company may designate other agencies for the payment of said principal, premium and interest at such place or places outside the United States (subject to applicable laws and regulations) as the Company may decide. So long as there shall be any such agency, the Company shall keep the Fiscal and Paying Agent advised of the names and locations of such agencies, if any are so designated.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

As used herein:

(a) the term “Business Day” means, unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be), any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in each of (i) the Principal Financial Center of the country in which the Company is incorporated; (ii) the Principal Financial Center of the country of the currency in which the Notes are denominated (if the Note is denominated in a Specified Currency other than euro); (iii) London, England; and (iv) any Additional Business Centre specified in the applicable Final Terms or Securities Note (as the case may be); provided, however, that with respect to Notes denominated in euro, such day is also a TARGET Settlement Day;

(b) the term “Designated EURIBOR Page” means Capital Markets Report Page 248 of Telerate, or any other page as may replace such page on such service;

(c) the term “Notices” refers to notices to holders of the Notes to be given by publication in one leading English language daily newspaper with general circulation in London or, if publication in London is not practical, elsewhere in Western Europe. Such publication is expected to be made in the Financial Times. If the Series of which this Note forms a part is listed on any stock exchange, competent authority and/or market, notices to the holders of the Notes will be published in a manner which complies with the rules and regulations of such stock exchange, competent authority and/or market. Such notices will be deemed to have been given on the date of such publication, or if published in such newspapers on different dates, on the date of the first such publication;

(d) the term “Principal Financial Center” means (i) the capital of the country issuing the currency in which the Notes are denominated or (ii) the capital city of the country to which the Designated LIBOR Currency relates, as applicable, except, in the case of (i) or (ii) above, that with respect to the following currencies, the “Principal Financial Center” will be as indicated below:


Currency		Principal Financial Center

United States dollars		The City of New York
Australian dollars		Sydney and Melbourne
Canadian dollars New Zealand dollars		Toronto Auckland and Wellington
Norwegian Krone		Oslo
South African rand		Johannesburg
Swedish Krona		Stockholm
Swiss francs		Zurich

(e) the term “Representative Amount” means a principal amount of not less than $1,000,000 (or its foreign currency equivalent) that in the calculation agent’s judgment is representative for a single transaction in the relevant currency in which related Notes are issued in such market at such time;

(f) the term “TARGET Settlement Day” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open;

(g) the term “United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction;

(h) the term “United States Alien” means a beneficial owner of a Note that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person; and

(i) the term “Certification” means a certificate substantially in the form of Exhibit B-2 hereto delivered by the Euroclear Operator, Clearstream Luxembourg or other clearance system specified on the face hereof, as the case may be, which certificate is based on a certificate substantially in the form of Exhibit B-1 hereto provided to it by its account holders; and

(j) all other terms used in this Note which are defined in the Fiscal Agency Agreement and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

OPTION TO ELECT REPAYMENT


Date:
		NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

SCHEDULE A-1

EXCHANGE FOR DEFINITIVE BEARER NOTES, DEFINITIVE

REGISTERED NOTES AND FROM TEMPORARY GLOBAL NOTE¹⁰

The Initial Principal Amount of this Note is . The following payments of interest and exchanges of a part of this Permanent Global Floating Rate Bearer Note for definitive Bearer Notes and Registered Notes, and from Temporary Global Notes have been made:

Date of Exchange or

Interest Payment

Payment of

Interest

Principal (Face)¹¹

Amount

Exchanged

From

Temporary

Global Notes

Principal (Face)¹¹

Amount

Exchanged

For

Definitive

Bearer

Notes

Principal (Face)¹¹

Amount

Exchanged

For

Definitive

Registered

Notes

Remaining

Principal (Face)¹¹

Amount

Outstanding

Following

Such

Exchange

Notation

Made by or

on behalf of

Fiscal and

Paying Agent

¹⁰	Schedule A-1 should only be completed where this Note indicates hereon that it is not intended to be a New Global Note.

¹¹	To be used if Note has dual-currency or index feature.

SCHEDULE A-2

AMORTIZATION SCHEDULE¹²

[INSERT IF APPLICABLE] / [NOT APPLICABLE]

¹²	Schedule A-2 should only be completed where this Note indicates hereon that it is not intended to be a New Global Note.

[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

HOLDER OF THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG

OR OTHER CLEARANCE SYSTEM]

EXHIBIT B-1

CERTIFICATE

GENERAL ELECTRIC CAPITAL CORPORATION

Euro Medium-Term Notes

Represented by Permanent Global Note No. .

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account (i) are owned by person(s) requesting definitive [Registered/Bearer] Notes in exchange for their interests in the above-referenced permanent global Note and (ii) such persons desire to exchange principal amount of the above-captioned Notes for definitive [Registered/Bearer] Notes.

This certification excepts and does not relate to $ of such interest in the above Notes in respect of which we do not desire to exchange for definitive Notes.

Dated: , 20


[Name of Account Holder]

By:
		(Authorized Signatory)
Name:
Title:

[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

HOLDER OF THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG

OR OTHER CLEARANCE SYSTEM]

EXHIBIT B-2

CERTIFICATE

GENERAL ELECTRIC CAPITAL CORPORATION

Euro Medium-Term Notes

Represented by Permanent Global Note No. .

We further certify (i) that we are not making available herewith for exchange all interests in portion of the permanent global Note excepted as set forth herein and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the permanent global Note submitted herewith are no longer true and cannot be relied upon as the date hereof.

Dated: , 20


[EUROCLEAR BANK, S.A./N.V as Operator of the Euroclear System]

[CLEARSTREAM BANKING SOCIÉTÉ ANONYME]

[OTHER CLEARANCE SYSTEM]

By:

EX-4.K 5 gecsex4k.htm GECS EXHIBIT 4K Exhibit 4K

Exhibit 4(k)

FORM OF TEMPORARY GLOBAL FIXED RATE BEARER NOTE

Temporary Global Fixed Rate Bearer Note

GENERAL ELECTRIC CAPITAL CORPORATION


BEARER		BEARER
No. TGFX		[ ]¹
		[ ]²

THIS SECURITY IS A TEMPORARY GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, REPRESENTING (AND EXCHANGEABLE FOR) DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN REGISTERED NOTES. IF SO PROVIDED HEREIN, THIS GLOBAL NOTE MAY ALSO BE EXCHANGED DIRECTLY FOR DEFINITIVE BEARER NOTES OR DEFINITIVE REGISTERED NOTES. THE RIGHTS ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN).

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE OR FOR DEFINITIVE NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE [DEPOSITARY/COMMON SAFE-KEEPER]³ TO A NOMINEE OF THE [DEPOSITARY/COMMON SAFE-KEEPER] OR BY A NOMINEE OF THE [DEPOSITARY/COMMON SAFE-KEEPER] TO THE [DEPOSITARY/COMMON SAFE-KEEPER] OR ANOTHER NOMINEE OF THE [DEPOSITARY/COMMON SAFE-KEEPER] OR BY THE [DEPOSITARY/COMMON SAFE-KEEPER] OR ANY SUCH NOMINEE TO A SUCCESSOR [DEPOSITARY/COMMON SAFE-KEEPER] OR A NOMINEE OF SUCH SUCCESSOR [DEPOSITARY/COMMON SAFE-KEEPER].

¹	Insert Principal Amount.

²	Insert Optional Payment Amount if the Note has a dual-currency feature.

³	Common safe-keeper is only applicable where this Note indicates hereon that it is intended to be a New Global Note.

GENERAL ELECTRIC CAPITAL CORPORATION

EURO MEDIUM-TERM NOTE

(Fixed Rate)

SERIES:


ISIN:	DETERMINATION DATES:⁶	OPTIONAL PAYMENT CURRENCY:	IF THIS NOTE IS EXCHANGEABLE DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S) OF DEFINITIVE NOTES:
COMMON CODE:	INTEREST COMMENCEMENT DATE:⁷	OPTION ELECTION DATES:

ORIGINAL ISSUE DATE:	ISSUER OPTIONAL REDEMPTION DATE:	DESIGNATED EXCHANGE RATE:	DENOMINATIONS OF DEFINITIVE NOTES (if not as set forth herein):

MATURITY DATE:	NOTEHOLDER OPTIONAL REDEMPTION DATE:	CURRENCY BASE RATE:	DENOMINATIONS:

PRINCIPAL AMOUNT IN SPECIFIED CURRENCY:	OPTIONAL REPAYMENT:	DETERMINATION AGENT:	REDENOMINATION:

INTEREST RATE:	OPTIONAL REPAYMENT DATE(S):	INITIAL MATURITY DATE: ELECTION DATE	DAY COUNT FRACTION: [ ] 30/360⁸ [ ] Actual/Actual (ICMA)⁹ [ ] (Other)

INTEREST PAYMENT PERIOD:	SPECIFIED (FACE AMOUNT) CURRENCY:	FINAL MATURITY DATE:	LISTING:

FIXED INTEREST PAYMENT DATE(S):	OPTION VALUE CALCULATION AGENT:	AVAILABILITY OF REGISTERED NOTES:	TAX REDEMPTION DATE:

NEW GLOBAL NOTE: [ ] Yes⁴ [ ] No INTENDED TO BE HELD IN A MANNER WHICH WOULD ALLOW EUROSYSTEM ELIGIBILITY: [ ] Yes⁵ [ ] Not applicable			RANKING: [ ] Senior [ ] Subordinated

⁴	Only applicable to euro denominated Notes intended to be held in a manner which would allow Eurosystem eligibility.

⁵	Only applicable if Note issued in New Global Note form.

⁶	Only applicable if fixed Day Count Fraction is Act/Act (ICMA)

⁷	Only applicable if fixed Day Count Fraction is Act/Act (ICMA)

⁸	Fixed Rate U.S. Dollar denominated Notes

⁹	Fixed Rate Notes in all currencies other than U.S. Dollars

this Note is intended to be a New Global Note, entered in the records of the relevant Clearing Systems, on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) or, (a) if indicated hereon that this Note is not intended to be a New Global Note, in accordance with the Amortization Schedule set out in Schedule A-2 hereto or (b) if indicated hereon that this Note is intended to be a New Global Note, in accordance with the records of the relevant Clearing Systems and to pay interest thereon at the Interest Rate per annum specified above from the Original Issue Date specified above until the principal hereof is paid or duly made available for payment (except as provided below), in arrears monthly, quarterly, semiannually or annually as specified above as the Interest Payment Period on each Fixed Interest Payment Date (as specified above), commencing with the first Fixed Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date (or any other redemption or repayment date specified above).

Interest on this Note will accrue from the most recent Fixed Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Original Issue Date, until the principal hereof has been paid or duly made available for payment, in each case, upon Certification. Upon the payment of interest on this Note, the Fiscal and Paying Agent (as defined below) shall (a) if indicated hereon that this Note is not intended to be a New Global Note, cause Schedule A-1 of this Note to be endorsed or (b) if indicated hereon that this Note is intended to be a New Global Note promptly provide details to the relevant Clearing Systems in order for the records of the relevant Clearing Systems to be updated and remain at all times accurate, in each case to reflect such payment of interest and the amount of interest so paid shall be noted. No payments on this Note will be made at any office or agency maintained by the Company in the United States for the payment of principal of, premium, if any, and interest, if any, on this Note, nor will any such payment be made by mail to an address in the United States or by transfer to an account maintained by the holder of this Note with a bank in the United States. Notwithstanding the foregoing, if this Note is payable in U.S. dollars and if payment in U.S. dollars of the full amount payable on this Note at the offices of all paying agencies outside the United States would be illegal or effectively precluded as a result of exchange controls or similar restrictions, payment on this Note will be made by a paying agency in the United States, if such paying agency, under applicable law and regulations, would be able to make such payment. Prior to the Exchange Date, payments of interest, if any, on this Note will be made only to the extent of, and upon, Certification. After the Exchange Date, the holder of this Note will not be entitled to receive any payment of principal or interest hereon.

This Note is issued in bearer form and represents a portion of a duly authorized issue of Euro Medium-Term Notes of the Series specified above, issued under an eighth amended and restated fiscal and paying agency agreement, dated as of May 12, 2006, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Company, GE Capital European Funding, GE Capital UK Funding and JPMorgan Chase Bank, N.A., as fiscal agent and as principal paying agent (in such capacities, the “Fiscal and Paying Agent”) and J.P. Morgan Bank Luxembourg S.A., as initial registrar and transfer agent (as amended and supplemented from time to time, the “Fiscal Agency Agreement”). The Notes are issuable in bearer form (the “Bearer Notes”), with interest coupons attached (except in the case of Bearer Notes in global form), and (if so provided above) are also issuable in fully registered form, without coupons (the “Registered Notes” and, together with the Bearer Notes, the “Notes”). Definitive Bearer Notes, with interest coupons attached, are issuable in such denominations of the Specified Currency as are indicated on the face hereof and definitive Registered Notes (if any) are issuable in such denominations of the Specified Currency as are indicated on the face hereof .

Except as otherwise provided herein, this Note is governed by the terms and conditions of the Permanent Global Fixed Rate Bearer Note (the “Permanent Global Fixed Rate Bearer Note”) (or if so specified above, the definitive Fixed Rate Bearer Notes or definitive Fixed Rate Registered Notes) to be issued in exchange for this Note, which terms and conditions are hereby incorporated by reference herein mutatis mutandis and shall be binding on the Company and the holder hereof as if fully set forth herein.

This Note is exchangeable in whole or from time to time in part for (i) either, if indicated hereon that this Note is intended to be a New Global Note, interests recorded in the records of the relevant Clearing Systems in a single Permanent Global Fixed Rate Bearer Note (equal to the principal amount of the Bearer Notes being exchanged theretofore represented by this Note) or, if indicated hereon that this Note is not intended to be a New Global Note, an interest (equal to the principal amount of the Bearer Notes being exchanged theretofore represented by this Note) in a single Permanent Global Fixed Rate Bearer Note or (ii) if so specified above, an equal principal amount of definitive Fixed Rate Bearer Notes and/or definitive Fixed Rate Registered Notes upon request of the Euroclear Operator or Clearstream, Luxembourg, acting on behalf of the owner of a beneficial interest in the Note, to the Fiscal and Paying Agent only on or after the Exchange Date upon Certification to the effect that the Notes to be issued upon such exchange are not being acquired by or on behalf of a United States person or, if a United States person has a beneficial interest in the Notes, that such person is (i) a Qualifying Foreign Branch purchasing for its own account or for resale, (ii) a United States person who acquires the Notes through a Qualifying Foreign Branch and who holds the obligation through such financial institution on the date of Certification, or (iii) a financial institution who acquires the Notes for purposes of resale during the Restricted Period other than for purposes of resale directly or indirectly to a United States person or to a person within the United States. Upon exchange of any portion of this Note for a Permanent Global Fixed Rate Bearer Note (or definitive Fixed Rate Bearer Notes and/or definitive Fixed Rate Registered Notes), the Fiscal and Paying Agent shall (a) if indicated hereon that this Note is not intended to be a New Global Note, cause Schedule A-1 of this Note to be endorsed or (b) if indicated hereon that this Note is intended to be a New Global Note, promptly provide details to the relevant Clearing Systems in order for the records of the relevant Clearing Systems to be updated, in each case to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount being so exchanged. Except as otherwise provided herein, until exchanged for a Permanent Global Fixed Rate Bearer Note (or definitive Fixed Rate Bearer Notes and/or definitive Fixed Rate Registered Notes), this Note shall in all respects be entitled to the same benefits under the Fiscal Agency Agreement as a duly authenticated and delivered definitive Note.

If this Note is subject to a tax redemption or if all or any portion of the principal hereof is accelerated, each as described in the Fiscal Agency Agreement, payment of the amount due upon any such redemption or acceleration shall be subject to receipt of Certification.

As used herein:

(a) In the case of Notes denominated in U.S. Dollars “30/360” means the number of days in the period from and including the most recent Fixed Interest Payment Date (or, if none, the Interest Commencement Date) to but excluding the relevant payment date (such number of days being calculated on the basis of 12 30-day months) divided by 360;

(b) In the case of Notes denominated in a currency other than U.S. Dollars “Actual/Actual (ICMA)” means:

(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Fixed Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Calculation Period”) is equal to or shorter than the Determination Period (as defined below) during which the Calculation Period ends, the number of days in such Calculation Period divided by the product of (1) the number of days in such Determination Period and

(2) the number of determination dates (each, a “Determination Date”) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or

(ii) in the case of Notes where the Calculation Period is longer than the Determination Period during which the Calculation Period ends, the sum of:

(A) the number of days in such Calculation Period falling in the Determination Period in which the Calculation Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms or Securities Note (as the case may be)) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; and

(B) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year;

(c) the term “Certification” means a certificate substantially in the form of Exhibit B-2 hereto delivered by the Euroclear Operator or Clearstream, Luxembourg, as the case may be, which certificate is based on a certificate substantially in the form of Exhibit B-1 hereto provided to it by its account holders;

(d) “Determination Period” means the period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Fixed Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date);

(e) the term “Qualifying Foreign Branch” means a branch of a United States financial institution, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(iv), located outside the United States that is purchasing for its own account or for resale and that has agreed, as a condition of purchase, to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended and the regulations thereunder;

(f) the term “Restricted Period” with respect to each issuance means the period which begins on the earlier of the date on which the Company receives the proceeds of the sale of this Note with respect to its issuance or the first date on which this Note is offered to persons other than the Dealers, and which ends 40 days after the date on which the Company receives the proceeds of the sale of this Note; provided that if this Note is held as part of an unsold allotment or subscription, any offer or sale of this Note shall be deemed to be during the Restricted Period;

(h) the term “United States person” means (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if a court in the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person; and

(i) all other terms used in this Note which are defined in the Fiscal Agency Agreement and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


DATED:		GENERAL ELECTRIC CAPITAL CORPORATION

[SEAL]		By:
		Name:
		Title:	Authorized Signatory

Attest:

By:
Name:
Title:	Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Fiscal Agency Agreement.

JPMORGAN CHASE BANK, N.A. as Fiscal and Paying Agent

By:
	Authorized Officer

[Effectuated without recourse, warranty or liability by

As common safe-keeper]¹⁰

¹⁰	Applicable only for a series of Notes issued and indicated hereon that it is issued as a New Global Note.

SCHEDULE A-1

SCHEDULE OF EXCHANGES ¹¹

The Initial Principal Amount of this Note is . The following payments of interest and exchanges of a part of this Note for an interest in a single Permanent Global Fixed Rate Bearer Note (or if so specified above, for definitive Notes) have been made:


Date of Exchange or Interest Payment	Payment of Interest	Principal (Face)¹² Amount Exchanged for Permanent Global Bearer Notes or Definitive Notes	Remaining Principal (Face)¹²Amount Outstanding Following Such Exchange	Notation made by or on behalf of Fiscal and Paying Agent

¹¹	Schedule A-1 should only be completed where this Note indicates hereon that it is not intended to be a New Global Note.

¹²	To be used instead of "Principal" if the Note has a dual-currency or index feature.

SCHEDULE A-2

AMORTIZATION SCHEDULE¹³

[INSERT IF APPLICABLE] / [NOT APPLICABLE]

¹³	Schedule A-2 should only be completed where this Note indicates hereon that it is not intended to be a New Global Note.

[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

HOLDER OF THE EUROCLEAR OPERATOR AND CLEARSTREAM, LUXEMBOURG]

EXHIBIT B-1

CERTIFICATE

General Electric Capital Corporation

Euro Medium-Term Notes

Represented by Temporary Global Note No. .

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income taxation regardless of its source, or a trust in which a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person, (“United States person(s)”), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Notes is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) such financial institution has not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

As used herein, “United States” means the United States of America (including the States and the District of Columbia) and its “possessions” including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

This certification excepts and does not relate to [Currency] [Amount] of such interest in the above Notes in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Notes (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

EXHIBIT B-1

Page 2

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Dated: , 20

[To be dated no earlier than the 10th day before

[insert date of Fixed Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]


[Name of Account Holder]

By:
		(Authorized Signatory)
Name:
Title:

[FORM OF CERTIFICATE TO BE GIVEN BY

THE EUROCLEAR OPERATOR AND CLEARSTREAM, LUXEMBOURG]

EXHIBIT B-2

CERTIFICATE

General Electric Capital Corporation

Euro Medium-Term Notes

Represented by Temporary Global Note No. .

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially to the effect set forth in Exhibit B-1 to the Fiscal and Paying Agency Agreement, as of the date hereof, [Currency] [Amount] principal amount of the above-captioned Notes (i) is owned by persons that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income taxation regardless of its source, or a trust in which a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person (“United States person(s)”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global Note excepted as set forth herein and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof.

EXHIBIT B-2

Page 2

Dated: , 20

[To be dated no earlier than

[insert date of Fixed Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]


[EUROCLEAR BANK, S.A./N.V,
as Operator of the Euroclear System]

[CLEARSTREAM BANKING, SOCIÉTÉ ANONYME]

[OTHER CLEARANCE SYSTEM]

By:

EX-4.L 6 gecsex4l.htm GECS EXHIBIT 4L Exhibit 4L

Exhibit 4(l)

FORM OF EMTN TEMPORARY GLOBAL FLOATING RATE BEARER NOTE

Temporary Global Floating Rate Bearer Note

GENERAL ELECTRIC CAPITAL CORPORATION

BEARER

No. TGFL

BEARER

[ ]¹

[ ]²

¹	Insert Principal Amount.

²	Insert Optional Payment Amount if the Note has a dual-currency feature.

³	Common safe-keeper is only applicable where this Note indicates hereon that it is intended to be a New Global Note.

GENERAL ELECTRIC CAPITAL CORPORATION

EURO MEDIUM-TERM NOTE

(Floating Rate)

SERIES:

ISIN:

COMMON CODE:

ORIGINAL ISSUE DATE:

MATURITY DATE:

PRINCIPAL AMOUNT IN SPECIFIED CURRENCY:

INTEREST CALCULATION:

[ ] Regular Floating Rate Note

[ ] Inverse Floating Rate Note

[ ] Other Floating Rate

INTEREST RATE BASIS:

[ ] CD Rate

[ ] Commercial Paper Rate

[ ] Eleventh District Cost of Funds Rate

[ ] Federal Funds Rate

[ ] LIBOR

[ ] EURIBOR

[ ] Treasury Rate

[ ] Prime Rate

[ ] Other

SPREAD (PLUS OR MINUS):

SPREAD MULTIPLIER:

INDEX MATURITY:

NEW GLOBAL NOTE:

[ ] Yes⁴

[ ] No

INTENDED TO BE HELD IN A MANNER WHICH WOULD ALLOW EUROSYSTEM ELIGIBILITY:

[ ] Yes⁵

[ ] Not Applicable

IF INTEREST RATE BASIS IS LIBOR, INDEX CURRENCY:

DESIGNATED LIBOR PAGE:

[ ] Reuters Page:

[ ] Telerate Page:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST PAYMENT PERIOD:

INTEREST PAYMENT DATE(S):

INITIAL INTEREST RATE:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST DETERMINATION DATE:

REGULAR RECORD DATES (if any):

DAY COUNT FRACTION

[ ] Actual/365⁶

[ ] Actual/Actual

[ ] Actual/Actual (ISDA)

[ ] Actual/365 (Fixed)

[ ] Actual/365 (Sterling)

[ ] Actual/360⁷

[ ] 30/360

[ ] 360/360

[ ] Bond Basis

[ ] 30E/360

[ ] Eurobond Basis

[ ] (Other)

CALCULATION AGENT:

ISSUER OPTIONAL REDEMPTION DATE:

NOTEHOLDER OPTIONAL REDEMPTION DATE:

OPTIONAL REPAYMENT:

FACE AMOUNT CURRENCY:

OPTION VALUE CALCULATION AGENT:

OPTIONAL PAYMENT CURRENCY:

OPTION ELECTION DATES:

DESIGNATED EXCHANGE RATE:

CURRENCY BASE RATE:

DETERMINATION AGENT:

INITIAL MATURITY DATE:

ELECTION DATE

FINAL MATURITY DATE:

AVAILABILITY OF REGISTERED NOTES:

IF THIS NOTE IS EXCHANGEABLE DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S) OF DEFINITIVE NOTES:

DENOMINATIONS OF DEFINITIVE NOTES (if not as set forth herein):

DENOMINATIONS:

REDENOMINATION:

LISTING:

TAX REDEMPTION DATE:

ADDENDUM ATTACHED:

OTHER PROVISIONS:

RANKING:

[ ] Senior

[ ] Subordinated

⁴	Only applicable to euro denominated Notes intended to be held in a manner which would allow Eurosystem eligibility

General Electric Capital Corporation (together with its successors and assigns, the “Company”), for value received, hereby promises to pay to each of Euroclear Bank, S.A./N.V., as operator of the Euroclear System (the “Euroclear Operator”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”, and, together with the Euroclear Operator “the relevant Clearing Systems”), or any other recognized or agreed clearing system (if indicated hereon that this Note is not intended to be a New Global Note), with respect to that portion of this Note held for its account, the principal sum (or Face Amount, if the Note has a dual-currency or index feature), (a) if indicated hereon that this Note is not intended to be a New Global Note, specified in Schedule A-1 hereto or, (b) if indicated hereon that this Note is intended to be a New Global Note, entered in the records of the relevant Clearing Systems, on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) or, (a) if indicated hereon that this Note is not intended to be a New Global Note, in accordance with the Amortization Schedule set out in Schedule A-2 hereto or (b) if indicated hereon that this Note is intended to be a New Global Note, in accordance with the records of the relevant Clearing Systems and to pay interest thereon at the Interest Rate per annum specified above from the Original Issue Date specified above until the principal hereof is paid or duly made available for payment (except as provided below), in arrears monthly, quarterly, semiannually or annually as specified above as the Interest Payment Period on each Interest Payment Date (as specified above), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date (or any other redemption or repayment date specified above).

Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Original Issue Date, until the principal hereof has been paid or duly made available for payment, in each case, upon Certification. Upon the payment of interest on this Note, the Fiscal and Paying Agent (as defined below) shall (a) if indicated hereon that this Note is not intended to be a New Global Note, cause Schedule A-1 of this Note to be endorsed or (b) if indicated hereon that this Note is intended to be a New Global Note promptly provide details to the relevant Clearing Systems in order for the records of the relevant Clearing Systems to be updated and remain at all times accurate, in each case to reflect such payment of interest and the amount of interest so paid shall be noted. No payments on this Note will be made at any office or agency maintained by the Company in the United States for the payment of principal of, premium, if any, and interest, if any, on this Note, nor will any such payment be made by mail to an address in the United States or by transfer to an account maintained by the holder of this Note with a bank in the United States. Notwithstanding the foregoing, if this Note is payable in U.S. dollars and if payment in U.S. dollars of the full amount payable on this Note at the offices of all paying agencies outside the United States would be illegal or effectively precluded as a result of exchange controls or similar restrictions, payment on this Note will be made by a paying agency in the United States, if such paying agency, under applicable law and regulations, would be able to make such payment. Prior to the Exchange Date, payments of interest, if any, on this Note will be made only to the extent of, and upon, Certification. After the Exchange Date, the holder of this Note will not be entitled to receive any payment of principal or interest hereon.

⁵	Only applicable if Note issued in New Global Note form

⁶	Floating Rate Notes denominated in any Specified Currency other than U.S. Dollars or Sterling

⁷	Floating Rate U.S. Dollar denominated Notes

Capital Canada Funding Company, GE Capital European Funding, GE Capital UK Funding and JPMorgan Chase Bank, N.A., as fiscal agent and as principal paying agent (in such capacities, the “Fiscal and Paying Agent”) and J.P. Morgan Bank Luxembourg S.A., as initial registrar and transfer agent (as amended and supplemented from time to time, the “Fiscal Agency Agreement”). The Notes are issuable in bearer form (the “Bearer Notes”), with interest coupons attached (except in the case of Bearer Notes in global form), and (if so provided above) are also issuable in fully registered form, without coupons (the “Registered Notes” and, together with the Bearer Notes, the “Notes”). Definitive Bearer Notes, with interest coupons attached, are issuable in such denominations of the Specified Currency as are indicated on the face hereof and definitive Registered Notes (if any) are issuable in such denominations of the Specified Currency as are indicated on the face hereof.

Except as otherwise provided herein, this Note is governed by the terms and conditions of the Permanent Global Floating Rate Bearer Note (the “Permanent Global Floating Rate Bearer Note”) (or if so specified above, the definitive Floating Rate Bearer Notes or definitive Floating Rate Registered Notes) to be issued in exchange for this Note, which terms and conditions are hereby incorporated by reference herein mutatis mutandis and shall be binding on the Company and the holder hereof as if fully set forth herein.

This Note is exchangeable in whole or from time to time in part for (i) either, if indicated hereon that this Note is intended to be a New Global Note, interests recorded in the records of the relevant Clearing Systems in a single Permanent Global Floating Rate Bearer Note (equal to the principal amount of the Bearer Notes being exchanged theretofore represented by this Note) or, if indicated hereon that this Note is not intended to be a New Global Note, an interest (equal to the principal amount of the Bearer Notes being exchanged theretofore represented by this Note) in a single Permanent Global Floating Rate Bearer Note or (ii) if so specified above, an equal principal amount of definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered Notes upon request of the Euroclear Operator or Clearstream, Luxembourg, acting on behalf of the owner of a beneficial interest in the Note, to the Fiscal and Paying Agent only on or after the Exchange Date upon Certification to the effect that the Notes to be issued upon such exchange are not being acquired by or on behalf of a United States person or, if a United States person has a beneficial interest in the Notes, that such person is (i) a Qualifying Foreign Branch purchasing for its own account or for resale, (ii) a United States person who acquires the Notes through a Qualifying Foreign Branch and who holds the obligation through such financial institution on the date of Certification, or (iii) a financial institution who acquires the Notes for purposes of resale during the Restricted Period other than for purposes of resale directly or indirectly to a United States person or to a person within the United States. Upon exchange of any portion of this Note for a Permanent Global Floating Rate Bearer Note (or definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered Notes), the Fiscal and Paying Agent shall (a) if indicated hereon that this Note is not intended to be a New Global Note, cause Schedule A-1 of this Note to be endorsed or (b) if indicated hereon that this Note is intended to be a New Global Note, promptly provide details to the relevant Clearing Systems in order for the records of the relevant Clearing Systems to be updated, in each case to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount being so exchanged. Except as otherwise provided herein, until exchanged for a Permanent Global Floating Rate Bearer Note (or definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered Notes), this Note shall in all respects be entitled to the same benefits under the Fiscal Agency Agreement as a duly authenticated and delivered definitive Note.

As used herein:

(b) “Actual/365 (Fixed)” means the actual number of days in the Interest Reset Period divided by 365;

(c) “Actual/365 (Sterling)” means the actual number of days in the Interest Reset Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(d) “Actual/360” means the actual number of days in the Interest Reset Period divided by 360;

(g) the term “Business Day” means, unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be), any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in each of (i) the principal financial center of the country in which the Company is incorporated; (ii) the principal financial center of the country of the currency in which the Notes are denominated; (iii) London, England and (iv) any Additional Business Centre specified in the applicable Final Terms or Securities Note (as the case may be); provided, however, that with respect to Notes denominated in euro, such day is a TARGET Settlement Date. For purposes of this definition, the principal financial center of the United States is New York and the principal financial center of Australia is Sydney;

(h) the term “Certification” means a certificate substantially in the form of Exhibit B-2 hereto delivered by the Euroclear Operator or Clearstream, Luxembourg, as the case may be, which certificate is based on a certificate substantially in the form of Exhibit B-1 hereto provided to it by its account holders;

(i) the term “Qualifying Foreign Branch” means a branch of a United States financial institution, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(iv), located outside the United States that is purchasing for its own account or for resale and that has agreed, as a condition of purchase, to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended and the regulations thereunder;

(j) the term “Restricted Period” with respect to each issuance means the period which begins on the earlier of the date on which the Company receives the proceeds of the sale of this Note with respect to its issuance or the first date on which this Note is offered to persons other than the Dealers, and which ends 40 days after the date on which the Company receives the proceeds of the sale of this Note; provided that if this Note is held as part of an unsold allotment or subscription, any offer or sale of this Note shall be deemed to be during the Restricted Period;

(k) the term “United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction;

(l) the term “United States person” means (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if a court in the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person; and

(m) all other terms used in this Note which are defined in the Fiscal Agency Agreement and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


DATED:		GENERAL ELECTRIC CAPITAL CORPORATION

[SEAL]		By:
		Name:
		Title:	Authorized Signatory
Attest:

By:
Title:	Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Fiscal Agency Agreement.

JPMORGAN CHASE BANK, N.A.
	as Fiscal and Paying Agent

By:
	Authorized Officer

	[Effectuated without recourse,
warranty or liability by

	As common safe-keeper]⁸

⁸	Applicable only for a series of Notes issued and indicated hereon that it is issued as a New Global Note.

SCHEDULE A-1

SCHEDULE OF EXCHANGES⁹

The Initial Principal Amount of this Note is . The following payments of interest and exchanges of a part of this Note for an interest in a single Permanent Global Floating Rate Bearer Note (or if so specified above, for definitive Notes) have been made:


Date of Exchange or Interest Payment		Payment of Interest		Principal (Face)¹⁰ Amount Exchanged for Permanent Global Bearer Notes or Definitive Notes		Remaining Principal (Face)¹⁰Amount Outstanding Following Such Exchange		Notation made by or on behalf of Fiscal and Paying Agent

⁹	Schedule A-1 should only be completed where this Note indicates hereon that it is not intended to be a New Global Note.

¹⁰	To be used instead of "Principal" if the Note has a dual-currency or index feature.

SCHEDULE A-2

AMORTIZATION SCHEDULE¹¹

[INSERT IF APPLICABLE] / [NOT APPLICABLE]

¹¹	Schedule A-2 should only be completed where this Note indicates hereon that it is not intended to be a New Global Note.

[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

HOLDER OF THE EUROCLEAR OPERATOR AND CLEARSTREAM, LUXEMBOURG]

EXHIBIT B-1

CERTIFICATE

General Electric Capital Corporation

Euro Medium-Term Notes

Represented by Temporary Global Note No. .

EXHIBIT B-1

Page 2

Dated: , 20

[To be dated no earlier than the 10th day before

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]


[Name of Account Holder]

By:
		(Authorized Signatory)
Name:
Title:

[FORM OF CERTIFICATE TO BE GIVEN BY

THE EUROCLEAR OPERATOR AND CLEARSTREAM, LUXEMBOURG]

EXHIBIT B-2

CERTIFICATE

General Electric Capital Corporation

Euro Medium-Term Notes

Represented by Temporary Global Note No. .

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially to the effect set forth in Exhibit B-1 to the Fiscal and Paying Agency Agreement, as of the date hereof, [Currency] [Amount] principal amount of the above-captioned Notes (i) is owned by persons that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income taxation regardless of its source, or a trust in which a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person (“United States person(s)”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

EXHIBIT B-2

Page 2

Dated: , 20

[To be dated no earlier than

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]


[EUROCLEAR BANK, S.A./N.V.,
		as Operator of the Euroclear System]

[CLEARSTREAM BANKING, SOCIÉTÉ ANONYME]

[OTHER CLEARANCE SYSTEM]

By:

EX-4.M 7 gecsex4m.htm GECS EXHIBIT 4M Exhibit 4M

Exhibit 4(m)

FORM OF DEFINITIVE FIXED RATE BEARER NOTE

GENERAL ELECTRIC CAPITAL CORPORATION


BEARER		BEARER
No. DBFX		[ ]¹
		[ ]²

¹	Insert Principal Amount.

²	Insert Optional Payment Amount if the Note has dual-currency feature.

GENERAL ELECTRIC CAPITAL CORPORATION

EURO MEDIUM-TERM NOTE

(Fixed Rate)

SERIES:

ISIN:

COMMON

CODE:

ORIGINAL ISSUE DATE:

MATURITY DATE:

PRINCIPAL AMOUNT

IN SPECIFIED CURRENCY:

INTEREST RATE:

INTEREST PAYMENT

PERIOD:

FIXED INTEREST PAYMENT

DATE(S):

DETERMINATION DATES:³

INTEREST

COMMENCEMENT DATE:⁴

ISSUER OPTIONAL

REDEMPTION DATE:

NOTEHOLDER OPTIONAL

REDEMPTION DATE:

OPTIONAL REPAYMENT:

OPTIONAL REPAYMENT

DATE(S):

SPECIFIED (FACE

AMOUNT)

CURRENCY:

OPTION VALUE CALCULATION AGENT:

OPTIONAL PAYMENT CURRENCY:

OPTION ELECTION DATES:

DESIGNATED EXCHANGE

RATE:

CURRENCY BASE RATE:

DETERMINATION AGENT:

INITIAL MATURITY DATE:

ELECTION DATE

FINAL MATURITY DATE:

AVAILABILITY OF

REGISTERED NOTES:

DENOMINATIONS OF DEFINITIVE NOTES (if not as set forth herein):

REDENOMINATION:

DAY COUNT FRACTION:

[ ] 30/360⁵

[ ] Actual/Actual (ICMA)⁶

[ ] (Other)

LISTING:

TAX REDEMPTION DATE:

RANKING:

[ ] Senior

[ ] Subordinated

³	Only applicable if fixed Day Count Fraction is Act/Act (ICMA)

⁴	Only applicable if fixed Day Count Fraction is Act/Act (ICMA)

⁵	Fixed Rate U.S. Dollar denominated Notes

⁶	Fixed Rate Notes in all currencies other than U.S. Dollars

Interest on this Note will accrue from the most recent Fixed Interest Payment Date to which interest hereon or on the predecessor global Note has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Original Issue Date of the predecessor global Note, until the principal hereof has been paid or duly made available for payment (except as provided below). The interest so payable, and punctually paid or duly provided for, on any Fixed Interest Payment Date, will, subject to certain exceptions described herein, be paid to the holder of the appropriate Coupon upon presentment and surrender thereof at the office or agency of the Fiscal and Paying Agent or at the office of any Paying Agent.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Fiscal and Paying Agent by manual signature, this Note shall not be entitled to any benefit under the Fiscal Agency Agreement, as defined on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed under its corporate seal.


DATED:				GENERAL ELECTRIC CAPITAL CORPORATION

[SEAL]
				By:
				Title:

Attest:

By:
Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to

in the within-mentioned Fiscal Agency Agreement.

JPMORGAN CHASE BANK, N.A.

as Fiscal and Paying Agent


By:
		Authorized Officer

[Form of Reverse of Note]

This Note is one of a duly authorized issue of Euro Medium-Term Notes of the Series specified on the face hereof, having maturities of nine months or more from the date of issue (the “Notes”) of the Company. The Notes are issuable under an eighth amended and restated fiscal and paying agency agreement, dated as of May 12, 2006, among the Company, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Company, GE Capital European Funding, GE Capital UK Funding and JPMorgan Chase Bank, N.A., as fiscal agent and as principal paying agent (in such capacities, the “Fiscal and Paying Agent”) and J.P. Morgan Bank Luxembourg S.A., as initial registrar and transfer agent (as amended and supplemented from time to time, the “Fiscal Agency Agreement”), to which Fiscal Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Company and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. JPMorgan Chase Bank, N.A. at its office in London has been appointed the Exchange Rate Agent (the “Exchange Rate Agent”, which terms include any successor exchange rate agent) with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Fiscal Agency Agreement. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.

This Note will not be subject to any sinking fund and will not be redeemable or subject to repayment at the option of the holder prior to maturity, except as provided below.

Unless otherwise indicated on the face of this Note, this Note shall not be subject to repayment at the option of the holder prior to the Maturity Date. If so indicated on the face of this Note, this Note may be subject to repayment at the option of the holder on the Optional Repayment Date or Dates specified on the face hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable in whole or in part in increments of 1,000 units of the Specified Currency indicated on the face hereof (provided that any remaining principal amount hereof shall not be less than the minimum authorized denomination hereof) at the option of the holder hereof at a price equal to 100% of the principal amount to be repaid, together with interest hereon payable to, but not including, the relevant Noteholder Optional Redemption Date. For this Note to be repaid in whole or in part at the option of the holder hereof, the Company must receive at the corporate trust office of the Fiscal and Paying Agent in the City of London, at least 30 days but not more than 60 days prior to the repayment, (i) this Note with the form entitled “Option to Elect Repayment” on the reverse hereof duly completed or (ii) a telegram, facsimile transmission or a letter from a commercial bank or trust company in Western Europe which must set forth the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse hereof, will be received by the Fiscal and Paying Agent not later than the fifth Business Day after the date of such telegram, facsimile transmission or letter; provided, however, that such telegram, facsimile transmission or letter from a commercial bank or trust company in Western Europe shall only be effective if in such case, this Note and form duly completed are received by the Fiscal and Paying Agent by such fifth Business Day. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon cancellation hereof, but only in an authorized denomination.

In the case of Notes denominated in a currency other than U.S. Dollars “Actual/Actual (ICMA)” means interest will be computed and paid on the following basis :

(a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Fixed Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Calculation Period”) is equal to or shorter than the Determination Period (as defined below) during which the Calculation Period ends, the number of days in such Calculation Period divided by the product of (1) the number of days in such Determination Period and (2) the number of determination dates (each, a “Determination Date”) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or

(b) in the case of Notes where the Calculation Period is longer than the Determination Period during which the Calculation Period ends, the sum of:

“Determination Period” means the period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Fixed Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date).

[This Note is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Company/This Note is a subordinate Note and [insert applicable subordination provisions.]]⁷

This Note has been issued in bearer form (a “Bearer Note”), with Coupons, if any, and any Note or Notes issued upon transfer or exchange hereof is issuable as a Bearer Note, with Coupons, if any, attached, in such denominations of the Specified Currency as are indicated on the face hereof or (if so specified on the face hereof) as a Note in fully registered form, without coupons (a “Registered Note”), in such denominations of the Specified Currency as are indicated on the face hereof.

⁷	Insert as applicable as set out in the applicable Final Terms or Securities Note (as the case may be).

established for the payment of defaulted interest on a Registered Note (a “Special Record Date”) and before the opening of business at such office on the related proposed date for payment of defaulted interest, this Note shall be surrendered without the Coupon relating to such date for payment of interest. This Note may also be exchanged for other definitive Bearer Notes with Coupons, if any, in other authorized denominations, in an equal aggregate principal amount, in accordance with the provisions of the Fiscal Agency Agreement, at the offices of the Fiscal and Paying Agent or at the office of any transfer agent designated by the Company for such purpose. All such exchanges of Notes and Coupons will be made free of charge, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of surrender of any Note or Coupon delivered upon any exchange or transfer of Notes or Coupons shall be such that no gain or loss of interest results from such exchange or transfer.

If this Note is to be redeemed, the Company shall not be required to issue or exchange this Note for a period of 15 days preceding the date fixed for redemption.

The Fiscal Agency Agreement provides that if an Event of Default (as defined in the Fiscal Agency Agreement) with respect to the Series of which this Note forms a part, shall have occurred and be continuing, the holder hereof, by notice in writing to the Company and to the Fiscal and Paying Agent, may declare the principal of this Note and the interest accrued hereon to be due and payable immediately.

Notes of the Series of which this Note forms a part may be redeemed, at the option of the Company, as a whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described below, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or, in the case of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accrued to the date of redemption, if the Company determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Tax Redemption Date specified on the face hereof, the Company has or will become obligated to pay Additional Amounts (as defined below) with respect to the Notes as described below. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Fiscal and Paying Agent (i) a certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal and Paying Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due.

If the Company shall determine that any payment made outside the United States by the Company or any Paying Agent of principal or interest [, including original issue discount,]⁸ due in respect of any Bearer Notes of the

⁸	Include if Notes are original issue discount Notes.

Series of which this Note forms a part would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which requirement is the disclosure to the Company, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bearer Note or interest coupon who is a United States Alien (other than such a requirement (a) which would not be applicable to a payment made by the Company or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) which can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien, provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner is not otherwise subject to any such requirement), the Company shall redeem the Bearer Notes, in whole, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption (or, in the case of original issue discount Notes, at 100% of the portion of the face amount thereof that has accrued to the date of redemption) or, at the election of the Company if the conditions of the next succeeding paragraph are satisfied, pay the additional amounts specified in such paragraph. The Company shall make such determination and election as soon as practicable and publish prompt notice thereof (the “Determination Notice”) stating the effective date of such certification, identification or other information reporting requirements, whether the Company will redeem the Bearer Notes of such Series, or whether the Company has elected to pay the Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Bearer Notes must take place, as provided in the next succeeding sentence. If the Company redeems the Bearer Notes, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Company shall elect by notice to the Fiscal and Paying Agent at least 60 days prior to the date fixed for redemption. Notice of such redemption of the Bearer Notes will be given to the holders of the Bearer Notes not more than 60 nor less than 30 days prior to the date fixed for redemption. Such redemption notice shall include a statement as to the last date by which the Bearer Notes to be redeemed may be exchanged for Registered Notes. Notwithstanding the foregoing, the Company shall not so redeem the Bearer Notes if the Company shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such requirement, in which case the Company shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. The right of any of the holders of Bearer Notes called for redemption pursuant to this paragraph to exchange such Bearer Notes for Registered Notes will terminate at the close of business of the Fiscal and Paying Agent on the fifteenth day prior to the date fixed for redemption, and no further exchanges of such Series of Bearer Notes for Registered Notes shall be permitted.

If and so long as the certification, identification or other information reporting requirements referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Company may elect to pay as Additional Amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by the Company or any Paying Agent of principal or interest[, including original issue discount,]⁹ due in respect of any Bearer Note or any interest coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Company, any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge which (i) would not be applicable in the circumstances referred to in the second parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of the presentation of such Bearer Note or interest coupon for payment more than 15 calendar days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Bearer Note or interest coupon to be then due and payable. In the event the Company elects to pay any Additional Amounts pursuant to this paragraph, the Company shall have the right to redeem the Bearer Notes of such Series in whole at any time pursuant to the applicable provisions of the immediately preceding paragraph and the redemption price of such Bearer Notes shall not be reduced for applicable withholding taxes. If the Company elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Company shall redeem the Bearer Notes of such Series in whole, pursuant to the applicable provisions of the immediately preceding paragraph.

⁹	Include if Notes are original issue discount Notes.

The Company will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the “Additional Amounts”) to the holder of any Note or of any coupon, if any, who is a United States Alien as may be necessary in order that every net payment of the principal of, premium and interest, including original issue discount, on such Note and any other amounts payable on such Note, after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note or coupon, if any, to be then due and payable. However, the Company will not be required to make any payment of Additional Amounts to any such holder for or on account of:

(a) any such tax, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein or (ii) the presentation by the holder of any such Note or coupon, if any, for payment on a date more than 15 calendar days after the date on which such payment became due and payable or on the date on which payment thereof is duly provided for, whichever occurs later;

(b) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

(d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;

(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);

nor shall Additional Amounts be paid with respect to any payment on a Note to a United States Alien who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Note.

The Company will not be required to make any payment of Additional Amounts to any holder for or on the account of :

EX-4.N 8 gecsex4n.htm GECS EXHIBIT 4N Exhibit 4N

(b)

The Fiscal Agency Agreement provides that the Company will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its properties to any other corporation, unless (i) either the Company shall be the continuing corporation or the successor corporation (if other than the Company) (the “successor corporation”) shall be a corporation organized under the laws of the United States of America or of a state thereof and such successor corporation shall expressly assume the due and punctual payments of all amounts due under this Note and the due and punctual performance of all of the covenants and obligations of the Company under this Note by supplemental agreement satisfactory to the Fiscal and Paying Agent executed and delivered to such Fiscal and Paying Agent by the successor corporation and the Company and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or obligation. Upon any such merger or consolidation, sale, conveyance, transfer or other disposition, such successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Company under this Note, with the same effect as if such successor corporation had been named as the Company herein, and the Company shall be released from its liability under this Note and under the Fiscal Agency Agreement.

to the Paying Agent and, if applicable, Euroclear Bank, S.A./N.V.as operator of the Euroclear System, Clearstream Banking, société anonyme and/or any other relevant clearing system, elect that, with effect from the date specified in the Redenomination Notice (the “Redenomination Date”), such Notes shall be redenominated in euro. The election will have effect as follows: (a) the Notes shall be deemed to be redenominated into euro in the denomination of €0.01 with a nominal amount for each Note equal to the nominal amount of that Note in the Specified Currency, converted into euro at the Established Rate (defined below), provided that, if the Company determines after consultation with the Paying Agent that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Company shall promptly notify the holders of Notes, any stock exchange on which the Notes may be listed and the Paying Agent of such deemed amendments; (b) save to the extent that an Exchange Notice (defined below) has been given in accordance with paragraph (d) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01; (c) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Company in the denominations of €1,000, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Paying Agent may approve) €0.01 and such other denominations as the Company shall determine and notify to the Noteholders; (d) if issued prior to the Redenomination Date, all unmatured coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Company gives notice (the “Exchange Notice”) that replacement euro-denominated Notes and coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes so issued will also become void on that date although such Notes will continue to constitute valid exchange obligations of the Company. New euro-denominated Notes and coupons, if any, will be issued in exchange for Notes and coupons, if any, denominated in the Specified Currency in such manner as the Paying Agent may specify and as shall be notified to the holders of Notes in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (e) after the Redenomination Date, all payments in respect of the Notes and the coupons, if any, including payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account outside the United States (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque mailed to an address outside the United States; (f) if interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on a Fixed Interest Payment Date, it will be calculated by applying the Interest Rate to each Specified Denomination, multiplying such sum by the applicable Day Count Fraction specified in the applicable Final Terms or Securities Note (as the case may be), and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention; (g) such other changes shall be made as the Company may decide, after consultation with the Paying Agent and the calculation agent (if applicable), and as may be specified in the Redenomination Notice, to conform them to conventions then applicable to instruments denominated in euro. For the purposes hereof, “Established Rate” means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Union regulations) into euro established by the Council of the European Union pursuant to Article 109L(4) of the treaty establishing the European Communities, as amended by the Treaty on European Union, and “sub-unit” means, with respect to any Specified Currency other than euro, the lowest amount of such Specified Currency that is available as legal tender in the country of such Specified Currency and, with respect to euro, means one cent.

Payments of principal, premium, if any, and interest, if any, on any Note denominated in a Specified Currency other than U.S. dollars shall be made in U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable due to imposition of exchange controls or other circumstances beyond the Company’s control or (b) is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions in that country or within the international banking community. Such payments shall be made in U.S. dollars on such payment date and on all subsequent payment dates until such Specified Currency is again available or so used as determined by the Company.

Amounts so payable on any such date in such Specified Currency shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent on the basis of the most recently available Market Exchange Rate or as otherwise indicated in the applicable Final Terms or Securities Note (as the case may be). The Exchange Rate Agent at the date of the Fiscal Agency Agreement is JPMorgan Chase Bank, N.A. Any payment required to be made on Notes denominated in a Specified Currency other than U.S. dollars that is instead made in U.S. dollars under the circumstances described above will not constitute a default of any obligation of the relevant Issuer under such Notes. The “Market Exchange Rate” with respect to any currency other than U.S. dollars means, for any day, the noon dollar buying rate in The City of New York on such day for cable transfers of such currency as published by the Federal Reserve Bank of New York, or, if such rate is not published for such day, the equivalent rate as determined by the Exchange Rate Agent.

The provisions of the two preceding paragraphs shall not apply in the event of the introduction in the country issuing any Specified Currency of the euro pursuant to the entry of such country into European Economic and Monetary Union. In this situation, payments of principal, premium, if any, and interest, if any, on any Note denominated in any such Specified Currency shall be effected in euro at such time as is required by, and otherwise in conformity with, legally applicable measures adopted with reference to such country’s entry into the European Economic and Monetary Union. All references herein or in any Final Terms or Securities Note (as the case may be) to “euro” or “€” shall be to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the treaty establishing the European Communities, as amended.

All determinations made by the Company or its agent shall be at such person’s sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Company and all holders of Notes.

No recourse shall be had for the payment of the principal of, or premium, if any, or the interest on this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Fiscal Agency Agreement or any fiscal agency agreement supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This Note and the Coupons shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

As used herein:

(b) the term “Notices” refers to notices to holders of the Notes to be given by publication in one leading English language daily newspaper with general circulation in London or, if publication in London is not practical, elsewhere in Western Europe. Such publication is expected to be made in the Financial Times. If the Series of which this Note forms a part is listed on any stock exchange, competent authority and/or market, notices to the holders of the Notes will be published in a manner which complies with the rules and regulations of such stock exchange, competent authority and/or market. Such notices will be deemed to have been given on the date of such publication, or if published in such newspapers on different dates, on the date of the first such publication; and

(c) the term “Principal Financial Center” means (i) the capital of the country issuing the currency in which the Notes are denominated or (ii) the capital city of the country to which the Designated LIBOR Currency relates, as applicable, except, in the case of (i) or (ii) above, that with respect to the following currencies, the “Principal Financial Center” will be as indicated below:


Currency		Principal Financial Center

United States Dollars		The City of New York
Australian Dollars		Sydney and Melbourne
Canadian Dollars		Toronto
New Zealand Dollars		Auckland and Wellington
Norwegian Krone		Oslo
South African Rand		Johannesburg
Swedish Krona		Stockholm
Swiss Francs		Zurich

(d) the term “TARGET Settlement Day” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open;

(e) the term “United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction;

(f) the term “United States Alien” means a beneficial owner of a Note that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or any other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if a court in the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person; and

(g) all other terms used in this Note which are defined in the Fiscal Agency Agreement and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

OPTION TO ELECT REPAYMENT


Date:
		NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

SCHEDULE A

AMORTIZATION SCHEDULE

[INSERT IF APPLICABLE] / [NOT APPLICABLE]

EURO MEDIUM-TERM NOTE

NO.

FORM OF COUPON

GENERAL ELECTRIC CAPITAL CORPORATION

EURO MEDIUM-TERM NOTE


Principal Amount:		Coupon Number¹⁰
		[Interest Amount due in
		Specified Currency]
		Due

Unless the Note to which this Coupon appertains shall have been called for previous redemption and payment thereof duly provided for, on the date set forth hereon, GENERAL ELECTRIC CAPITAL CORPORATION (the “Company”) will pay to bearer, upon surrender hereof at such agencies in such places outside the United States as the Company may determine from time to time (the “Paying Agents”), interest on the principal amount of such Note as specified above (together with any additional amounts in respect thereof which the Company may be required to pay according to the terms of such Note), in such coin or currency as specified above as at the time of payment shall be legal tender for the payment of public and private debts. Payment on this Coupon shall be made, at the option of the bearer hereof and subject to any applicable laws and regulations, by a check mailed to an address outside the United States furnished by such bearer or by wire transfer to an account maintained by the payee with a bank located outside the United States.


GENERAL ELECTRIC CAPITAL CORPORATION

By:
Name:
Title:


[SEAL]

Attest: By
Name:
Title:

¹⁰	The Coupon number, the interest amount due in the Specified Currency and due date should appear in the right-hand section of the face of the Coupon.

[Form of Reverse of Coupon]

Principal Paying Agent:

JPMorgan Chase Bank, N.A.

London Branch

Trinity Tower

9 Thomas More Street

London E1W 1YT, United Kingdom

Paying Agents:

Exhibit 4(n)

FORM OF DEFINITIVE FLOATING RATE BEARER NOTE

GENERAL ELECTRIC CAPITAL CORPORATION


BEARER		BEARER
No. DBFL		[ ]¹
		[ ]²

¹	Insert Principal Amount.

²	Insert Optional Payment Amount if the Note has dual-currency feature.

GENERAL ELECTRIC CAPITAL CORPORATION

EURO MEDIUM-TERM NOTE

(Floating Rate)

SERIES:

ISIN: COMMON CODE:

ORIGINAL ISSUE DATE:

MATURITY DATE:

PRINCIPAL AMOUNT IN SPECIFIED CURRENCY:

INTEREST CALCULATION:

[ ] Regular Floating Rate Note

[ ] Inverse Floating Rate Note

[ ] Other Floating Rate

INTEREST RATE BASIS:

[ ] CD Rate

[ ] Commercial Paper Rate

[ ] Eleventh District Cost of Funds Rate

[ ] Federal Funds Rate

[ ] LIBOR

[ ] EURIBOR

[ ] Treasury Rate

[ ] Prime Rate

[ ] Other

SPREAD (PLUS OR MINUS):

SPREAD MULTIPLIER: INDEX

MATURITY:

IF INTEREST RATE BASIS IS LIBOR, INDEX CURRENCY:

DESIGNATED LIBOR PAGE: [ ] Reuters Page:

[ ] Telerate Page:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST PAYMENT

PERIOD:

INTEREST PAYMENT

DATE(S):

INITIAL INTEREST RATE:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST DETERMINATION

DATE:

REGULAR RECORD DATES

(if any):

DAY COUNT FRACTION

[ ] Actual/365³

[ ] Actual/Actual

[ ] Actual/Actual (ISDA)

[ ] Actual/365 (Fixed)

[ ] Actual/365 (Sterling)

[ ] Actual/360⁴

[ ] 30/360

[ ] 360/360

[ ] Bond Basis

[ ] 30E/360

[ ] Eurobond Basis

[ ] (Other)

CALCULATION AGENT:

ISSUER OPTIONAL

REDEMPTION DATE:

NOTEHOLDER OPTIONAL

REDEMPTION DATE:

OPTIONAL REPAYMENT: FACE AMOUNT CURRENCY:

OPTION VALUE CALCULATION AGENT:

OPTIONAL PAYMENT CURRENCY:

OPTION ELECTION DATES:

DESIGNATED EXCHANGE RATE:

CURRENCY BASE RATE:

DETERMINATION AGENT:

INITIAL MATURITY DATE:

ELECTION DATE FINAL MATURITY DATE:

AVAILABILITY OF REGISTERED NOTES:

DENOMINATIONS OF DEFINITIVE NOTES (if not as set forth herein):

REDENOMINATION: LISTING:

TAX REDEMPTION DATE:

ADDENDUM ATTACHED:

OTHER PROVISIONS:

RANKING:

[ ] Senior

[ ] Subordinated

³	Floating Rate Notes denominated in any Specified Currency other than U.S. Dollars or Sterling

⁴	Floating Rate U.S. Dollar denominated Notes

Note, until the principal hereof is paid or duly made available for payment (except as provided below), in arrears monthly, quarterly, semiannually or annually as specified above as the Interest Payment Period on each Interest Payment Date (as specified above), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date (or any other redemption or repayment date specified above).

Interest on this Note will accrue from the most recent Interest Payment Date to which interest hereon or on the predecessor global Note has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Original Issue Date of the predecessor global Note, until the principal hereof has been paid or duly made available for payment (except as provided below). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will, subject to certain exceptions described herein, be paid to the holder of the appropriate Coupon upon presentment and surrender thereof at the office or agency of the Fiscal and Paying Agent or at the office of any Paying Agent.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed under its corporate seal.


DATED:		GENERAL ELECTRIC CAPITAL CORPORATION

[SEAL]
		By:
			Title:

Attest:

By:
	Title:

CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Fiscal Agency Agreement.

JPMORGAN CHASE BANK, N.A. as Fiscal and Paying Agent

By:
	Authorized Officer

[Form of Reverse of Note]

This Note is one of a duly authorized issue of [Euro Medium-Term Notes]¹ [Debt Securities]² of the Series specified on the face hereof, having maturities of nine months or more from the date of issue (the “Notes”) of the Company. The Notes are issuable under an eighth amended and restated fiscal and paying agency agreement, dated as of May 12, 2006, among the Company, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Company, GE Capital European Funding, GE Capital UK Funding and JPMorgan Chase Bank, N.A., as fiscal agent and as principal paying agent (in such capacities, the “Fiscal and Paying Agent”) and J.P. Morgan Bank Luxembourg S.A., as initial registrar and transfer agent (as amended and supplemented from time to time, the “Fiscal Agency Agreement”), to which Fiscal Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Company and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. JPMorgan Chase Bank, N.A. at its office in London has been appointed the Exchange Rate Agent (the “Exchange Rate Agent”, which terms include any successor exchange rate agent) with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Fiscal Agency Agreement. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.

This Note will not be subject to any sinking fund and will not be redeemable or subject to repayment at the option of the holder prior to maturity, except as provided below.

Unless otherwise indicated on the face of this Note, this Note shall not be subject to repayment at the option of the holder prior to the Maturity Date. If so indicated on the face of this Note, this Note may be subject to repayment at the option of the holder on the Optional Repayment Date or Dates specified on the face hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable in whole or in part in increments of 1,000 units of the Specified Currency indicated on the face hereof (provided that any remaining principal amount hereof shall not be less than the minimum authorized denomination hereof) at the option of the holder hereof at a price equal to 100% of the principal amount to be repaid, together with interest hereon payable to, but not including, the relevant Noteholder Optional Redemption Date. For this Note to be repaid in whole or in part at the option of the holder hereof, the Company must receive at the corporate trust office of the Fiscal and Paying Agent in the City of London, at least 30 days but not more than 60 days prior to the repayment, (i) this Note with the form entitled “Option to Elect Repayment” on the reverse hereof duly completed or (ii) a telegram, facsimile transmission or a letter from a commercial bank or trust company in Western Europe which must set forth the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse hereof, will be received by the Fiscal and Paying Agent not later than the fifth Business Day after the date of such telegram, facsimile transmission or letter; provided, however, that such telegram, facsimile transmission or letter from a commercial bank or trust company in Western Europe shall only be effective if in such case, this Note and form duly completed are received by the Fiscal and Paying Agent by such fifth Business Day. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon cancellation hereof, but only in an authorized denomination.

This Note will bear interest at the rate determined as follows:

1. If this Note is designated as a Regular Floating Rate Note on the face hereof, then, except as described below, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis shown on the face hereof (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof. Commencing on the first Interest Reset Date following the Original Issue Date of the predecessor global Note (the “Initial Interest Reset Date”), the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date of the predecessor global Note to the Initial Interest Reset Date will be the Initial Interest Rate, and (ii) unless otherwise specified on the face hereof, the interest rate in effect hereon for the ten calendar days immediately prior to a Maturity Date shall be that in effect on the tenth calendar day preceding such Maturity Date.

2. If this Note is designated as an Inverse Floating Rate Note on the face hereof, then, except as described below, this Note will bear interest equal to the Fixed Interest Rate indicated on the face hereof minus the rate determined by reference to the applicable Interest Rate Basis shown on the face hereof (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof; provided, however, that the interest rate hereon will not be less than zero. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date of the predecessor global Note to the Initial Interest Reset Date will be the Initial Interest Rate, and (ii) unless otherwise specified on the face hereof, the interest rate in effect hereon for the ten calendar days immediately prior to a Maturity Date shall be that in effect on the tenth calendar day preceding such Maturity Date.

3. Notwithstanding the foregoing, if this Note is designated above as having an Addendum attached, the Note shall bear interest in accordance with the terms described in such Addendum.

Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the CD Rate, Commercial Paper Rate, Federal Funds Rate and Prime Rate will be the second Business Day next preceding such Interest Reset Date. The Interest Determination Date with respect to the Eleventh District Cost of Funds Rate will be the last working day of the month immediately preceding each Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the “FHLB of San Francisco”) publishes the FHLB Index (as defined below). Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to LIBOR shall be the second London Banking Day (as defined below) preceding such Interest Reset Date, unless the Designated LIBOR Currency (as defined herein) is (i) pounds sterling, in which case the “Interest Determination Date” will be the applicable Interest Reset Date, or (ii) euro, in which case the Interest Determination Date will be the second TARGET Settlement Day (as defined herein) preceding such Interest Reset Date. Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to EURIBOR shall be the second TARGET Settlement Day preceding each Interest Reset Date for the related Notes. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the Treasury Rate shall be the day of the week in which such Interest Reset Date falls on which day Treasury bills are normally auctioned (Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding such Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided, further, that if an auction shall fall on any Interest Reset Date, then the Interest Reset Date shall instead be the first Business Day following the date of such auction. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest determined with reference to two or more Interest Rate Bases shall be the latest Business Day which is at least two Business Days prior to each Interest Reset Date for such Floating Rate Notes. “London Banking Day” means any day on which commercial banks are open for business (including dealings in Designated LIBOR Currency) in London, England.

Determination of CD Rate. If the Interest Rate Basis specified on the face hereof is the CD Rate, the CD Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate on such date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected Interest Rates,” or any successor publication (“H.15(519)”), under the heading “CDs (Secondary Market)”, or, if not so published by 3:00 p.m., New York City time, on the Interest Determination Date, the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit of the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “CDs (Secondary Market)”. If such rate is not yet published in either H.15(519), H.15 Daily Update, or such other recognized electronic source by 3:00 P.M., New York City time, on such Interest Determination Date, then the CD Rate on such Interest Determination Date will be calculated by the Calculation Agent referred to on the face hereof and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such Interest Determination Date, for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the Index Maturity specified on the face hereof in a denomination of $5,000,000 as quoted by three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate with respect to such Interest Determination Date shall be the CD Rate as in effect on such Interest Determination Date. For the purposes hereof, “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the United States Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any successor service.

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, the Commercial Paper Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the Money Market Yield (as defined herein) of the rate on such date for commercial paper having the Index Maturity specified on the face hereof, as such rate shall be published in H.15(519) under the heading “Commercial Paper Nonfinancial,” or if not so published prior to 3:00 p.m., New York City time, on the Interest Determination Date, the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Commercial Paper Nonfinancial”. If such rate is not yet available in either H.15(519) , H.15 Daily Update, or such other recognized electronic source by 3:00 p.m., New York City time, then the Commercial Paper Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on such Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof, placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized rating agency, as quoted by three leading dealers in commercial paper in The City of New York selected by the Calculation Agent; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as set forth above, the Commercial Paper Rate with respect to such Interest Determination Date shall be the Commercial Paper Rate in effect on such Interest Determination Date.

“Money Market Yield” shall be a yield (expressed as a percentage) calculated in accordance with the following formula:


Money Market Yield =	D x 360	x 100
	360 - (D x M)

such Interest Determination Date shall be the monthly weighted average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District that was most recently announced (the “Index”) by the FHLB of San Francisco as such cost of funds for the calendar month preceding the date of such announcement. If the FHLB of San Francisco fails to announce such rate for the calendar month next preceding such Interest Determination Date, then the Eleventh District Cost of Funds Rate for such Interest Determination Date will be the Eleventh District Cost of Funds Rate in effect on such Interest Determination Date.

Determination of Federal Funds Rate. If the Interest Rate Basis specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate on such date for Federal Funds as published in H.15(519) under the heading “Federal Funds (Effective)” as such rate is displayed on Telerate Page 120, or, if the rate does not appear on Telerate Page 120 or is not published in H.15(519) prior to 11:00 a.m., New York City time, on such Interest Determination Date, the Federal Funds Rate will be the rate on such Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Federal Funds (Effective)”. If such rate does not appear on Telerate Page 120 or is not published in H.15(519), H.15 Daily Update or such other recognized electronic source by 3:00 p.m., New York City time, the Federal Funds Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal funds as of 11:00 a.m., New York City time, on such Interest Determination Date arranged by three leading brokers of Federal funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if fewer than three brokers are providing the aforesaid quotes, the Federal Funds Rate with respect to such Interest Determination Date shall be the Federal Funds Rate in effect on such Interest Determination Date.

Determination of LIBOR. If the Interest Rate Basis specified on the face hereof is LIBOR, LIBOR with respect to this Note shall be determined on each Interest Determination Date as follows:

on such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. (or such other time specified on the face hereof), New York City time, on such Interest Determination Date by three major banks (one of which may be an affiliate of the calculation agent) in the Principal Financial Center selected by the calculation agent. The rates will be for loans in the Designated LIBOR Currency to leading European banks having the Index Maturity designated in the applicable Final Terms or Securities Note (as the case may be) beginning on the second London Business Day after that date (or, if pounds sterling is the Designated LIBOR Currency, commencing on such date or, if euro is the Designated LIBOR Currency, beginning on the second TARGET Settlement Day immediately after such date) and in a Representative Amount; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR with respect to such Interest Determination Date will be LIBOR in effect on such Interest Determination Date.

Determination of EURIBOR. If the Interest Rate Basis specified on the face hereof is EURIBOR, EURIBOR with respect to this Note shall be determined on each Interest Determination Date and shall be the rate for deposits in euro having the Index Maturity designated on the face hereof that appears on the Designated EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest Determination Date. If such rate does not appear on the Designated EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest Determination Date, then the Calculation Agent will request the principal offices of four major banks (one of which may be an affiliate of the Calculation Agent) in the Euro-zone selected by the Calculation Agent to provide such bank’s offered quotation to prime banks in the Euro-zone interbank market for deposits in euro having the Index Maturity designated on the face hereof as of 11:00 a.m., Brussels time, on such Interest Determination Date and in a Representative Amount. If at least two quotations are provided, EURIBOR determined on such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, EURIBOR determined on such Interest Determination Date will be the arithmetic mean of the rates quoted by major banks (which may include an affiliate of the Calculation Agent) in the Euro-zone, selected by the Calculation Agent, at approximately 11:00 a.m., Brussels time, on the Interest Determination Date for loans in euro to leading European banks for a period of time corresponding to the Index Maturity designated on the face hereof and in a Representative Amount. If no rates are quoted by major banks, EURIBOR for such Interest Determination Date will be EURIBOR in effect for such Interest Determination Date. “Euro-zone” means the area encompassed by member states in the European Union that are participating in the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Communities, as amended by the Treaty on European Union.

Determination of Prime Rate. If the Interest Rate Basis specified on the face hereof is the Prime Rate, the Prime Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate on such date as published in H.15(519) under the heading “Bank Prime Loan”, or if not so published by 3:00 p.m., New York City time, on such Interest Determination Date, the Prime Rate will be the rate as published on such Interest Determination Date in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime Loan”. If such rate is not published in H.15(519), H.15 Daily Update or such other recognized electronic source, then the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank named on the Reuters Screen U.S. Prime 1 Page (as defined below) as such bank’s prime rate or base lending rate as in effect for such Interest Determination Date as quoted on the Reuters Screen U.S. Prime 1 Page on such interest Determination Date, or, if fewer than four, but more than one, such rates appear on the Reuters Screen U.S.

Prime 1 Page for such Interest Determination Date, the rate shall be the arithmetic mean of the prime rates quoted on the basis of actual number of days in the year divided by 360 as of the close of business on such Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent from which quotations are requested. For purposes of making the foregoing determination, each change in the prime rate or base lending rate of any bank so announced by such bank will be effective as of the effective date of the announcement or, if no effective date is specified, as of the date of the announcement. If fewer than two such quotations are provided, the Prime Rate will be calculated by the Calculation Agent and will be determined as the arithmetic mean on the basis of the prime rates or base lending rates quoted in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States or any state thereof, each having total equity capital of at least $500 million and being subject to supervision or examination by a federal or state authority, selected by the Calculation Agent to quote such rate or rates; provided, however, that if the banks or trust companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate in effect on such Interest Determination Date.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the Treasury Rate, the Treasury Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate applicable to the most recent auction of direct obligations of the United States (“Treasury Bills”) having the Index Maturity specified on the face hereof, as it appears under the caption “[HIGH RATE]” on page 56 or page 57 of Telerate (or any other pages that may replace such pages on such service) or if not so published by 3:00 p.m., New York City time, on such Interest Determination Date, the auction average rate on such Interest Determination Date (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury Bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 p.m., New York City time, on such Interest Determination Date, or if no such auction is held in the five Business Days preceding such Interest Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of such Treasury bills having the specified Index Maturity as published in H.15(519) under the caption “U.S. Government Securities Treasury Bills [Auction high].” If such rate is not so published in H.15(519) by 3:00 p.m., New York City time, on the related Interest Determination Date, the rate on such Interest Determination Date of such Treasury bills will be as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/[Auction high]” on such Interest Determination Date If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source on such Interest Determination Date, then the Treasury Rate will be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the Treasury Rate with respect to such Interest Determination Date will be the Treasury Rate in effect on such Interest Determination Date.

Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Interest Determination Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States Federal law of general application.

however, that if the Interest Reset Period with respect to this Note is daily or weekly, each interest payment will include interest accrued from and including the date of issue of the predecessor global Note or from but excluding the fifteenth calendar day preceding the next preceding Interest Payment Date (whether or not such fifteenth calendar day is a Business Day) to which interest has been paid, as the case may be, through and including the fifteenth calendar day preceding the applicable Interest Payment Date (whether or not such fifteenth calendar day is a Business Day), unless otherwise specified on the face hereof; and provided, further, that the interest payment with respect to this Note made on the Maturity Date will include interest accrued to but excluding such Maturity Date.

If a Day Count Fraction is specified above:

(1) if “Actual/365”, “Actual/Actual” or “Actual/Actual (ISDA)” is specified in the applicable Final Terms or Securities Note (as the case may be), the actual number of days in the Interest Reset Period divided by 365 (or, if any proportion of that Interest Reset Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Reset Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Reset Period falling in a non-leap year divided by 365);

(2) if “Actual/365 (Fixed)” is specified in the applicable Final Terms or Securities Note (as the case may be), the actual number of days in the Interest Reset Period divided by 365;

(3) if “Actual/365 (Sterling)” is specified in the applicable Final Terms or Securities Note (as the case may be), the actual number of days in the Interest Reset Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(4) if “Actual/360” is specified in the applicable Final Terms or Securities Note (as the case may be), the actual number of days in the Interest Reset Period divided by 360;

(5) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms or Securities Note (as the case may be), the number of days in the Interest Reset Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (a) the last day of the Interest Reset Period is the 31^st day of a month but the first day of the Interest Reset Period is a day other than the 30th or 31st day of the month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (b) the last day of the Interest Reset Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and

(6) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms or Securities Note (as the case may be), the number of days in the Interest Reset Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day month, without regard to the date of the first day or last day of the Interest Reset Period unless, in the case of an Interest Reset Period ending on the Maturity Date, the Maturity Date is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month).

If any Interest Payment Date other than the Maturity Date would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, except that in the case of a Floating Rate Note as to which LIBOR or EURIBOR is an applicable Interest Rate Basis and such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.

[This Note is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Company/This Note is a subordinate Note and [insert applicable subordination provisions.]]⁵

This Note has been issued in bearer form (a “Bearer Note”), with Coupons, if any, and any Note or Notes issued upon transfer or exchange hereof is issuable as a Bearer Note, with Coupons, if any, attached in such denominations of the Specified Currency as are indicated on the face hereof or (if so specified on the face hereof) as a Note in fully registered form, without coupons (a “Registered Note”), in such denominations of the Specified Currency indicated on the face hereof.

This Note may be transferred by delivery. If so specified on the face hereof, then, at the option of the holder of this Note, and subject to the terms of the Fiscal Agency Agreement, this Note (with all unmatured Coupons, and all matured Coupons in default) will be exchangeable at the option of the holder hereof into Registered Notes of any authorized denominations of like tenor and in an equal aggregate principal amount, in accordance with the provisions of the Fiscal Agency Agreement, at the corporate trust office of JPMorgan Chase Bank, N.A., which initially has been appointed registrar for the Registered Notes or at the office of any transfer agent appointed by the Company for such purpose. If this Note is surrendered in exchange for Registered Notes after the close of business at any such office on (i) any record date for the payment of interest (a “Regular Record Date”) on a Registered Note on an Interest Payment Date and before the opening of business at such office on the relevant Interest Payment Date, or (ii) any record date to be established for the payment of defaulted interest on a Registered Note (a “Special Record Date”) and before the opening of business at such office on the related proposed date for payment of defaulted interest, this Note shall be surrendered without the Coupon relating to such date for payment of interest. This Note may also be exchanged for other definitive Bearer Notes with Coupons, if any, in other authorized denominations, in an equal aggregate principal amount, in accordance with the provisions of the Fiscal Agency Agreement, at the offices of the Fiscal and Paying Agent or at the office of any transfer agent designated by the Company for such purpose. All such exchanges of Notes and Coupons will be made free of charge, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of surrender of any Note or Coupon delivered upon any exchange or transfer of Notes or Coupons shall be such that no gain or loss of interest results from such exchange or transfer.

If this Note is to be redeemed, the Company shall not be required to issue or exchange this Note for a period of 15 days preceding the date fixed for redemption.

⁵	insert as applicable as set out in the applicable Final Terms or Securities Note (as the case may be)

The Fiscal Agency Agreement provides that if an Event of Default (as defined in the Fiscal Agency Agreement) with respect to the Series of which this Note forms a part, shall have occurred and be continuing, the holder hereof, by notice in writing to the Company and to the Fiscal and Paying Agent, may declare the principal of this Note and the interest accrued hereon to be due and payable immediately.

Notes of the Series of which this Note forms a part may be redeemed, at the option of the Company, as a whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described below, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or, in the case of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accrued to the date of redemption, if the Company determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Tax Redemption Date specified on the face hereof, the Company has or will become obligated to pay Additional Amounts (as defined below) with respect to the Notes as described below. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Fiscal and Paying Agent (i) a certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal and Paying Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due.

If the Company shall determine that any payment made outside the United States by the Company or any Paying Agent of principal or interest[, including original issue discount,]⁶ due in respect of any Bearer Notes of the Series of which this Note forms a part would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which requirement is the disclosure to the Company, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bearer Note or interest coupon who is a United States Alien (other than such a requirement (a) which would not be applicable to a payment made by the Company or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) which can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien, provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner is not otherwise subject to any such requirement), the Company shall redeem the Bearer Notes, in whole, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption (or, in the case of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accrued to the date of redemption) or, at the election of the Company if the conditions of the next succeeding paragraph are satisfied, pay the additional amounts specified in such paragraph. The Company shall make such determination and election as soon as practicable and publish prompt notice thereof (the “Determination Notice”) stating the effective date of such certification, identification or other information reporting requirements, whether the Company will redeem the Bearer Notes of such Series, or whether the Company has elected to pay the Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Bearer Notes must take place, as provided in the next succeeding sentence. If the Company redeems the Bearer Notes, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Company shall elect by notice to the Fiscal and Paying Agent at least 60 days prior to the date fixed for redemption. Notice of such redemption of the Bearer Notes will be given to the holders of the Bearer Notes not more than 60 nor less than 30 days prior to the date fixed for redemption. Such redemption notice shall include a statement as to the last date by which the Bearer Notes to be redeemed may be exchanged for Registered Notes. Notwithstanding the foregoing, the Company shall not so redeem the Bearer Notes if the Company shall

⁶	Include if Notes are original issue discount Notes.

subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such requirement, in which case the Company shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. The right of any of the holders of Bearer Notes called for redemption pursuant to this paragraph to exchange such Bearer Notes for Registered Notes will terminate at the close of business of the Fiscal and Paying Agent on the fifteenth day prior to the date fixed for redemption, and no further exchanges of such Series of Bearer Notes for Registered Notes shall be permitted.

If and so long as the certification, identification or other information reporting requirements referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Company may elect to pay as Additional Amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by the Company or any Paying Agent of principal or interest, [including original issue discount,]⁷ due in respect of any Bearer Note or any interest coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Company, any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge which (i) would not be applicable in the circumstances referred to in the second parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of the presentation of such Bearer Note or interest coupon for payment more than 15 calendar days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Bearer Note or interest coupon to be then due and payable. In the event the Company elects to pay Additional Amounts pursuant to this paragraph, the Company shall have the right to redeem the Bearer Notes of such Series in whole at any time pursuant to the applicable provisions of the immediately preceding paragraph and the redemption price of such Bearer Notes shall not be reduced for applicable withholding taxes. If the Company elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Company shall redeem the Bearer Notes of such Series in whole, pursuant to the applicable provisions of the immediately preceding paragraph.

(a) any such tax, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein or (ii) the presentation by the holder of any such Note or coupon, if any, for payment on a date more than 15 calendar days after the date on which such payment became due and payable or on the date on which payment thereof is duly provided for, whichever occurs later;

(b) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

(c) any tax, assessment or other governmental charge imposed by reason of such holder’s past or present status as a personal holding company or foreign personal holding company or

⁷	Include if Notes are original issue discount Notes.

controlled foreign corporation or passive foreign investment company with respect to the United States or as a corporation which accumulates earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organization;

(d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;

(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);

The Company will not be required to make any payment of Additional Amounts to any holder for or on the account of:

EX-4.O 9 gecsex4o.htm GECS EXHIBIT 4O GECS Exhibit 4o

(b)

The Fiscal Agency Agreement provides that the Company will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its properties to any other corporation, unless (i) either the Company shall be the continuing corporation or the successor corporation (if other than the Company) (the “successor corporation”) shall be a corporation organized under the laws of the United States of America or of a state thereof and such successor corporation shall expressly assume the due and punctual payments of all amounts due under this Note and the due and punctual performance of all of the covenants and obligations of the Company under this Note by supplemental agreement satisfactory to the Fiscal and Paying Agent executed and delivered to such Fiscal and Paying Agent by the successor corporation and the Company and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or obligation. Upon any such merger

or consolidation, sale, conveyance, transfer or other disposition, such successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Company under this Note, with the same effect as if such successor corporation had been named as the Company herein, and the Company shall be released from its liability under this Note and under the Fiscal Agency Agreement.

If specified in the applicable Final Terms or Securities Note (as the case may be), the Company may, without the consent of holders of Notes denominated in a Specified Currency of a member state of the European Union, which on or after the issue date of such Notes participates in European Economic and Monetary Union, on giving at least 30 days’ prior notice (the “Redenomination Notice”) to the holders of such Notes and on prior notice to the Paying Agent and, if applicable, Euroclear Bank, S.A./N.V. as operator of the Euroclear System, Clearstream Banking, société anonyme and/or any other relevant clearing system, elect that, with effect from the date specified in the Redenomination Notice (the “Redenomination Date”), such Notes shall be redenominated in euro. The election will have effect as follows: (a) the Notes shall be deemed to be redenominated into euro in the denomination of €0.01 with a nominal amount for each Note equal to the nominal amount of that Note in the Specified Currency, converted into euro at the Established Rate (defined below), provided that, if the Company determines after consultation with the Paying Agent that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Company shall promptly notify the holders of Notes, any stock exchange on which the Notes may be listed and the Paying Agent of such deemed amendments; (b) save to the extent that an Exchange Notice (defined below) has been given in accordance with paragraph (d) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01; (c) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Company in the denominations of €1,000, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Paying Agent may approve) €0.01 and such other denominations as the Issuer shall determine and notify to the Noteholders; (d) if issued prior to the Redenomination Date, all unmatured coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Company gives notice (the “Exchange Notice”) that replacement euro-denominated Notes and coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes so issued will also become void on that date although such Notes will continue to constitute valid exchange obligations of the Company. New euro-denominated Notes and coupons, if any, will be issued in exchange for Notes and coupons, if any, denominated in the Specified Currency in such manner as the Paying Agent may specify and as shall be notified to the holders of Notes in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for

payment of principal or interest on the Notes; (e) after the Redenomination Date, all payments in respect of the Notes and the coupons, if any, including payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account outside the United States (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque mailed to an address outside the United States; (f) the applicable Final Terms or Securities Note (as the case may be) will specify any relevant changes to the provisions relating to interest; and (g) such other changes shall be made as the Company may decide, after consultation with the Paying Agent and the calculation agent (if applicable), and as may be specified in the Redenomination Notice, to conform them to conventions then applicable to instruments denominated in euro. For the purposes hereof, “Established Rate” means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Union regulations) into euro established by the Council of the European Union pursuant to Article 109L(4) of the treaty establishing the European Communities, as amended by the Treaty on European Union, and “sub-unit” means, with respect to any Specified Currency other than euro, the lowest amount of such Specified Currency that is available as legal tender in the country of such Specified Currency and, with respect to euro, means one cent.

Payments of principal, premium, if any, and interest, if any, on any Note denominated in a Specified Currency other than U.S. dollars shall be made in U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable due to imposition of exchange controls or other circumstances beyond the Company’s control or (b) is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions in that country or within the international banking community. Such payments shall be made in U.S. dollars on such payment date and on all subsequent payment dates until such Specified Currency is again available or so used as determined by the Company.

Amounts so payable on any such date in such Specified Currency shall be converted into U.S. dollars at a rate determined by the Exchange Rate Agent on the basis of the most recently available Market Exchange Rate or as otherwise indicated in the applicable Final Terms or Securities Note (as the case may be). The Exchange Rate Agent at the date of the Fiscal Agency Agreement is JPMorgan Chase Bank, N.A. Any payment required to be made on Notes denominated in a Specified Currency other than U.S. dollars that is instead made in U.S. dollars under the circumstances described above will not constitute a default of any obligation of the relevant Issuer under such Notes. The “Market Exchange Rate” with respect to any currency other than U.S. dollars means, for any day, the noon dollar buying rate in The City of New York on such day for cable transfers of such currency as published by the Federal Reserve Bank of New York, or, if such rate is not published for such day, the equivalent rate as determined by the Exchange Rate Agent.

The provisions of the two preceding paragraphs shall not apply in the event of the introduction in the country issuing any Specified Currency of the euro pursuant to the entry of such country into European Economic and Monetary Union. In this situation, payments of principal, premium, if any, and interest, if any, on any Note denominated in any such Specified Currency shall be effected in euro at such time as is required by, and otherwise in conformity with, legally applicable measures adopted with reference to such country’s entry into European Economic and Monetary Union. All references herein or in any Final Terms or Securities Note (as the case may be) to “euro” or “€” shall be to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the treaty establishing the European Communities, as amended.

No recourse shall be had for the payment of the principal of, or premium, if any, or the interest on this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Fiscal Agency Agreement or any fiscal agency agreement supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This Note and the Coupons shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

As used herein:

(b) the term “Designated EURIBOR Page” means Capital Markets Report Page 248 of Telerate, or any other page as may replace such page on such service;

(c) the term “Notices” refers to notices to holders of the Notes to be given by publication in one leading English language daily newspaper with general circulation in London or, if publication in London is not practical, such publication shall be made elsewhere in Western Europe. Such publication is expected to be made in the Financial Times. If the Series of which this Note forms part is listed on any stock exchange, competent authority and/or market, notices to the holders of the Notes will be published in a manner which complies with the rules and regulations of such stock exchange, competent authority and/or market. Such notices will be deemed to have been given on the date of such publication, or if published in such newspapers on different dates, on the date of the first such publication;


Currency		Principal Financial Center

United States Dollars		The City of New York
Australian Dollars		Sydney and Melbourne
Canadian Dollars		Toronto
New Zealand Dollars		Auckland and Wellington
Norwegian Krone		Oslo
South African Rand		Johannesburg
Swedish Krona		Stockholm
Swiss Francs		Zurich

(f) the term “TARGET Settlement Day” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open;

(h) the term “United States Alien” means a beneficial owner of a Note that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or any other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if a court in the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person;. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons, will also not be a United States Alien; and

(i) all other terms used in this Note which are defined in the Fiscal Agency Agreement and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

OPTION TO ELECT REPAYMENT

Date:

NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

SCHEDULE A

AMORTIZATION SCHEDULE

[INSERT IF APPLICABLE] / [NOT APPLICABLE]

EURO MEDIUM-TERM NOTE

NO.

FORM OF COUPON

GENERAL ELECTRIC CAPITAL CORPORATION

EURO MEDIUM-TERM NOTE


Principal Amount:		Coupon Number⁸
		[Specified Currency]
		Due

Unless the Note to which this Coupon appertains shall have been called for previous redemption and payment thereof duly provided for, on the date set forth hereon, GENERAL ELECTRIC CAPITAL CORPORATION (the “Company”) will pay to bearer, upon surrender hereof at such agencies in such places outside the United States as the Company may determine from time to time (the “Paying Agents”), interest on the principal amount of such Note, calculated in accordance with the terms of such Note (together with any additional amounts in respect thereof which the Company may be required to pay according to the terms of such Note), in such coin or currency as specified above as at the time of payment shall be legal tender for the payment of public and private debts. Payment on this Coupon shall be made, at the option of the bearer hereof and subject to any applicable laws and regulations, by a check mailed to an address outside the United States furnished by such bearer or by wire transfer to an account maintained by the payee with a bank located outside the United States.

GENERAL ELECTRIC CAPITAL CORPORATION

⁸	The Coupon number, the Specified Currency and due date should appear in the right-hand section of the face of the Coupon.

[Form of Reverse of Coupon]

Principal Paying Agent:

JPMorgan Chase Bank, N.A.

London Branch

Trinity Tower

9 Thomas More Street

London E1W 1WT, United Kingdom

Paying Agents:

Exhibit 4(o)

February 27, 2007

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Subject:

General Electric Capital Services, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2006 - File No. 0-14804

Dear Sirs:

Neither General Electric Capital Services, Inc. (the “Corporation”) nor any of its subsidiaries has outstanding any instrument with respect to its long-term debt that is not registered or filed with the Commission and under which the total amount of securities authorized exceeds 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. In accordance with paragraph (b) (4) (iii) of Item 601 of Regulation S-K (17 CFR §229.601), the Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each instrument which defines the rights of holders of such long-term debt not filed or incorporated by reference as an exhibit to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Very truly yours, GENERAL ELECTRIC CAPITAL SERVICES, INC.
By:	/s/ Kathryn A. Cassidy
	Kathryn A. Cassidy Senior Vice President Corporate Treasury and Global Funding Operation

EX-12.A 10 gecsex12a.htm GECS EXHIBIT 12A GECS Exhibit 12a

Exhibit 12(a)

Computation of Ratio of Earnings to Fixed Charges

and consolidated affiliates

	Year ended December 31
(Dollars in millions)	2006			2005			2004			2003			2002

Earnings from continuing operations	$	10,495		$	9,527		$	8,169		$	6,256		$	4,122
Provision (benefit) for income taxes		1,374			1,285			1,723			1,199			(59	)
Minority interest		235			202			190			127			145
Earnings from continuing operations before
income taxes and minority interest		12,104			11,014			10,082			7,582			4,208

Fixed Charges:
Interest		18,383			14,384			11,183			10,001			9,677
One-third of rentals^(a)		330			331			311			276			300
Total fixed charges		18,713			14,715			11,494			10,277			9,977
Less interest capitalized, net of amortization		(77	)		(72	)		(37	)		(23	)		(38	)

Earnings from continuing operations
before income taxes and minority
interest plus fixed charges	$	30,740		$	25,657		$	21,539		$	17,836		$	14,147

Ratio of earnings to fixed charges		1.64			1.74			1.87			1.74			1.42

Considered to be representative of interest factor in rental expense.

EX-12.B 11 gecsex12b.htm GECS EXHIBIT 12B GECS Exhibit 12b

Exhibit 12(b)

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

and consolidated affiliates

	Year ended December 31
(Dollars in millions)	2006			2005			2004			2003			2002

Earnings from continuing operations	$	10,495		$	9,527		$	8,169		$	6,256		$	4,122
Provision (benefit) for income taxes		1,374			1,285			1,723			1,199			(59	)
Minority interest		235			202			190			127			145
Earnings from continuing operations before
income taxes and minority interest		12,104			11,014			10,082			7,582			4,208

Fixed Charges:
Interest		18,383			14,384			11,183			10,001			9,677
One-third of rentals^(a)		330			331			311			276			300
Total fixed charges		18,713			14,715			11,494			10,277			9,977
Less interest capitalized, net of amortization		(77	)		(72	)		(37	)		(23	)		(38	)

Earnings from continuing operations
before income taxes and minority
interest plus fixed charges	$	30,740		$	25,657		$	21,539		$	17,836		$	14,147

Preferred stock dividend requirements	$	1		$	1		$	1		$	1		$	1

Ratio of earnings before provision for income
taxes to earnings from continuing operations		1.13			1.13			1.21			1.19			0.99

Preferred stock dividend factor
on pre-tax basis		1			1			1			1			1
Fixed charges		18,713			14,715			11,494			10,277			9,977

Total fixed charges and preferred stock
dividend requirements	$	18,714		$	14,716		$	11,495		$	10,278		$	9,978

Ratio of earnings to combined fixed charges
and preferred stock dividends		1.64			1.74			1.87			1.74			1.42