-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WquPaJgauv81fBnvcq+uhveTrG4FES4B7qkzvMWSvtao+rMRVk869Ds0dpYrODZh PcYdC+oNIz5MuGzjgepnag== 0001047469-03-034722.txt : 20031029 0001047469-03-034722.hdr.sgml : 20031029 20031029162116 ACCESSION NUMBER: 0001047469-03-034722 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031021 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00035 FILM NUMBER: 03963989 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 8-K 1 a2121095z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 21, 2003 GENERAL ELECTRIC COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 1-35 14-0689340 - ------------------------------- ---------------- ---------------------------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE (IRS EMPLOYER IDENTIFICATION INCORPORATION) NUMBER) NO.) 3135 EASTON TURNPIKE, FAIRFIELD, CONNECTICUT 06828-0001 -------------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (203) 373-2211 Item 5. Other Events. On October 21, 2003, General Electric Company (the "Company") entered into an Underwriting Agreement covering the issue and sale by the Company of $2,500,000,000 aggregate principal amount of its LIBOR Floating Rate Notes due 2005 (the "Notes"). The Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement (Registration Statement No. 333-104526) of the Company. Item 7. Financial Statements and Exhibits. (c) Exhibits. 1 Underwriting Agreement, dated October 21, 2003, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and GECC Capital Markets Group, Inc., as Representatives, and the Underwriters named therein. 4 Form of Note. 5 Opinion of Robert E. Healing, the Company's Corporate Counsel. (2) SIGNATURE Pursuant to the requirements 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 COMPANY By: /s/ Philip D. Ameen ----------------------------------- Philip D. Ameen Vice President and Comptroller Date: October 29, 2003 (3) EX-1 3 a2121095zex-1.txt EXHIBIT 1 Exhibit 1 GENERAL ELECTRIC COMPANY ("COMPANY") DEBT SECURITIES UNDERWRITING AGREEMENT October 21, 2003 General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Attention: Vice President and Treasurer Ladies and Gentlemen: On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of, and utilizing terms as defined in, the Underwriting Agreement Standard Provisions (Debt Securities and/or Warrants) dated as of October 21, 2003 ("Standard Provisions"), which is attached hereto, the following securities ("Designated Securities") on the following terms: DEBT SECURITIES Indenture: Senior Indenture dated as of January 1, 2003, with The Bank of New York, as trustee Title: LIBOR Floating Rate Notes due 2005 Rank: Senior unsecured Aggregate Principal Amount: $2,500,000,000 Interest Rate: Three-month LIBOR, reset on a quarterly basis as described in the prospectus supplement dated the date hereof relating to the Designated Securities, plus .05% per annum. Maturity: October 24, 2005 Interest Payment Dates: January 24, April 24, July 24 and October 24 of each year, beginning on January 24, 2004 and on the maturity date. Regular Record Dates: The fifteenth calendar day immediately preceding the related interest payment date. Conversion or Exchange Provisions: None Listing Requirements: None Fixed Price Offering: Initial public offering price: 100% of the principal amount, plus accrued interest, if any, from October 24, 2003. Purchase Price by Underwriters: 99.85% Currency of Denomination: United States dollars Currency of Payment: United States dollars Form and Denomination: One or more global notes deposited with The Depository Trust Company; denominations of $1,000 and integral multiples thereof. Overseas Paying Agents: Not applicable Redemption: None Sinking Fund: None Dealer Concession: .075% Reallowance Concession: .0375% Method of Payment: Fedwire - Same day funds By our signature below, we agree that the Standard Provisions are revised as follows: Section 1 is amended to include a new section 1(b) which shall read: "(b) REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITERS. Each underwriter, severally and not jointly, hereby represents, warrants and agrees that: (1) (i) It has not offered or sold and, prior to the expiry of a period of six months from the issue date of the Designated Securities, will not offer or sell any Designated Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in 2 an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Designated Securities in circumstances in which section 21(1) of the FSMA does not apply to GE and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom. (2) It has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell in The Netherlands any of the Designated Securities with a denomination of less than 50,000 (or its foreign currency equivalent) other than to persons who trade or invest in notes in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises) unless one of the other exemptions from or exceptions to the prohibition contained in Article 3 of the Dutch Securities Transactions Supervision Act 1995 (WET TOEZICHT EFFECTENWERKEER 1995) is applicable and the conditions attached to such exemption or exception are complied with. (3) The offering of the Designated Securities has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and, accordingly, it will not offer, sell or deliver any of the Designated Securities or distribute copies of the Prospectus or any other document relating to the Designated Securities in the Republic of Italy except (i) to professional investors (OPERATORI QUALIFICATI) as defined in Article 31, second paragraph of CONSOB Regulation No. 11522 of 1 July, 1998, in compliance with the terms and procedures provided therein; or (ii) in circumstances which are exempted from the rules of solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24 February, 1998 (the "Financial Services Act") and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14 May, 1999 and any offer, sale or delivery of the Designated Securities or distribution of copies of the Prospectus or any other document relating to the Designated Securities in the Republic of Italy under (i) or (ii) above must be (1) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1 September, 1993; and (2) in compliance with Article 129 of Legislative Decree No. 385 of 1 September, 1993 and the implementing guidelines of the Bank of Italy, pursuant to which the offer or sale of securities in the Republic of Italy may need to be notified to the Bank of Italy depending, INTER ALIA, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics. (4) No action has been or will be taken in any jurisdiction outside the United States by the Company that would, or is intended to, permit a public offering of the Designated Securities, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required." Section 5 is amended to include a new section 5 (f) which shall read: 3 "At Closing Time, the Representative shall have received the opinion, dated such date, of Cleary, Gottlieb, Steen & Hamilton, special tax counsel to the Company, to the effect that the statements in the Prospectus Supplement under the heading "United States Tax Considerations", provide, in all material respects, a fair and accurate summary of the matters referred to therein." Name and Address of Representatives: Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, NY 10080 GECC Capital Markets Group, Inc. 260 Long Ridge Road Stamford, CT 06927 The Representatives named above and executing this Underwriting Agreement represent that the Underwriters have authorized the Representatives to enter into this Underwriting Agreement and to act hereunder on their behalf. The respective principal amounts of the Designated Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. The provisions of the Standard Provisions of the Underwriting Agreement are incorporated herein by reference. The Closing will take place at 9:00 A.M., New York City time, on October 24, 2003, at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York. Please signify your acceptance by signing the enclosed response to us in the space provided and returning it to us. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED /s/ SCOTT PRIMROSE ---------------------------------------- Name: Title: GECC CAPITAL MARKETS GROUP, INC. /s/ MARK S. BARBER ----------------------------------------- Name: Title: 4 for itself and as the Representatives of the other underwriters named in Schedule I attached hereto Accepted: GENERAL ELECTRIC COMPANY By /s/ KATHRYN A. CASSIDY --------------------------------- Name: Kathryn A. Cassidy Title: Vice President and Treasurer 5 SCHEDULE I UNDERWRITER PRINCIPAL AMOUNT ----------- ---------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated $1,250,000,000 GECC Capital Markets Group, Inc. 1,050,000,000 M.R. Beal & Company 50,000,000 Blaylock & Partners, L.P. 50,000,000 Utendahl Capital Partners, L.P. 50,000,000 The Williams Capital Group, L.P. 50,000,000 --------------- $2,500,000,000 =============== 6 GENERAL ELECTRIC COMPANY DEBT SECURITIES AND/OR WARRANTS TO PURCHASE DEBT SECURITIES UNDERWRITING AGREEMENT STANDARD PROVISIONS October 21, 2003 Ladies and Gentlemen: General Electric Company, a New York corporation (the "Company"), may from time to time enter into one or more underwriting agreements in the form attached as Exhibit A hereto (each an "Underwriting Agreement") that provide for the sale of certain of its securities specified in the particular Underwriting Agreement (the "Designated Securities"). The basic provisions set forth herein to the extent applicable to securities of the type represented by the Designated Securities will be incorporated by reference in any such Underwriting Agreement relating to a particular issue of Designated Securities. Each Underwriting Agreement will be entered into, with such additions and deletions as the parties thereto may determine and shall be specified in such Underwriting Agreement. The Underwriting Agreement may appoint a lead underwriter or underwriters (collectively, the "Representative") for the particular issue of Designated Securities and will specify the underwriters participating in such offering (the "Underwriters", which term shall include any Underwriter substituted pursuant to Section 9 hereof). The obligation of the Company to issue and sell any of the Designated Securities and the obligation of the Underwriters to purchase any of the Designated Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein. The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as "this Agreement." The obligations of the Underwriters under this Agreement shall be several and not joint. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as defined therein. 7 The terms and rights of any particular issue of Designated Securities shall be as specified in the Underwriting Agreement relating thereto and (i) if the Designated Securities are either senior or subordinated debt securities ("Debt Securities"), in or pursuant to the senior or subordinated indenture as applicable (the "Indenture") identified in the Underwriting Agreement, (ii) if the Designated Securities are warrants ("Warrants"), in or pursuant to a warrant agreement (the "Warrant Agreement") identified in the Underwriting Agreement and (iii) if the Designated Securities are debt securities subject to the warrants ("Warrant Debt Securities"), pursuant to the Indenture identified in the Underwriting Agreement. An Underwriting Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. A registration statement in respect of the Designated Securities has been filed with the Securities and Exchange Commission (the "Commission"); the registration statement has been declared effective by the Commission and each Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"); and no stop order suspending the effectiveness of the registration statement has been issued and no proceeding for the purpose has been initiated or threatened by the Commission. The Company proposes to file pursuant to Rule 424 under the Securities Act of 1933 (the "1933 Act") a prospectus supplement specifically relating to the Designated Securities and has previously advised the Underwriters of all information to be set forth therein. The term "Registration Statement" means the registration statement as amended to the date of this Agreement, including the information, if any, deemed to be a part thereof pursuant to Rule 434(d) under the rules and regulations of the 1933 Act (the "1933 Act Regulations") and any related Registration Statement filed pursuant to Rule 462(b) of the 1933 Act Regulations. The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus together with the prospectus supplement specifically relating to the Designated Securities, as first filed with the Commission pursuant to Rule 424 (the "Prospectus Supplement"); provided, however, that if the Company elects to rely upon Rule 434 of the 1933 Act Regulations, then all references to the Prospectus shall be deemed to refer to the Basic Prospectus and the term sheet relating to the Designated Securities in the form furnished to the Underwriters by the Company in reliance upon Rule 434. The term "Preliminary Prospectus" means a preliminary prospectus supplement specifically relating to the Designated Securities together with the Basic Prospectus. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" (or other references of like import) in the Registration Statement, Prospectus or Preliminary Prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, Prospectus or Preliminary Prospectus, as the case may be, prior to the execution of the applicable Underwriting Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, Prospectus or Preliminary Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, Prospectus or Preliminary Prospectus, as the case may be, after the execution of the applicable Underwriting Agreement. 8 SECTION 1. REPRESENTATIONS AND WARRANTIES. (a). REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents and warrants to each Underwriter named in the applicable Underwriting Agreement, as of the date thereof and as of the Closing Time (as defined below) as follows: (1) each document filed by the Company pursuant to the 1934 Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the Exchange Act and the rules and regulations thereunder, and each document, if any, hereafter filed by the Company and so incorporated by reference in the Prospectus will comply when so filed with the 1934 Act and the rules and regulations thereunder; (2) the Registration Statement and the Prospectus comply, and the Registration Statement and the Prospectus (and any amendments and supplements thereto, other than supplements relating only to securities, other than the Designated Securities) will as of the Closing Time comply, in all material respects with the 1933 Act and the 1933 Act Regulations. (3) each Preliminary Prospectus, if any, relating to the Designated Securities filed pursuant to Rule 424 under the 1933 Act complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations; and (4) each part of the Registration Statement at the time such part became effective did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus as of the date of the prospectus supplement relating to the Designated Securities did not, and the Prospectus (as amended or supplemented, other than as to supplements relating only to securities other than the Designated Securities) as of the Closing Time will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that these representations and warranties do not apply to (i) statements or omissions in the Registration Statement, any Preliminary Prospectus or the Prospectus, or any amendments or supplements to the foregoing, based upon information furnished to the Company in writing by any Underwriter expressly for use therein and (ii) any Form T-1 Statement of Eligibility and Qualification included as an exhibit to the Registration Statement. SECTION 2. SALE AND DELIVERY; CLOSING. (a) DELAYED DELIVERY CONTRACTS. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if 9 any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as "Contract Debt Securities" and "Contract Warrants", respectively, and collectively as the "Contract Securities". If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts substantially in the form of Exhibit D attached hereto but with such changes therein as the Company may authorize or approve (hereinafter referred to as "Delayed Delivery Contracts"). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as the principal amount of Debt Securities set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. 10 (b) SALES TO UNDERWRITERS. The several commitments of the Underwriters to purchase the Designated Securities pursuant to the applicable Underwriting Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements herein contained and shall be subject to the terms and conditions herein set forth. (c) PAYMENT. Designated Securities to be purchased by each Underwriter pursuant to the Underwriting Agreement relating thereto, in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor in the funds and in the manner specified in such Underwriting Agreement, all at the place and time and date specified in such Underwriting Agreement or at such other place and time and date as the Representative and the Company may agree upon in writing, such time and date being herein called the "Closing Time" for such Designated Securities. Concurrently with the delivery of and payment for the Designated Securities, the Company will deliver to the Representative for the accounts of the Underwriters a check payable or wire transfer to the order of the party designated in the Underwriting Agreement relating to such securities in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Deliver Contracts as provided in paragraph (a) of this Section 2 and in the Underwriting Agreement related to such securities. SECTION 3. COVENANTS OF THE COMPANY. The Company covenants with each Underwriter of the Designated Securities as follows: (a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS. The Company will comply in respect of the Designated Securities with the requirements of the 1933 Act Regulations, as applicable, and will promptly effect the filings necessary pursuant to Rule 424 and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. (b) DELIVERY OF REGISTRATION STATEMENTS AND PROSPECTUSES. The Company will furnish to the Representative and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Time and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Prospectus and the Prospectus relating to the Designated Securities and any amendments thereof and supplements thereto as the Representative may reasonably request. (c) CONTINUED COMPLIANCE WITH SECURITIES LAWS. If at any time when the Prospectus relating to the Designated Securities is required by the 1933 Act or the 1934 Act to be delivered in connection with sales of the Designated Securities, any event shall occur as a result of which it is necessary, in the opinion of counsel for the Company, to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the 11 circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, such amendment or supplement as may be necessary to correct such statement or omission or to make the Prospectus comply with such requirements, and the Company will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. (d) BLUE SKY QUALIFICATIONS. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Designated Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably request; PROVIDED, HOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction. (e) EARNINGS STATEMENT. The Company will make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the date of each Underwriting Agreement, an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the 1933 Act and the 1933 Act Regulations. SECTION 4. PAYMENT OF EXPENSES. The Company will pay all expenses incident to the performance of its obligations under this Underwriting Agreement or the applicable Underwriting Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the fees and disbursements of the Company's counsel, accountants and other advisors or agents (including transfer agents and registrars), as well as the fees and disbursements of the Trustees and any warrant agent, and their respective counsel, (iii) the qualification of the Designated Securities under state securities laws in accordance with the provisions of Section 3(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery of the Blue Sky Survey, and any amendment thereto, (iv) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any term sheet, and the Prospectus and any amendments or supplements thereto, (v) the fees charged by nationally recognized statistical rating organizations for the rating of the Designated Securities and (vi) the fees and expenses incurred with respect to the listing of the Designated Securities. SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the Underwriters to purchase and pay for the Designated Securities pursuant to the applicable Underwriting Agreement are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the 12 Commission, and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus; and the Representative shall have received at the Closing Time a certificate of the Company, dated the date of Closing Time and signed by an officer of the Company, to the foregoing effect. The officer making such certificate may rely upon the best of his knowledge as to proceedings pending or threatened. (b) At Closing Time, the Representative shall have received the opinion, dated such date, of Robert E. Healing, corporate counsel, relating to the Designated Securities, to the effect set forth in Exhibit B hereto. (c) At Closing Time, the Representative shall have received the opinion, dated such date, of Dewey Ballantine LLP, counsel for the Company, relating to the Designated Securities, to the effect set forth in Exhibit C hereto. (d) At Closing Time, the Representative shall have received the opinion, dated such date, of counsel for the Underwriters, relating to the Designated Securities and such other matters as the Representative may reasonably request. (e) At Closing Time, the Representative shall have received from KPMG LLP a letter dated such date containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and Prospectus. 13 SECTION 6. (a) INDEMNIFICATION. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus or the Prospectus (if used within the period set forth in paragraph (c) of Section 3 hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Underwriter expressly for the use therein; PROVIDED, HOWEVER, that the foregoing indemnity with respect to any Preliminary Prospectus or any Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities otherwise covered by this paragraph purchased Designated Securities, or to the benefit of any person controlling such Underwriter, if a copy of the Prospectus (as then amended and supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person if required by law so to have been delivered, at or prior to the written confirmation of the sale of Designated Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and any person controlling the Company within the meaning of Section 15 of the 1933 Act to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to information furnished in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus or any Preliminary Prospectus, or any amendments or supplements thereto. Promptly after receipt by any person of notice of any claim or the institution of any proceeding (including any governmental investigation) in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "indemnified party") shall notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall be entitled to participate therein, and, to the extent that it elects (upon notice to the indemnified party), jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. If the indemnifying party shall not have so elected to assume such defense, then, upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. If the indemnifying party shall so elect to assume such defense, the indemnifying party shall not be liable to the indemnified party pursuant to this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and 14 the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Anything hereinabove to the contrary notwithstanding, any reference in this Section 6 to counsel reasonably satisfactory to , or designated by, the indemnified party shall mean (i) in the case of parties indemnified pursuant to the second preceding paragraph, counsel reasonably satisfactory, or designated by, the Representative on behalf of all parties so indemnified pursuant to such paragraph and (ii) in the case of parties indemnified pursuant to the first preceding paragraph, counsel reasonable satisfactory, or designated by, the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgement for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. (b) CONTRIBUTION. If the indemnification provided for in paragraph (a) of Section 6 is unavailable as a matter of law to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) if the indemnifying party is the Company, in such proportion as is appropriate to reflect the relative benefit received by the Company on the one hand and the Underwriters on the other from the offering of the Designated Securities, (ii) if an Underwriter is the indemnifying party, in such proportion as is appropriate to reflect the Underwriter's relative fault on the one hand and that of the Company on the other hand in connection with the statements or omissions or alleged statements or omissions which resulted in such losses, claims, damages or liabilities, or (iii) if the allocation provided by claims (i) or clause (ii) above, as the case may be, is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefit referred to in clause (i) above or the relative fault referred to in clause (ii) above, as the case may be, but also such relative fault (in cases covered by clause (i)) or such relative benefit (in cases covered by clause (ii)) as well as any other relevant equitable considerations. The relative benefit received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissions. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation (even if the 15 Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations provided for, in the respective cases, in clauses (i), (ii), and (iii) of the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Designated Securities underwritten by such Underwriter and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provision of this paragraph (b) concerning contribution, no indemnifying party shall be required to make contribution in any circumstances in which such party would not have been required to provide indemnification by the terms of paragraph (a). Nothing herein contained shall be deemed to constitute a waiver by an indemnified party of such party's rights, if any, to receive contribution pursuant to Section 11(f) of the 1933 Act or other applicable law. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this section are several, in proportion to the respective amounts of Designated Securities underwritten by each of such Underwriters, and not joint. In the event that the indemnifying party is one or more of the Underwriters, then the Representative shall act on behalf of the indemnifying party with respect to receipt of notice, agreement as to retention of separate counsel and consent to settlement, and the indemnified party may rely upon the action of the Representative as binding upon each such indemnifying party for purposes of this section. SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto or thereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of and payment for the Designated Securities. The provisions of Section 6 shall survive the termination or cancellation of this Agreement. SECTION 8. TERMINATION. This Agreement shall be subject to termination in the discretion of a majority in interest of the Representative of a particular issue of Designated Securities at any time subsequent to the date of the applicable Underwriting Agreement and prior to the Closing Date by notice given to the Company, if (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited; (ii) a general moratorium on commercial banking activities in the State of New York or the United States shall have been declared by the appropriate authorities or (iii) there shall have occurred any material outbreak, or material escalation, of 16 hostilities or other national or international calamity or crisis, of such magnitude and severity in it effect on the financial markets of the United States, in the reasonable judgment of a majority in interest of the Representative, as to prevent or materially impair the marketing, or enforcement of contracts for sale, of the Designated Securities. SECTION 9. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or more of the Underwriters shall fail at the Closing Time to purchase the Designated Securities which it or they are obligated to purchase under the applicable Underwriting Agreement (the "Defaulted Securities"), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the number or aggregate principal amount, as the case may be, of Defaulted Securities does not exceed 10% of the number or aggregate principal amount, as the case may be, of Designated Securities to be purchased on such date pursuant to such Underwriting Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations under such Underwriting Agreement bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the number or aggregate principal amount, as the case may be, of Defaulted Securities exceeds 10% of the number or aggregate principal amount, as the case may be, of Designated Securities to be purchased on such date pursuant to such Underwriting Agreement, such Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of the applicable Underwriting Agreement either the Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. SECTION 10. NOTICES. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered or faxed and confirmed to them, at the address of the Representative described in the applicable Underwriting Agreement; or, if sent to the Company, will be mailed, delivered or faxed and confirmed to it, at 3135 Easton Turnpike, Fairfield, Connecticut 06431; attention Robert E. Healing, Esq. SECTION 11. PARTIES. This Agreement shall each inure to the benefit of and be binding upon the Company, the Representative and any other Underwriters and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their 17 respective successors and the controlling persons and officers and directors referred to in Section 6 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and thereto and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. SECTION 12. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. SECTION 13. EFFECT OF HEADINGS. The Article and Section headings herein for convenience only and shall not affect the construction hereof. 18 Exhibit A GENERAL ELECTRIC COMPANY ("COMPANY") DEBT SECURITIES AND/OR WARRANTS TO PURCHASE DEBT SECURITIES UNDERWRITING AGREEMENT , 2003 General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Attention: ______________ Ladies and Gentlemen: On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of, and utilizing terms as defined in, the Underwriting Agreement Standard Provisions (Debt Securities and/or Warrants) dated as of October __, 2003 ("Standard Provisions"), which is attached hereto, the following securities ("Designated Securities") on the following terms: DEBT SECURITIES Indenture: Title: Rank: Aggregate Principal Amount: $ Interest Rate: Maturity: Interest Payment Dates: Regular Record Dates: Conversion or Exchange Provisions: A-1 Listing Requirements: Fixed or Variable Price Offering: If Fixed Price Offering, initial public offering price: ____% of the principal amount, plus accrued interest, if any, from ________ Purchase Price by Underwriters: Currency of Denomination: Currency of Payment: Form and Denomination: Overseas Paying Agents: Redemption: Sinking Fund: Dealer Concession: Reallowance Concession: Method of Payment: Delayed Delivery Contracts [include only if applicable]: Delivery Date: Minimum principal amount of each contract: Maximum aggregate principal amount of all contracts: Fee: % A-2 DEBT WARRANTS (include only if applicable) Warrant Agreement: Number of Debt Warrants to be issued: Debt Warrant Agreement: Form of Debt Warrants: Registered Issuable jointly with Debt Securities: [Yes] [No] [Number of Debt Warrants issued with each $ principal amount of Debt Securities:] [Detachable Date:] Date from which Debt Warrants are exercisable: Date on which Debt Warrants expire: Exercise price of Debt Warrants: Purchase Price $ Title of Warrant Debt Securities: Principal amount of Warrant Debt Securities purchasable upon exercise of one Debt Warrant: Indenture: Title: Rank: Aggregate Principal Amount: $ Interest Rate: Maturity: Interest Payment Dates: A-3 Regular Record Dates: Conversion Provisions: Listing Requirements: Fixed or Variable Price Offering: If Fixed Price Offering, initial public offering price: ____% of the principal amount, plus accrued interest, if any, from ________ Purchase Price by Underwriters: Currency of Denomination: Currency of Payment: Form and Denomination: Overseas Paying Agents: Redemption: Sinking Fund: Dealer Concession: Reallowance Concession: Method of Payment: Delayed Delivery Contracts [include only if applicable]: Delivery Date: Minimum principal amount of each contract: Maximum aggregate principal amount of all contracts: Fee: % A-4 Name and Address of Representative: The Representative named above and executing this Underwriting Agreement represents that the Underwriters have authorized the Representative to enter into this Underwriting Agreement and to act hereunder on their behalf. The respective principal amounts of the Debt Securities and number of Debt Warrants to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. The provisions of the Underwriting Agreement are incorporated herein by reference. The Closing will take place at A.M., New York City time, on , 20 , at the offices of [Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019]. Please signify your acceptance by signing the enclosed response to us in the space provided and returning it to us. Very truly yours, ------------------------------ Name: Title: as Representative for itself and the other underwriters named in Schedule I attached hereto Accepted: GENERAL ELECTRIC COMPANY By _________________________ Name: Title: A-5 SCHEDULE I DEBT SECURITIES UNDERWRITER PRINCIPAL AMOUNT DEBT WARRANTS UNDERWRITER NUMBER OF DEBT WARRANTS A-6 Exhibit B FORM OF OPINION OF COMPANY'S CORPORATE COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Company has been duly incorporated, is validly existing and is in good standing under the laws of the State of New York. (ii) [For Debt Securities] The Indenture has been duly authorized, executed and delivered by the Company. (iii) [For Debt Securities] The Debt Securities have been duly authorized, executed and delivered by the Company. (iv) [For Debt Securities convertible or exchangeable into Common Stock] The Common Stock has been duly authorized by the Company for conversion or exchange pursuant to the Underwriting Agreement. The Common Stock, when issued and delivered by the Company pursuant to the Underwriting Agreement and the terms of the applicable Indenture, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of the Company. No holder of the Common Stock is or will be subject to personal liability by reason of being such a holder. The form of certificate used to evidence the Common Stock is in due and proper form and complies with the applicable statutory requirements, with any applicable requirements of the charter or by-laws of the Company and with the requirements of The New York Stock Exchange. (v) [For Warrants] The Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company. (vi) [For Warrants] The Warrants, if any, have been duly authorized, executed and delivered by the Company. (vii) [For Warrant Debt Securities] The Warrant Debt Securities, if any, have been duly authorized. (viii) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (ix) The Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company. (x) Neither the execution and delivery of this Agreement nor the issuance and sale of the Designated Securities by the Company as provided herein will contravene the Restated Certificate of Incorporation, as amended, or by-laws, as amended, of the Company or result in any violation, in any material respect, of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement or instrument known to such counsel by which B-1 the Company or any of its subsidiaries is bound. In addition, such opinion shall state that, based upon the review and discussion of the contents of the Registration Statement and the Prospectus and any amendments and supplements thereto (including the documents of the Company incorporated therein by reference) by him or members of his staff who report to him with certain officials of the Company, but without independent check or verification except as stated in such opinion, such counsel (1) believes that each document incorporated by reference in the Prospectus which was filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") (except as to financial statements and schedules and other financial and statistical data contained, referred to or incorporated by reference therein or omitted therefrom, as to which, in each case, such counsel need not express any belief) did comply, when so filed, as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (2) believes that the Registration Statement and the Prospectus and any supplements or amendments thereto as of their respective effective or issue dates (except for (a) financial statements and schedules and other financial and statistical data contained, referred to or incorporated by reference therein or omitted therefrom, (b) the statements contained in the Prospectus under the caption "Description of Debt Securities" and, if applicable, "Description of Warrants" or "Description of Common Stock" and in the prospectus supplement under any similar heading relating to the Designated Securities and (c) supplements relating only to securities other than the Securities, as to which, in each case, such counsel need not express any belief) complied as to form in all material respects with the Act and the rules and regulations of the Commission thereunder, and (3) believes that (except for (a) financial statements and schedules and other financial and statistical data contained, referred to or incorporated therein or omitted therefrom, (b) the statements contained in the Prospectus under the caption "Description of Debt Securities" and, if applicable, "Description of Warrants" or "Description of Common Stock" and in the prospectus supplement under any similar heading relating to the Designated Securities and (c) supplements relating only to securities other than the Securities, as to which, in each case, such counsel need not express any belief) each part of the Registration Statement at the time such part became effective did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that the Prospectus did not contain, as of the date of the Prospectus Supplement relating to the Designated Securities, or the Prospectus (as amended or supplemented, other than as to supplements relating only to securities other than the Designated Securities), does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel (1) may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers and public officials and (2) may state that such counsel expresses no opinion as to laws, rules, regulations, consents, approvals, authorizations or other orders other than those of the State of New York and the federal law of the United States of America, provided that no opinion need be expressed on or in respect to the New York securities laws or "Blue Sky" laws. B-2 Exhibit C FORM OF OPINION OF DEWEY BALLANTINE LLP TO BE DELIVERED PURSUANT TO SECTION 5(c) (i) If the Designated Securities are Debt Securities and assuming the Indenture has been duly authorized, executed and delivered by the Company, the Indenture is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended; (ii) If the Designated Securities are Debt Securities and assuming the Debt Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters (or, in the case of Contract Debt Securities, by purchasers pursuant to Delayed Delivery Contracts), the Debt Securities, will be valid and binding obligations of the Company, enforceable in accordance with their terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors, rights generally) and will be entitled to the benefits of the Indenture; (iii) If the Designated Securities are Warrants and assuming the Warrant Agreement has been duly authorized, executed and delivered by the Company, the Warrant Agreement is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally); (iv) If the Designated Securities are Warrants and assuming the Warrants have been duly authorized and, when countersigned in accordance with the provisions of the Warrant Agreement and delivered to and paid for by the Underwriters (or, in the case of Contract Warrants, by purchasers pursuant to Delayed Delivery Contracts), the Warrants will be valid and binding obligations of the Company, enforceable in accordance with their terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors, rights generally); (v) If the Designated Securities are Warrant Debt Securities and assuming the Warrant Debt Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered upon exercise of the Warrants as provided in the Warrant Agreement, the Warrant Debt Securities will be valid and binding obligations of the Company, enforceable against it in accordance with their terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) and will be entitled to the benefits of the Indenture; C-1 (vi) If Delayed Delivery Contracts are entered into, assuming the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company, the Delayed Delivery Contracts are valid and binding agreements of the Company, enforceable in accordance with their terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally); and (vii) The statements in the Prospectus under the heading "Description of Debt Securities" and under any similar heading in the prospectus supplement relating to the Designated Securities, insofar as such statements purport to summarize certain provisions of the Designated Securities and the Indenture, are accurate in all material respects. Incorporated Documents shall mean the Company's annual, quarterly and current reports that are incorporated by reference in the Prospectus relating to the Designated Securities. In rendering such opinion, such counsel (1) may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers and public officials and (2) may state that such counsel expresses no opinion as to laws, rules, regulations, consents, approvals, authorizations or other orders other than those of the State of New York and the federal law of the United States of America, provided that no opinion need be expressed on or in respect to the New York securities laws or "Blue Sky" laws. C-2 Exhibit D DELAYED DELIVERY CONTRACT [Date] [Insert name and address of lead Representative] Ladies and Gentlemen: The undersigned hereby agrees to purchase from General Electric Corporation ( the "Company"), and the Company agrees to sell to the undersigned, on _____________, 200_, (the "Delivery Date"), $_____________ aggregate principal amount of the Company's [Debt Securities/Warrants] (the "Securities") offered by the Company's Prospectus dated __________, 200_, and related Prospectus Supplement dated ____________, 200_, receipt of a copy of which is hereby acknowledged, at a [purchase price of ____% of the] [principal amount] [ thereof, plus] [ accrued interest] [ amortization of original issue discount], if any, thereon from ___________, 200_, to the date of payment and delivery, and on the further terms and conditions set forth in this contract. Payment for the Securities to be purchased by the undersigned shall be made on or before 11:00 AM, New York City time, on the Delivery Date to or upon the order of the Company in [New York Clearing House (next day)/immediately available] funds, at your office or at such other place as shall be agreed between the Company and the undersigned, upon delivery to the undersigned of the Securities in definitive fully registered form and in such authorized denominations and registered in such names as the undersigned may request by written on telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. If no request is received, the Securities will be registered in the name of the undersigned and issued in a denomination equal to the aggregate principal amount or number of Securities to be purchased by the undersigned on the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date, and the obligation of the Company to sell and deliver Securities on the Delivery Date, shall be subject to the conditions (and neither party shall incur any liability by reason of the failure thereof) that (1) the purchase of Securities to be made by the undersigned, which purchase the undersigned represents is not prohibited on the date hereof, shall not on the Delivery Date be prohibited under the laws of the laws of the jurisdiction to which the undersigned is subject, and (2) the Company, on or before the Delivery Date, shall have sold to certain underwriters (the "Underwriters") such principal amount or number of Securities as is to be sold to them pursuant to the Underwriting Agreement referred to in the Prospectus and Prospectus Supplement mentioned above. Promptly after completion of such sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. The obligation of the undersigned to take delivery of and make payment for the Securities, and the obligation of the Company to cause the Securities to be sold and delivered, shall not be affected by the failure of any purchaser to take delivery of and make payment for the Securities pursuant to other contracts similar to this contract. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of this contract and other similar contracts is in the Company's sole discretion and, without limiting the foregoing, need not be on a first come, first served basis. If this contract is acceptable to the Company, it is required that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned, as of the date first above written, when such counterpart is so mailed or delivered. This agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles. Very truly yours, ------------------------------ (Name of Purchaser) By: ------------------------------- (Signature and title of Officer) ------------------------------- (Address) Accepted: GENERAL ELECTRIC COMPANY By _________________________ Name: Title: EX-4 4 a2121095zex-4.txt EXHIBIT 4 Exhibit 4 Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Except as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository. No. R- GENERAL ELECTRIC COMPANY $ LIBOR Floating Rate Notes due CUSIP: Original Issue Date: ISIN: Common Code: Stated Maturity Date: Principal Amount: $ Redeemable: GENERAL ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of New York (herein referred to as the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the Principal Amount specified above on the Stated Maturity Date specified above, and to pay interest on said Principal Amount from the Original Issue Date specified above or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears on , , and in each year, commencing , and on the Stated Maturity Date at the per annum interest rate determined as specified herein by the Calculation Agent on each Interest Determination Date, as such terms are defined herein, until the Principal Amount shall have been paid or duly provided for. Interest shall be computed on the basis of the actual number of days elapsed over a 360 day year. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, as provided in the Indenture, as hereinafter defined, shall be paid to the Person in whose name this Note (or one or more Predecessor Securities) shall have been registered at the close of business on the regular record date with respect to such Interest Payment Date, which shall be the close of business on the fifteenth calendar day (whether or not a Business Day (as defined below)) immediately preceding such Interest Payment Date; provided, that interest payable on the Stated Maturity Date shall be paid to the Person to whom principal shall be paid. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder on such regular record date and shall be paid as provided in said Indenture. If any Interest Payment Date (other than the Stated Maturity Date) is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that if such Business Day is in the next succeeding calendar month, such Interest Payment Date (other than the Stated Maturity Date) shall be the next preceding Business Day. If the Stated Maturity Date is not a Business Day, the related payment of principal and interest on this Note will be made on the next succeeding Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next succeeding Business Day. RATE OF INTEREST The interest rate on this Note will be reset quarterly on , , and of each year, commencing (each, an "Interest Reset Date"), and this Note will bear interest at a per annum rate equal to three-month LIBOR (as defined below) for the applicable Interest Reset Period (as defined below), plus %. The interest rate for the Initial Interest Reset Period (as defined below) will be three-month LIBOR, determined as of two London Business Days (as defined below) prior to the Original Issue Date, plus % per annum. The "Initial Interest Reset Period" will be the period from and including the Original Issue Date to but excluding the Initial Interest Reset Date. Thereafter, each "Interest Reset Period" will be the period from and including an Interest Reset Date to but excluding the immediately succeeding Interest Reset Date; PROVIDED that the final Interest Reset Period for this Note will be the period from and including the Interest Reset Date immediately preceding the Stated Maturity Date of this Note to but excluding the Stated Maturity Date. If any Interest Reset Date would otherwise be a day that is not a Business Day, the Interest Reset Date will be postponed to the next succeeding day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the Interest Reset Date shall be the next preceding Business Day. The interest rate in effect on each day will be (i) if that day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date (as defined below) immediately preceding such Interest Reset Date or (ii) if that day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the most recent Interest Reset Date or the Original Issue Date, as the case may be. "Business Day" means a day which is not a day when banking institutions in the city in which the Trustee administers its corporate trust business, currently New York City, or in the place of payment, are authorized or required by law or regulation to be closed, and that is also a "London Business Day", which is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. 2 INTEREST RATE DETERMINATION The interest rate applicable to each Interest Reset Period commencing on the related Interest Reset Date, or the Original Issue Date in the case of the Initial Interest Reset Period, will be the rate determined as of the applicable Interest Determination Date. The "Interest Determination Date" will be the second London Business Day immediately preceding the Original Issue Date, in the case of the Initial Reset Period, or thereafter the applicable Interest Reset Date. Three-month LIBOR (hereafter referred to as "LIBOR") will be determined by The Bank of New York, or its successor appointed by the Company, acting as calculation agent (the "Calculation Agent"), as of the applicable Interest Determination Date in accordance with the following provisions: (i) LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars having a three-month maturity, commencing on the second London Business Day immediately following such Interest Determination Date, which appears on Moneyline Telerate Page 3750 (as defined below) as of approximately 11:00 a.m., London time, on such Interest Determination Date. "Moneyline Telerate Page 3750" means the display designated on page "3750" on Moneyline Telerate (or such other page as may replace the 3750 page on that service, any successor service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If no rate appears on Moneyline Telerate Page 3750, LIBOR for such Interest Determination Date will be determined in accordance with the provisions of paragraph (ii) below. (ii) With respect to an Interest Determination Date on which no rate appears on Moneyline Telerate Page 3750 as of approximately 11:00 a.m., London time, on such Interest Determination Date, the Calculation Agent shall request the principal London offices of each of four major reference banks (which may include affiliates of the underwriters) in the London interbank market selected by the Calculation Agent (after consultation with the Company) to provide the Calculation Agent with a quotation of the rate at which deposits of U.S. dollars having a three-month maturity, commencing on the second London Business Day immediately following such Interest Determination Date, are offered by it to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on such Interest Determination Date in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of such quotations as calculated by the Calculation Agent. If fewer than two quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of the rates quoted as of approximately 11:00 a.m., New York City time, on such Interest Determination Date by three major banks (which may include affiliates of the underwriters) selected by the Calculation Agent (after consultation with the Company) for loans in U.S. dollars to leading European banks having a three-month maturity commencing on the second London Business Day immediately following such Interest Determination Date and in a principal amount equal to an amount of not less than U.S. 3 $1,000,000 that is representative for a single transaction in such market at such time; PROVIDED, HOWEVER, that if the banks selected as aforesaid by the Calculation Agent are not quoting such rates as mentioned in this sentence, LIBOR for such Interest Determination Date will be LIBOR determined with respect to the immediately preceding Interest Determination Date. All percentages resulting from any calculation of any interest rate for this Note will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward and all dollar amounts will be rounded to the nearest cent, with one-half cent being rounded upward. Promptly upon such determination, the Calculation Agent will notify the Company and the Trustee (if the Calculation Agent is not the Trustee) of the interest rate for the new Interest Reset Period. Upon request of the holder of this Note, the Calculation Agent will provide to the holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Reset Period. All calculations made by the Calculation Agent for the purposes of calculating interest on this Note shall be conclusive and binding on the holder and the Company, absent manifest error. This Note is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, as hereinafter defined, all issued or to be issued in one or more series under and pursuant to a Senior Note Indenture dated as of January 1, 2003 duly executed and delivered between the Company and The Bank of New York, a New York banking corporation, as Trustee (herein referred to as the "Trustee") (such Indenture, as originally executed and delivered and as thereafter supplemented and amended being herein referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto or Company Orders reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This Note is one of the series of Notes designated on the face hereof initially limited in aggregate principal amount to $ ; provided that the Company may, without the consent of the holders of the Notes, issue additional notes having the same terms as the Notes, except for the issue date and issue price, so that such additional notes form a single series with the Notes. This Global Note is exchangeable for Notes in definitive registered form only under certain limited circumstances set forth in the Indenture. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. 4 The Indenture contains provisions for legal defeasance or covenant defeasance with respect to the Notes upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of all series affected at the time outstanding voting as one class to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes of such series; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity date or dates of any Notes of any series; (ii) extend the time of payment of interest or on any sinking fund payment, other than extensions permitted pursuant to Section 2.01 of the Indenture; (iii) reduce the rate of interest on any Notes; (iv) reduce the principal amount due for payment on any Note; (v) make the principal, premium, if any, or interest on a Note payable in any coin or currency other than that provided in such Note; (vi) modify any redemption or repurchase right to the detriment of a holder of the Notes; (vii) impair the right of any holder of the Notes to institute suit for payment; (viii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or reduce the percentage of Notes, the holders of which are required to waive any covenant or default and its consequences; (ix) waive any past payment default; or (x) modify any provision of Section 9.02 of the Indenture, without the consent of the holders of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of the Notes of such series as and when the same shall become due by the terms of the Notes otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal otherwise than by acceleration and any premium has been deposited with the Trustee in accordance with the Indenture) or a call for redemption of Notes of that series. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company as may be designated by the Company accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered 5 holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and (subject to Section 2.03 of the Indenture) interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or 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 issuance hereof, expressly waived and released. The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Note shall be governed by the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State, without regard to conflicts of laws provisions thereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. IN WITNESS WHEREOF, the Company has caused this Instrument to be executed. GENERAL ELECTRIC COMPANY By: --------------------------------- Title: CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series of Notes designated in accordance with, and referred to in, the within mentioned Indenture. Dated: THE BANK OF NEW YORK, as Trustee By: --------------------------------- Authorized Signatory 7 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) - ------------------------------------------------ - --------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF - -------------------------------------------------------------------------------- ASSIGNEE) the within Note and all rights thereunder, hereby - -------------------------------------------------------------------------------- irrevocably constituting and appointing such person attorney to - -------------------------------------------------------------------------------- transfer such Note on the books of the Issuer, with full - -------------------------------------------------------------------------------- power of substitution in the premises. Dated: -------------------- -------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatever and NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP") or the New York Stock Exchange, Inc. Medallion Signature Program ("MSP"). 8 EX-5 5 a2121095zex-5.txt EXHIBIT 5 Exhibit 5 October 24, 2003 General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Re: Opinion of Counsel This opinion is furnished in connection with the registration by General Electric Company (the "Company") pursuant to the Registration Statement on Form S-3 (Registration Statement No. 333-104526) filed with the Securities and Exchange Commission (the "Commission") on April 14, 2003 and declared effective by the Commission on April 28, 2003 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), relating to $2,500,000,000 aggregate principal amount of the Company's LIBOR Floating Rate Notes due 2005 (the "Notes"). The Notes will be issued pursuant to the Senior Note Indenture, dated as of January 1, 2003, between the Company and The Bank of New York, as trustee, (the "Indenture"). As Corporate Counsel of the Company, I am of the opinion, based upon my familiarity with the affairs of the Company and upon my examination of the law and pertinent documents and assuming due authentication in accordance with the Indenture, that the Notes are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits provided by the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law). My opinion is limited to matters governed by the Federal laws of the United States of America and the laws of the State of New York. I hereby consent to the filing of this opinion with the Commission as an Exhibit to the Registration Statement and to the reference to myself under the caption "Legal Matters" in the prospectus forming part of the Registration Statement. In giving such consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Robert E. Healing ------------------------- Robert E. Healing -----END PRIVACY-ENHANCED MESSAGE-----