8-K

UNITED STATES
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): November 6, 2007

General Electric Capital Corporation(Exact name of registrant as specified in its charter)

Delaware	1-6461	13-500700
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification 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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 8.01      Other Events.

     On November 6, 2007, General Electric Capital Corporation (“GECC”) entered into an Underwriting Agreement with Lehman Brothers Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated for the issuance and sale by GECC of $2,500,000,000 aggregate principal amount of its 6.375% Fixed to Floating Rate USD Subordinated Debentures due 2067 (the “Subordinated Debentures”). The Subordinated Debentures were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement (Registration Statement No. 333-132807) (the “Registration Statement”). GECC is hereby filing certain exhibits in connection with the issuance and sale of the Subordinated Debentures, which exhibits are incorporated by reference into the Registration Statement.

     On November 15, 2007, in connection with the issuance of the Subordinated Debentures, GECC entered into a replacement covenant (the “Replacement Covenant”) (attached hereto as Exhibit 99 and incorporated by reference into the Registration Statement), whereby GECC agreed for the benefit of certain of its debtholders named therein that, prior to the Termination Date (as defined in the Replacement Covenant), it shall not repay, redeem or purchase, and that its subsidiaries shall not repay, redeem or purchase, any of the Subordinated Debentures unless such repayment, redemption or purchase is made pursuant to the terms of the Replacement Covenant.

Item 9.01      Financial Statements and Exhibits.

(d)	Exhibits
	1	Underwriting Agreement for Subordinated Debentures dated as of November 6, 2007 by
		and between GECC and Lehman Brothers Inc., Goldman, Sachs & Co., J.P. Morgan
		Securities Inc. and Morgan Stanley & Co. Incorporated.
	4(b)	Form of Subordinated Debenture.
	8	Tax Opinion and Consent of Cahill Gordon & Reindel LLP, Special Tax Counsel to GECC.
	99	Replacement Covenant dated as of November 15, 2007.

SIGNATURES

     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 hereunto duly authorized.

Date: November 15, 2007	GENERAL ELECTRIC CAPITAL CORPORATION
	By:	/s/ Philip D. Ameen
		Philip D. Ameen
		Senior Vice President and Controller

EX-1

EXHIBIT 1

UNDERWRITING AGREEMENT

As of November 6, 2007

General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927

Dear Sirs:

          We (the “Representative”) are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the “Underwriters”), and we understand that General Electric Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $2,500,000,000 aggregate principal amount of 6.375% Fixed to Floating Rate USD Subordinated Debentures due 2067 (the “Debentures”). The Debentures are also referred to herein as the “Offered Securities”. The Debentures will be issued pursuant to the provisions of the Indenture listed below (as such Indenture shall be supplemented to the date hereof) (the “Indenture”) between the Company and the Trustee named below (the “Trustee”).

          Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective principal amounts of Debentures set forth below opposite their names at a purchase price of 99.250% of the principal amount of Debentures plus accrued interest, if any, from November 15, 2007 to the date of payment and delivery:

	Principal Amount
Name	of Debentures
Goldman, Sachs & Co.	$625,000,000
J.P. Morgan Securities Inc.	625,000,000
Lehman Brothers Inc.	625,000,000
Morgan Stanley & Co. Incorporated	625,000,000
Total	$2,500,000,000

          The Underwriters will pay for the Offered Securities upon delivery thereof at the location identified below at 10:00 a.m. (New York time) on November 15, 2007, or at such other time, not later than 3:00 p.m. (New York time) on November 15, 2007, as

shall be agreed upon by the Company and the Representative. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.”

          The Offered Securities shall have the terms set forth in the Preliminary Prospectus dated November 6, 2007, and the Permitted Free Writing Prospectus attached as Schedule I hereto, including the following:

Representative and address:	Lehman Brothers Inc.
	745 Seventh Avenue
	New York, NY 10019
	Attention: Debt Capital Markets,
	Financial Institutions Group
	Facsimile: (646) 834-8133
Trustee:	The Bank of New York (as
	successor to JPMorgan Chase Bank,
	N.A.)
Closing Date and Location:	November 15, 2007 at the offices of
	Davis Polk & Wardwell, 450
	Lexington Avenue, New York, New
	York 10017

          The Offered Securities are to be offered to the public at the Initial Public Offering Price specified below:

Initial Public Offering Price:	100.000% of the principal amount of the
	Debentures
	(plus accrued interest from November 15, 2007)

          All provisions contained in the document entitled General Electric Capital Corporation Underwriting Agreement Standard Provisions dated November 6, 2007 (the “Standard Provisions”), are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement.

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          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.

          Please confirm your agreement by having an authorized officer sign a copy of this Agreement as of the date first set forth above in the space set forth below.

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		Very truly yours,
		LEHMAN BROTHERS INC.
		Acting severally on behalf of themselves
		and the several Underwriters named
		herein
		By: LEHMAN BROTHERS INC.
		By:	/s/ Victor Forte
			Name:Victor Forte
			Title: Managing Director
ACCEPTED:
GENERAL ELECTRIC
CAPITAL CORPORATION
By:	/s/ Eric Duenwald
	Vice President and Assistant Treasurer General Electric Capital Corporation

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SCHEDULE I

[Permitted Free Writing Prospectus]

Filed Pursuant to Rule 433
Dated November 6, 2007
Reg. Statement: No. 333- 132807

SUMMARY TERMS AND CONDITIONS

General Electric Capital Corporation

$2,500,000,000
6.375% Fixed to Floating Rate USD Subordinated Debentures due 2067

Issuer:	General Electric Capital Corporation (the “Issuer”)
Principal Amount:	$2,500,000,000
Expected Security Ratings:	Aa1 (Moody’s) / AA+ (Standard & Poor’s)
Pricing Date:	November 6, 2007
Settlement Date:	November 15, 2007 (T+6)
Final Maturity Date:	November 15, 2067
Interest Rate:
Fixed Rate Period (from and including November 15, 2007 to but excluding November 15, 2017)
Coupon:	6.375%
Benchmark:	UST 4.750% due August 15, 2017
Benchmark Yield:	4.375%
Re-offer Spread:	Benchmark + 200 bps
Re-offer Yield:	6.375%
Interest Payment Dates:	May 15 and November 15, semi-annually in arrears, until and including November 15, 2017
First Coupon:	May 15, 2008
Day Count:	30/360
Business Days:	New York
Floating Rate Period (from and including November 15, 2017 to but excluding November 15, 2067)
Coupon (if not called):	3-month LIBOR + 228.9 bps
Interest Payment Dates:	February 15, May 15, August 15 and November 15, quarterly in arrears, commencing February 15, 2018
Day Count:	Actual/360
Business Day:	New York, London
Re-offer Price:	100.000%
Gross Spread:	0.750%
Net Proceeds to Issuer:	$2,481,250,000
Optional Deferral of Interest:	Payment of interest on the Debentures can be deferred at the option of the Issuer, on one or more occasions, for up to 10 years; interest will accrue on

	deferred interest on a compounded basis
Optional Redemption:	Any time prior to November 15, 2017 at the applicable Make-Whole Redemption Price. On and after November 15, 2017, at a redemption price equal to 100% of the principal amount of the Debentures so redeemed plus accrued and unpaid interest, including Additional Interest, if any
Tax Event Redemption:	After the occurrence of a Tax Event, and prior to November 15, 2017, at the applicable Make-Whole Redemption Price
Make-Whole Redemption Price:	An amount equal to the greater of (a) 100% of the principal amount of the Debentures to be redeemed plus accrued and unpaid interest, including deferred interest and Additional Interest, if any, to but excluding the redemption date and (b) the sum of: (i) the present value of the principal amount of the Debentures to be redeemed discounted from November 15, 2017, and (ii) the present value of each interest payment that is payable (or but for any deferral would be payable) on an Interest Payment Date after such redemption date (exclusive of interest accrued to the redemption date) to and including November 15, 2017, discounted from the relevant Interest Payment Date, in the case of each of (i) and (ii) to the redemption date on a semi-annual compounded basis, at a rate equal to the sum of (x) the Treasury Rate plus (y) in the case of a Tax Event Redemption, 50 basis points, and, in the case of a redemption for any other reason, 30 basis points and (iii) the amount of any accrued and unpaid interest (including deferred interest and Additional Interest) to but excluding the redemption date
Ranking:	Pari passu with other series of Debentures; subordinated to all Senior Indebtedness, including Subordinated Notes
Form of Debentures:	Book-entry form only, represented by one or more permanent global certificates deposited with DTC, for the accounts of its direct and indirect participants, including Clearstream and/or Euroclear, or their nominees
Use of Proceeds:	General corporate purposes
Minimum Denominations:	$5,000 and integral multiples of $1,000 in excess thereof
Listing:	None
CUSIP:	36962G3M4
Joint Bookrunners:	Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated (25% to each)

CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer or the underwriters participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free at 1-866-471-2526, J.P. Morgan Securities Inc. at 1-212-834-4533, Lehman Brothers Inc. toll-free at 1-888-603-5847, Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649or Investor Communications of the Issuer at 1-203-357-3950.

GENERAL ELECTRIC CAPITAL CORPORATION

UNDERWRITING AGREEMENT

STANDARD PROVISIONS

          From time to time, General Electric Capital Corporation, a Delaware corporation (the “Company”), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (with respect to such designated securities, the “Underwriting Agreement”). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Terms defined in the Underwriting Agreement are used herein as therein defined.

          An automatic shelf registration statement as defined in Rule 405 under the Securities Act of 1933 (the “1933 Act”) in respect of debt securities has been filed on Form S-3 with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof. The registration statement, including post-effective amendments No. 1 and No. 2 thereto, has become effective pursuant to the rules and regulations promulgated by the Commission under the 1933 Act (the “1933 Act Regulations”) and the Indenture was filed as an exhibit to the Registration Statement and has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The term “Registration Statement”, as used with respect to a particular offering of securities, means the registration statement, as deemed revised at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act as such section applies to the Company and the Underwriters for such offering of securities pursuant to Rule 430B(f)(1) and Rule 430B(f)(2) under the 1933 Act (the “Effective Time”), including (i) all documents then filed as a part thereof or incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the 1933 Act, to the extent such information is deemed, pursuant to Rule 430B(f)(1) under the 1933 Act, to be part of the Registration Statement at the Effective Time. The prospectus covering the Offered Securities in the form first used to confirm sales of the Offered Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” The “Pricing Effective Time” shall have the meaning as given in the Underwriting Agreement. The term “Preliminary Prospectus” means the preliminary prospectus relating to the Offered Securities. The term “Permitted Free Writing Prospectus” means the free writing prospectus identified in Schedule I to the Underwriting Agreement (together with the Preliminary Prospectus, the

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“Pricing Disclosure Material”). For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act. The terms “supplement and “amendment” or “amend” as used herein shall include all documents deemed to be incorporated by reference in the Preliminary Prospectus or Prospectus or Pricing Disclosure Material that are filed subsequent to the date thereof by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As used herein, the terms “Registration Statement,” “Preliminary Prospectus,” “Pricing Disclosure Material” and “Prospectus” shall include the documents, if any, incorporated by reference therein.

        1.Public Offering. The Company is advised by the Representative that the Underwriters propose to make a public offering of their respective portions of the Offered Securities as soon after this Agreement is entered into as in the Representative’s judgment is advisable. The terms of the public offering of the Offered Securities are as specified in the Underwriting Agreement.

        2.     Purchase and Delivery. Payment for the Offered Securities shall be made by wire transfer in immediately available funds (unless payment in other form or funds is specified in the Underwriting Agreement) to the account specified by the Company to the Representative the business day prior to the time of closing, on the date and at the time specified in the Underwriting Agreement, upon delivery to the nominee of The Depository Trust Company for the respective accounts of the several Underwriters of one or more global notes representing the Offered Securities.

        3.     Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following 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 Commission, and there shall have been no material adverse change in the condition of the Company and its consolidated affiliates, taken as a whole, from that set forth in the Registration Statement and the Prospectus; and the Representative shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive 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)     The Representative shall have received on and as of the Closing Date an opinion of the General Counsel, Corporate Treasury and Assistant Secretary of the Company, or other counsel satisfactory to the Representative, dated the Closing Date, to the effect that:

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        (i)      the Company has been duly incorporated and is validly existing under the laws of the State of Delaware;

        (ii)     the Company is duly qualified to transact business and is in good standing in the jurisdictions in which the conduct of its business or the ownership of its property requires such qualification;

        (iii)the Indenture has been duly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms and has qualified under the 1939 Act;

        (iv)the Offered 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 will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms and will entitle the holders thereof to the benefits of the Indenture;

        (v)     this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited under applicable law;

        (vi)     neither the execution and delivery of this Agreement nor the issuance and sale of the Offered Securities by the Company as provided herein will contravene the certificate of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law, rule or regulation (other than with respect to applicable state securities or Blue Sky laws, as to which such counsel need not express any opinion) or of any indenture, mortgage or other agreement or instrument known to such counsel by which the Company or any of its subsidiaries is bound;

        (vii)     the statements contained in the Prospectus under the captions “Description of the Debentures” and “Underwriting” fairly present the matters referred to therein;

        (viii)     each document incorporated by reference in the Prospectus which was filed pursuant to the Exchange Act (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which such counsel need not express any opinion) complied when

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so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations thereunder;

        (ix)the Registration Statement is effective under the 1933 Act and, to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission;

        (x)     the Registration Statement and the Prospectus and any supplements and amendments thereto (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Offered Securities, as to which such counsel need express no opinion) comply as to form in all material respects with the 1933 Act and the rules and regulations of the Commission thereunder; and

        (xi)     such counsel believes that (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which counsel need not express any belief) each part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to such date, at the time of the most recent such filing, and at the time of issuance of this opinion, 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, the Pricing Disclosure Material did not contain as of the Pricing Effective Time, and the Prospectus did not contain, as of its date, as the case may be, and does not contain any untrue statement of a material fact or omitted or omits 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.

        (c)     The Representative shall have received the opinion of Tax Counsel of the Company, Cahill Gordon & Reindel LLP, dated as of the Closing Date, confirming the accuracy of the information set forth under the caption “Certain U.S. Federal Income Tax Consequences” in the Prospectus.

        (d)The Representative shall have received the opinion of Davis Polk & Wardwell, counsel to the Underwriters, dated as of the Closing Date, covering the matters referred to in subparagraph (b) under the subheadings (i), (iii), (iv), (v), (vii) and (ix) above and to the following

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effect (i) the Registration Statement and the Prospectus and any supplements and amendments thereto (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Offered Securities, as to which such counsel need express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder, and (ii) nothing has come to the attention of such counsel that causes such counsel to believe that insofar as relevant to the offering of the Offered Securities, (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which counsel need not express any belief) any part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to such date, at the time of the most recent such filing, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Pricing Disclosure Material contained as of the Pricing Effective Time, and the Prospectus contained as of its date, as the case may be, or contains any untrue statement of a material fact or omitted or omits 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.

        (e)     In rendering the opinion referred to in paragraph (b) above, such counsel may state that with respect to (x) and (xi) of paragraph (b), such counsel’s opinion and belief are based upon his participation in the preparation of the Registration Statement, the Pricing Disclosure Material and the Prospectus and any amendments and supplements thereto (including documents incorporated by reference) and review and discussion of the contents thereof, but are without independent check or verification except as stated therein. In rendering the opinion referred to in paragraph (d) above, such counsel may state that with respect to (i) and (ii) of paragraph (d) above, such counsel’s opinion and belief are based upon their participation in the preparation of the Registration Statement, the Pricing Disclosure Material and the Prospectus and any amendments and supplements thereto (other than documents incorporated by reference) and upon their review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification except as stated therein. In rendering the opinions referred to in paragraphs (b) and (d) above, such counsel may state that with respect to (iv) and (v) of paragraph (b) above, such counsels’ opinions, insofar as such opinions relate to enforceability, are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to the effect of

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general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law).

        (f)     The Representative shall have received on the date hereof and on the Closing Date a letter, in form and substance satisfactory to the Representative, from KPMG LLP, independent public accountants, 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 or incorporated by reference into the Registration Statement and the Prospectus.

        4.Representations and Warranties. The Company represents and warrants to each Underwriter that

         (a)      each document filed by the Company pursuant to the Exchange Act which is incorporated by reference in the Prospectus or any Permitted Free Writing 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 and so incorporated by reference in the Preliminary Prospectus, Prospectus or any Permitted Free Writing Prospectus will comply when so filed in all material respects with the Exchange Act and the rules and regulations thereunder;

        (b)      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 Offered Securities) will on the Closing Date comply in all material respects with the Securities Act and the rules and regulations of the Commission thereunder;

        (c)      the Preliminary Prospectus filed pursuant to Rule 424 under the Securities Act complied when so filed in all material respects with the Securities Act and the rules and regulations thereunder;

        (d) 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 its date did not, and the Prospectus (as amended or supplemented) on the Closing Date 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;

        (e) there has been no material adverse change in the condition of the Company and its consolidated affiliates, taken as a whole, from that set forth in the Registration Statement, the Pricing Disclosure Material and

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the Prospectus (excluding any amendments or supplements, if any, to the Prospectus);

        (f) no event exists which would constitute an event of default under the Indenture;

        (g)      at the Pricing Effective Time, the Pricing Disclosure Material did not contain an 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 in which they were made, not misleading;

         (h)      the Registration Statement constitutes an “automatic shelf registration statement” (as defined in Rule 405 of the 1933 Act) filed within three years of the date hereof; no notice of objection of the Commission with respect to the use of the Registration Statement pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company; and the Company is a “well-known seasoned issuer” as defined in Rule 405, including not being an “ineligible issuer”, as defined in Rule 405 at the “determination dates” relevant to the offering and sale of the Offered Securities under the Registration Statement (as described in such definition); no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding, to the knowledge of the Company, for that purpose or pursuant to Section 8A of the 1933 Act has been initiated or threatened by the Commission; and

         (i)      the Company has not used any free writing prospectus other than a Permitted Free Writing Prospectus or used a Permitted Free Writing Prospectus except in compliance with Rule 433 under the 1933 Act and otherwise in compliance with the 1933 Act;

except that the representations and warranties set forth in paragraphs (a), (b), (c), (d) and (g) of this Section 4 do not apply to statements or omissions in the Registration Statement, the Prospectus or the Pricing Disclosure Material based upon information furnished to the Company in writing by any Underwriter expressly for use therein.

        5.     Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company covenants as follows:

        (a)     To furnish to the Representative, without charge, (i) upon the request of the Representative, two conformed copies of the Registration Statement (including exhibits and documents incorporated by reference), and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits but including documents incorporated by reference) and (ii) during the period mentioned in paragraph (c) below, as many copies of the Prospectus and any

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amendments or supplements thereto prepared pursuant to paragraph (c) below as the Representative may reasonably request.

        (b)     To prepare and file (or mail for filing) with the Commission pursuant to Rule 424 under the Securities Act as promptly as practicable after the execution of this Agreement, a prospectus supplement setting forth such information as is necessary so that the Prospectus, when delivered to a purchaser of the Offered Securities, will comply with law and, before amending the Registration Statement or supplementing the Prospectus with respect to the Offered Securities, to furnish the Representative a copy of each such proposed amendment or supplement.

        (c)     If, during such period after the first date of the public offering of the Offered Securities as in the opinion of Davis Polk & Wardwell a prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with law, forthwith to (i) prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representative shall furnish to the Company) to which Offered Securities may have been sold by the Representative on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus or (ii) file with the Commission such reports pursuant to the Exchange Act, or amendments to reports previously filed by the Company thereunder so that in case of either clause (i) or (ii) of this paragraph (c) the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

        (d)     To endeavor to qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) reasonably incurred in connection with such qualification and in connection with the determination of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as the Representative may so designate; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now qualified, to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now subject or to qualify the Offered Securities for offer and sale in any jurisdiction (notified to the Representative prior to the execution of the Underwriting Agreement) in which the Company is unable or unwilling to comply with disclosure or reporting requirements imposed by such jurisdiction.

        (e)     To make generally available to its security holders as soon as practicable an earnings statement (which need not be audited) covering a 8 twelve-month period beginning after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

        (f)     The Company will pay all expenses incident to the performance of its obligations under the Underwriting Agreement, including:

        (i)      The preparation and filing of the Registration Statement and all amendments thereto and the Prospectus and any amendments or supplements thereto and any Permitted Free Writing Prospectus;

        (ii)      The preparation, issuance and delivery of the Offered Securities;

        (iii)      The fees and disbursements of the Company’s independent public accountants and of the Trustee and its counsel;

        (iv)      The qualification of the Offered Securities under securities laws in accordance with the provisions of Section 3(h), including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of any Blue Sky Survey;

        (v)      The printing and delivery to the Underwriters, to the extent and in the quantities required hereby, of copies of the Registration Statement and any amendments thereto, the Pricing Disclosure Material and of the Prospectus and any amendments or supplements thereto, and the delivery by the Underwriters of the Prospectus and any amendments or supplements thereto in connection with solicitations or confirmations of sales of the Offered Securities;

        (vi)      The printing and delivery to the Underwriters of copies of the Indenture and any Blue Sky Survey;

        (vii)      Any fees charged by rating agencies for the rating of the Offered Securities;

        (viii)      The fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc.; and

        (ix)      Any advertising and other out-of-pocket expenses incurred with the approval of the Company.

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        6.Additional Covenants of the Underwriters. Each Underwriter agrees that:

        (a)      Free Writing Prospectus Use. Except as otherwise agreed by the Company with respect to a particular offering of Securities, it has not made and will not make any offer relating to the Offered Securities that would constitute a free writing prospectus, as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a free writing prospectus which is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act; provided, that, if so specified in the Agreement or the Company shall otherwise so notify the Representative in writing, the Underwriters will make no offer relating to the Offered Securities that will constitute a free writing prospectus as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus, without the prior consent of the Company. Any such material prepared by or on behalf of such Underwriter will only be used if it complies in all material respects with the requirement of the 1933 Act and the 1933 Act Regulations.

        (b)      Selling Restrictions Compliance. Each Underwriter hereby certifies that (i) such Underwriter has anti-money laundering policies and procedures in place in accordance with the requirements imposed by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, Pub. L, 107-56, 115 Stat. 380 (October 26, 2001), or any rules or regulations promulgated thereunder, and will comply with legal measures administered by the Office of Foreign Assets Control of the United States Department of the Treasury; (ii) such Underwriter has implemented an anti-money laundering compliance program pursuant to NASD Rule 3011; and (iii) such Underwriter will comply with all applicable laws and regulations in each country or jurisdiction outside of the United States in or from which it purchases, offers, sells or delivers Offered Securities or has in its possession or distributes the Prospectus for such Offered Securities or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Offered Securities under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and the Company shall have no responsibility therefor.

        7.Indemnification and Contribution. 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 or Section 20 of the 1934 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, the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Material or the

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Prospectus (if used within the period set forth in Section 3(c) 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 use therein; provided, however, that the foregoing indemnity agreement with respect to the Preliminary Prospectus (including, without limitation, any preliminary prospectus supplement or preliminary pricing supplement), any Permitted Free Writing Prospectus, the Pricing Disclosure Material or any Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Offered Securities, or any person controlling such Underwriter, if a copy of the Pricing Disclosure Material or the Prospectus (as then amended or 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 at or prior to the entry into the contract of sale of the Offered Securities to such person pursuant to Rule 159 of the 1933 Act, and if the Pricing Disclosure Material or 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 who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to each Underwriter, (i) with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, the Pricing Disclosure Material or the Prospectus or any amendments or supplements thereto and (ii) arising from any other free writing prospectus prepared by or on behalf of such Underwriter, except to the extent arising from the information furnished in writing by the Company expressly for use therein.

         In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified 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 reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, 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 the indemnified party shall have mutually agreed to the retention of such counsel or

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(ii) the named parties to any 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 (in addition to local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative in the case of parties indemnified pursuant to the second preceding paragraph and by the Company in the case of parties indemnified pursuant to the first preceding paragraph. 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 judgment 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.

         If the indemnification provided for in this Section 7 is unavailable to an indemnified party under the second or third paragraphs hereof 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 benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities, (ii) if the indemnifying party is an Underwriter, in such proportion as is appropriate to reflect the relative fault of such Underwriter on the one hand and the Company on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, or (iii) if the allocation provided by clause (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 benefits 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 benefits (in cases covered by clause (ii)) as well as any other relevant equitable considerations. The relative benefits 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 of a material fact or the 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 omission.

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        The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the 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 Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered 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. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities 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 7 are several, in proportion to the respective amounts of Offered Securities underwritten by each of such Underwriters, and not joint.

        The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Company in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities.

        8.     Termination. Unless otherwise provided in the Underwriting Agreement, this Agreement shall be subject to termination in the discretion of the Representative at any time prior to the Closing Date, by notice given by the Representative 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 Federal authorities; or (iii) there shall have occurred any material outbreak, or material escalation, of hostilities or other national or international calamity or crisis, of such magnitude and severity in its effect on the financial markets of the United States, in the reasonable judgment of the Representative, as to prevent or materially impair the marketing, or enforcement of contracts for sale, of the Offered Securities.

        If this Agreement shall be terminated by the Underwriters, or any of them, because (a) of any failure or refusal on the part of the Company to comply

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with the terms or to fulfill any of the conditions of this Agreement, or (b) for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities.

        9.     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

        10.     Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

        11.      Relationship. The Company and the Underwriters acknowledge and agree that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Underwriters have an arms-length business relationship that creates no fiduciary duty on the part of either party and each expressly disclaims any fiduciary relationship.

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EX-4.(B)

Unless this certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depository 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 since the registered owner hereof, Cede & Co., has an interest herein.

Unless and until it is exchanged in whole or in part for Debentures in definitive registered form, this registered Debenture may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

No.		$2,500,000,000
CUSIP:	36962G3M4
ISIN:	US36962G3M40
Common Code: 033091435

GENERAL ELECTRIC CAPITAL CORPORATION
6.375% Fixed to Floating Rate
USD Subordinated Debenture due 2067

PRINCIPAL AMOUNT: $2,500,000,000

MATURITY DATE: November 15, 2067, subject to earlier redemption as set forth on the reverse of this Debenture.

ISSUE DATE: November 15, 2007

INTEREST RATE:

FIXED RATE: Until November 15, 2017, 6.375% per annum.

FLOATING RATE: From and including November 15, 2017, an adjustable rate equal to 3-month LIBOR plus 2.289% per annum.

INTEREST PAYMENT DATES:

FIXED RATE PERIOD: May 15 and November 15, commencing May 15, 2008 (each a “Fixed Interest Payment Date”); provided, however, that with respect to interest accruing on this Debenture during the Fixed Rate Period, if any such Fixed Interest Payment Date is not a Business Day, then the payment of the interest payable on such date will be made on the next succeeding Business Day with the same force and effect as if made on such Fixed Interest Payment Date (and without any interest or other payment in respect of any such delay). If a redemption date falling during the Fixed Rate Period is

not a Business Day, then payment of interest on such date will be made on the next succeeding Business Day with the same force and effect as it made on such redemption date (without any interest or other payment in respect of such delay).

FLOATING RATE PERIOD: In respect of each Interest Period (as defined below) during the Floating Rate Period (as defined below), February 15, May 15, August 15, and November 15, commencing February 15, 2018 (each a “Floating Interest Payment Date”; each Floating Interest Payment Date and Fixed Interest Payment Date is referred to herein as an “Interest Payment Date”); provided, however, that with respect to interest accruing on this Debenture during the Floating Rate Period, if any Floating Interest Payment Date is not a Business Day, then the Floating Interest Payment Date will be the next succeeding Business Day unless such Business Day is in the next calendar month in which case such Floating Interest Payment Date shall be the Business Day immediately preceding such day. Notwithstanding the foregoing, if the Maturity Date or earlier redemption date falling during the Floating Rate Period is not a Business Day, then payment of interest on such date will be made on the next succeeding Business Day with the same force and effect as if made on such Maturity Date or redemption date (without any interest or other payment in respect of such delay).

DEFERRAL OF INTEREST: Scheduled interest payments on this Debenture may be deferred for a period of up to 10 consecutive years as provided on the reverse hereof.

RECORD DATES: The Business Day prior to the relevant Interest Payment Date; provided, that if this Debenture is issued in definitive fully registered form, the Record Date shall be the fifteenth calendar day before the relevant Interest Payment Date.

GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Company”), for value received, hereby promises to pay to Cede & Co., as nominee of The Depository Trust Company, or its registered assigns, the principal amount set forth above on the Maturity Date set forth above, and to pay interest thereon when due (subject to the deferral and other provisions set forth on the reverse hereof), at the interest rate described above, from and including the Issue Date of this Debenture, semi-annually in arrears with respect to interest accruing in the Fixed Rate Period and quarterly in arrears with respect to interest accruing in the Floating Rate Period, as set forth herein, until the principal hereof has been paid or duly made available for payment. Interest will accrue, notwithstanding any permitted deferral of payment, from and including the most recent Interest Payment Date, or, prior to the first Interest Payment Date, the Issue Date, to but excluding the next Interest Payment Date (without regard to any permitted deferral) or other date on which interest is due and payable in accordance with the terms of this Debenture by redemption, acceleration or maturity (each such period, an “Interest Period”). The amount of interest payable under this Debenture shall be rounded to the nearest one cent, half of one cent being rounded upwards.

          The interest paid or provided for on any Interest Payment Date will be paid to Cede & Co. or such other Person in whose name this Debenture is registered at the close of business on the Record Date next preceding such Interest Payment Date. In the event of a deferral of interest payments by the Company as set forth herein, all interest, including Additional Interest (as defined on the reverse hereof), then due shall be paid to the Person in whose name this

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Debenture is registered at the close of business on the Record Date immediately prior to the Interest Payment Date at the end of the Extension Period (as defined on the reverse hereof). Notwithstanding the foregoing, payment of interest due and payable at maturity or upon earlier redemption shall be made to the Holder entitled to payment of principal or redemption amount, as applicable. Payment of the principal of, premium, if any, and interest on this Debenture will be made at the office of the Trustee, located at 101 Barclay Street, New York, New York, 10286 in the Borough of Manhattan, The City of New York, State of New York, 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; provided, however, that payment of interest on any Interest Payment Date (other than on the Maturity Date or date of earlier redemption) may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address appears in the Debenture Register or, subject to Section 4.02 of the Indenture (as defined on the reverse hereof), at the option of any Holder of $5,000,000 or more aggregate principal amount of Debentures, by wire transfer to an account that has been designated by such Person not less than fifteen days prior to the applicable Interest Payment Date.

          This Debenture will rank pari passu with each other series of Debt Securities established under the Indenture (unless otherwise provided with respect to such series of Debt Securities) and is subordinated to the Company’s Senior Indebtedness as set forth and to the extent provided in Article Fourteen of the Indenture.

          This Debenture may be redeemed by the Company prior to the Maturity Date as provided on the reverse hereof and in the Indenture.

          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Debt Securities of each affected series at the time Outstanding. The Indenture also contains provisions permitting the registered Holders of a majority in aggregate principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive certain defaults or noncompliance under the Indenture and their respective consequences. Any such waiver shall be conclusive and binding upon Holders and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Debenture.

          No reference herein to the Indenture and no provision of this Debenture or of the Indenture 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 Debenture at the time, place and rates, and in the currency herein prescribed.

          The Debentures are issuable only in registered form without coupons in denominations of $5,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, the Debentures are exchangeable for a like aggregate principal amount of Debentures, as requested by the Holder surrendering the same.

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          As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture may be registered on the Debt Security register of the Company upon surrender of this Debenture for registration of transfer at the office of the Company in the Borough of Manhattan, The City of New York, State of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and registrar for the Debentures duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

          If an Event of Default with respect to this Debenture shall occur and be continuing, then, unless the principal of all the Debentures shall already be due and payable, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Debentures may declare the principal of all the Debentures due and payable in the manner and with the effect provided in the Indenture. Upon any such declaration the principal amount of and the accrued interest, including any Additional Interest (as defined on the reverse hereof), on all the Debentures shall become immediately due and payable.

          This Debenture shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been executed by manual signature of the Trustee under the Indenture.

          This Debenture is not a deposit in a depository institution and is not insured by the United States Federal Deposit Insurance Corporation, any other governmental agency or any other insurer.

          REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS DEBENTURE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FACE OF THIS DEBENTURE.

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          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

[Seal]		GENERAL ELECTRIC CAPITAL
		CORPORATION
		By:
			Name:
			Title:
Attest:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

          This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.

Date of Authentication:

November 15, 2007

THE BANK OF NEW YORK,
as Trustee
By:
	Authorized Signatory

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(Reverse of Debenture)

     GENERAL ELECTRIC CAPITAL CORPORATION
6.375% Fixed to Floating Rate USD Subordinated Debenture due 2067

          This Debenture is one of a duly authorized series of Debt Securities of the Company designated as its 6.375% Fixed to Floating Rate USD Subordinated Debentures due 2067 (each a “Debenture” and collectively, the “Debentures”) issued under an Indenture for Subordinated Debentures, dated as of September 1, 2006, as supplemented (the “Indenture”), between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Trustee (said trustee and any successor trustee herein referred to as the “Trustee”). The terms of this Debenture include those stated in the Indenture (and all indentures supplemental thereto) and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. Reference is hereby made to the Indenture for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Debentures and of other Debt Securities issuable under the Indenture, and the terms upon which the Debentures are, and are to be, authenticated and delivered. The definitions of terms in and the provisions of this Debenture shall modify and supplement the Indenture, solely with respect to this Debenture, to the extent permitted under the Indenture. All terms not defined in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

          After the completion of the issuance of which this Debenture is a part, the Company may, from time to time, create and issue additional Debt Securities of this series having the same terms and conditions as the Debentures in all respects, except for issue date, issue price and, if applicable, the date from which interest shall accrue or first be paid. Such additional Debt Securities will be consolidated with and will form a single series with the Debentures.

Interest

Fixed Rate

          During the period from and including the Issue Date of this Debenture to but excluding November 15, 2017 (the “Fixed Rate Period”), this Debenture will bear interest on the outstanding principal amount hereof at an annual rate equal to 6.375%, payable semi-annually in arrears (subject to any permitted deferral) on each Interest Payment Date as set forth on the face hereof.

          During the Fixed Rate Period, interest will be calculated on the basis of a 360 day year comprised of twelve 30 day months.

Floating Rate

          During the period from and including November 15, 2017 to but excluding November 15, 2067 (the “Floating Rate Period”), this Debenture will bear interest on the outstanding principal amount hereof at an adjustable rate for each quarterly period equal to 3-month LIBOR plus 2.289% per annum, payable quarterly in arrears (subject to any permitted deferral) on each Interest Payment Date as set forth on the face hereof.

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          During the Floating Rate Period, the amount of interest for each day that this Debenture is Outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect by 360 and multiplying the result by the outstanding principal amount of this Debenture. The amount of interest payable with respect to each Interest Period in the Floating Rate Period will be calculated by adding the Daily Interest Amounts for each day in such Interest Period. All percentages resulting from any interest rate calculation will be rounded upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point.

Additional Interest

          Interest that is not paid on this Debenture on the applicable Interest Payment Date will bear additional interest (“Additional Interest”) at the then applicable rate per annum for this Debenture, compounded semi-annually during the Fixed Rate Period and quarterly during the Floating Rate Period.

          The Trustee will act as paying agent (the “Paying Agent”) for the Debentures.

Calculation Agent

          Calculations relating to 3-month LIBOR will be made by a calculation agent (the “Calculation Agent”), an institution appointed by the Company as the Company’s agent for this purpose. The Calculation Agent initially is The Bank of New York. The Company may appoint a different institution to serve as Calculation Agent from time to time after the Issue Date of this Debenture, pursuant to the calculation agent agreement (the “Calculation Agreement”) with respect to this Debenture, dated as of September 15, 2006, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Calculation Agent for this Debenture, without the consent of Holders and without notifying Holders of the change. Absent manifest error, the calculations made pursuant to the Calculation Agreement will be binding on the Company and each Holder of Debentures.

Option to Defer Interest Payments

          So long as no Event of Default applicable to the Debentures has occurred and is continuing, the Company may defer all payment of interest on the Outstanding Debentures for a period (an “Extension Period”) effective for interest accruing as of the first day of any Interest Period (the “Start Date”) and extending not longer than the earlier of (a) the tenth anniversary of the Start Date, and (b) the Maturity Date for the Debentures (such final date being herein referred to as the “Maximum Extension Date”). No Extension Period shall end on a date other than an Interest Payment Date or the Maturity Date; provided that in connection with a redemption of the Debentures in whole, the Company may elect to end an Extension Period on the applicable redemption date. Until the end of any Extension Period for the Debentures (including any permitted extension thereof), no interest shall be due and payable thereon, except for interest due and payable on the Start Date with respect to the prior Interest Period. To the extent permitted by applicable law, interest on deferred amounts will accrue during an Extension Period from the first Interest Payment Date following the Start Date and will be compounded on subsequent Interest Payment Dates (semi-annually during the Fixed Rate Period or quarterly during the Floating Rate Period), at the then applicable rate of interest on this Debenture. On the Interest

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Payment Date falling at the end of an Extension Period as determined below (the “End Date”), the redemption date for all Outstanding Debentures, or the Maturity Date, as applicable, the Company will be obligated to pay all accrued and unpaid interest, including Additional Interest. Deferral for a new Extension Period (other than the extension of an existing Extension Period as described below) may occur only if all amounts due and payable on the Debentures (including Additional Interest) in respect of any previous Extension Period have been paid in full on or after the End Date for such Extension Period.

          The Company shall give the Trustee, for distribution to Holders of Debentures as of the immediately preceding Record Date, notice that the Company has elected to commence an Extension Period, such notice to be given by the Company at least five but not more than fifteen days before the Interest Payment Date relating to the first Interest Period in the Extension Period during which interest will be deferred. Such notice shall specify the Start Date and an End Date not later than the Maximum Extension Date; provided that the Company may elect to modify any End Date to an earlier or later date prior to the Maximum Extension Date in accordance with the terms set forth in the Indenture by notice given to the Trustee for distribution to the Holders described above. Notwithstanding the foregoing, in the event that the amount of interest made available to the Paying Agent is not sufficient, or if no amount is made available, to pay interest then due on any Interest Payment Date (including the End Date of an Extension Period) that is not a Maximum Extension Date, no funds shall be applied to payment of such interest by the Paying Agent and if the required amount is not provided within five days after notice from the Trustee to the Company, the full amount of interest otherwise due and payable on such Interest Payment Date shall be (a) with respect to an Interest Payment Date that does not fall within an Extension Period, deemed deferred (without any prior notice of deferral) with the preceding Interest Payment Date being the Start Date of an Extension Period having as its End Date the earlier of the next succeeding Interest Payment Date after such deemed deferral and the Maximum Extension Date, or (b) with respect to an Interest Payment Date that is an End Date, deemed further deferred by an extension of the Extension Period (without any prior notice of modification of the Extension Period) to a new End Date that shall be the earlier of the next Interest Payment Date and the Maximum Extension Date; provided, however, that the provisions of this sentence shall not apply to any interest that shall become due and payable solely by reason of a redemption of the Debentures. In the event of any deferral or extension pursuant to clause (a) or (b) of the preceding sentence, notice shall be promptly given to the Holders of the Debentures as of the close of business on the immediately preceding Record Date indicating the current amount and terms of any deferral, provided that the failure to give such notice shall not affect the rights of the Company hereunder, including, without limitation, the ability of the Company to defer interest as provided herein. In the event a sufficient amount of interest is not made available to the Paying Agent on a particular Interest Payment Date (other than the Maximum Extension Date) on which payment is otherwise due, and appropriate amounts are not provided in time to avoid initiating or extending an Extension Period, any partial amounts made available shall be delivered and held by the Trustee for application on the next date on which interest is due and payable under the terms of this Debenture or returned to the Company at its direction.

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Redemption

          This Debenture shall not be subject to redemption by the Holder or by the Company, except as provided below.

          Subject to the provisions of Article Three of the Indenture, the Debentures may be redeemed by the Company at any time prior to November 15, 2017 in whole but not in part at the Company’s option upon not less than 30 nor more than 60 days’ prior written notice mailed by first-class mail to the Trustee and to each Holder’s address, at the Make-Whole Redemption Amount (as defined below). Notwithstanding anything in the Indenture to the contrary, notice of the foregoing redemption need not set forth the redemption amount but only the manner of calculation thereof. The Company shall give the Trustee notice of the redemption amount promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

          Subject to the provisions of Article Three of the Indenture, this Debenture may be redeemed, in whole or in part, at any time on and after November 15, 2017 at the Company’s option upon not less than 30 nor more than 60 days’ prior written notice mailed by first-class mail to the Trustee and to each Holder’s registered address, at a redemption amount equal to 100% of the principal amount of this Debenture so redeemed, and accrued and unpaid interest, including Additional Interest, if any, to but not including the redemption date, provided that if this Debenture is not redeemed in whole, at least $25 million aggregate principal amount of Debentures (excluding Debentures held by the Company or any of the Company’s affiliates) must remain outstanding immediately after any such partial redemption.

          Subject to the provisions of Article Three of the Indenture, if, at any time prior to November 15, 2017, a Tax Event occurs and is continuing, the Company will, within 90 days following the occurrence of such Tax Event, elect to either (i) redeem the Debentures in whole (but not in part) on a date prior to November 15, 2017, upon not less than 30 nor more than 60 days’ prior written notice, mailed by first-class mail to the Trustee and to each Holder’s registered address, at the Make–Whole Redemption Amount (a “Tax Event Redemption”) or (ii) allow the Debentures to remain Outstanding, provided that in the case of clause (i), if at the time there is available to the Company the opportunity to eliminate, within such 90-day period, the Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similarly reasonable measure that in the Company’s sole judgment has or will cause no adverse effect on the Company, the Company will pursue such measure in lieu of redemption.

          Notwithstanding anything herein to the contrary, no redemption of the Debentures shall be made during an Extension Period other than a redemption in whole or in part on the End Date on which all accrued and unpaid interest due and payable, including any Additional Interest, has been paid on all Outstanding Debentures for all Interest Periods terminating on or prior to the redemption date.

          If less than all the Debentures are to be redeemed, the Company will give the Trustee notice not less than 60 days prior to the redemption date as to the aggregate principal amount of Debentures to be redeemed, and the Trustee shall select or cause to be selected, in such manner

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as in its sole discretion it shall deem appropriate and fair, the Debentures or portions thereof to be redeemed. A Debenture may be redeemed in part only in a principal amount equal to an authorized denomination thereof.

Redemption Procedures

          If the Company gives a notice of redemption in respect of this Debenture (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the Business Day prior to the redemption date, subject to the provisions of Sections 3.02 and 4.04 of the Indenture in the case that the Company is acting as its own Paying Agent, the Company will deposit with the Paying Agent funds sufficient to pay such amount in respect of this Debenture and will give such Paying Agent irrevocable instructions and authority to pay such amounts to the Holder of record of this Debenture upon surrender of this Debenture.

          Notwithstanding any requirements or provisions to the contrary in the Indenture, if notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of the Holder of the portion of this Debenture so called for redemption will cease, except the right of such Holder to receive the redemption amount, but without interest on such redemption amount. In the event that any redemption date of this Debenture is not a Business Day, then payment of the redemption amount will be made on the next succeeding day that is a Business Day with the same force and effect as if made on such redemption date (and without any interest or other payment in respect of any such delay). In the event that payment of the redemption amount in respect of this Debenture is improperly withheld or refused and not made by the Company, interest on this Debenture will continue to accrue and compound from the original redemption date to the date of payment.

Tax Treatment of this Debenture

          By acceptance of this Debenture, or a beneficial interest therein, the Holder and each beneficial owner of this Debenture agrees with the Company that this Debenture constitutes debt and that it will treat this Debenture as debt for United States federal, state and local tax purposes.

Governing Law

          This Debenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State.

Certain Definitions:

          “3-month LIBOR,” with respect to an Interest Period in the Floating Rate Period, means the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period that appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the second London Banking Day immediately preceding the first day of such Interest Period. If 3-month LIBOR cannot be so determined, the Calculation Agent (after consultation with the Company) will select four major banks in the London interbank market. The Calculation Agent will request that the principal London offices of those four selected banks provide their offered quotations to prime banks in the London interbank market at approximately 11:00 a.m., London time, on the second London Banking Day immediately preceding the first day of such Interest Period. These

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quotations will be for deposits in U.S. dollars for a three-month period beginning on the first day of such Interest Period. Offered quotations must be based on a principal amount that is representative of a single transaction in U.S. dollars in that market at the time. If two or more quotations are provided, 3-month LIBOR for the Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the Calculation Agent (after consultation with the Company) will select three rates quoted by three major banks in New York City, on the second London Banking Day immediately preceding the first day of such Interest Period. The rates quoted will be for loans in U.S. dollars to leading European banks for a three-month period beginning on the first day of such Interest Period. Rates quoted must be based on a principal amount that is representative of a single transaction in U.S. dollars in that market at the time. If fewer than three New York City banks are quoting rates, 3-month LIBOR for the applicable Interest Period will be the same as for the immediately preceding Interest Period, or, in the case of the first Interest Period in the Floating Rate Period, 4.8975% per annum.

          “Business Day” means 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 The City of New York or, during the Floating Rate Period, in London, England.

          “Comparable Treasury Issue” means the U.S. Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of this Debenture from the applicable redemption date to November 15, 2017 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most closely corresponding to November 15, 2017.

          “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

          “Independent Investment Banker” means one of the Reference Treasury Dealers selected by the Company, or if such firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company.

          “London Banking Day” means any day on which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

          “Make-Whole Redemption Amount” means an amount equal to the greater of (a) 100% of the principal amount of this Debenture plus accrued and unpaid interest, including deferred interest and Additional Interest, if any, to but excluding the redemption date and (b) the sum of: (i) the present value of the principal amount of this Debenture discounted from November 15, 2017, and (ii) the present value of each interest payment that is payable (or but for any deferral would be payable) on an Interest Payment Date after such redemption date (exclusive of interest accrued to the redemption date) to and including November 15, 2017, discounted from the relevant Interest Payment Date, in the case of each of (i) and (ii) to the redemption date on a semi-annual compounded basis, at a rate equal to the sum of (x) the Treasury Rate plus (y) in the

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case of a Tax Event Redemption, 50 basis points, and, in the case of a redemption for any other reason, 30 basis points and (iii) the amount of any accrued and unpaid interest (including deferred interest and Additional Interest) to but excluding the redemption date.

          “Reference Treasury Dealer” means each of (1) Goldman, Sachs & Co., Lehman Brothers Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated and their respective successors; provided,however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer and (2) one other Primary Treasury Dealer selected by the Company after consultation with the Independent Investment Banker.

          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of the principal amount, quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

          “Reuters Page LIBOR01” means the display page on Reuters (or any successor service) (“Reuters”) on page LIBOR01 or any successor page as may replace such page on such service for the purpose of displaying the London interbank offered rates of major banks for deposits in U.S. dollars.

          “Tax Action” means any of (a) an amendment to, change in or announced proposed change in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, (b) a judicial decision interpreting, applying, or clarifying such laws or regulations, (c) an administrative pronouncement or action that represents an official position (including a clarification of an official position) of the governmental authority or regulatory body making such administrative pronouncement or taking such action, or (d) a threatened challenge asserted in connection with an audit of the Company or any of the Company’s affiliates, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that have substantial similarities to this Debenture, which amendment or change is adopted or which proposed change, decision or pronouncement is announced or which action, clarification or threatened challenge occurs on or after the Issue Date of this Debenture.

          “Tax Event” means that the Company shall have requested and received an opinion of nationally recognized independent tax counsel experienced in such matters to the effect that as a result of a Tax Action there is more than an insubstantial risk that all or any portion of the interest payable by the Company with respect to the Debentures is not, or will not be, deductible as accrued by the Company for United States federal income tax purposes. For purposes of this definition, the time when interest accrues shall be determined under the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder, all as in effect as of the Issue Date of this Debenture.

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           “Treasury Rate” means the yield, under the heading that represents the average for the week immediately prior to the applicable redemption date, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities,” for the maturity corresponding to the Comparable Treasury Issue (if there is no Comparable Treasury Issue with a maturity within three months before or after November 15, 2017, yields for the two published maturities most closely corresponding to November 15, 2017 will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month). If such release (or any successor release) is not published during the week preceding the applicable redemption date or does not contain such yields, “Treasury Rate” means the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third Business Day preceding the redemption date.

          The interest rate on the Debentures will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

          References to “days” in this Debenture are to calendar days.

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______________________________________

          The following abbreviations, when used in the inscription on the face of the within Debenture, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by their entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT -		Custodian		under
	(Cut)		(Minor)

Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

______________________________________

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

(Please insert social security or other identifying number of Assignee)

(Name and address of Assignee, including zip code, must be printed or

typewritten.)

the within Debenture, and all rights thereunder, hereby irrevocably constituting and appointing

to transfer the said Debenture on the books of the Company, with full power of substitution in the premises.

Date: _____________

Signature:  

NOTICE: The signature to this assignment

must correspond with the name as it appears

upon the face of the within Debenture in every

particular, without alteration or enlargement or

any change whatever.

Signature(s) Guaranteed: _____________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

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EX-8

[Letterhead of Cahill Gordon & Reindel LLP]

EXHIBIT 8

(212) 701-3000

November 15, 2007

General Electric Capital
   Corporation
260 Long Ridge Road
Stamford, CT 06927-1600

Re:	General Electric Capital Corporation
	$2,500,000,000 6.375% Fixed to Floating Rate
	USD Subordinated Debentures due 2067

Ladies and Gentlemen:

          We have acted as special U.S. federal income tax counsel to General Electric Capital Corporation, a Delaware corporation (“GE Capital”), in connection with its offering of $2,500,000,000 aggregate principal amount of 6.375% Fixed to Floating Rate USD Subordinated Debentures due 2067 (the “Debentures”) pursuant to a registration statement on Form S-3 (No. 333-132807), as amended (the “Registration Statement”), filed with the Securities Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Debentures are being issued under an Indenture for Subordinated Debentures, dated as of September 1, 2006, between GE Capital and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Indenture”).

          In connection with our opinion, we have reviewed and relied upon (1) the Registration Statement; (2) the base prospectus dated November 6, 2007 (the “Base Prospectus”); (3) the prospectus supplement dated November 6, 2007 (the “Prospectus Supplement,” and collectively with the Base Prospectus, the “Prospectus”); (4) the Indenture; (5) the Underwriting Agreement, dated as of November 6, 2007, between GE Capital and Lehman Brothers Inc. (“Lehman”), on behalf of itself and the other Underwriters named therein (the “Underwriting Agreement”); (6) the Replacement Covenant, dated as of November 15, 2007, by GE Capital for the benefit of the holders of certain indebtedness of GE Capital (the “Replacement Covenant”); (7) the agreement between GE Capital and General Electric Company (“GE Company”), dated as of September 15, 2006, regarding Section 4.06 of the Indenture (the “Dividend Agreement”); (8) the agreement by GE Company to provide financial support to GE Capital, dated as of March 28, 1991 (the “Support Agreement”); (9) representation letters from GE Capital and Lehman dated as of the date hereof (the “Representation Letters”); (10) all pertinent attachments and exhibits to the foregoing; and (11) such other documents, certificates, and records as we have deemed necessary or appropriate for purposes of our opinion.

          In rendering our opinion, we have assumed that (1) each of the Indenture, Underwriting Agreement, Replacement Covenant, Dividend Agreement, and Support Agreement (collectively, the “Financing Documents”) constitutes a legal, valid, and binding agreement enforceable against each party thereto (and by any third-party beneficiaries thereof) in accordance with its terms; (2) each of the statements and representations in the Representation Letters, without regard to any qualification as to knowledge or belief, are and will remain true, correct, and complete; (3) the factual information contained in the Prospectus and the Registration Statement, including the factual information incorporated therein by reference, is true, correct, and complete in all material respects as if made on the date hereof; (4) the ownership of the Debentures and the ownership of the common stock of GE Company will not be substantially proportional; (5) all obligations imposed on, or covenants agreed to, by the parties pursuant to the Financing Documents have been or will be performed or satisfied in accordance with their terms; and (6) the Debentures will be valid and legally enforceable as indebtedness under applicable New York law. We have also assumed the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of any such copies.

          Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein:

          1.      We are of the opinion that, although the matter is not free from doubt, and there is no authority directly on point, the Debentures will be treated as indebtedness of GE Capital for U.S. federal income tax purposes.

          2.      To the extent that the discussion in the Prospectus Supplement under the heading “Certain U.S. Federal Income Tax Consequences” contains statements of law or legal conclusions, such statements constitute the opinion of Cahill Gordon & Reindel LLP.

          Our opinion is based upon existing statutory, regulatory, and judicial authority as of the date hereof, any of which may be changed at any time with retroactive effect. Our opinion is limited in scope to the U.S. federal income tax matters specifically addressed herein, and is not binding on the Internal Revenue Service or a court of law. Further, our opinion is based solely on information provided and representations made to us, as well as the assumptions set forth above. Our opinion cannot be relied upon if any of such information, representations, or assumptions are, or later become, inaccurate, incorrect, or incomplete in any material respect.

          We consent to the filing of this opinion as Exhibit 8 to the Registration Statement, and to the use of our name under the headings “Certain U.S. Federal Income Tax Consequences” and “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Cahill Gordon & Reindel LLP

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EX-99

EXHIBIT 99

Replacement Covenant, dated as of November 15, 2007 (this “Replacement Covenant”), by General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

Recitals

          A.      On the date hereof, the Corporation is issuing $2,500,000,000 aggregate principal amount of 6.375% Fixed to Floating Rate USD Subordinated Debentures due 2067 (collectively, the “Subordinated Debentures”).

          B.      This Replacement Covenant is the “Replacement Covenant” referred to in the Prospectus, dated November 6, 2007, relating to the Subordinated Debentures.

          C.      The Corporation is entering into and disclosing the content of this Replacement Covenant in the manner provided below with the intent that the covenants provided for in this Replacement Covenant be enforceable by each Covered Debtholder and that the Corporation be estopped from disregarding the covenants in this Replacement Covenant, in each case to the fullest extent permitted by applicable law.

          D.      The Corporation acknowledges that reliance by each Covered Debtholder upon the covenants in this Replacement Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this Replacement Covenant, each Covered Debtholder would have sustained an injury as a result of its reliance on such covenants.

          NOW, THEREFORE, the Corporation hereby covenants and agrees as follows in favor of and for the benefit of each Covered Debtholder.

          SECTION 1. Definitions. Capitalized terms used in this Replacement Covenant (including the Recitals) have the meanings set forth in Schedule I hereto.

          SECTION 2. Limitations on Redemption and Repurchase of Subordinated Debentures. The Corporation hereby promises and covenants to and for the benefit of each Covered Debtholder that neither the Corporation nor any of its Subsidiaries shall repay, redeem or purchase all or any part of the Subordinated Debentures on or before November 15, 2037 except to the extent that (a) the principal amount repaid or the applicable redemption or purchase price does not exceed the sum of the following amounts:

          (i)      the Applicable Percentage of the aggregate amount of (A) net cash proceeds received by the Corporation and its Subsidiaries from the sale of Common Stock and rights to acquire Common Stock and (B) the Market Value of any Common Stock that the Corporation and its Subsidiaries have issued in connection with the conversion or exchange of any convertible or exchangeable securities, other than securities for which the Corporation or any of its Subsidiaries has received equity credit from any NRSRO; plus

          (ii)      100% of the aggregate amount of net cash proceeds received by the Corporation and its Subsidiaries from the sale of Mandatorily Convertible Preferred Stock and Debt Exchangeable into Equity to Persons other than the Corporation and its Subsidiaries; plus

          (iii)      100% of the aggregate amount of net cash proceeds received by the Corporation and its Subsidiaries from the sale of Qualifying Securities to Persons other than the Corporation and its Subsidiaries;

in each case within the applicable Measurement Period (without double counting proceeds received in any prior Measurement Period) to Persons other than the Corporation and its Subsidiaries or

           (b)      the Subordinated Debentures are exchanged for (i) at least an equal aggregate principal amount of Qualifying Debt Securities or aggregate liquidation preference of Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock and/or (ii) consideration that includes Common Stock with a Market Value equal to at least 1 divided by the Applicable Percentage (expressed as a percentage) of the aggregate principal amount of Subordinated Debentures that are exchanged. For purposes of this Replacement Covenant, the term “repay” includes the defeasance by the Corporation of the Subordinated Debentures as well as the satisfaction and discharge of its obligations under the Indenture with respect to the Subordinated Debentures.

          SECTION 3. Covered Debt.

          (a)      The Corporation represents and warrants that the Initial Covered Debt is Eligible Debt.

          (b)      On or during the 30-day period immediately preceding any Redesignation Date with respect to the Covered Debt then in effect, the Corporation shall identify the series of Eligible Debt that will become the Covered Debt on and after such Redesignation Date in accordance with the following procedures:

          (i)      the Corporation shall identify each series of its then outstanding long-term indebtedness for money borrowed that is Eligible Debt;

          (ii)      if only one series of the Corporation’s then outstanding long-term indebtedness for money borrowed is Eligible Debt, such series shall become the Covered Debt commencing on the related Redesignation Date;

          (iii)      if the Corporation has more than one outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, then the Corporation shall identify the series that has the latest occurring final maturity date as of the date the Corporation is applying the procedures in this Section 3(b) and such series shall become the Covered Debt on the related Redesignation Date;

          (iv)      the series of outstanding long-term indebtedness for money borrowed that is determined to be Covered Debt pursuant to clause (ii) or (iii) above shall be the

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Covered Debt for purposes of this Replacement Covenant for the period commencing on the related Redesignation Date and continuing to but not including the Redesignation Date as of which a new series of outstanding long-term indebtedness is next determined to be the Covered Debt pursuant to the procedures set forth in this Section 3(b); and

          (v)      in connection with such identification of a new series of Covered Debt, the Corporation shall give the notice provided for in Section 3(c) within the time frame provided for in such section.

          (c)      Notice. In order to give effect to the intent of the Corporation described in Recital C, the Corporation covenants that (i) simultaneously with the execution of this Replacement Covenant or as soon as practicable after the date hereof with respect to the Initial Covered Debt, and (ii) in the event that indebtedness becomes Covered Debt or ceases to be Covered Debt and remains outstanding (“Changed Status Debt”) within 30 days of such changed status, it shall (A) give notice to the Holders of the Initial Covered Debt or Changed Status Debt, as applicable, in the manner provided in the indenture or other governing documentation relating to such Covered Debt, of this Replacement Covenant and the rights granted to such Holders hereunder, or in the case of Changed Status Debt that is no longer Covered Debt, the rights that are terminating, and (B) if the Initial Covered Debt or Changed Status Debt, as applicable, includes securities issued in the United States, the Corporation shall file a Form 8-K under the Securities Exchange Act, and if the Initial Covered Debt or Changed Status Debt includes securities issued outside of the United States listed on an offshore exchange, the Corporation shall file an informational report with such exchange, in each case containing a description of the covenant set forth in Section 2 and an identification of the applicable Covered Debt as of the date of such filing or report. In addition, the Corporation shall (i) post on its website a description of the covenant set forth in Section 2 identifying the indebtedness of the Corporation that is Covered Debt from time to time, (ii) if Bloomberg or other similar third-party vendor the Corporation reasonably believes is appropriate that is making available to the marketplace information with respect to securities that are Covered Debt by posting such information on an electronically accessible screen (each an “Investor Screen”), to the extent permitted by said vendor by issuer request, cause a notation to be included on each such Investor Screen identifying the relevant series of indebtedness of the Corporation that is Covered Debt from time to time as Covered Debt for purposes of this Replacement Covenant and cause a hyperlink to a definitive copy of this Replacement Covenant to be included on the Investor Screen for each series of Covered Debt (but only so long as such series is Covered Debt) and (iii) promptly upon request by any Holder of Covered Debt, provide such Holder with an executed copy of this Replacement Covenant.

          SECTION 4. Termination, Amendment and Waiver.

          (a)      The obligations of the Corporation pursuant to this Replacement Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) November 15, 2037,or if earlier, the date on which the Subordinated Debentures are otherwise paid, redeemed, defeased or purchased in full in compliance with this Replacement Covenant, (ii) the date, if any, on which the Holders of a majority by principal amount of the then-effective series of Covered Debt consent or agree in writing to the termination of this Replacement Covenant and the obligations of the Corporation hereunder, (iii) the date on which the

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Corporation does not have any series of outstanding Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (b) of the definition of each such term)and (iv) the date on which the Subordinated Debentures are accelerated as a result of an event of default under the related indenture. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Covenant shall be of no further force and effect.

          (b)      This Replacement Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation with the consent of the Holders of a majority by principal amount of the then-effective series of Covered Debt, provided that this Replacement Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation (and without the consent of the Holders of the then-effective series of Covered Debt) if (i) such amendment or supplement eliminates Common Stock, Qualifying Warrants, Debt Exchangeable for Common Stock and/or Mandatorily Convertible Preferred Stock as a Replacement Security, if after the date of this Replacement Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that there is more than an insubstantial risk that failure to eliminate Common Stock, Qualifying Warrants, Debt Exchangeable for Common Stock and/or Mandatorily Convertible Preferred Stock as a Replacement Security would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States, (ii) such amendment or supplement is not adverse to the Holders of the then-effective series of Covered Debt and the Corporation has delivered to the Holders of the then-effective series of Covered Debt in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt a written certificate to that effect, or (iii) the effect of such amendment or supplement is solely to impose additional restrictions on, or eliminate certain of, the types of securities qualifying as Replacement Securities (other than the securities covered by clause (i) above), and the Corporation has delivered to the Holders of the then-effective series of Covered Debt in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt a written certificate to that effect.

          (c)      For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement the obligations of the Corporation under this Replacement Covenant shall be the Holders of the then-effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

          SECTION 5. Miscellaneous.

          (a)      This Replacement Covenant shall be governed by and construed in accordance with the laws of the State of New York.

          (b)      This Replacement Covenant shall be binding upon the Corporation and its successors and assigns and shall inure to the benefit of the Covered Debtholders as they exist from time to time (it being understood and agreed by the Corporation that (i) if any Person who is a Covered Debtholder at the time such Person initiates a claim or proceeding to enforce its

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rights under this Replacement Covenant after the Corporation has violated its covenants in Section 2 and before the series of long-term indebtedness for money borrowed held by such Person is no longer Covered Debt, such Person’s rights under this Replacement Covenant shall not terminate by reason of such series of long-term indebtedness for money borrowed no longer being Covered Debt until the termination of such claim or proceeding and (ii) if at any time the Covered Debt is held by a trust that is formed for the purpose of holding only such Covered Debt, a holder of the securities of such trust may institute a legal proceeding directly against the issuer for the enforcement of this Replacement Covenant, and such securities shall be deemed to be “Covered Debt” so long as such trust holds only Covered Debt). Except as specifically provided herein, this Replacement Covenant shall have no other beneficiaries, and no other Persons are entitled to rely on this Replacement Covenant.

          (c)      All demands, notices, requests and other communications to the Corporation under this Replacement Covenant shall be deemed to have been duly given and made if in writing and (i) if served by personal delivery upon the Corporation, on the day so delivered (or, if such day is not a Business Day, the next succeeding Business Day), (ii) if delivered by registered post or certified mail, return receipt requested, or sent to the Corporation by a national or international courier service, on the date of receipt by the Corporation (or, if such date of receipt is not a Business Day, the next succeeding Business Day), or (iii) if sent by telecopier, on the day telecopied, or if not a Business Day, the next succeeding Business Day, provided that the telecopy is promptly confirmed by telephone confirmation thereof, and in each case to the Corporation at the address set forth below, or at such other address as the Corporation may thereafter notify to Covered Debtholders or post on its website as the address for notices under this Replacement Covenant:

General Electric Capital Corporation
201 High Ridge Road
Stamford, Connecticut 06927
Attention: Senior Vice President, Corporate Treasury and Global Funding Operation
Facsimile No: (203) 585-1191

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IN WITNESS WHEREOF, the Corporation has caused this Replacement Covenant to be executed by its duly authorized officer, 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

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Schedule 1

Definitions

          “Alternative Payment Mechanism” means, with respect to any Qualifying Securities, provisions in the related transaction documents that require the issuer, in its discretion, to issue (or use Commercially Reasonable Efforts to issue) one or more types of APM Qualifying Securities raising eligible proceeds at least equal to the deferred Distributions on such Qualifying Securities and apply the proceeds to pay unpaid Distributions on such Qualifying Securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which the Corporation pays current Distributions on such Qualifying Securities and (y) the fifth anniversary of the commencement of such deferral period, and that:

          (a) define “eligible proceeds” to mean, for purposes of such Alternative Payment Mechanism, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale) that the Corporation has received during the 180 days prior to the related Distribution Date from the issuance of APM Qualifying Securities to Persons other than the Corporation or its Subsidiaries, up to the Preferred Cap (as defined in clause (d) below) in the case of APM Qualifying Securities that are Qualifying Non-Cumulative Preferred Stock;

          (b) permit the Corporation to pay current Distributions on any Distribution Date out of any source of funds but prohibit the Corporation from paying deferred Distributions out of any source of funds other than eligible proceeds;

          (c) if deferral of Distributions continues for more than one year, require the Corporation not to repay, redeem or repurchase any securities that rank pari passu with or junior to any APM Qualifying Securities the proceeds of which were used to settle deferred Distributions in respect of that deferral period until at least one year after all deferred Distributions have been paid (a “Repurchase Restriction”);

          (d) limit the obligation of the Corporation to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities:

          (A) that are Common Stock and Qualifying Warrants to settle deferred Distributions pursuant to the Alternative Payment Mechanism either (x) during the first five years of any deferral period or (y) before an anniversary of the commencement of any deferral period that is not earlier than the fifth such anniversary and not later than the ninth such anniversary (as designated in the terms of such Qualifying Securities) with respect to deferred Distributions attributable to the first five years of such deferral period, either:

          (i)      to an aggregate amount of such securities, the net proceeds from the issuance of which is equal to 2% of the product of the average of the current Market Value of the Common Stock on the ten consecutive trading days ending on the fourth trading day immediately preceding the date of issuance multiplied by the total number of issued and outstanding

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shares of Common Stock as of the date of the Corporation’s most recent publicly available consolidated financial statements; or

          (ii)      to a number of shares of Common Stock and shares purchasable upon exercise of Qualifying Warrants, in the aggregate, not in excess of 2% of the outstanding number of shares of Common Stock (the “Common Cap”);

provided that the Common Cap need not apply to Qualifying Securities that contain a Mandatory Trigger Provision that requires the issuance and sale of APM Qualifying Securities within one year of a failure to satisfy one or more financial tests set forth in the terms of such securities or related transaction documents; and

          (B) to in the case of APM Qualifying Securities that are Qualifying Non-Cumulative Preferred Stock, an amount from the issuance thereof pursuant to the related Alternative PaymentMechanism (including at any point in time from all prior issuances thereof pursuant to such Alternative Payment Mechanism) equal to 25% of the liquidation or principal amount of the Qualifying Securities that are the subject of the related Alternative Payment Mechanism (the “Preferred Cap”);

          (e) in the case of Qualifying Securities other than Non-Cumulative preferred stock of the Corporation, include a Limitation on Distributions in Bankruptcy Provision; and

          (f) permit the Corporation, at its option, to provide that if the Corporation is involved in a merger, consolidation, amalgamation, binding share exchange or conveyance, transfer or lease of assets substantially as an entirety to any other person or a similar transaction (a “business combination”) where immediately after the consummation of the business combination more than 50% of the surviving or resulting entity’s voting stock is owned by the shareholders of the other party to the business combination, then clauses (a), (b) and (c) above will not apply to any deferral period that is terminated on the next Distribution Date following the date of consummation of the business combination;

provided (and it being understood) that:

          (a) the Alternative Payment Mechanism may at the discretion of the Corporation include a share cap limiting the issuance of APM Qualifying Securities consisting of Common Stock and Qualifying Warrants, in each case to a maximum issuance cap to be set at the discretion of the Corporation; provided that such maximum issuance cap will be subject to (i) the Corporation’s agreement to use commercially reasonable efforts to increase the maximum issuance cap when reached and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in shares of Common Stock or (ii) if the Corporation cannot increase the maximum issuance cap as contemplated in the preceding clause, by requesting its board of directors to adopt a resolution for a shareholder vote at the next occurring annual shareholders meeting to increase the number of shares of the

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Corporation’s authorized Common Stock for purposes of satisfying its obligations to pay deferred Distributions;

          (b) the Corporation shall not be obligated to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities for so long as a Market Disruption Event has occurred and is continuing;

          (c) if, due to a Market Disruption Event or otherwise, the Corporation is able to raise and apply some, but not all, of the eligible proceeds necessary to pay all deferred Distributions on any Distribution Date, the Corporation will apply any available eligible proceeds to pay accrued and unpaid Distributions on the applicable Distribution Date in chronological order subject to the Common Cap, the Preferred Cap, and any maximum issuance cap referred to above, as applicable; and

          (d) if the Corporation has outstanding more than one class or series of securities under which it is obligated to sell a type of APM Qualifying Securities and apply some part of the proceeds to the payment of deferred Distributions, then on any date and for any period the amount of net proceeds received by the Corporation from those sales and available for payment of deferred Distributions on such securities shall be applied to such securities on a pro rata basis up to theCommon Cap, the Preferred Cap and any maximum issuance cap referred to above, as applicable, in proportion to the total amounts that are due on such securities.

          “APM Qualifying Securities” means, with respect to an Alternative Payment Mechanism, any Debt Exchangeable for Preferred Equity or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision or for any Debt Exchangeable for Preferred Equity):

(a) Common Stock; or

(b) Qualifying Warrants; and

(c) Qualifying Non-Cumulative Preferred Stock;

provided that if the APM Qualifying Securities for any Alternative Payment Mechanism, any Debt Exchangeable for Preferred Equity or any Mandatory Trigger Provision include both Common Stock and Qualifying Warrants, such Alternative Payment Mechanism, Debt Exchangeable for Preferred Equity or Mandatory Trigger Provision may permit, but need not require, the Corporation to issue Qualifying Warrants.

          “Applicable Percentage” means 200% with respect to any repayment, redemption or repurchase prior to the Termination Date.

          “Business Day” means each day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed. “Commercially Reasonable Efforts” means, for purposes of selling APM Qualifying Securities, commercially reasonable efforts to complete the offer and

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sale of APM Qualifying Securities to third parties that are not Subsidiaries of the Corporation in public offerings or private placements. The Corporation shall not be considered to have made Commercially Reasonable Efforts to effect a sale of APM Qualifying Securities if it determines not to pursue or complete such sale due to pricing, coupon, dividend rate or dilution considerations.

          “Commission” means the United States Securities and Exchange Commission.

          “Common Stock” means common stock of the Corporation (including common stock and rights to acquire common stock issued pursuant to the Corporation’s dividend reinvestment plan and employee benefit plans).

          “Corporation” has the meaning specified in the introduction to this instrument.

          “Covered Debt” means (a) at the date of this Replacement Covenant and continuing to but not including the first Redesignation Date, the Initial Covered Debt and (b) thereafter, commencing with each Redesignation Date and continuing to but not including the next succeeding Redesignation Date, the Eligible Debt identified pursuant to Section 3(b) as the Covered Debt for such period.

          “Covered Debtholder” means each Person (whether a Holder or a beneficial owner holding through a participant in a clearing agency) that buys, holds or sells long-term indebtedness for money borrowed of the Corporation during the period that such long-term indebtedness for money borrowed is Covered Debt.

          “Debt Exchangeable for Equity” means Debt Exchangeable for Common Equity or Debt Exchangeable for Preferred Equity.

          “Debt Exchangeable for Common Equity” means a security or combination of securities (together in this definition, “such securities”) that:

          (a) gives the holder a beneficial interest in (i) a fractional interest in a stock purchase contract for shares of Common Stock that will be settled in three years or less, with the number of shares of Common Stock purchasable pursuant to such stock purchase contract to be within a range established at the time of issuance of such debt securities, subject to customary anti-dilution adjustments, and (ii) debt securities of the Corporation that are not redeemable at the option of the issuer or the holder thereof prior to the settlement of the stock purchase contract;

          (b) provides that the investors directly or indirectly grant to the Corporation a security interest in such debt securities and their proceeds (including any substitute collateral permitted under the transaction documents) to secure the investors’ direct or indirect obligation to purchase Common Stock pursuant to such stock purchase contract;

          (c) includes a remarketing feature pursuant to which the debt securities of the Corporation are remarketed to new investors commencing not later than three business days prior to the settlement date of the purchase contract; and

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          (d) provides for the proceeds raised in the remarketing to be used to purchase Common Stock under the stock purchase contract and, if there has not been a successful remarketing by the settlement date of the stock purchase contract, provides that the stock purchase contract will be settled by the Corporation exercising its remedies as a secured party with respect to its debt securities or other collateral directly or indirectly pledged by investors in the Debt Exchangeable for Common Equity.

          “Debt Exchangeable for Preferred Equity” means a security or combination of securities (together in this definition, “such securities”) that:

          (a) gives the holder a beneficial interest in (i) subordinated debt securities of the Corporation that (A) include a provision requiring the Corporation to issue (or use Commercially Reasonable Efforts to issue) one or more types of APM Qualifying Securities raising proceeds at least equal to the deferred Distributions on such subordinated debt securities commencing not earlier than the fifth anniversary of the commencement of such deferral period and (2) are the most junior subordinated debt of the Corporation (or rank pari passu with the most junior subordinated debt of the Corporation) (in this definition, “subordinated debt”) and (ii) a fractional interest in a stock purchase contract for a share of Qualifying Non-Cumulative Preferred Stock (provided that as used in this definition of “Debt Exchangeable for Preferred Equity,” all terms of the definition of “Qualifying Non-Cumulative Preferred Stock” shall apply except that such preferred stock need not rank pari passu with or junior to all other preferred stock of the Corporation);

          (b) provides that the investors directly or indirectly grant to the Corporation a security interest in such subordinated debt securities and their proceeds (including any substitute collateral permitted under the transaction documents) to secure the investors’ direct or indirect obligation to purchase Qualifying Non-Cumulative Preferred Stock pursuant to such stock purchase contracts;

          (c) includes a remarketing feature pursuant to which the subordinated debt of the Corporation is remarketed to new investors commencing not later than the first Distribution Date that is at least five years after the date of issuance of such securities or earlier in the event of an early settlement event based on: (i) the dissolution of the issuer of such Debt Exchangeable for Preferred Equity or (ii) one or more financial tests set forth in the terms of the instrument governing such Debt Exchangeable for Preferred Equity;

          (d) provides for the proceeds raised in the remarketing to be used to purchase Qualifying Non-Cumulative Preferred Stock under the stock purchase contracts and, if there has not been a successful remarketing by the first Distribution Date that is six years after the date of issuance of such securities, provides that the stock purchase contracts will be settled by the Corporation exercising its remedies as a secured party with respect to its subordinated debt securities or other collateral directly or indirectly pledged by investors in such Debt Exchangeable for Preferred Equity;

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          (e) provides for dividend payments on such preferred stock at an annual rate that is not greater than the annual rate of the sum of the interest payments on the subordinated debt and any contract payments payable by the Corporation on the stock purchase contracts;

           (f) is subject to a replacement covenant substantially similar to this Replacement Covenant that will apply to such securities and Qualifying Non-Cumulative Preferred Stock, and the Replacement Covenant will not include Debt Exchangeable for Equity as a Replacement Security; and

          (g) after the issuance of such preferred stock, provides the holders of such securities with a beneficial interest in such preferred stock.

          “Distribution Date”means, as to any securities or combination of securities, the dates on which periodic Distributions on such securities are scheduled to be made.

          “Distribution Period”means, as to any securities or combination of securities, each period from and including a Distribution Date for such securities to but not including the next succeeding Distribution Date for such securities.

          “Distribution Rate Step-Up”means any future increase (as specified in the documentation applicable to such securities at the time of issuance) in the fixed rate or floating rate calculation pursuant to which Distributions accrue or are paid that is over the fair market rate calculation made at the time of issuance of such securities, including (i) in the case of any fixed rate securities, any increase in the interest rate above the initial interest rate for such securities, (ii) in the case of any floating rate securities, any increase in the spread over the applicable index above the initial spread for such securities, and (iii) in the case of any fixed-to-floating rate securities, a spread over the applicable index during the floating rate period that exceeds the initial swap-equivalent spread for the initial fixed rate on the securities (but not including an increase in the rate of Distributions solely because (x) the index used in calculating a floating rate increases, or (y) the rate changes from a fixed rate to a floating rate. “Distributions” means, as to a security or combination of securities, dividends, interest payments or other income distributions to the holders thereof that are not Subsidiaries of the Corporation.

          “Eligible Debt” means, at any time, Eligible Subordinated Debt or, if no Eligible Subordinated Debt is then outstanding, Eligible Senior Debt.

          “Eligible Senior Debt” means, at any time in respect of any issuer, each series of outstanding unsecured long-term indebtedness for money borrowed of such issuer that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks most senior among the issuer’s then outstanding classes of unsecured indebtedness for money borrowed, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding senior long-term indebtedness for money borrowed that satisfies the requirements of clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or

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distribution agents. For purposes of this definition as applied to securities with a CUSIP, ISIN or Common Code number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP, ISIN or Common Code number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

          “Eligible Subordinated Debt” means, at any time in respect of any issuer, each series of the issuer’s then-outstanding unsecured long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks senior to the Subordinated Debentures and subordinate to the issuer’s then outstanding series of unsecured indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP, ISIN or Common Code number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP, ISIN or Common Code number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

          “Holder” means, as to the Covered Debt then in effect, each holder of such Covered Debt as reflected on the securities register maintained by or on behalf of the Corporation with respect to such Covered Debt.

          “Initial Covered Debt” means the Corporation’s 4.125% Fixed Rate Subordinated Notes Due September 19, 2035 issued in the aggregate principal amount of €750,000,000.

          “Intent-Based Replacement Disclosure” means, as to any security or combination of securities issued, directly or indirectly, by the Corporation, that the Corporation has publicly stated its intention, either in the prospectus or other offering document under which such securities were initially offered for sale or in filings with the Commission made by the Corporation under the Securities Exchange Act prior to or contemporaneously with the issuance of such securities, that the Corporation and its Subsidiaries will repay, redeem or repurchase such securities only if it has received an amount of net proceeds at least equal to the redemption price or purchase price, as the case may be, of such securities from the issuance of Qualifying Securities that have terms and provisions at the time of repayment, redemption or purchase that are as or more equity-like than the securities being repaid, redeemed or purchased, within 180 days prior to the applicable redemption or repurchase date; provided that the terms of such security or combination of securities do not provide for a Distribution Rate Step-Up that occurs prior to the Termination Date.

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          “Limitation on Distributions in Bankruptcy Provision” means, with respect to any securities (other than Non-Cumulative preferred stock of the Corporation), provisions in the terms thereof or of the related transaction documents that upon any liquidation, dissolution, winding up, reorganization or in connection with any insolvency, receivership or proceeding under any bankruptcy law with respect to the Corporation, limit the claim of the holders of such securities to Distributions that accumulate during (a) any deferral period, in the case of Qualifying Securities that have an Alternative Payment Mechanism or (b) any period in which the issuer fails to satisfy one or more financial tests set forth in the terms of such securities or related transaction documents, in the case of Qualifying Securities having a Mandatory Trigger Provision, to (i) 25% of the principal amount of such securities then outstanding in the case of securities not permitting the issuance and sale of Qualifying Non-Cumulative Preferred Stock pursuant to an Alternative Payment Mechanism or (ii) the first two years of accumulated and unpaid Distributions (including compounded amounts thereon) in all other cases.

          “Mandatorily Convertible Preferred Stock” means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock, subject to customary anti-dilution adjustments.

          “Mandatory Trigger Provision” means, with respect to any securities, provisions in the terms thereof or of the related transaction documents that (a) (i) include an Alternative Payment Mechanism; provided that the APM Qualifying Securities are required to be issued and proceeds thereof applied to unpaid Distributions on Qualifying Securities in accordance with the Alternate Payment Mechanism within two years of a failure by the issuer to satisfy one or more financial tests set forth in the terms of such securities or related transaction documents and the Corporation is prohibited from paying deferred Distributions out of any source of funds other than eligible proceeds upon such failure; or (ii) in the case of Non-Cumulative perpetual preferred stock, include provisions that, during any period that the Corporation has failed to satisfy any of such financial tests, prohibit the issuer of such security or combination of securities from paying any deferred Distributions in an amount exceeding the “eligible proceeds” (as defined in the definition of “Alternative Payment Mechanism”) of the sale of APM Qualifying Securities; (b) prohibit the issuer of such securities from redeeming or purchasing any of its securities ranking upon the liquidation, dissolution or winding up of the Corporation junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to settle deferred interest during the relevant deferral period prior to the date six months after the issuer applies the net proceeds of the sale of such APM Qualifying Securities to pay such deferred Distributions in full; and (c) include an Optional Deferral Provision. No remedy other than Permitted Remedies will arise by the terms of such securities or related transaction documents in favor of the holders of such securities as a result of the issuer’s failure to pay Distributions because of the Mandatory Trigger Provision or as a result of the issuer’s exercise of its right under an Optional Deferral Provision until Distributions have been deferred for one or more Distribution Periods that total together at least ten years.

“Market Disruption Events” means the occurrence or existence of any of the following events or sets of circumstances:

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          (a) trading in securities generally on the New York Stock Exchange or any other national securities exchange or over-the-counter market on which our common stock and/or preferred stock is then listed or traded shall have been suspended or its settlement generally shall have been materially disrupted, or minimum prices shall have been established on any such exchange or market by the Commission, by the relevant exchange or by any other regulatory body or governmental body having jurisdiction, and the establishment of such minimum prices materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the APM Qualifying Securities;

          (b) the Corporation would be required to obtain the consent or approval of its shareholders or a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue or sell the APM Qualifying Securities of the Corporation and the Corporation fails to obtain such consent or approval notwithstanding its commercially reasonable efforts to obtain such consent or approval;

          (c) a banking moratorium shall have been declared by the federal or state authorities of the United States and such moratorium materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the APM Qualifying Securities; (d) a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States and such disruption materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the APM Qualifying Securities;

          (e) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other national or international calamity or crisis and such event materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the APM Qualifying Securities; (f) there shall have occurred such a material adverse change in domestic or international economic, political or financial conditions (including from terrorist activities), or the effect of international conditions on the financial markets in the United States shall be such, as to materially disrupt or otherwise have a material adverse effect on trading in, or the issuance and sale of, the APM Qualifying Securities; or

          (g) an event occurs and is continuing as a result of which the offering document for the applicable securities would, in the Corporation’s reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such offering document or necessary to make the statements in such offering document not misleading and either (i) the disclosure of such event, in the Corporation’s reasonable judgment, is not otherwise required by applicable law and would have a material adverse effect on its business, or (ii) the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Corporation’s ability to consummate such transaction; provided that no single suspension period contemplated by this paragraph (g) shall exceed 90 consecutive

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days and multiple suspension periods contemplated by this paragraph (g) shall not exceed an aggregate of 180 days in any 360-day period.

          “Market Value” means, on any date, the closing sale price per share of Common Stock (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Common Stock is traded or quoted. If the Common Stock is not listed on any U.S. securities exchange on the relevant date, the “Market Value” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Common Stock is not so quoted, the “Market Value” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

          “Measurement Period” with respect to any notice date or repayment, purchase or defeasance date, means the period (i) beginning on the date that is 180 days prior to delivery of notice of such redemption or the date of such repayment, purchase or defeasance and (ii) ending on such notice date or date of such repayment, purchase or defeasance. Measurement Periods cannot run concurrently.

          “Non-Cumulative” means, with respect to any securities, that either (a) the issuer thereof may elect not to make any number of periodic Distributions or interest payments without any remedy arising under the terms of the securities or related agreements in favor of the holders, other than one or more Permitted Remedies or (b) except for purposes of the definition of “Qualifying Non-Cumulative Preferred Stock,” the securities are Non-Cash Cumulative.

          “Non-Cash Cumulative” means, with respect to any securities, that the securities include (a) an Optional Deferral Provision, (b) an Alternative Payment Mechanism that becomes effective after the issuer of such securities has deferred in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods of up to five years and (c) aLimitation on Distributions in Bankruptcy Provision.

“NRSRO” means a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act.

          “Optional Deferral Provision” means, as to any Qualifying Securities, a provision in the terms thereof or of the related transaction agreements to the effect that:

          (a)      (i) the issuer of such Qualifying Securities may, in its sole discretion, defer in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods of up to five years or, if a Market Disruption Event is continuing, 10 years, without any remedy other than Permitted Remedies and (ii) such securities are subject to an Alternative Payment Mechanism (provided that such Alternative Payment Mechanism need not apply during the first five years of any deferral

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period and need not include a Common Cap, Preferred Cap, Limitation on Distributions in Bankruptcy Provision or Repurchase Restriction); or

          (b) the issuer of such Qualifying Securities may, in its sole discretion, defer or skip in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods of up to at least 10 years without any remedy other than Permitted Remedies.

          “Permitted Remedies” means, with respect to any securities, one or more of the following remedies:

          (a) rights in favor of the holders of such securities permitting such holders to elect one or more directors of the issuer (including any such rights required by the listing requirements of any stock or securities exchange on which such securities may be listed or traded);

          (b) complete or partial prohibitions on the issuer paying Distributions on or repurchasing common stock or other securities that rank pari passu with or junior as to Distributions to such securities for so long as Distributions on such securities, including unpaid Distributions, remain unpaid; and (c) provisions obliging the Corporation to cause, or use Commercially Reasonable Efforts to cause, such unpaid Distributions to be paid in full pursuant to an Alternative Payment Mechanism.

          “Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

          “Qualifying Debt Securities” means debt securities that meet one of the following criteria:

          (a) in connection with any redemption or repurchase of Subordinated Debentures prior to November 15, 2017, securities issued by the Corporation or its Subsidiaries that (i) rank upon a liquidation, dissolution or winding-up of the Corporation pari passu with or junior to the Subordinated Debentures, pari passu with the claims of the Corporation’s trade creditors and junior to all of the Corporation’s other long-term indebtedness for money borrowed (other than the Corporation’s long-term indebtedness for money borrowed from time to time outstanding that by its terms ranks pari passu with such securities) and (ii) either:

          (A) (1) have no maturity or a maturity of at least 60 years and are subject to a replacement covenant substantially similar to this Replacement Covenant and (2) have an Optional Deferral Provision;

          (B) (1) have no maturity or a maturity of at least 60 years with Intent-Based Replacement Disclosure and (2) are Non-Cash Cumulative;

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          (C) (1) have no maturity or a maturity of at least 60 years and (2) have a Mandatory Trigger Provision;

          (D) (1) have no maturity or a maturity at least 40 years and are subject to a replacement covenant substantially similar to this Replacement Covenant and (2) are Non-Cash Cumulative;

          (E) (1) have no maturity or a maturity at least 40 years with Intent-Based Replacement Disclosure and (2) have a Mandatory Trigger Provision; or

          (F) (1) have no maturity or a maturity of at least 25 years and are subject to a replacement covenant substantially similar to this Replacement Covenant and (2) have a Mandatory Trigger Provision; or

     (b) in connection with any repayment, redemption or repurchase of Subordinated Debentures at any time on or after November 15, 2017:

          (i) all securities described under clause (a) of this definition; or

          (ii) securities issued by the Corporation or its Subsidiaries that (A) rank upon a liquidation, dissolution or winding-up of the Corporation pari passu with or junior to the Subordinated Debentures, pari passu with the claims of the Corporation’s trade creditors and junior to all of the Corporation’s other long-term indebtedness for money borrowed (other than the Corporation’s long-term indebtedness for money borrowed from time to time outstanding that by its terms ranks pari passu with such securities), (B) either (1) have no maturity or a maturity of at least 60 years and Intent-Based Replacement Disclosure or (2) have no maturity or a maturity at least 30 years and are subject to a replacement covenant substantially similar to this Replacement Covenant and (C) have an Optional Deferral Provision.

          Notwithstanding the foregoing, no securities or combination of securities will be included in Qualifying Debt Securities if such securities (i) applying the tests set forth above, are required to include Intent-Based Replacement Disclosure and (ii) include a Distribution Rate Step-Up that occurs prior to the Termination Date.

          “Qualifying Non-Cumulative Preferred Stock” means the Corporation’s Non-Cumulative perpetual preferred stock that ranks pari passu with or junior to all of the Corporation’s other preferred stock and (a) is subject to a replacement covenant substantially similar to this Replacement Covenant or (b) is subject to both (i) a Mandatory Trigger Provision and (ii) Intent-Based Replacement Disclosure. Additionally, in both (a) and (b) the transaction documents shall provide for no remedies as a consequence of non-payment of distributions other than Permitted Remedies.

          “Qualifying Preferred Stock” means preferred stock that meets one of the following criteria:

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          (a) in connection with any redemption or repurchase of Subordinated Debentures prior to November 15, 2017, preferred stock issued by the Corporation or its Subsidiaries that:

          (i) (A) has no maturity or a maturity of at least 60 years and is subject to a replacement covenant substantially similar to this Replacement Covenant and (B) has an Optional Deferral Provision;

          (ii) (A) has no maturity or a maturity of at least 60 years with Intent-Based Replacement Disclosure and (B) is Non-Cumulative;

          (iii) (A) has no maturity or a maturity of at least 60 years and (B) has a Mandatory Trigger Provision;

          (iv) (A) has no maturity or a maturity at least 40 years and is subject to a replacement covenant substantially similar to this Replacement Covenant and (B) is Non-Cumulative;

          (v) (A) has no maturity or a maturity at least 40 years with Intent-Based Replacement Disclosure and (B) has a Mandatory Trigger Provision; or

          (vi) (A) has no maturity or a maturity of at least 25 years and is subject to a replacement covenant substantially similar to this Replacement Covenant and (B) has a Mandatory Trigger Provision; or

          (b) in connection with any repayment, redemption or repurchase of Subordinated Debentures at any time on or after November 15, 2017:

          (i)      all preferred stock described under clause (a) of this definition; or

          (ii)      preferred stock issued by the Corporation or its Subsidiaries that either:

          (A) (1) has no maturity or a maturity of at least 60 years with Intent-Based Replacement Disclosure and (2) has an Optional Deferral Provision;

          (B) (1) has no maturity or a maturity of at least 60 years and (2) is Non-Cumulative;

          (C) (1) has a maturity of at least 40 years and is subject to a replacement covenant substantially similar to this Replacement Covenant and (2) has an Optional Deferral Provision; or

          (D) (1) has a maturity of at least 40 years and (2) has a Mandatory Trigger Provision; or

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         (E) (1) has no maturity or a maturity at least 30 years and is subject to a replacement covenant substantially similar to this Replacement Covenant and (2) has an Optional Deferral Provision.

          Notwithstanding the foregoing, no securities or combination of securities will be included in Qualifying Preferred Stock if such securities (i) applying the tests set forth above, are required to include Intent-Based Replacement Disclosure and (ii) include a Distribution Rate Step-Up that occurs prior to the Termination Date.

          “Qualifying Securities” means Qualifying Debt Securities and Qualifying Preferred Stock.

          “Qualifying Warrants” means net share settled warrants to purchase Common Stock that have an exercise price greater than the current stock market price of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.

          “Redesignation Date” means, as to the Covered Debt in effect at any time, the earliest of (a) the date that is two years prior to the final maturity date of such Covered Debt, (b) if the Corporation elects to redeem, or the Corporation or a Subsidiary of the Corporation elects to repurchase, such Covered Debt either in whole or in part with the consequence that after giving effect to such redemption or repurchase the outstanding principal amount of such Covered Debt is less than $100,000,000, the applicable redemption or repurchase date and (c) if such Covered Debt is not Eligible Subordinated Debt, the date on which the Corporation issues long-term indebtedness for money borrowed that is Eligible Subordinated Debt.

          “Replacement Covenant” has the meaning specified in the introduction to this instrument.

           “Replacement Securities” means Common Stock, Qualifying Warrants, Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity, Mandatorily Convertible Preferred Stock or Qualifying Securities.

          “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Subordinated Debentures” has the meaning specified in Recital A.

          “Subsidiary” means, at any time, any Person the shares of stock or other ownership interests of which having ordinary voting power to elect a majority of the board of directors or other managers of such Person are at the time owned, or the management or policies of which are otherwise at the time controlled, directly or indirectly through one or more intermediaries (including other Subsidiaries) or both, by another Person.

          “Termination Date” has the meaning specified in Section 4(a).

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