EXHIBIT 4(f)

                      GENERAL ELECTRIC CAPITAL CORPORATION
         GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)
                      GENERAL ELECTRIC CAPITAL CANADA INC.
                        GE CAPITAL CANADA FUNDING COMPANY
                           GE CAPITAL EUROPEAN FUNDING
                              GE CAPITAL UK FUNDING

                EURO MEDIUM-TERM NOTES AND OTHER DEBT SECURITIES
                     DUE 9 MONTHS OR MORE FROM DATE OF ISSUE

                           FOURTH AMENDED AND RESTATED
                         EURO MTN DISTRIBUTION AGREEMENT

                                                                    May 23, 2003

BARCLAYS BANK PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
England

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
One Cabot Square
London E14 4QJ
England

GE CAPITAL BANK S.C.A.
20, avenue Prothin
Tour Europlaza - 28C4
92063 Paris La Defense
France

GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
England

MERRILL LYNCH INTERNATIONAL
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
England




UBS LIMITED
100 Liverpool Street
London EC2M 2RH
England

Ladies and Gentlemen:

         Each of General Electric Capital Corporation, a Delaware corporation
("GE Capital"), GE Capital Australia Funding Pty. Ltd. (A.C.N. 085 675 467), a
company organized under the corporations laws of Victoria, Australia ("GEC
Australia Funding"), General Electric Capital Canada Inc., a corporation
incorporated under the laws of Canada ("GEC Capital Canada"), GE Capital Canada
Funding Company, a company incorporated under the laws of the Province of Nova
Scotia, Canada ("GEC Canada Funding), GE Capital European Funding ("GECEF") and
GE Capital UK Funding ("GECUKF" and, together with GECEF, the "Irish Issuers"
and each an "Irish Issuer") each Irish Issuer being incorporated with unlimited
liability under the Companies Acts 1963-2001 of Ireland (together with each
Additional Issuer (as defined herein) from time to time acceding to this
Agreement in accordance with Section 16 hereof, each an "Issuer" and
collectively, the "Issuers") hereby enters into this agreement with Barclays
Bank PLC, Credit Suisse First Boston (Europe) Limited ("Credit Suisse First
Boston"), GE Capital Bank S.C.A., Goldman Sachs International ("Goldman Sachs"),
Merrill Lynch International ("Merrill Lynch"), and UBS Limited ("UBS") (each an
"Agent" and, collectively, the "Agents") with respect to the issue and sale by
each of the Issuers of Euro Medium-Term Notes ("Medium Term Notes") and other
debt securities ("Other Debt Securities" and, collectively, with the Medium Term
Notes, the "Notes") in an unlimited aggregate principal amount. Notes issued by
each Issuer other than GE Capital will be issued with the benefit of the
unconditional and irrevocable guarantee (each, a "Guarantee") of GE Capital (in
such capacity, the "Guarantor") under which the Guarantor will guarantee the
payment of all amounts payable on or in respect of such Notes. The Notes may be
listed on (i) the Luxembourg Stock Exchange, (ii) the Euronext Amsterdam N.V.
("Euronext Amsterdam"), (iii) the Singapore Exchange Securities Trading Limited
(the "Singapore Stock Exchange"), (iv) the Official List of the Irish Stock
Exchange Limited and (v) or on or by such other exchange, competent listing
authority and/or quotation system, if any, as are identified in the relevant
Offering Circular (as defined below).

         The Notes are to be issued pursuant to a fourth amended and restated
fiscal and paying agency agreement dated as of May 23, 2003 among the Issuers
(including GE Capital in its capacity as Guarantor of Notes issued by an Issuer
other than GE Capital), JP Morgan Chase Bank, as fiscal agent (in such capacity,
the "Fiscal Agent") and principal paying agent (in such capacity, the "Principal
Paying Agent"), J.P. Morgan Bank Luxembourg S.A., as paying agent, and J.P.
Morgan Bank (Ireland) p.l.c. (such agreement, as further amended and
supplemented from time to time, being referred to herein as the "Fiscal Agency
Agreement"). The Issuers and (in the case of Notes issued by an Issuer other
than GE Capital) the Guarantor have authorized the issuance of Notes to and
through the Agents pursuant to the terms of this Agreement. Bearer Notes will be
issued in bearer or registered form. The Notes will be represented initially by
a temporary global Note delivered to a common depositary on behalf of Euroclear
Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream
Banking, societe anonyme ("Clearstream, Luxembourg"). Beneficial interests in a
temporary global Note will be exchangeable for beneficial interests in a
permanent global Note or for definitive Notes in bearer form, with interest
coupons attached (the "Bearer Notes"), or in registered form, without coupons
(the "Registered Notes"). As used in this Agreement, the term

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"Note" includes any temporary global Note, permanent global Note or definitive
Note issued pursuant to the Fiscal Agency Agreement.

         Subject to the terms and conditions stated herein and further subject
to the understanding that nothing in this Agreement shall impair the right of an
Issuer to sell securities with terms similar or identical to any Note
independently of the continuous offering of Notes contemplated by this
Agreement, each Issuer hereby (i) appoints the Agents as agents of such Issuer
for the purpose of soliciting purchases of the Notes from such Issuer by others
from time to time, (ii) agrees that whenever such Issuer determines from time to
time to sell Notes directly to one or more of the Agents as principal for resale
to others (such resale to be at fixed offering prices or at varying prices
related to prevailing market prices at the time of resale or otherwise as
determined by such Agent), it will enter into a Terms Agreement relating to such
sale in accordance with the provisions of Section 2(b) hereof, (iii) reserves
the right from time to time to sell Notes on its own behalf directly to
investors (other than broker-dealers) (as such reservation is limited by any of
the selling restrictions set forth in Exhibit D hereto) and (iv) reserves the
right from time to time to appoint one or more additional firms either (A) to
solicit purchase of Notes from such Issuer by others or (B) to purchase Notes
directly from such Issuer as principal for resale to others; provided, however,
that such sales will be made on terms substantially the same as those contained
in this Agreement. Any such additional firm designated by an Issuer pursuant to
clause (iv) above shall be considered an Agent hereunder for all purposes with
respect to each transaction with respect to which such appointment is made. In
the case of each purchaser whose offer to purchase Notes from an Issuer has been
solicited by an Agent as agent and accepted by any such Issuer such Agent will
make reasonable efforts to assist such Issuer in obtaining performance by such
purchaser, but no Agent shall have any liability to such Issuer in the event any
such purchase is not consummated for any reason.

         The Notes have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") and may not be offered
or sold within the United States or to, or for the account or benefit of, U.S.
persons except in accordance with Regulation S under the Securities Act or
pursuant to an exemption from the registration requirements of the Securities
Act.

         Each Issuer and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor have prepared an Offering Circular with respect to the
offer and sale of the Notes on a continuous basis from and after the
Commencement Date (as defined below), which Offering Circular will be
supplemented from time to time (each a "Pricing Supplement") with respect to
each tranche of Notes issued under the Fiscal Agency Agreement (the Offering
Circular, as the same may be amended from time to time as described herein,
together with each Pricing Supplement, any other applicable supplement to the
Offering Circular and the documents incorporated by reference therein, are
hereinafter sometimes referred to as the "Offering Circular").

         Pursuant to this Agreement, the Third Amended and Restated Euro MTN
Distribution Agreement dated May 23, 2002 (the "Prior Distribution Agreement")
shall be amended and restated on the terms of this Agreement. Any Notes issued
on or after the date of this Agreement shall be issued pursuant to this
Agreement, but this shall not affect any notes issued prior to the date of this
Agreement. Subject to such amendment and restatement, the Prior Distribution
Agreement shall continue in full force and effect.

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         SECTION 1. REPRESENTATIONS AND WARRANTIES.

                  (a)      Each Issuer and (in the case of Notes issued by an
Issuer other than GE Capital) the Guarantor jointly and severally represents and
warrants to each Agent as of the date of this Agreement (the "Commencement
Date"), as of the date of each acceptance by each Issuer of an offer for the
purchase of Notes whether through an Agent as agent or to an Agent as principal
(the "Acceptance Date"), as of the date of each sale of Notes whether through an
Agent as agent or to an Agent as principal (the date of each such sale to an
Agent as principal being referred to herein as a "Settlement Date"), and as of
the times referred to in Sections 6(a) and 6(b) hereof (each of the times
referenced above being referred to herein as a "Representation Date"), as
follows:

                  (i)      each document filed by GE Capital pursuant to the
         U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act")
         which is incorporated by reference in the Offering Circular complied
         when so filed in all material respects with the Exchange Act and the
         rules and regulations thereunder, and each document, if any, hereafter
         so filed and so incorporated by reference in the Offering Circular will
         comply when filed in all material respects with the Exchange Act rules
         and regulations;

                  (ii)     the Offering Circular (excluding any Pricing
         Supplement and any other applicable supplement to the Pricing
         Supplement) on the Commencement Date (unless the term "Offering
         Circular" refers to an offering document which has been provided to the
         Agents by each Issuer and (in the case of Notes issued by an Issuer
         other than GE Capital) the Guarantor for use in connection with the
         offering of the Notes which differs from the Offering Circular provided
         to the Agents on the Commencement Date, in which case at the time it is
         first provided to the Agents for such use) did not, and the Offering
         Circular on the applicable Representation 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;

                  (iii)    there has been no material adverse change in the
         condition of GE Capital and its consolidated affiliates, taken as a
         whole, or, in the case of an Issuer other than GE Capital, such Issuer
         and its consolidated affiliates, if any, taken as a whole, from such
         condition set forth in the Offering Circular (excluding any amendments
         or supplements to the Offering Circular since the relevant Acceptance
         Date, if any);

                  (iv)     the aggregate principal amount of each Issuer's Notes
         outstanding at any one time will not exceed any limitation thereon
         which may be in effect by actions of the Board of Directors (or other
         appropriate corporate governing body) of each such Issuer and (in the
         case of Notes issued by an Issuer other than GE Capital) the Guarantor;

                  (v)      the Notes have been duly authorized and, if executed
         and authenticated in accordance with the provisions of the Fiscal
         Agency Agreement and delivered to and paid for by any purchaser of
         Notes sold through an Agent as agent or through an Agent as principal
         pursuant to any Terms Agreement (as defined in Section 2(b)), would be
         valid and binding obligations of the relevant Issuer enforceable
         against such Issuer in accordance with their respective terms and would
         be entitled to the benefits of the Fiscal Agency Agreement;

                  (vi)     in the case of Notes issued by an Issuer other than
         GE Capital, the Guarantees have been duly authorized and, if the
         Guarantees endorsed on the Notes are executed in

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         accordance with the provisions of the Fiscal Agency Agreement and the
         Notes are duly executed and authenticated and delivered to and paid for
         by any purchaser of Notes sold through an Agent as agent or any Agent
         as principal pursuant to any Terms Agreement, such Guarantees would be
         valid and binding obligations of the Guarantor, enforceable against the
         Guarantor in accordance with their terms and would be entitled to the
         benefits of the Fiscal Agency Agreement;

                  (vii)    no event exists which would constitute an event of
         default under the Fiscal Agency Agreement or the Notes;

                  (viii)   neither the Issuers nor (in the case of Notes issued
         by an Issuer other than GE Capital) the Guarantor, nor any of their
         affiliates, nor any person acting on either of their behalf, have
         engaged in or will engage in any directed selling efforts (within the
         meaning of Regulation S under the Securities Act) with respect to the
         Notes, and they have each complied with the offering restrictions
         requirement of Regulation S under the Securities Act; and

                  (ix)     in the case of Notes issued by an Issuer other than
         GE Capital, no stamp duty or other similar taxes or duties are payable
         in the country of the organization of such Issuer or any applicable
         political subdivision thereof, in respect of the creation or issue by
         it of such Notes, or by any holder of such Notes;

except that the representations and warranties set forth in paragraph (ii) of
this Section 1(a) do not apply to statements or omissions in the Offering
Circular based upon information furnished to the relevant Issuer or the
Guarantor in writing by any Agent expressly for use therein.

                  (b)      Additional Certifications. Any certificate signed by
any officer of the relevant Issuer or (in the case of Notes issued by an Issuer
other than GE Capital) the Guarantor and delivered to the Agents or to counsel
for the Agents in connection with an offering of Notes shall be deemed a
representation and warranty by such Issuer or the Guarantor to each Agent as to
the matters covered thereby.

         SECTION 2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL.

                  (a)      Solicitations as Agent. On the basis of the
representations and warranties herein contained, but subject to the terms and
conditions herein set forth, each Agent individually agrees, as agent of each
Issuer, to use its best efforts to solicit offers to purchase the Notes upon the
terms and conditions set forth in the Offering Circular.

         Each Issuer and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor reserves the right, in its sole discretion, to suspend
solicitation by any one or more of the Agents of purchases of the Notes of the
relevant Issuer commencing at any time for any period of time or permanently.
Upon receipt of instructions from an Issuer or the Guarantor, as the case may
be, each Agent will forthwith suspend solicitation of purchases from such Issuer
until such time as such Issuer or the Guarantor has advised such Agent or Agents
that such solicitation may be resumed.

         Each Agent shall have the right to suspend solicitations, commencing at
any time such Agent reasonably believes that there has occurred a material
adverse change in the condition of (i) GE Capital and its consolidated
affiliates, taken as a whole, or (ii) in the case of an Issuer other than GE
Capital, such Issuer and its consolidated affiliates, if any, taken as a whole,
from such condition then set forth in the Offering Circular, and ending at the
time such Agent has been reasonably satisfied that

                                       5




adequate and full disclosure of such adverse change has been made (including
without limitation any necessary amendments or supplements to the Offering
Circular); provided, however, that any such Agent shall notify the relevant
Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the
Guarantor of its belief prior to or concurrently with any such suspension of
solicitations.

         Each Issuer agrees to pay each Agent a commission, by means of a
deduction from the proceeds of a sale of Notes of such Issuer or otherwise,
equal to the applicable percentage of the public offering price of each Note
sold by such Issuer as a result of a solicitation made by such Agent, as such
Issuer and such Agent may agree. It is understood that no commission will be
payable with respect to any offer to purchase Notes accepted by an Issuer where
such Issuer tenders such Note and delivery of such Note is not accepted by the
purchaser.

         As agent, each Agent is authorized to solicit orders for the Notes at a
purchase price which shall be agreed upon by the relevant Issuer and such Agent
and set forth in a Pricing Supplement and, subject to compliance with all
applicable laws and regulations, (except as may be otherwise provided in a
Pricing Supplement) the Bearer Notes will be issued in denominations of 100,000
units, 10,000 units or 1,000 units of the Specified Currency and the Registered
Notes will be issued in denominations of 10,000 units of the Specified Currency
or an integral multiple of 1,000 units of such Specified Currency in excess
thereof, subject to any applicable minimum denominations necessary to comply
with applicable legal, regulatory and/or central bank requirements. Each Agent
shall communicate to the relevant Issuer, orally or in writing, each reasonable
offer to purchase Notes received by such Agent as agent. Such Issuer shall have
the sole right to accept offers to purchase the Notes and may reject any such
offer in whole or in part. Each Agent shall have the right to reject any offer
that is not a reasonable offer to purchase the Notes received by it in whole or
in part, and any such rejection shall not be deemed a breach of such Agent's
agreement contained herein. "Reasonable" with respect to an offer shall be
determined by such Agent by reference to then-prevailing interest rates and the
interest rates then posted by the relevant Issuer with respect to offers to sell
the Notes.

                  (b)      Purchases as Principal. Each sale of Notes to one or
more Agents as principal shall be made in accordance with the terms of this
Agreement and a separate agreement which will provide for the sale of such Notes
to, and the purchase and reoffering thereof by, such Agent or Agents. Each such
separate agreement (which shall be substantially in the form of Exhibit A hereto
and which may take the form of an exchange of any standard form of written
telecommunication between such Agent or Agents, the relevant Issuer and (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor or may be
an oral agreement and confirmed by the relevant Agent in writing (including
facsimile transmission) and containing the information specified in Exhibit A
hereto) is herein referred to as a "Terms Agreement". Any Agent's commitment to
purchase Notes pursuant to any Terms Agreement shall be deemed to have been made
on the basis of the representations and warranties of the relevant Issuer and
(in the case of Notes issued by an Issuer other than GE Capital) the Guarantor
herein contained and shall be subject to the terms and conditions herein set
forth. Each Agent shall notify the Fiscal Agent promptly after its last sale of
Notes purchased under a Terms Agreement of its completion of the distribution
thereof.

         In the event that two or more Agents purchase Notes as principal
pursuant to a Terms Agreement, the obligation of the Agents to purchase the
Notes subject to such Terms Agreement shall be joint and several. In the event
that any Agent or Agents (which term as used herein shall include any person
signing a Terms Agreement with respect to a particular tranche of Notes,
including those signing by power-of-attorney or otherwise) purchasing Notes as
principal pursuant to a Terms

                                       6




Agreement desires to use any dealer or selling group to distribute any portion
of its allotment of such tranche of Notes, then any such Agent or Agents shall
cause such dealer or selling group member to agree, in writing, for the benefit
of the relevant Issuer and (in the case of Notes issued by an Issuer other than
GE Capital) the Guarantor, to comply with all applicable terms of this Agreement
and such Terms Agreement relating to the distribution of such Notes.

                  (c)      Administrative Procedures. Administrative procedures
regarding the sale of Notes (the "Administrative Procedures") shall be agreed
upon from time to time by the Agents and each Issuer (including GE Capital in
its capacity as Guarantor of Notes issued by any Issuer other than itself). The
Agents and each such Issuer agree to perform the respective duties and
obligations specifically provided to be performed by them herein and in the
written Administrative Procedures. The Administrative Procedures as in effect on
the Commencement Date are attached as Exhibit B hereto. The Administrative
Procedures may be amended from time to time only by written agreement of the
Agents, the relevant Issuer, the Guarantor (in the case of Notes issued by an
Issuer other than GE Capital) and the Fiscal Agent and Principal Paying Agent
(in the case of amendments which affect the rights, duties or obligations of the
Fiscal Agent and the Principal Paying Agent). To the extent the Administrative
Procedures in effect from time to time conflict with any provision of this
Agreement, the provisions of this Agreement shall govern. Each Issuer will
furnish a copy of the Administrative Procedures from time to time in effect to
the Fiscal Agent and the Principal Paying Agent, each authenticating agent (an
"Authenticating Agent") or paying agent designated pursuant to the Fiscal Agency
Agreement and the common depositary for Euroclear and Clearstream, Luxembourg.

                  (d)      Delivery of Documents. The documents required to be
delivered by Section 5 hereof shall be delivered at the offices of the Agent
(or, if one or more Agents is participating in any such sale, the lead Agent),
or at such other location as shall be specified in the relevant Terms Agreement,
on the date required for such delivery set forth in Section 5 hereof.

                  (e)      Obligations Several. Each Issuer and (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor acknowledge that
the obligations of the Agents are several (except as otherwise provided in
Section 2(b) hereof) and, subject to the provisions of this Section 2, Section 7
and Section 10 hereof, each Agent shall have complete discretion as to the
manner in which it solicits purchasers for the Notes and as to the identity
thereof.

         SECTION 3. COVENANTS OF EACH ISSUER AND THE GUARANTOR. Each Issuer and
(in the case of Notes issued by an Issuer other than GE Capital) the Guarantor
covenant with each Agent as follows:

                  (a)      Notice of Certain Events. Each Issuer or (in the case
of Notes issued by an Issuer other than GE Capital) the Guarantor will notify
each Agent promptly (i) of the filing with the Securities and Exchange
Commission (the "Commission") of any document pursuant to the Exchange Act which
will be incorporated by reference in the Offering Circular, in each case other
than filings relating solely to securities other than the Notes and (ii) of the
issuance by any non-U.S. regulatory authority of any request for information
relating to the Notes or suspension or qualification of (A) the offer and sale
of the Notes under the laws of such non-U.S. jurisdiction or (B) the listing of
the Notes on a stock exchange or exchanges. With respect to subclause (i) of
this paragraph, the delivery to each Agent of the documents referred to in such
subclause shall constitute valid notice to the Agents.

                  (b)      Copies of Offering Circular. The relevant Issuer will
furnish to each Agent as many copies of the Offering Circular (as amended or
supplemented) as such Agent shall reasonably request in connection with sales or
solicitations of offers to purchase the Notes hereunder.

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                  (c)      Revisions of Offering Circular - Material Changes.
If, during such period after the first date of the public offering of the Notes
as in the opinion of counsel to the relevant Issuer and (in the case of Notes
issued by an Issuer other than GE Capital) the Guarantor, a prospectus, offering
circular or other offering document is required by law to be delivered or made
available in connection with sales of the Notes by an Agent as agent or sales of
Notes by an Agent as principal, any event shall occur as a result of which it is
necessary to amend or supplement the Offering Circular in order that the
Offering Circular will not include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the time it
is delivered to a purchaser, or if it shall be necessary at any such time to
amend or supplement the Offering Circular in order to comply with applicable
law, prompt notice shall be given, and confirmed in writing, to each Agent to
cease the solicitation of offers to purchase the Notes in such Agent's capacity
as agent and to cease sales of any Notes such Agent may then own as principal.
If the relevant Issuer and the Guarantor shall determine that solicitation of
purchases of the Notes shall be resumed, or if on the date of the occurrence of
the event necessitating an amendment of or supplement to the Offering Circular
an Agent holds Notes that were issued by the relevant Issuer less than 90 days
prior to such date, then, prior to the relevant Issuer and the Guarantor
authorizing the Agents to resume solicitations of purchases of the Notes or
prior to sales of any such Notes, the relevant Issuer and the Guarantor will
promptly prepare (or cause to be prepared) and make available to the Agents such
amendment or supplement as may be necessary to correct such untrue statement or
omission.

                  (d)      Offering Circular Revisions - Periodic Financial
Information. Promptly after the filing with the Commission of GE Capital's
quarterly reports on Form 10-Q with respect to each of the first three quarters
of any fiscal year, GE Capital shall furnish copies of such reports to each
Agent; provided, however, that if on the date of such filing the Agents shall
have suspended solicitation of purchases of the Notes in their capacity as
agents pursuant to a request from the relevant Issuer and (in the case of Notes
issued by an Issuer other than GE Capital) the Guarantor and if no Agent shall
then hold any Notes as principal purchased pursuant to a Terms Agreement, GE
Capital shall not be obligated to furnish copies of such reports until such time
as the relevant Issuer and the Guarantor shall determine that solicitation of
purchases of the Notes should be resumed or shall subsequently enter into a new
Terms Agreement with one or more of the Agents. In the case of each Issuer other
than GE Capital, after the finalization of either (i) its unaudited quarterly
financial statements with respect to each of the first three quarters of any
fiscal year or (ii) its unaudited semi-annual financial statements with respect
to the first six months of any fiscal year, as applicable, and upon request by
an Agent, such Issuer shall furnish copies of such statements to such Agent;
provided, however, that if on the date of such request such Agent shall have
suspended solicitation of purchases of Notes issued by such Issuer in their
capacity as Agent pursuant to a request from such Issuer and the Guarantor, or
if such Agent does not then hold any such Notes as principal purchased pursuant
to a Terms Agreement, such Issuer shall not be obligated to furnish copies of
such statements until such time as such Issuer and the Guarantor shall determine
that solicitation of purchases of such Notes should be resumed or shall
subsequently enter into a new Terms Agreement with such Agent; provided,
further, that in the event an Issuer other than GE Capital is no longer required
to prepare annual or interim financial statements by applicable regulatory
authorities (including the Luxembourg Stock Exchange and the Irish Stock
Exchange Limited (the "Irish Stock Exchange")) then such Issuer shall only be
required, upon request by an Agent, to provide such Agent with such financial
information as is reasonably available.

                  (e)      Offering Circular Revisions - Audited Financial
Information. Promptly after the filing with the Commission of GE Capital's
annual report on Form 10-K including the audited

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financial statements of GE Capital for the preceding fiscal year, GE Capital
shall furnish copies of such report to each Agent; provided, however, that if on
the date of such filing the Agents shall have suspended solicitation of
purchases of Notes in their capacity as agents pursuant to a request from GE
Capital and if no Agent shall then hold any Notes as principal purchased
pursuant to a Terms Agreement, GE Capital shall not be obligated to furnish
copies of such reports until such time as GE Capital shall determine that
solicitation of purchases of Notes should be resumed or shall subsequently enter
into a new Terms Agreement with one or more of the Agents. Each Issuer (other
than GE Capital) shall provide to each Agent participating in the purchase or
offering of such Issuer's Notes a copy of the audited financial statements, if
any, of such Issuer to the extent such financial statements have been finalized
as of the date of purchase, or the commencement of the offering, of such Notes
by such Agent; provided, that in the event such Issuer is no longer required to
prepare audited annual financial statements by applicable regulatory authorities
(including the Luxembourg Stock Exchange and the Irish Stock Exchange), then
such Issuer shall only be required to provide the Agents with such financial
information as is reasonably available.

                  (f)      Copies of Current Reports. Each Issuer or (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor will
furnish to each Agent, promptly after the filing thereof with the Commission,
copies of GE Capital's reports on Form 8-K (other than reports relating solely
to securities other than the Notes).

                  (g)      Exchange Act Filings. GE Capital will timely file all
documents required to be filed with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act.

                  (h)      Indemnification for Documentary, Stamp or Similar
Transfer of Issue Tax. Each Issuer and (in the case of Notes issued by an Issuer
other than GE Capital) the Guarantor will jointly and severally indemnify and
hold the Agents harmless against any documentary, stamp or similar transfer or
issue tax, including any interest and penalties, on the issue of the Notes in
accordance with the terms of this Agreement, on the execution and delivery of
the Fiscal Agency Agreement and this Agreement and on the exchange of the
temporary global Notes for definitive Notes or permanent global Notes that are
or may be required to be paid under the laws of the United Kingdom, the United
States, or the country of incorporation or organization of each Issuer other
than GE Capital or any political subdivision or taxing authority thereof or
therein.

                  (i)      Copies of Listing Documentation. In connection with
the listing of any Notes on the Luxembourg Stock Exchange or, if so specified in
the applicable Pricing Supplement, on the Irish Stock Exchange, Euronext
Amsterdam, the Singapore Stock Exchange or on any other stock exchange competent
listing authority and/or quotation system, the relevant Issuer and (in the case
of Notes issued by an Issuer other than GE Capital) the Guarantor will furnish
from time to time any and all documents, instruments, information and
undertakings and publish all advertisements or other material that may be
necessary in order to maintain such listing and will maintain such listing until
none of such Notes is outstanding or until such time as payment in respect of
principal, premium, if any, and interest in respect of all such Notes has been
duly provided for, whichever is earlier; provided, however, that if the relevant
Issuer and/or the Guarantor can no longer reasonably maintain such listing, it
will use its best efforts to obtain and maintain the quotation for, or listing
of, such Notes on or by such other stock exchange, competent listing authority
and/or quotation system as the Agents shall reasonably request. In addition, for
so long as any Notes are listed and the rules of such exchange so require, each
Issuer and the Guarantor will maintain in Luxembourg, or in Dublin, Ireland, or
in Singapore in the case of Notes listed on the Singapore Stock Exchange, or in
such other place as any Notes are listed, a paying agent in respect of such
Notes.

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                  (j)      Commercial Paper. In respect of each Tranche of Notes
which has a maturity of less than one year from the date of its issue and for
which the issue proceeds are accepted by the relevant Issuer in the United
Kingdom, the relevant Issuer will issue such Notes only if the following
conditions apply (or the Notes can otherwise be issued without contravention of
Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the
"FSMA")):

                  (i)      the relevant Agent covenants in the terms set out in
         paragraph 2 of the United Kingdom selling restrictions set out in
         Exhibit D hereto; and

                  (ii)     the redemption value of each Note is not less than
         GBP100,000 (or an amount of equivalent value denominated wholly or
         partly in a currency other than pounds sterling), and no part of any
         Note may be transferred unless the redemption value of that part is not
         less than GBP100,000 (or such an equivalent amount).

                  (k)      Irish Commercial Paper. Notes issued by any of the
         Irish Issuers with a maturity of less than one year constitute
         commercial paper for the purposes of, and are issued in accordance
         with, an exemption granted by the Irish Financial Services Regulatory
         Authority as a constituent part of the Central Bank and Financial
         Services Authority of Ireland ("IFSRA") under section 8(2) of the
         Central Bank Act, 1971 of Ireland, as inserted by section 31 of the
         Central Bank Act, 1989 of Ireland, as amended by section 70(d) of the
         Central Bank Act, 1997 of Ireland. None of the Irish Issuers are
         regulated by IFSRA arising from the issue of Notes by them with a
         maturity of less than one year. An investment in Notes issued by an
         Irish Issuer with a maturity of less than one year would not have the
         status of bank deposit and is not within the scope of the Deposit
         Protection Scheme operated by IFSRA.

         Each Bearer or Registered Note issued by an Irish Issuer with a
         maturity of less than one year shall carry the title "COMMERCIAL
         PAPER", include a statement to the effect that it is guaranteed and
         identify the Guarantor by name and bear the following legend:

         "This Note is issued in accordance with an exemption granted by IFSRA
         under section 8(2) of the Central Bank Act, 1971 of Ireland, as
         inserted by section 31 of the Central Bank Act, 1989 of Ireland, as
         amended by section 70(d) of the Central Bank Act, 1997 of Ireland.
         [Insert name of relevant Irish Issuer] is not regulated by IFSRA
         arising from the issue of Notes by it with a maturity of less than one
         year. An investment in Notes issued by [insert name of relevant Irish
         Issuer] with a maturity of less than one year does not have the status
         of a bank deposit and is not within the scope of the Deposit Protection
         Scheme operated by IFSRA.

Notes issued by an Irish Issuer with a maturity of less than one year will be
subject to a minimum denomination of (euro)125,000 or its foreign currency
equivalent. Notes issued by an Irish Issuer will, if unlisted, have a minimum
denomination of GBP(pound)300,000 or its foreign currency equivalent.

         SECTION 4. PAYMENT OF EXPENSES. Each Issuer and (in the case of Notes
issued by an Issuer other than GE Capital) the Guarantor will (unless otherwise
agreed with an Agent or Agents with respect to an issuance of Notes) pay all
expenses incident to the performance of their respective obligations under this
Agreement, including: (i) the preparation of the Offering Circular and any
amendments or supplements thereto; (ii) the preparation, issuance and delivery
of the Notes; (iii) the fees and disbursements of the accountants of each Issuer
and the Guarantor; (iv) the fees and disbursements of the Fiscal Agent and its
counsel; (v) the reasonable fees and disbursements of U.S. counsel for the
Agents ("US Counsel"), together with counsel for the Agents in each other
country where an Issuer of Notes other than GE Capital is incorporated ("Local
Counsel"); provided, however,

                                       10




that in any sale of Notes to one or more Agents acting as principal, the
obligations of each Issuer and the Guarantor, if any, to pay the reasonable fees
and disbursements of US Counsel and Local Counsel, if any, shall be as agreed
upon by such Issuer, the Guarantor and the Agent(s) participating in such
transaction and reflected in the applicable Terms Agreement; (vi) the printing
and delivery to the Agents in quantities as hereinabove stated of the Offering
Circular and any amendments or supplements thereto in connection with
solicitations or confirmations of sales of the Notes; (vii) the printing and
delivery to the Agents of copies of the Fiscal Agency Agreement; (viii) any fees
charged by rating agencies for the rating of the Notes; (ix) any advertising and
other out-of-pocket expenses incurred with the approval of the relevant Issuer
or the Guarantor and (x) the fees and expenses incurred with respect to listing
of any of the Notes on the Luxembourg Stock Exchange, the Irish Stock Exchange,
Euronext Amsterdam, the Singapore Stock Exchange or on or by another stock
exchange competent listing authority and/or quotation system.

         SECTION 5. CONDITIONS OF OBLIGATIONS. Each Agent's obligations to
solicit offers to purchase the Notes as agent of each Issuer and (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor, the obligation
of any purchaser to purchase Notes sold through an Agent as agent, and any
Agent's obligations to purchase Notes as principal pursuant to any Terms
Agreement will be subject at all times to the accuracy of the representations
and warranties on the part of each such Issuer and the Guarantor herein and to
the accuracy of the statements of the officers of each such Issuer and the
Guarantor made in any certificate furnished pursuant to the provisions hereof,
to the performance and observance by each such Issuer and the Guarantor of all
covenants and agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:

                  (a)      Legal Opinions. At the Commencement Date and at each
Settlement Date with respect to any applicable Terms Agreement, if called for by
such Terms Agreement, the Agents shall have received the following documents:

         (1)               Opinion of United States Counsel to each Issuer and
         the Guarantor. The opinion of Craig T. Beazer, Senior Counsel, Treasury
         Operations and Assistant Secretary of GE Capital or such other counsel
         satisfactory to the Agent(s), dated as of such Commencement Date or
         Settlement Date, in form and substance satisfactory to the Agents and
         counsel to the Agents, to the effect that:

                                    (i) GE Capital has been duly incorporated
                  and is validly existing under the laws of the State of
                  Delaware.

                                    (ii) GE Capital 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 Fiscal Agency Agreement has been
                  duly authorized, executed and delivered by GE Capital and,
                  assuming due authorization, execution and delivery by each
                  Issuer other than GE Capital, is a valid and binding agreement
                  of the relevant Issuer and GE Capital in its capacity as
                  Guarantor.

                                    (iv) The Notes have been duly authorized by
                  GE Capital and, if (a) authorized by the Issuer thereof (in
                  the case of Notes issued by an Issuer other than GE Capital),
                  (b) executed and authenticated in accordance with the
                  provisions of the

                                       11




                  Fiscal Agency Agreement and (c) delivered to and paid for by
                  any purchaser of Notes sold through an Agent as agent or
                  through an Agent as principal pursuant to any Terms Agreement,
                  would be valid and binding obligations of the relevant Issuer
                  enforceable against such Issuer in accordance with their
                  respective terms and would be entitled to the benefits of the
                  Fiscal Agency Agreement.

                                    (v) In the case of Notes issued by an Issuer
                  other than GE Capital, the Guarantees have been duly
                  authorized and, if the Guarantees endorsed on the Notes are
                  executed in accordance with the provisions of the Fiscal
                  Agency Agreement and the Notes are duly executed and
                  authenticated and delivered to and paid for by any purchaser
                  of Notes sold through an Agent as agent or any Agent as
                  principal pursuant to any Terms Agreement, such Guarantees
                  would be valid and binding obligations of the Guarantor
                  enforceable against the Guarantor in accordance with their
                  terms and would be entitled to the benefits of the Fiscal
                  Agency Agreement;

                                    (vi) This Agreement (and, if the opinion is
                  being given pursuant to Section 6(c) hereof as a result of the
                  relevant Issuer's and (in the case of Notes issued by an
                  Issuer other than GE Capital) the Guarantor's having entered
                  into a Terms Agreement requiring such opinion, the applicable
                  Terms Agreement) has been duly authorized, executed and
                  delivered by GE Capital and, assuming due authorization,
                  execution and delivery by the relevant Issuer (in the case of
                  Notes issued by an Issuer other than GE Capital), is a valid
                  and binding agreement of the relevant Issuer and the Guarantor
                  enforceable against such Issuer and the Guarantor in
                  accordance with its terms, except as rights to contribution
                  and indemnity hereunder (or thereunder) may be limited under
                  applicable law.

                                    (vii) Neither the execution and delivery of
                  this Agreement nor the issuance and sale of the Notes and (in
                  the case of Notes issued by an Issuer other than GE Capital)
                  the Guarantees as provided herein will contravene the
                  certificate of incorporation or by-laws of GE Capital or
                  result in any violation of any of the terms or provisions of
                  any law, rule or regulation of the United States or of any
                  indenture, mortgage or other agreement or instrument known to
                  such counsel by which GE Capital or any of its subsidiaries is
                  bound.

                                    (viii) No authorization, consent or approval
                  of, or registration or filing with, any governmental or public
                  body or authority in the United States or any state or other
                  political subdivision thereof will be required for the offer
                  and sale of the Notes in the manner contemplated by the
                  Offering Circular, this Agreement (including the offering
                  restrictions contained in Exhibit D hereto) and the Fiscal
                  Agency Agreement.

                                    (ix) The statements contained in the
                  Offering Circular under the captions "Description of Notes",
                  "Description of the Guarantee" and "Plan of Distribution"
                  fairly present the matters referred to therein.

                                    (x) Each document incorporated by reference
                  in the Offering Circular 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 so

                                       12




                  filed as to form in all material respects with the Exchange
                  Act and the applicable rules and regulations of the Commission
                  thereunder.

                                    (xi) Registration of the Notes and the
                  Guarantees under the Securities Act and qualification of an
                  indenture under the United States Trust Indenture Act of 1939,
                  as amended, will not be required for the offer and sale of the
                  Notes in the manner contemplated by the Offering Circular,
                  this Agreement (including the offering restrictions contained
                  in Exhibit D hereto) and the Fiscal Agency Agreement.

                                    (xii) 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) the Offering
                  Circular, as of the Commencement Date or the Settlement Date,
                  as the case may be, does not contain any untrue statement of a
                  material fact or omit to state a material fact necessary in
                  order to make the statements therein, in light of the
                  circumstances under which they were made, not misleading.

         (2)               Opinion of United States Tax Counsel to each Issuer
         and the Guarantor. The opinion of U.S. Tax Counsel to each Issuer and
         (in the case of Notes issued by an Issuer other than GE Capital) the
         Guarantor, dated as of such Commencement Date, confirming the
         information as set forth under the caption "United States Tax
         Considerations" in the Offering Circular.

         (3)               Opinion of United States Counsel to the Agents. The
         opinion of U.S. Counsel, dated as of such Commencement Date, covering
         the matters referred to in subparagraph (1) under the subheadings (i),
         (iii), (iv), (v), (vi), (ix), (xi) and (xii).

         (4)               Opinion of Local Counsel to the Agents. In the case
         of Notes issued by an Issuer other than GE Capital, the opinion of
         Local Counsel to the Agents, dated as of such Commencement Date or
         Settlement Date, in a form reasonably satisfactory to each Agent
         participating in a particular issue of Notes.

         (5)               In rendering the opinion referred to in subparagraph
         (1) above, such counsel may state that with respect to (xii) of
         subparagraph (1), such counsel's opinion and belief are based upon his
         participation in the preparation of the Offering Circular and any
         amendments and supplements thereto (including documents incorporated
         therein 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 subparagraph
         (1) above, such counsel may state that, with respect to (xi) of
         subparagraph (1), such counsel need not express any opinion as to when
         and under what circumstances the Notes and the Guarantees may be
         re-offered and resold within the United States or to U.S. persons, as
         such terms are defined in Regulation S under the Securities Act. In
         rendering the opinions referred to in subparagraph (3) above, such
         counsel may state that with respect to (xii) of subparagraph (1) above,
         such counsel's opinion and belief are based upon their participation in
         the preparation of the Offering Circular 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 therein by reference), but are without
         independent check or verification except as stated therein. In
         rendering the opinions referred to in subparagraphs (1) and (3) above,
         such counsel may state that with respect to (iv), (v) and (vi) of
         subparagraph (1)

                                       13




         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 general equitable
         principles (regardless of whether the issue of enforceability is
         considered in a proceeding in equity or at law). In rendering the
         opinions referred to in subparagraphs (1) and (3) above, such counsel
         may, in the case of Notes issued by an Issuer other than GE Capital,
         rely on the opinion of Local Counsel as to matters of the laws of the
         country or organization of the relevant Issuer. In rendering their
         opinions referred to in subparagaph (4) above, such counsel may rely on
         the opinion of Craig T. Beazer, Senior Counsel, Treasury Operations and
         Assistant Secretary of GE Capital, or such other counsel satisfactory
         to the Agent(s) and US Counsel to the Agents, as to matters of New York
         State Law, the General Corporation Law of the State of Delaware and the
         federal law of the United States.

                  (b)      Officers' Certificates. At the Commencement Date and
at each Settlement Date with respect to any Terms Agreement, there shall have
been no material adverse change in the condition of (i) GE Capital and its
consolidated affiliates, taken as a whole, and (ii) the relevant Issuer (in the
case of Notes issued by an Issuer other than GE Capital) and its consolidated
affiliates, if any, taken as a whole, from that set forth in the Offering
Circular (excluding any amendments or supplements to the Offering Circular since
the relevant Acceptance Date, if any); and the Agents shall have received on the
Commencement Date and, if called for by the applicable Terms Agreement, at each
Settlement Date, certificates dated the Commencement Date or such Settlement
Date and signed by an executive officer of the relevant Issuer and (in the case
of Notes issued by an Issuer other than GE Capital) the Guarantor to the
foregoing effect.

                  (c)      Accountant's Letter. The Agents shall have received
at the Commencement Date and at each Settlement Date with respect to any Terms
Agreement, if called for by such Terms Agreement, a letter from KPMG LLP,
independent public accountants, dated as of the Commencement Date or such
Settlement Date, in form and substance satisfactory to the Agents, with respect
to the financial statements of GE Capital and certain financial information
contained in or incorporated by reference in the Offering Circular.

                  (d)      Listing on the Luxembourg Stock Exchange. On the
Commencement Date, the listing of the program on the Luxembourg Stock Exchange
shall have been granted subject only to delivery to such Exchange of the
Offering Circular as most recently amended or supplemented.

                  (e)      Listing on the Irish Stock Exchange. On the
Commencement Date, the listing of the program on the Official List of the Irish
Stock Exchange shall have been granted subject only to delivery to such Exchange
of the Offering Circular as most recently amended or supplemented.

                  (f)      Other Documents. On the Commencement Date and at each
Settlement Date with respect to any applicable Terms Agreement, US Counsel to
the Agents and Local Counsel to the Agents (in the case of Notes issued by an
Issuer other than GE Capital) shall have been furnished with such documents and
opinions as such counsel may reasonably require for the purpose of enabling such
counsel to pass upon the issuance and sale of Notes and (in the case of Notes
issued by an Issuer other than GE Capital) the endorsement thereon of the
Guarantees as herein contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the relevant Issuer and the Guarantor in connection
with the issuance and sale of Notes and the execution and delivery of the
Guarantee as herein contemplated shall be satisfactory in form and substance to
the Agents, US Counsel to the Agents and Local Counsel to the Agents.

                                       14




                  (g)      If any condition specified in this Section shall not
have been fulfilled as of the relevant date required, this Agreement and any
Terms Agreement may be terminated as to any Agent by notice by such Agent to the
relevant Issuer and the Guarantor at any time at or prior to the Commencement
Date or the applicable Settlement Date, and such termination shall be without
liability of any party to any other party, except that the provisions of Section
4 hereof, the indemnity and contribution agreements set forth in Sections 8 and
9 hereof, and the provisions of Sections 11 and 15 hereof, shall remain in
effect.

         SECTION 6. ADDITIONAL COVENANTS OF EACH ISSUER AND THE GUARANTOR. Each
Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the
Guarantor covenants and agrees that:

                  (a)      Reaffirmation of Representations and Warranties. Each
acceptance by it of an offer for the purchase of Notes, and each sale of Notes
to any Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation
that the representations and warranties of the relevant Issuer and (in the case
of Notes issued by an Issuer other than GE Capital) the Guarantor contained in
this Agreement and in any certificate theretofore delivered to the Agents
pursuant hereto are true and correct at the time of such acceptance or sale, as
the case may be, and an undertaking that such representations and warranties
will be true and correct at the time of delivery to the purchaser or his agent,
or to the Agents, of the Note or Notes relating to such acceptance or sale, as
the case may be, as though made at and as of each such time (and it is
understood that such representations and warranties shall relate to the Offering
Circular as amended and supplemented to each such time);

                  (b)      Subsequent Delivery of Certificates. Each time that
(i) the Offering Circular shall be amended or supplemented, or there is filed
with the Commission any annual report on Form 10-K incorporated by reference
into the Offering Circular; (ii) an Issuer sells Notes to any Agent pursuant to
a Terms Agreement and the Agent so requests; and (iii) there is filed with the
Commission any quarterly report on Form 10-Q or current report on Form 8-K
incorporated by reference into the Offering Circular and any Agent reasonably
requests, such Issuer and (in the case of Notes issued by an Issuer other than
GE Capital) the Guarantor shall furnish or cause to be furnished to such Agent
(in the case of clause (i)), the Agent(s) party to the Terms Agreement (in the
case of clause (ii)) or the requesting Agent(s) (in the case of clause (iii))
promptly a certificate in form satisfactory to such Agent(s) to the effect that
the statements contained in the certificates referred to in Section 5(b) hereof
which were last furnished to the Agents are true and correct at the time of such
amendment or supplement or filing, as the case may be, as though made at and as
of such time (except that such statements shall be deemed to relate to the
Offering Circular as amended and supplemented to such time) or, in lieu of such
certificate, certificates of the same tenor as the certificates referred to in
said Section 5(b), modified as necessary to relate to the Offering Circular as
amended and supplemented to the time of delivery of such certificates; provided,
however, that the relevant Issuer and the Guarantor shall not be required to
furnish any certificates to any Agents pursuant to this paragraph at a time when
the Agents shall have suspended solicitation of purchases of Notes in their
capacity as agents pursuant to instructions of such Issuer or the Guarantor,
unless an Agent shall then hold any Notes as principal purchased under a Terms
Agreement;

                  (c)      Subsequent Delivery of Legal Opinions. Each time that
the Offering Circular shall be amended or supplemented with respect to the Notes
(other than pursuant to a Pricing Supplement describing the terms of a
particular tranche of Notes), or there is filed with the Commission any annual
report on Form 10-K incorporated by reference into the Offering Circular or, if
so indicated in the applicable Terms Agreement, an Issuer sells Notes to an
Agent pursuant to a

                                       15




Terms Agreement, such Issuer and (in the case of Notes issued by an Issuer other
than GE Capital) the Guarantor shall furnish or cause to be furnished promptly
to the Agents a written opinion of Craig T. Beazer, Senior Counsel, Treasury
Operations and Assistant Secretary of GE Capital or such other counsel
satisfactory to the Agents and U.S. Counsel; in the case of Notes issued by an
Issuer other than GE Capital, a written opinion of Local Counsel; and/or other
counsel satisfactory to the Agents, dated the date of delivery of such opinion,
in form satisfactory to the Agents, of the same tenor as the opinions referred
to in Section 5(a) hereof but modified, as necessary, to relate to the Offering
Circular as amended and supplemented to the time of delivery of such opinion or,
in lieu of such opinion, counsel last furnishing such opinion to the Agents
shall furnish the Agents with a letter to the effect that the Agents may rely on
such last opinion to the same extent as though it were dated the date of such
letter authorizing reliance (except that statements in such last opinion shall
be deemed to relate to the Offering Circular as amended and supplemented to the
time of delivery of such letter authorizing reliance); and

                  (d)      Subsequent Delivery of Accountant's Letters. Each
time that the Offering Circular shall be amended or supplemented to include
additional financial information relating to GE Capital or there is filed with
the Commission any document incorporated by reference into the Offering Circular
which contains additional financial information relating to GE Capital or, if so
indicated in the applicable Terms Agreement, an Issuer sells Notes to an Agent
pursuant to a Terms Agreement, such Issuer and (in the case of Notes issued by
an Issuer other than GE Capital) the Guarantor shall cause KPMG LLP promptly to
furnish the Agents a letter, dated the date of such amendment or supplement, or
the date of the filing of such document with the Commission, or the date of such
sale, as the case may be, in form satisfactory to the Agents, of the same tenor
as the letter referred to in Section 5(c) hereof; provided, however, that if the
Offering Circular is amended or supplemented solely to include financial
information as of and for a fiscal quarter, KPMG LLP may limit the scope of such
letter to the unaudited financial statements included in such amendment or
supplement unless any other information included therein of an accounting,
financial or statistical nature is of such a nature that, in the Agents'
reasonable judgment, such letter should cover such other information.

         SECTION 7. ADDITIONAL COVENANTS OF THE AGENTS. Each Agent agrees that:

                  (a)      Advertising. It will not place advertisements or
publish notices of any kind in any jurisdiction relating to any Notes, the
offering of any Notes or any other matter relating to this Agreement without the
prior written consent of the relevant Issuer and (in the case of Notes issued by
an Issuer other than GE Capital) the Guarantor.

                  (b)      Calculation Agent. If requested by the relevant
Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the
Guarantor and agreed by such Agent with respect to any Notes offered through
such Agent as agent or to such Agent as principal, such Agent will act as
calculation agent (the "Calculation Agent") with respect to such Notes for all
purposes. Unless otherwise agreed by such Issuer, the Guarantor and the relevant
Agent, the rights and obligations of such Issuer, the Guarantor and such Agent
shall, with respect to each instance in which such Agent is requested to so act,
be governed by the Master Calculation Agent Agreement set forth as Exhibit C
hereto.

                  (c)      Offering Materials and Information. In connection
with its solicitation of purchases of the Notes, such Agent will use only (i)
the Offering Circular and the documents incorporated therein by reference and
(if such solicitation involves a particular tranche of Notes, from and after the
Acceptance Date with respect thereto) the applicable Pricing Supplement and (ii)

                                       16


information taken from the documents referred to in the preceding clause;
provided, however, that each Agent agrees that it has and will have sole
responsibility for the completeness and accuracy of all such information,
written or oral, furnished by such Agent and its agents and employees to
purchasers and prospective purchasers of the Notes to the extent that such
information differs in any material way from the presentation of such
information in the documents referred to in clause (i) above.

                  (d)      Stabilization.

                           (i)      In connection with the distribution of any
                                    Notes, the Agent (if any) designated as
                                    Stabilizing Manager in the applicable
                                    Pricing Supplement may over-allot or effect
                                    transactions which support the market price
                                    of such Notes and/or any associated
                                    securities at a level higher than that which
                                    might otherwise prevail, but in doing so
                                    such Agent shall act as principal and not as
                                    agent of the relevant Issuer or (in the case
                                    of Notes issued by an Issuer other than GE
                                    Capital) the Guarantor. Such stabilizing, if
                                    commenced, may be discontinued at any time.
                                    Any loss resulting from over-allotment and
                                    stabilization shall be borne, and any net
                                    profit arising therefrom shall be retained,
                                    by the Stabilizing Manager for its own
                                    account.

                           (ii)     Each Issuer confirms that it has been
                                    informed of the existence of the
                                    informational guidance published by the
                                    United Kingdom Financial Services Authority
                                    in relation to stabilization.

                           (iii)    In relation to any Notes for which the Agent
                                    is named as Stabilizing Manager in the
                                    applicable Pricing Supplement, the Issuer
                                    has not issued and will not issue, without
                                    the prior consent of that Agent, any press
                                    or other public announcement referring to
                                    the proposed issue of Notes unless the
                                    announcement adequately discloses the fact
                                    that stabilizing action may take place in
                                    relation to the Notes to be issued.

                  (e)      Each of the Agents undertakes to, and agrees with,
         each Irish Issuer that, on request by an Irish Issuer, to the extent
         which it is lawfully able to do so, it will provide any information it
         has available to it in order to assist the relevant Irish Issuer in
         complying with any obligations it may have, in relation to the
         prevention of money laundering, under the Criminal Justice Act, 1994 of
         Ireland or any code of best practice in such regard.

         SECTION 8. INDEMNIFICATION.

                  (a)      Indemnification of the Agents. The relevant Issuer
and (in the case of Notes issued by an Issuer other than GE Capital) the
Guarantor agrees to jointly and severally indemnify and hold harmless each
Agent, each Agent's respective directors and officers and each person, if any,
who controls any Agent 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 Offering Circular (if used within the period set
forth in Section 3(c) and as amended or supplemented if the relevant Issuer or
the Guarantor 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 such Issuer or the
Guarantor by any Agent expressly for use

                                       17


therein; provided, however, that the foregoing indemnity agreement with respect
to any preliminary offering circular (including, without limitation, any
preliminary offering circular supplement) shall not inure to the benefit of any
Agent from whom the person asserting any such losses, claims, damages or
liabilities purchased Notes, or any person controlling such Agent, if a copy of
the Offering Circular (as then amended or supplemented if such Issuer or the
Guarantor shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Agent to such person at or prior to the
written confirmation of the sale of the Notes to such person, and if the
Offering Circular (as so amended or supplemented) would have cured the defect
giving rise to such loss, claim, damage or liability.

                  (b)      Indemnification of the Issuers and the Guarantor.
Each Agent agrees, severally and not jointly, to indemnify and hold harmless
each Issuer, the Guarantor, each of their respective directors and officers and
any person controlling such Issuer or the Guarantor to the same extent as the
foregoing indemnity from such Issuer or the Guarantor to each Agent, but only
with reference to information relating to such Agent furnished in writing by
such Agent expressly for use in the Offering Circular.

                  (c)      General. In case any proceeding (including any
governmental investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to Sections 8(a) or 8(b) hereof, 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
(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 Agents in
the case of parties indemnified pursuant to Section 8(a) and by GE Capital in
the case of parties indemnified pursuant to Section 8(b). 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.

         SECTION 9. CONTRIBUTION. If the indemnification provided for in Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages or liabilities referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims, damages
or liabilities (i) if the indemnifying party is an Issuer or (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor, in such
proportion as is appropriate to reflect the relative benefits received by the
relevant Issuer on the one hand and the Agents on the other from the issue and
sale of the Notes, (ii) if the indemnifying party is an Agent, in such
proportion as is appropriate to reflect the relative fault of such Agent on the
one hand and the relevant Issuer or the Guarantor on the other hand

                                       18




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 relevant Issuer on the one hand and the Agents on the
other hand shall be deemed to be in the same proportion as the total sales price
received by such Issuer from the sale of Notes that are the subject of the claim
for indemnification (before deducting expenses) bears to the total underwriting
discounts and commissions received by the Agents from sales of Notes that are
the subject of the claim for indemnification. The relative fault of the relevant
Issuer or the Guarantor on the one hand and of the Agents on the other shall be
determined by reference to, among other things, whether the untrue statement of
a fact or the omission to state a fact relates to information supplied by such
Issuer or the Guarantor or statements made or furnished by the Agents and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

         Each Issuer, the Guarantor and the Agents agree that it would not be
just and equitable if contribution pursuant to this Section 9 were determined by
pro rata allocation (even if the Agents 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 9, no Agent shall be required to contribute any
amount in excess of the amount by which the sum of (i) the total price at which
any Notes, the purchase of which is the subject of the claim for indemnification
and which was solicited by such Agent, were sold by the relevant Issuer and (ii)
the total price at which any Notes, the purchase of which is the subject of the
claim for indemnification and which such Agent purchased as principal and
distributed to the public, were offered to the public, exceeds the amount of any
damages which such Agent 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 Agents' obligations to
contribute pursuant to this Section 9 are several, in proportion to the
respective amounts of Notes solicited or purchased by each of such Agents, and
not joint.

         SECTION 10. OFFERING RESTRICTIONS.

                  (a)      Each Agent hereby represents and warrants that it
will observe the restrictions included in Exhibit D hereto on offers and sales
of the Notes and the distribution of documents relating to the Notes; the terms
of Exhibit D are hereby incorporated by reference with the same effect as if set
forth herein in full. Each Issuer and (in the case of Notes issued by an Issuer
other than GE Capital) the Guarantor may from time to time amend, modify or
supplement the offering restrictions contained in Exhibit D pursuant to the
procedures set forth in Section 17 hereof.

                  (b)      Without prejudice to the provisions of this Section
10 and subject to the obligations of each Issuer and the Guarantor set forth in
Section 3 of this Agreement, each Issuer and the Guarantor shall have no
responsibility for, and each Agent will obtain, any consent, approval or

                                       19




permission required by such Agent for the subscription, offer, sale or delivery
by such Agent of Notes under the laws and regulations in force in any
jurisdiction to which such Agent is subject or in or from which such Agent makes
any subscription, offer, sale or delivery.

                  (c)      Unless otherwise specified in the Pricing Supplement
or the Terms Agreement, or both, each Agent agrees to indemnify and hold
harmless each Issuer and the Guarantor (and, in any underwritten transaction,
each other Agent underwriting Notes) and each person controlling such Issuer and
the Guarantor (and, in any underwritten transaction, each other Agent
underwriting Notes) from and against any and all losses, claims, damages and
liabilities arising from any breach by it of the foregoing provisions of this
Section 10.

         SECTION 11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement or any Terms Agreement, or contained in certificates of officers of
the relevant Issuer and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor submitted pursuant hereto, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
the Agents or any controlling person of any Agent, or by or on behalf of such
Issuer and the Guarantor or any controlling person of such Issuer and the
Guarantor, and shall survive each delivery of and payment for any of the Notes.

         SECTION 12. TERMINATION.

                  (a)      Termination of this Agreement. This Agreement may be
terminated as to a party for any reason, at any time by any party hereto upon
the giving of thirty (30) days' written notice of such termination to each other
party hereto; provided, however, that an Agent's termination of this Agreement
shall terminate the Agreement only between itself, the relevant Issuer and (in
the case of Notes issued by an Issuer other than GE Capital) the Guarantor.

                  (b)      Termination of a Terms Agreement. Notwithstanding
anything contained in this Agreement, the applicable Agent or Agents may, by
notice to the relevant Issuer and (in the case of Notes issued by an Issuer
other than GE Capital) the Guarantor, terminate any Terms Agreement at any time
before the time on the relevant Settlement Date when payment would otherwise be
due under such Terms Agreement to such Issuer in respect of the relevant Notes
if:

                  (i)      the opinion of such Agent or Agents, circumstances
                           shall be such as:

                      (A)  to prevent or to a material extent restrict payment
                           for the Notes in the manner contemplated in the Terms
                           Agreement; or

                      (B)  to a material extent prevent or restrict settlement
                           of transactions in the Notes in the market or
                           otherwise; or

                  (ii)     in the opinion of such Agent or Agents, there shall
                           have been:

                      (A)  any change in national or international political,
                           legal, tax or regulatory conditions; or

                      (B)  any calamity or emergency,

                                       20




                  which has in its view caused a substantial deterioration in
                  the price and/or value of the Notes;

and, upon notice being given, the parties to such Terms Agreement shall (except
for the liability of the relevant Issuer and the Guarantor in relation to
expenses as provided in Section 4 of this Agreement (and, if relevant, as
provided in such Terms Agreement) and except for any liability arising before or
in relation to such termination) be released and discharged from their
respective obligations under this Agreement.

                  (c)      General. In the event of any such termination, no
party will have any liability to the other parties hereto or to the other
parties to any Terms Agreement so terminated, except that (i) the Agents shall
be entitled to any commissions in accordance with the fourth paragraph of
Section 2(a) hereof, (ii) if at the time of termination (a) any Agent shall own
any Notes purchased pursuant to a Terms Agreement with the intention of
reselling them or (b) an offer to purchase any of the Notes has been accepted by
the relevant Issuer but the time of delivery to the purchaser or his agent of
the Note or Notes relating thereto has not occurred, the covenants set forth in
Sections 3 and 6 hereof and the offering restrictions set forth in Section 10
hereof shall remain in effect until such Notes are so resold or delivered, as
the case may be, and (iii) the provisions of Section 4 hereof, the indemnity and
contribution agreements set forth in Sections 8 and 9 hereof, and the provisions
of Sections 11 and 15 hereof shall remain in effect.

         SECTION 13. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication to the address or telefax
number set forth below:

                                       21




                  In the case of the Issuers or the Guarantor:

                  General Electric Capital Corporation
                  260 Long Ridge Road
                  Stamford, CT 06927
                  Phone: (203) 357-4000
                  Fax: (203) 357-4975
                  Attention: Senior Vice President-Corporate
                    Treasury and Global Funding Operation

                  GE Capital Australia Funding Pty. Ltd.
                  572 Swan Street
                  Richmond, Victoria 3121
                  Australia
                  Phone: 61 28249 3582
                  Fax:   61 2 8249 3788
                  Attention: Vice President

                  General Electric Capital Canada Inc.
                  2300 Meadowvale Blvd.
                  Mississauga, Ontario
                  Canada L5N 5P9
                  Phone: (905) 858-5710
                  Fax:   (905) 858-5234
                  Attention: Vice President and General Counsel

                  GE Capital Canada Funding Company
                  c/o General Electric Capital Canada Inc.
                  2300 Meadowvale Blvd.
                  Mississauga, Ontario
                  Canada L5N 5P9
                  Phone: (905) 858-5710
                  Fax:   (905) 858-5234
                  Attention: Secretary

                  GE  Capital European Funding
                  WIL House
                  Shannon Business Park
                  Shannon
                  Co. Clare
                  Ireland
                  Fax: +353-61-362010
                  Attention: Secretary

                  GE Capital UK Funding

                                       22




                  WIL House
                  Shannon Business Park
                  Shannon
                  Co. Clare
                  Ireland
                  Fax: +353-61-362010
                  Attention: Frank Cantillon, Secretary

                  (in each case with a copy to the Guarantor at the address
                  specified above)

                  In the case of the Agents:

                  Barclays Bank PLC
                  5 The North Colonnade
                  Canary Wharf
                  London E14 4BB
                  England
                  Fax: 44 (0)20 7773 4876
                  Attention: MTN Dealers

                  Credit Suisse First Boston (Europe) Limited
                  One Cabot Square
                  London E14 4QJ
                  England
                  Fax: 44 (0)20 7905 6128
                  Attention: MTN Trading

                  Goldman Sachs International
                  Peterborough Court
                  133 Fleet Street
                  London EC4A 2BB
                  England
                  Fax: 44 (0)20 7774 5711
                  Attention: Medium-Term Note Desk

                  GE Capital Bank S.C.A.
                  20, avenue Prothin
                  Tour Europlaza - 28C4
                  92063 Paris La Defense
                  France
                  Fax: 33 1 47 75 59 04
                  Attention: Medium-Term Note Desk

                  Merrill Lynch International
                  Merrill Lynch Financial Centre

                                       23




                  2 King Edward Street
                  London EC1A 1HQ
                  England
                  Fax: 44 (0)20 7995 4327
                  Attention: EMTN Trading and Distribution Desk

                  UBS LIMITED
                  100 Liverpool Street
                  London EC2M 2RH
                  England
                  Tel: 44 (0) 20 7567 2479
                  Fax: 44 (0) 20 7568 3349
                  Attention: MTNs and Private Placements

         SECTION 14. PARTIES. This Agreement and any Terms Agreement shall inure
to the benefit of and be binding upon the Agents, the relevant Issuer, the
Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and
each of their respective successors. Nothing expressed or mentioned in this
Agreement or any Terms Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto and their respective
successors and the controlling persons and officers and directors referred to in
Sections 8 and 9 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
Terms Agreement or any provision herein or therein contained. This Agreement and
any Terms Agreement and all conditions and provisions hereof and thereof are
intended to be for the sole and exclusive benefit of the parties hereto and
their respective successors and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation, except that purchasers of Notes sold by any
Agent as agent shall be entitled to the benefits of Section 5 hereof. No
purchaser of Notes shall be deemed to be a successor by reason merely of such
purchase.

         SECTION 15. GOVERNING LAW. This Agreement shall be governed by the laws
of the State of New York.

         SECTION 16. ACCESSION OF ADDITIONAL ISSUERS. The Agents and the other
parties hereto acknowledge and agree that one or more additional Issuers (each,
an "Additional Issuer") may from time to time accede to this Agreement upon the
terms and conditions set forth below. On and after the Accession Date (as
defined below) with respect to an Additional Issuer, such Additional Issuer
shall be bound by the terms of this Agreement and shall be entitled to all
rights and benefits, and subject to all duties and obligations, of an Issuer
hereunder, except under the circumstances provided for in subsection (c) below.

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

                  (b)      Condition Precedent to Accession: On or prior to the
date on which an Additional Issuer accedes as a party to this Agreement (the
"Accession Date"), each of the following conditions precedents must be
fulfilled: (i) the Additional Issuer and the Guarantor shall have

                                       24




delivered an Issuer Accession Notice to each Agent substantially in the form
annexed hereto as Exhibit E, together with the attachments described therein;
(ii) each Agent shall have received legal opinions in the form contemplated by
Section 5(a)(1), Section 5(a)(3) and, if the Additional Issuer is incorporated
or organized outside of the United States, Section 5(a)(4), or, in the
alternative, letters entitling the Agents to rely on the corresponding opinions
delivered on the Commencement Date, modified as appropriate to reflect the
Additional Issuer; (iii) each Agent shall have received an Officers' Certificate
signed by an executive officer of the Additional Issuer in the form contemplated
by Section 5(b)(ii); (iv) in the event any Notes to be issued by the Additional
Issuer are to be listed on the Luxembourg Stock Exchange, the Irish Stock
Exchange or on or by another stock exchange, competent listing authority and/or
quotation system, confirmation that listing of any Notes will be granted by such
exchange, competent listing authority and/or quotation system subject only to
delivery of the Offering Circular as most recently amended or supplemented; and
(v) a supplement or amendment to the Offering Circular, in form and substance
reasonably acceptable to the Agents, describing the Additional Issuer and any
other matters related to its accession to the program.

                  (c)      Agents' Option Not to Recognize Accession. If within
thirty (30) days of receipt of an Issuer Accession Notice as provided for in
subsection (b) above, an Agent determines, in its sole discretion, not to
solicit offers to purchase Notes of such Additional Issuer pursuant to
subsection 2(a) and 2(b) hereof, then such Agent shall deliver notice to the
Guarantor and such Additional Issuer (at the address set forth in the Issuer
Accession Notice) to the effect that such Agent does not intend to recognize
such Additional Issuer's accession to this Agreement. Thereafter, such
Additional Issuer shall not be deemed to be a party to this Agreement solely
with respect to such Agent and such Agent shall have no obligation to solicit
offers to purchase Notes on behalf of such Issuer.

         SECTION 17. AMENDMENTS. This Agreement may be amended by an agreement
executed by each of the parties hereto; provided, however, that if the relevant
Issuer elects to issue Notes denominated in a currency with respect to which
additional selling restrictions or amendments to existing selling restrictions
or other provisions are required to be added to this Agreement, such Issuer and
(in the case of Notes issued by an Issuer other than GE Capital) the Guarantor
shall deliver to each Agent a notice identifying such currency, an amended
version of Exhibit D hereto containing such selling restrictions and such other
provisions applicable thereto. Any such notice shall constitute an amendment to
this Agreement to add such selling restrictions and other provisions and such
amendment shall be effective on the date it is sent to each Agent in accordance
with the provisions of Section 13 hereof.

                                       25




         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to each Issuer (including GE Capital in its
capacity as Guarantor of Notes issued by each Issuer other than GE Capital) a
counterpart hereof, whereupon this instrument along with all counterparts will
become a binding agreement between the Agents and each such Issuer in accordance
with its terms.

                                 Very truly yours,

                                 GENERAL ELECTRIC CAPITAL CORPORATION
                                 GENERAL ELECTRIC CAPITAL CANADA INC.

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

                                 GE CAPITAL AUSTRALIA FUNDING PTY. LTD.

                                 By: ___________________________________________
                                 Name:  Kathryn A. Cassidy
                                 Title: Authorized Signatory

                                 GE CAPITAL CANADA FUNDING COMPANY

                                 By: ___________________________________________
                                 Name:  Kathryn A. Cassidy
                                 Title: President

                                 GE CAPITAL EUROPEAN FUNDING

                                 By: ___________________________________________
                                 Name:  Patrick Gilmartin
                                 Title: Director/Authorized Signatory




                                 GE CAPITAL UK FUNDING

                                 By: ___________________________________________
                                 Name:  Patrick Gilmartin
                                 Title: Director/Authorized Signatory

CONFIRMED AND ACCEPTED,
as of the date first above written:

BARCLAYS BANK PLC

By:  __________________________________
Name:
Title:

CREDIT SUISSE  FIRST BOSTON (EUROPE) LIMITED

By:  __________________________________
Name:
Title:

GE CAPITAL BANK S.C.A.

By:  __________________________________
Name:
Title:

GOLDMAN SACHS INTERNATIONAL

By:  __________________________________
Name:
Title:




MERRILL LYNCH INTERNATIONAL

By:  __________________________________
Name:
Title:

UBS LIMITED

By:  __________________________________
Name:
Title:

By:  __________________________________
Name:
Title:




                                                                       EXHIBIT A

                               [Principal Amount]

                     [GENERAL ELECTRIC CAPITAL CORPORATION]
                                [RELEVANT ISSUER]

                 EURO MEDIUM-TERM NOTES OR OTHER DEBT SECURITIES

              [GUARANTEED BY GENERAL ELECTRIC CAPITAL CORPORATION]

                                 TERMS AGREEMENT

                                                                          [DATE]

GENERAL ELECTRIC CAPITAL CORPORATION
260 Long Ridge Road
Stamford, Connecticut  06927
Attention: Senior Vice President-Corporate
           Treasury and Global Funding Operation
[RELEVANT ISSUER]
[Address]

Attention:

Re:           FOURTH AMENDED AND RESTATED EURO MTN DISTRIBUTION AGREEMENT
              DATED MAY 23, 2003

         Each of the undersigned (the "Agents") agrees to purchase the principal
amount of bearer Euro-Medium Term Notes [or Other Debt Securities] (Pricing
Supplement No. [ ]), set forth opposite its name on Schedule I hereto, having
the following terms:

Issuer:
[Guarantor:]
Maturity Date:
Principal Amount:
Issue Price:
Settlement Date and Time:  3:00 p.m., London time, on ____________________
Place of Delivery:  Offices of [Name of Agent and Address]
[Settlement Date and Time:  11:00 a.m., Greenwich Mean time, on [           ].]
Place of Delivery of Proceeds:
Issue Date:
Specified Currency:
Interest Rate:
Interest Payments:
Redemption at the option of the Company:
Repayment at the option of the holder:
Combined management and underwriting commission:
Selling concession:
Denominations of Definitive Notes:

                                      A-1




Listing:
Other Terms (including any additional selling restrictions):

For the purposes of the Notes being purchased hereby, any party to this Terms
Agreement that is not named as an Agent in the Euro MTN Distribution Agreement
referenced above is hereby appointed an Agent thereunder solely with respect to
the Notes and any such Agent or Agents agrees to be bound by the terms of the
Euro MTN Distribution Agreement as it applies to the distribution of the Notes.

[The certificate[s] referred to in Section 5(b) of the Euro MTN Distribution
Agreement, the opinion[s] referred to in Sections 5(a)(1) and 5(a)(4) of the
Euro MTN Distribution Agreement and the accountants' letter referred to in
Section 5(c) of the Euro MTN Distribution Agreement will be required.]

[In the event that any Agent desires to use any dealer or selling group to
distribute any portion of its allotment of the Notes, then any such Agent or
Agents shall cause such dealer or selling group member to agree in writing, for
the benefit of the Issuer [and General Electric Capital Corporation in its
capacity as Guarantor], to comply with all applicable terms of the Euro MTN
Distribution Agreement and this Terms Agreement relating to the distribution of
the Notes.]

                                                 [NAME OF AGENT]

                                                 By:____________________________
                                                 Name:
                                                 Title:

Accepted:

GENERAL ELECTRIC CAPITAL CORPORATION

By:________________________________
Name:
Title:

[RELEVANT ISSUER]

By:________________________________
Name:
Title:

                                      A-2




                                   SCHEDULE I

         Name of Agent                                         Principal Amount

                                      A-3




                                                                       EXHIBIT B

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                 AND AFFILIATES

                EURO MEDIUM-TERM NOTES AND OTHER DEBT SECURITIES

                            ADMINISTRATIVE PROCEDURES

                                  MAY 23, 2003

                  Reference is made to Section 2(c) of the Fourth Amended and
Restated Euro Medium-Term Note Distribution Agreement, dated May 23, 2003 (as
the same may be further amended or supplemented from time to time, the "Euro MTN
Distribution Agreement") pursuant to which Euro Medium-Term Notes and other debt
securities (the "Notes") are to be offered on a continuous basis by General
Electric Capital Corporation ("GE Capital"), and each of the other Issuers named
therein or made a party thereto from time to time (together with GE Capital,
each an "Issuer"). Notes issued by each Issuer other than GE Capital will be
unconditionally and irrevocably guaranteed by GE Capital (the "Guarantor"). Each
of the Agents named in the Euro MTN Distribution Agreement (each an "Agent") has
agreed to use it best efforts to solicit offers to purchase the Notes. Each
Agent, as principal, may also purchase Notes for its own account and if it does
so, the relevant Issuer, the Guarantor and such Agent will enter into a terms
agreement, as contemplated by the Euro MTN Distribution Agreement. Each Issuer
and the Guarantor has reserved the right in the Euro MTN Distribution Agreement
from time to time to appoint one or more additional firms either to solicit
purchases of Notes from the relevant Issuer by others or to purchase Notes
directly from the relevant Issuer as principal for resale to others, and any
reference herein to "Agent" shall include each such additional firm.

                  The Notes will be issued under a fourth amended and restated
Fiscal and Paying Agency Agreement dated as of May 23, 2003, among each Issuer
(including GE Capital in its capacity as Guarantor of Notes issued by an Issuer
other than GE Capital), JPMorgan Chase Bank, as fiscal agent (in such capacity,
the "Fiscal Agent") and principal paying agent (in such capacity, the "Principal
Paying Agent"), and J.P. Morgan Bank Luxembourg S.A., as paying agent, and J.P.
Morgan Bank (Ireland) p.l.c., as further amended or supplemented from time to
time (the "Fiscal Agency Agreement"). Unless otherwise specified with respect to
a particular series of Notes, JPMorgan Bank Luxembourg S.A., will also act as
the authenticating agent (the "Authenticating Agent") for the Notes and will be
the Registrar for the Registered Notes (as defined below) and will perform the
duties specified herein and in the Fiscal Agency Agreement. JP Morgan Chase Bank
will also act as Calculation Agent with respect to the Notes unless a different
Calculation Agent is appointed by an Issuer or the Guarantor with respect to a
specific series of Notes. If the relevant Issuer issues any Notes denominated in
Hong Kong dollars, the Principal Paying Agent will act through one of its
branches or agencies located outside of Hong Kong and will request of Euroclear
and Clearstream, Luxembourg (each as defined below) that the common depositary
act through an office outside of Hong Kong, or as may otherwise be required by
applicable laws or regulations.

                  Each Issuer has appointed Kredietbank S.A. Luxembourgeoise in
Luxembourg as listing agent (the "Listing Agent") for each series of Notes that
is listed on the Luxembourg Stock

                                      B-1




Exchange. The Irish Issuers have appointed JPMorgan Bank (Ireland) p.l.c. in
Dublin for each Series of Notes that is listed on the Official List of the Irish
Stock Exchange (the "Irish Listing Agent"). Series of Notes may be issued that
will not be listed on any stock exchange. As used herein, the term "series of
Notes" shall refer to all Notes having identical terms but for authentication
date and public offering price, and the term "tranche of Notes" shall refer to
all Notes having identical terms, including authentication date and public
offering price.

                  Notes will bear interest at a fixed rate (the "Fixed Rate
Notes"), which may be zero in the case of certain original issue discount notes
(the "OID Notes"), or at floating rates (the "Floating Rate Notes"). The Notes
will be issued in U.S. dollars or other currencies (the "Specified Currency").
The Notes may be issued in registered form without coupons ("Registered Notes"),
in bearer form with or without coupons ("Bearer Notes"), or in any combination
of any such registered or bearer forms. Each Bearer Note initially will be
represented by a temporary global Note (each, a "Temporary Global Note")
delivered to a common depositary located outside the United States (the "Common
Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream,
Luxembourg") and subsequently by a permanent global Note (each, a "Permanent
Global Note") and/or one or more definitive Bearer Notes (each, a "Definitive
Bearer Note") or, under certain circumstances, for definitive Registered Notes.
If so specified in the applicable Pricing Supplement (as defined below), a
tranche or series of Notes may also be held in alternative clearance systems.

                  The Notes are described in an Offering Circular prepared by
each Issuer (including GE Capital in its capacity as Guarantor of Notes issued
by an Issuer other than GE Capital), which may be amended from time to time (the
"Offering Circular"). The terms of each tranche of Notes issued under the Fiscal
Agency Agreement will be described in a supplement to the Offering Circular
(each such supplement hereinafter referred to as a "Pricing Supplement"). The
term "Offering Circular" is used herein to describe the Offering Circular
together with the applicable Pricing Supplement unless the context otherwise
required.

                  In case of any conflict between these Administrative
Procedures and either the Euro MTN Distribution Agreement or the Fiscal Agency
Agreement, the terms of the Euro MTN Distribution Agreement or the Fiscal Agency
Agreement, respectively, shall govern. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Euro MTN
Distribution Agreement or in the Fiscal Agency Agreement.

                                      B-2




                            ADMINISTRATIVE PROCEDURES

Issuance:                  Bearer Notes. Each Bearer Note will be dated and
                           issued as of the date of authentication by the Fiscal
                           Agent. Each Note will bear an original issue date,
                           which will be (i) with respect to a Temporary Global
                           Note (or any portion thereof), the date of its
                           original issue as specified in such Temporary Global
                           Note or (ii) with respect to any Permanent Global
                           Note or Definitive Bearer Note (or portion thereof)
                           issued subsequently upon transfer or exchange of a
                           Bearer Note or in lieu of a destroyed, lost or stolen
                           Bearer Note, the original issue date of the
                           predecessor Bearer Note, regardless of the date of
                           authentication of such subsequently issued Bearer
                           Note.

                           Each Bearer Note issued by an Irish Issuer with a
                           maturity of less than one year shall carry the title
                           "Commercial Paper", include a statement to the effect
                           that it is guaranteed and identify the Guarantor by
                           name and bear the following legend:

                           "This Note is issued in accordance with an exemption
                           granted by the Irish Financial Services Regulatory
                           Authority as a constituent part of the Central Bank
                           and Financial Services Authority of Ireland ("IFSRA")
                           under section 8(2) of the Central Bank Act, 1971 of
                           Ireland, as inserted by section 31 of the Central
                           Bank Act, 1989 of Ireland, as amended by section
                           70(d) of the Central Bank Act, 1997 of Ireland.
                           [Insert name of relevant Irish Issuer] is not
                           regulated by IFSRA arising from the issue of Notes by
                           it with a maturity of less than one year. An
                           investment in Notes issued by [insert name of
                           relevant Irish Issuer] with a maturity of less than
                           one year does not have the status of a bank deposit
                           and is not within the scope of the Deposit Protection
                           Scheme operated by IFSRA."

                           Registered Notes. Except as described below, each
                           Registered Note will be dated and issued as of the
                           date of its authentication by the Authenticating
                           Agent. Each Registered Note will bear an original
                           issue date, which will be (i) with respect to an
                           original Registered Note (or any portion thereof),
                           its original issuance date (which will be the
                           settlement date), (ii) with respect to any Registered
                           Note (or portion thereof) issued subsequently upon
                           transfer or exchange of a Registered Note or in lieu
                           of a destroyed, lost or stolen Registered Note, the
                           original issuance date of the predecessor Registered
                           Note, regardless of the date of authentication of
                           such subsequently issued Registered Note and (iii)
                           with respect to any Registered Note (or portion
                           thereof) issued in exchange for an interest in a
                           Permanent Global Note,

                                      B-3




                           the last date on which interest was paid on such
                           Permanent Global Note or any predecessor Note.

                           Each Registered Note issued by an Irish Issuer with a
                           maturity of less than one year shall carry the title
                           "COMMERCIAL PAPER", include a statement to the effect
                           that it is guaranteed and identify the Guarantor by
                           name and bear the following legend:

                           "This Note is issued in accordance with an exemption
                           granted by IFSRA under section 8(2) of the Central
                           Bank Act, 1971 of Ireland, as inserted by section 31
                           of the Central Bank Act, 1989 of Ireland, as amended
                           by section 70(d) of the Central Bank Act, 1997 of
                           Ireland. [Insert name of relevant Irish Issuer] is
                           not regulated by IFSRA arising from the issue of
                           Notes by it with a maturity of less than one year. An
                           investment in Notes issued by [insert name of
                           relevant Irish Issuer] with a maturity of less than
                           one year does not have the status of a bank deposit
                           and is not within the scope of the Deposit Protection
                           Scheme operated by IFSRA."

Registration:              Registered Notes will be issued only in fully
                           registered form without coupons.

Guarantee:                 Each Note issued by an Issuer other than GE Capital
                           will have the Guarantee of the Guarantor endorsed
                           thereon.

Transfers and              Bearer Notes. Transfers of interests in a Temporary
Exchanges:                 or Permanent Global Note will be made by Euroclear or
                           Clearstream, Luxembourg in accordance with its
                           customary operating procedures. Title to definitive
                           Bearer Notes and coupons will pass by physical
                           delivery. The bearer of each coupon, whether or not
                           attached to a definitive Bearer Note, shall be
                           subject to and bound by all the provisions contained
                           in the definitive Bearer Note to which such coupon
                           relates. The bearer of any definitive Bearer Note and
                           any coupon may, to the fullest extent permitted by
                           applicable law, be treated at all times, by all
                           persons and for all purposes as the absolute owner of
                           such definitive Bearer Note or coupon, as the case
                           may be, regardless of any notice of ownership, theft
                           or loss or of any writing thereon. Bearer Notes may
                           be exchanged, if so provided in the applicable
                           Pricing Supplement, for Registered Notes.

                           Registered Notes. A Registered Note may be presented
                           for transfer or exchange at the corporate trust
                           office of the Registrar or any Transfer Agent
                           appointed under the Fiscal Agency Agreement.
                           Registered Notes will be exchangeable for other
                           Registered Notes having identical terms but different

                                      B-4




                           denominations without service charge. Registered
                           Notes will not be exchangeable for Bearer Notes.

Maturities:                Each Note will mature on a date from nine months or
                           more from its date of issue; provided, however, Notes
                           denominated in Specified Currencies other than US
                           dollars may be subject to restrictions on maturities
                           as provided for in the Euro MTN Distribution
                           Agreement or as otherwise may be required by
                           regulations of the applicable central bank or similar
                           monetary authority of the country issuing the
                           Specified Currency.

Specified Currency:        The currency denomination with respect to any Note
                           and the payment of interest and the repayment of
                           principal with respect to any such Note shall be as
                           set forth therein and in the applicable Pricing
                           Supplement.

Denominations:             Unless otherwise provided in the applicable Pricing
                           Supplement, the following denominations shall apply:

                                    (a) Definitive Bearer Notes. Definitive
                                    Bearer Notes will be issued in denominations
                                    of 100,000 units, 10,000 units or 1,000
                                    units of the Specified Currency indicated on
                                    the face of such Note;

                                    (b) Global Bearer Notes. Global Bearer Notes
                                    will be issued in denominations of 1,000
                                    units of the Specified Currency indicated on
                                    the face thereof and integral multiples
                                    thereof;

                                    (c) Registered Notes. Registered Notes will
                                    be issued in denominations of 10,000 units
                                    of the Specified Currency indicated on the
                                    face of such Note or an integral multiple of
                                    1,000 units of such Specified Currency in
                                    excess thereof;

                                    provided, however, Notes denominated in
                                    Specified Currencies other than US Dollars
                                    may be subject to denomination restrictions
                                    as set forth in the Euro MTN Distribution
                                    Agreement or as otherwise may be required by
                                    regulations of the applicable central bank
                                    or similar monetary authority of the country
                                    issuing the Specified Currency.

                                    (d) Notes issued by an Irish Issuer with a
                                    maturity of less than one year will be
                                    subject to a minimum denomination of
                                    (euro)125,000 or its foreign currency
                                    equivalent. No Irish Issuer may offer Notes
                                    where the Notes have a denomination of less
                                    than (euro)40,000. Notes

                                      B-5




                                    issued by an Irish Issuer will, if unlisted,
                                    have a minimum denomination of
                                    GBP(pound)300,000 or its foreign currency
                                    equivalent.

Global Notes and Definitive
Bearer and Registered Notes:        Until the 40th day following the date of
                                    issuance of any tranche of Bearer Notes or
                                    such other date as may be required to comply
                                    with the terms of Regulation S ("Regulation
                                    S") under the U.S. Securities Act of 1933,
                                    as amended, as described in the Euro MTN
                                    Distribution Agreement (the "Exchange
                                    Date"), and until Final Certification (as
                                    defined below) in accordance with TEFRA D as
                                    described in the Euro MTN Distribution
                                    Agreement, such tranche of Bearer Notes will
                                    be represented by one or more Temporary
                                    Global Notes in bearer form without interest
                                    coupons. The relevant Issuer shall execute,
                                    and upon the instructions of the relevant
                                    Issuer the Authenticating Agent shall
                                    complete and authenticate, such Temporary
                                    Global Note upon the same conditions and in
                                    substantially the same manner, and with the
                                    same effect, as an individual definitive
                                    Bearer Note. On or prior to the settlement
                                    date (which will normally be the original
                                    issue date) with respect to such Notes, the
                                    Authenticating Agent shall deposit the
                                    Temporary Global Note with the Common
                                    Depositary in the manner specified below
                                    under "Settlement Procedures; Bearer Notes".
                                    The interest of each beneficial owner of
                                    Bearer Notes represented by such Temporary
                                    Global Note will be credited to the
                                    appropriate account with Euroclear or
                                    Clearstream, Luxembourg, as specified below
                                    under "Interest -- General; Bearer Notes".

                                    On or after the Exchange Date and provided
                                    that Final Certification (as described
                                    below) has occurred, the interest of the
                                    beneficial owners of the Notes represented
                                    by the Temporary Global Note shall be
                                    cancelled and such interests shall
                                    thereafter be represented by a Permanent
                                    Global Note or Definitive Bearer Notes or,
                                    if provided in the applicable Pricing
                                    Supplement, by definitive Registered Notes.
                                    The interest of each beneficial owner of
                                    Bearer Notes represented by a Permanent
                                    Global Note will be credited to the
                                    appropriate account with Euroclear or
                                    Clearstream, Luxembourg.

                                    The beneficial owner of an interest in a
                                    Permanent Global Note may, at any time, upon
                                    30 days' written

                                      B-6




                                    notice to the Fiscal Agent as provided in
                                    the Fiscal Agency Agreement given by such
                                    beneficial owner through either Euroclear or
                                    Clearstream, Luxembourg, as the case may be,
                                    exchange its beneficial interest in such
                                    Permanent Global Note for one or more
                                    Definitive Bearer Notes (or, if provided in
                                    the applicable Pricing Supplement, a
                                    Registered Note) equal in aggregate
                                    principal amount to such beneficial
                                    interest. Upon receipt by the Fiscal Agent
                                    of an initial request to exchange an
                                    interest in a Permanent Global Note for a
                                    Definitive Bearer Note or Notes, all other
                                    interests in such Permanent Global Note
                                    shall, so long as Euroclear or Clearstream,
                                    Luxembourg shall so require, be exchanged
                                    for Definitive Bearer Notes. Such exchange
                                    shall occur at no expense to the beneficial
                                    owners as soon as practicable after the
                                    receipt of the initial request for
                                    Definitive Bearer Notes. After such exchange
                                    has occurred, all remaining interests in the
                                    temporary global Bearer Note will be
                                    exchangeable only for definitive Bearer
                                    Notes or (if so provided in the applicable
                                    Pricing Supplement) for definitive
                                    Registered Notes.

                                    In all events, Bearer Notes will be
                                    delivered by the Fiscal Agent only outside
                                    the United States to non-US persons.

Final Certification:                Final Certification with respect to a
                                    Temporary Global Note shall mean the
                                    delivery by Euroclear or Clearstream,
                                    Luxembourg, as the case may be, to the
                                    Fiscal Agent of a signed certificate (a
                                    "Clearance System Certificate") in
                                    substantially the form set forth in Exhibit
                                    B-1 to the Fiscal Agency Agreement with
                                    respect to the Notes being exchanged, dated
                                    no earlier than the Exchange Date for such
                                    Notes, to the effect that Euroclear or
                                    Clearstream, Luxembourg, as the case may be,
                                    has received certificates ("Certificates of
                                    Non-U.S. Beneficial Ownership") in the form
                                    substantially set forth in Exhibit B-2 to
                                    the Fiscal Agency Agreement with respect to
                                    each of such Notes, which Certificates of
                                    Non-U.S. Beneficial Ownership shall be dated
                                    no earlier than ten days before the Exchange
                                    Date and shall be delivered by the account
                                    holders appearing on its records as entitled
                                    to such Notes.

Interest:                           The following is a summary of terms of the
                                    Notes with respect to interest and is for
                                    informational purposes only; the terms of
                                    each Note as described in the Pricing
                                    Supplement and the Offering Circular shall
                                    govern in the

                                      B-7



                                    case of any conflict with the provisions set
                                    forth below. Terms used but not defined
                                    herein shall have the meanings assigned to
                                    them in the Offering Circular.

                                    General: Bearer Notes. Interest on each
                                    Bearer Note will accrue from and including
                                    the original issue date of such Note for the
                                    first interest period and from and including
                                    the most recent date to which interest has
                                    been paid for all subsequent interest
                                    periods. Each payment of interest on a
                                    Bearer Note will include interest accrued
                                    from and including the next preceding
                                    Interest Payment Date in respect of which
                                    interest has been paid (or from and
                                    including the date of issue, if no interest
                                    has been paid) to but excluding the Interest
                                    Payment Date; provided, however, that in the
                                    case of Floating Rate Notes on which the
                                    interest rate is reset daily or weekly, each
                                    interest payment will include interest
                                    accrued from and including the date of issue
                                    or from but excluding the fifteenth calendar
                                    day preceding the next preceding Interest
                                    Payment Date (whether or not such fifteenth
                                    calendar day is a Business Day), unless
                                    otherwise specified in the applicable
                                    Pricing Supplement; and provided, further,
                                    that interest in respect of any Interest
                                    Payment Date on any interest in a Temporary
                                    Global Note for which Final Certification
                                    has not been made shall not be paid until
                                    the occurrence of the earlier of (1) Final
                                    Certification with respect to such interest
                                    in such Temporary Global Note and (2) in the
                                    case of an Interest Payment Date occurring
                                    between the original issue date and the
                                    Exchange Date, delivery by Euroclear or
                                    Clearstream, Luxembourg, as the case may be,
                                    to the Fiscal Agent of a Clearing System
                                    Certificate dated no earlier than such
                                    Interest Payment Date to the effect that
                                    Euroclear or Clearstream, Luxembourg, as the
                                    case may be, has received Certificates of
                                    Non-U.S. Beneficial Ownership with respect
                                    to such interests in the Temporary Global
                                    Note, which Certificates of Non-U.S.
                                    Beneficial Ownership shall have been dated
                                    no earlier than ten days before such
                                    Interest Payment Date and shall be signed by
                                    the account holders appearing on its records
                                    as entitled to such Notes.

                                    Fixed Rate Bearer Notes. Unless otherwise
                                    specified in the applicable Pricing
                                    Supplement, interest payments on Fixed Rate
                                    Bearer Notes will be made semi-annually on
                                    March 15 and September 15 of each year and
                                    at maturity or upon any earlier redemption
                                    or repayment.

                                      B-8




                                    Floating Rate Bearer Notes. Interest
                                    payments will be made on Floating Rate
                                    Bearer Notes monthly, quarterly,
                                    semi-annually or annually. Except as
                                    provided below or as specified in the
                                    applicable Pricing Supplement, interest will
                                    be payable, in the case of Floating Rate
                                    Bearer Notes with a daily, weekly or monthly
                                    Interest Reset Date, on the third Wednesday
                                    of each month or on the third Wednesday of
                                    March, June, September and December, as
                                    specified pursuant to "A" under "Settlement
                                    Procedures; Bearer Notes" below ("Settlement
                                    Procedure "A" "); in the case of Notes with
                                    a quarterly Interest Reset Date, on the
                                    third Wednesday of March, June, September
                                    and December of each year; in the case of
                                    Notes with a semi-annual Interest Reset
                                    Date, on the third Wednesday of the two
                                    months specified pursuant to Settlement
                                    Procedure "A" and in the case of Notes with
                                    an annual Interest Reset Date, on the third
                                    Wednesday of the month specified pursuant to
                                    Settlement Procedure "A" and, in each case,
                                    on the Maturity Date. If any such Interest
                                    Payment Date is not a Business Day, the
                                    provisions set forth under "Payments of
                                    Principal and Interest -- Bearer Notes"
                                    shall apply.

                                    General: Registered Notes. Interest on each
                                    Registered Note will accrue from and
                                    including the original issue date of such
                                    Note for the first interest period and from
                                    and including the most recent date to which
                                    interest has been paid for all subsequent
                                    interest periods. Each payment of interest
                                    on a Registered Note will include interest
                                    accrued from and including the next
                                    preceding Interest Payment Date in respect
                                    of which interest has been paid (or from and
                                    including the date of issue, if no interest
                                    has been paid) to but excluding the Interest
                                    Payment Date, provided, however, that in the
                                    case of Floating Rate Notes which reset
                                    daily or weekly, interest payments will
                                    include interest from and including the date
                                    of issue or from but excluding the last
                                    Regular Record Date to which interest has
                                    been paid, as the case may be, through and
                                    including the Regular Record Date next
                                    preceding the Interest Payment Date, unless
                                    otherwise specified in the applicable
                                    Pricing Supplement; and provided, further,
                                    that at the Maturity Date, the interest
                                    payable will include interest accrued to but
                                    excluding the Maturity Date.

                                    Fixed Rate Registered Notes. Unless
                                    otherwise specified in the applicable
                                    Pricing Supplement, interest payments on
                                    Fixed Rate Registered Notes will be made

                                      B-9




                                    semi-annually on March 15 and September 15
                                    of each year and at the Maturity Date;
                                    provided, however, that in the case of
                                    Registered Fixed Rate Notes issued between a
                                    Regular Record Date and an Interest Payment
                                    Date, the first interest payment will be
                                    made on the Interest Payment Date following
                                    the next succeeding Regular Record Date.

                                    Floating Rate Registered Notes. Interest
                                    payments will be made on Floating Rate
                                    Registered Notes monthly, quarterly,
                                    semiannually or annually. Except as provided
                                    below or as specified in the applicable
                                    Pricing Supplement, interest will be
                                    payable, in the case of Floating Rate
                                    Registered Notes with a daily, weekly or
                                    monthly Interest Reset Date, on the third
                                    Wednesday of each month or on the third
                                    Wednesday of March, June, September and
                                    December, as specified pursuant to "AA"
                                    below under "Settlement Procedures;
                                    Registered Notes" ("Settlement Procedure
                                    "AA" "); in the case of Notes with a
                                    quarterly Interest Reset Date, on the third
                                    Wednesday of March, June, September and
                                    December of each year; in the case of Notes
                                    with a semi-annual Interest Reset Date, on
                                    the third Wednesday of the two months
                                    specified pursuant to Settlement Procedure
                                    "AA"; and in the case of Notes with an
                                    annual Interest Reset Date, on the third
                                    Wednesday of the month specified pursuant to
                                    Settlement Procedure "AA" and, in each case,
                                    on the Maturity Date; provided, however,
                                    that in the case of Registered Floating Rate
                                    Notes issued between a Regular Record Date
                                    and an Interest Payment Date, the first
                                    interest payment will be made on the
                                    Interest Payment Date following the next
                                    succeeding Record Date. If any such Interest
                                    Payment Date is not a Business Day, the
                                    provisions set forth under "Payments of
                                    Principal and Interest -- Registered Notes"
                                    shall apply.

Disclosure under Interest
Act (Canada):                       In the case of Notes issued by GEC Canada or
                                    GEC Canada Funding whenever it is necessary
                                    to compute any amount of interest in respect
                                    of the Notes for a period of less than a
                                    full year, such interest shall be calculated
                                    on the basis of a 360-day year consisting of
                                    12 months of 30 days each. For purposes only
                                    of disclosure under the Interest Act
                                    (Canada), the yearly rate of interest to
                                    which interest so calculated is equivalent
                                    is the interest rate set forth herein
                                    multiplied by a fraction the numerator of
                                    which is the number of

                                      B-10




                                    days in the calendar year in which the same
                                    is to be ascertained and the denominator of
                                    which is 360.

Calculation of Interest:            The following is a summary of terms of the
                                    Notes with respect to the calculation of
                                    interest and is for informational purposes
                                    only; the terms of each Note as described in
                                    the Pricing Supplement and the Offering
                                    Circular shall govern in the case of any
                                    conflict with the provisions set forth
                                    below. Terms used but not defined herein
                                    shall have the meanings assigned to them in
                                    the Offering Circular.

                                    Fixed Rate Notes. Interest will be
                                    calculated as specified in the Offering
                                    Circular or as modified in the applicable
                                    Pricing Supplement.

                                    Floating-Rate Notes. Interest will be
                                    calculated as specified in the Offering
                                    Circular or as modified in the applicable
                                    Pricing Supplement.

Payments of Principal
and Interest:                       The following is a summary of terms of the
                                    Notes with respect to the payment of
                                    principal and interest and is for
                                    informational purposes only; the terms of
                                    each Note (as described in the Pricing
                                    Supplement and the Offering Circular) and
                                    the Fiscal Agency Agreement shall govern in
                                    the case of any conflict with the provisions
                                    set forth below. Terms used but not defined
                                    herein shall have the meanings assigned to
                                    them in the Fiscal Agency Agreement.

                                    Bearer Notes. Except as otherwise provided
                                    in the Bearer Notes, payment of the
                                    principal amount of each Bearer Note at the
                                    Maturity Date thereof will be made only upon
                                    presentation and surrender of such Bearer
                                    Note to the Principal Paying Agent or any
                                    Paying Agent outside the United States. Such
                                    payment, together with payment of interest
                                    due at the Maturity Date of such Note, will
                                    be made in funds available for immediate use
                                    by the Principal Paying Agent or such Paying
                                    Agent and in turn by the holder of such
                                    Note. Bearer Notes presented to the
                                    Principal Paying Agent or a Paying Agent at
                                    the Maturity Date for payment will be
                                    cancelled or destroyed by such paying agent
                                    and delivered to the relevant Issuer with a
                                    certificate of cancellation or destruction,
                                    as applicable. All interest payments on a
                                    Bearer Note (other than interest due at the
                                    Maturity Date) will be made by check drawn
                                    on the Principal Paying Agent (or another
                                    person appointed by the

                                      B-11




                                    Principal Paying Agent) and delivered to an
                                    address outside the United States by the
                                    Principal Paying Agent to the person
                                    entitled thereto or by wire transfer of
                                    immediately available funds to an account
                                    maintained by the payee with a bank located
                                    outside the United States.

                                    Except as specified in "Interest -- General;
                                    Bearer Notes" above, interest on a Temporary
                                    Global Note or Permanent Global Note shall
                                    be payable to the beneficial owner thereof
                                    through credit to the account of such owner
                                    or of the custodian bank of such owner with
                                    Euroclear or Clearstream, Luxembourg. Except
                                    as otherwise provided in the Bearer Notes,
                                    interest on a definitive Bearer Note shall
                                    be payable to the holder of the appropriate
                                    coupon appertaining thereto only upon
                                    presentation and surrender of such coupon at
                                    the office of the Principal Paying Agent or
                                    any other Paying Agent outside the United
                                    States.

                                    If any Interest Payment Date or the Maturity
                                    Date or redemption or repayment date of a
                                    Fixed Rate Bearer Note is not a Business
                                    Day, the payment due on such day shall be
                                    made on the next succeeding Business Day and
                                    no interest shall accrue on such payment for
                                    the period from and after such Interest
                                    Payment Date or Maturity Date, as the case
                                    may be. If any Interest Payment Date (other
                                    than the Maturity Date) for any Floating
                                    Rate Bearer Note would fall on a day that is
                                    not a Business Day with respect to such
                                    Note, such Interest Payment Date will be the
                                    following day that is a Business Day with
                                    respect to such Note at which time the
                                    Issuer will pay additional interest that has
                                    accrued up to but excluding such following
                                    Business Day, except that, in the case of a
                                    Bearer LIBOR Note, if such Business Day is
                                    in the next succeeding calendar month, such
                                    Interest Payment Date shall be the
                                    immediately preceding day that is a Business
                                    Day with respect to such Bearer LIBOR Note.
                                    If the Maturity Date for any Floating Rate
                                    Bearer Note would fall on a day that is not
                                    a Business Day with respect to such Note,
                                    the payment of principal, premium, if any,
                                    and interest, if any, will be made on the
                                    following day that is a Business Day with
                                    respect to such Note, and no interest shall
                                    accrue for the period from and after such
                                    Maturity Date.

                                    Registered Notes. Except as otherwise
                                    provided in a Registered Note, the Principal
                                    Paying Agent will pay the principal amount
                                    of each Registered Note at the Maturity

                                      B-12




                                    Date upon presentation and surrender of such
                                    Note to its offices. Such payment, together
                                    with payment of interest due at the Maturity
                                    Date of such Note, will be made in funds
                                    available for immediate use by the Principal
                                    Paying Agent and in turn by the holder of
                                    such Note. Registered Notes presented to the
                                    Principal Paying Agent at the Maturity Date
                                    for payment will be cancelled or destroyed
                                    and delivered to the relevant Issuer with a
                                    certificate of cancellation or destruction,
                                    as applicable. All interest payments on a
                                    Registered Note (other than interest due at
                                    the Maturity Date) will be made by check
                                    drawn on the Principal Paying Agent (or
                                    another person appointed by the Principal
                                    Paying Agent) and mailed by the Principal
                                    Paying Agent to the person entitled thereto
                                    as provided in such Note and the Fiscal
                                    Agency Agreement or by wire transfer of
                                    immediately available funds. Following each
                                    Regular Record Date, the Principal Paying
                                    Agent will furnish the relevant Issuer with
                                    a list of interest payments to be made on
                                    the following Interest Payment Date for each
                                    Registered Note and in total for all
                                    Registered Notes. Interest at the Maturity
                                    Date will be payable to the person to whom
                                    the payment of principal is payable. The
                                    Principal Paying Agent will provide monthly
                                    to the relevant Issuer lists of principal
                                    and interest, to the extent ascertainable,
                                    to be paid on Registered Notes maturing or
                                    to be redeemed in the next month. The
                                    Principal Paying Agent will be responsible
                                    for withholding taxes on interest paid on
                                    Registered Notes as required by applicable
                                    law.

                                    If any Interest Payment Date or the Maturity
                                    Date of a Fixed Rate Registered Note is not
                                    a Business Day, the payment due on such day
                                    shall be made on the next succeeding
                                    Business Day and no interest shall accrue on
                                    such payment for the period from and after
                                    such Interest Payment Date or Maturity Date,
                                    as the case may be. If any Interest Payment
                                    Date (other than the Maturity Date) for any
                                    Floating Rate Registered Note would fall on
                                    a day that is not a Business Day with
                                    respect to such Note, such Interest Payment
                                    Date will be the following day that is a
                                    Business Day with respect to such Note at
                                    which time the Issuer will pay additional
                                    interest that has accrued up to but
                                    excluding such following Business Day,
                                    except that, in the case of a Registered
                                    LIBOR Note, if such Business Day is in the
                                    next succeeding calendar month, such
                                    Interest Payment Date shall be the
                                    immediately preceding day that is a Business
                                    Day with respect to such Registered LIBOR
                                    Note. If the Maturity

                                      B-13




                                    Date for any Floating Rate Registered Note
                                    would fall on a day that is not a Business
                                    Day with respect to such Note, the payment
                                    of principal, premium, if any, and interest,
                                    if any, will be made on the following day
                                    that is a Business Day with respect to such
                                    Note, and no interest shall accrue for the
                                    period from and after such Maturity Date.

Preparation of                      If any offer to purchase a tranche of Notes
Pricing Supplement:                 is accepted by or on behalf of the relevant
                                    Issuer, the relevant Issuer and (in the case
                                    of Notes issued by an Issuer other than GE
                                    Capital) the Guarantor will prepare a
                                    pricing supplement (a "Pricing Supplement")
                                    reflecting the terms of such tranche of Note
                                    and will deliver a copy of such Pricing
                                    Supplement to the relevant Agent as such
                                    Agent shall request as soon as practicable,
                                    but in no event later than 5 Business Days
                                    following the date such offer to purchase
                                    Notes is accepted. The relevant Agent will
                                    cause such Pricing Supplement together with
                                    the Offering Circular to be delivered to
                                    each purchaser of such tranche of Note. In
                                    addition, the relevant Issuer shall forward
                                    the Pricing Supplement to the Fiscal Agent
                                    as soon as it becomes available but in no
                                    event later than the issue date.

                                    In each instance that a Pricing Supplement
                                    is prepared, the Agents receiving such
                                    Pricing Supplement will affix the Pricing
                                    Supplement to the Offering Circular prior to
                                    their use. Outdated Pricing Supplements, and
                                    the Offering Circular to which they are
                                    attached (other than those retained for
                                    files), will be destroyed.

Settlement:                         The receipt by the relevant Issuer of
                                    immediately available funds in exchange for
                                    the delivery of an authenticated Temporary
                                    Global Note to the Common Depositary in the
                                    manner described in "Settlement Procedures;
                                    Bearer Notes" below or an authenticated
                                    Registered Note delivered to the relevant
                                    Agent and such Agent's delivery of such Note
                                    against receipt of immediately available
                                    funds shall constitute "settlement" with
                                    respect to such Note. All orders accepted by
                                    the relevant Issuer will be settled on such
                                    date as the relevant Issuer and the
                                    purchaser shall agree upon.

Settlement Procedures;              Settlement Procedures with regard to each
Bearer Notes:                       Bearer Note sold by each Issuer to or
                                    through an Agent shall be as follows:

                                      B-14




                                    A.       The relevant Agent will advise the
                                             relevant Issuer by telephone that
                                             such Note is initially a Bearer
                                             Note and of the following
                                             settlement information:

                                             1.       Principal amount.

                                             2.       Maturity Date.

                                             3.       In the case of a Fixed
                                                      Rate Bearer Note, the
                                                      Interest Rate, the
                                                      frequency of interest
                                                      payments, and whether such
                                                      Note is an Amortizing Note
                                                      and, if so, the
                                                      amortization schedule, or,
                                                      in the case of a Floating
                                                      Rate Bearer Note, the
                                                      Initial Interest Rate (if
                                                      known at such time),
                                                      Interest Payment Dates,
                                                      Interest Payment Period,
                                                      Calculation Agent, Base
                                                      Rate, Index Maturity,
                                                      Interest Reset Period,
                                                      Interest Reset Dates,
                                                      Spread or Spread
                                                      Multiplier (if any),
                                                      Minimum Interest Rate (if
                                                      any), Maximum Interest
                                                      Rate (if any) and the
                                                      Alternate Rate Event
                                                      Spread (if any).

                                             4.       Redemption or repayment
                                                      provisions, if any.

                                             5.       Settlement date and time.

                                             6.       Issue Price.

                                             7.       Denominations.

                                             8.       Specified Currency.

                                             9.       Agent's commission, if
                                                      any, determined as
                                                      provided in the Euro MTN
                                                      Distribution Agreement.

                                             10.      Agent's account number at
                                                      Clearstream or the
                                                      Euroclear Operator.

                                             11.      Whether the Note is an
                                                      Indexed Note, and if it is
                                                      an Indexed Note, the
                                                      Indexed Currency, the
                                                      Currency Base Rate and the
                                                      Determination Agent.

                                      B-15




                                             12.      Whether the Note is a Dual
                                                      Currency Note, and if it
                                                      is a Dual Currency Note,
                                                      the Face Amount Currency,
                                                      the Optional Payment
                                                      Currency, the Designated
                                                      Exchange Rate, the Option
                                                      Election Dates and the
                                                      Option Value Calculation
                                                      Agent.

                                             13.      If applicable, wire
                                                      transfer instructions
                                                      including name of banking
                                                      institution where transfer
                                                      is to be made and account
                                                      number.

                                             14.      Whether such Note is to be
                                                      listed on the Luxembourg
                                                      Stock Exchange, the
                                                      Official List of the Irish
                                                      Stock Exchange, Euronext
                                                      Amsterdam N.V., the
                                                      Singapore Exchange
                                                      Securities Trading Limited
                                                      or on or by any other
                                                      exchange competent listing
                                                      authority and/or quotation
                                                      system.

                                             15.      Any other applicable
                                                      terms.

                                    B.       The relevant Issuer will advise the
                                             Fiscal Agent by telephone or
                                             electronic transmission confirmed
                                             in writing at any time on the sale
                                             date of the information set forth
                                             in Settlement Procedure A above.
                                             The Fiscal Agent will forward such
                                             information to the Listing Agent if
                                             such series of Notes is listed on
                                             the Luxembourg Stock Exchange. The
                                             relevant Issuer will also give the
                                             Fiscal Agent written instructions
                                             regarding the transfer of funds.
                                             The relevant Issuer will send a
                                             copy of such instructions to the
                                             relevant Agent or Agents.

                                             The Fiscal Agent shall telephone
                                             each of Euroclear or Clearstream,
                                             Luxembourg with a request for a
                                             security code for each tranche
                                             agreed to be issued, which security
                                             code or codes will be notified by
                                             the Fiscal Agent to the relevant
                                             Issuer and the relevant Agent or
                                             Agents.

                                             The relevant Issuer and (in the
                                             case of Notes issued by an Issuer
                                             other than GE Capital) the
                                             Guarantor shall prepare and cause
                                             to be delivered to the Fiscal Agent
                                             a Pricing

                                      B-16




                                             Supplement to the Offering Circular
                                             describing the terms of the
                                             particular tranche of Notes.

                                    C.       In accordance with the written
                                             instructions and the applicable
                                             Pricing Supplement, the Fiscal
                                             Agent shall prepare and
                                             authenticate a Temporary Global
                                             Note for each tranche which the
                                             relevant Issuer has agreed to sell,
                                             the settlement for which tranche is
                                             to occur on the settlement date.
                                             The Temporary Global Note will then
                                             be delivered to the Common
                                             Depositary. The Fiscal Agent will
                                             also give instructions to Euroclear
                                             or Clearstream, Luxembourg to
                                             credit the Notes represented by
                                             such Temporary Global Notes
                                             delivered to such Common Depositary
                                             to the Fiscal Agent's distribution
                                             account at Euroclear or
                                             Clearstream, Luxembourg, as the
                                             case may be. The Fiscal Agent will
                                             instruct Euroclear or Clearstream,
                                             Luxembourg to debit, on the
                                             settlement date, from the
                                             distribution account of the Fiscal
                                             Agent the number of Notes of each
                                             Tranche with respect to which the
                                             relevant Agent has solicited an
                                             offer to purchase and to credit, on
                                             the settlement date, such Notes to
                                             the account of such Agent with
                                             Euroclear or Clearstream,
                                             Luxembourg against payment of the
                                             issue price of such Notes. Each
                                             relevant Agent shall give
                                             corresponding instructions to
                                             Euroclear or Clearstream,
                                             Luxembourg.

                                    D.       Euroclear and Clearstream,
                                             Luxembourg shall debit and credit
                                             accounts in accordance with
                                             instructions received by them. The
                                             Fiscal Agent shall pay the relevant
                                             Issuer the aggregate net proceeds
                                             received by it in immediately
                                             available funds via a transfer of
                                             funds to the account of the
                                             relevant Issuer with a bank
                                             selected by such Issuer notified to
                                             the Fiscal Agent from time to time
                                             in writing.

Settlement Procedures                        For sales by each Issuer of Bearer
Timetable; Bearer Notes:                     Notes to or through an Agent,
                                             Bearer Settlement Procedures "A"
                                             through "D" above shall be
                                             completed on or before the
                                             respective times set forth below:

                                      B-17




                                             Settlement Procedure
                                             Bearer Notes    Time

                                             A        12:00 P.M. (NYC time)
                                                      three days before
                                                      settlement date

                                             B        9:00 A.M. (London time)
                                                      two days before settlement
                                                      date

                                             C        3:45 P.M. (London time) on
                                                      day before settlement date

                                             D        5:00 P.M. (NYC time) on
                                                      settlement date

Settlement Procedures;              Settlement Procedures with regard to each
Registered Notes:                   Registered Note sold by each Issuer to or
                                    through an Agent shall be as follows:

                                    AA.      The relevant Agent will advise the
                                             relevant Issuer by telephone that
                                             such Note is a Registered Note and
                                             of the following settlement
                                             information:

                                    1.       Name in which such Note is to be
                                             registered ("Registered Owner").

                                    2.       Address of the Registered Owner and
                                             address for payment of principal
                                             and interest.

                                    3.       Taxpayer identification number of
                                             the Registered Owner (if
                                             available); the Agent shall request
                                             that the purchasers of the Notes
                                             prepare a Form W-8BEN or other
                                             applicable form required by the
                                             United States Internal Revenue Code
                                             of 1986, as amended (the "Code")
                                             and cause such form to be delivered
                                             to the Fiscal and Paying Agent on
                                             or prior to the settlement date.

                                    4.       Principal amount.

                                    5.       Maturity Date.

                                    6.       In the case of a Fixed Rate
                                             Registered Note, the Interest Rate,
                                             the frequency of interest payments
                                             and whether such Note is an
                                             Amortizing Note and, if so, the
                                             amortization schedule, or, in the

                                      B-18




                                             case of a Floating Rate
                                             Registered Note, the Initial
                                             Interest Rate (if known at such
                                             time), Interest Payment Dates,
                                             Interest Payment Period,
                                             Calculation Agent, Base Rate, Index
                                             Maturity, Interest Reset Period,
                                             Interest Reset Dates, Spread or
                                             Spread Multiplier (if any), Minimum
                                             Interest Rate (if any), Maximum
                                             Interest Rate (if any) and the
                                             Alternate Rate Event Spread (if
                                             any).

                                    7.       Redemption or repayment provisions,
                                             if any.

                                    8.       Settlement date and time.

                                    9.       Issue Price.

                                    10.      Denominations.

                                    11.      Specified Currency.

                                    12.      Agent's commission, if any,
                                             determined as provided in the Euro
                                             MTN Distribution Agreement.

                                    13.      Whether the Note is issued with
                                             more than a de minimis amount of
                                             discount.

                                    14.      Whether the Note is an Indexed
                                             Note, and if it is an Indexed Note,
                                             the Indexed Currency, the Currency
                                             Base Rate and the Determination
                                             Agent.

                                    15.      Whether the Note is a Dual Currency
                                             Note, and if it is a Dual Currency
                                             Note, the Face Amount Currency, the
                                             Optional Payment Currency, the
                                             Designated Exchange Rate, the
                                             Option Election Dates and the
                                             Option Value Calculation Agent.

                                    16.      If applicable, wire transfer
                                             instructions, including name of
                                             banking institution where transfer
                                             is to be made and account number.

                                    17.      Whether such Note is to be listed
                                             on the Luxembourg Stock Exchange,
                                             the Official List of the Irish
                                             Stock Exchange, Euronext Amsterdam
                                             N.V., Singapore Exchange Securities
                                             Trading Limited or on or by any
                                             other

                                      B-19




                                             exchange competent listing
                                             authority and/or quotation system.

                                    18.      Any other applicable terms.

                                    BB.      The relevant Issuer will advise the
                                             Fiscal Agent by telephone or
                                             electronic transmission (confirmed
                                             in writing at any time on the sale
                                             date) of the information set forth
                                             in Settlement Procedure "AA" above.

                                    CC.      The relevant Issuer will have
                                             delivered to the Authenticating
                                             Agent an executed Note. The
                                             Authenticating Agent will complete
                                             such Note and authenticate such
                                             Note and deliver it through the
                                             Fiscal Agent (with the
                                             confirmation) to the relevant
                                             Agent, and such Agent will
                                             acknowledge receipt of the Note.
                                             Such delivery will be made only
                                             against such acknowledgment of
                                             receipt and evidence that
                                             instructions have been given by
                                             such Agent for payment to the
                                             account of the relevant Issuer, in
                                             funds available for immediate use,
                                             of an amount equal to the price of
                                             such Note less such Agent's
                                             commission, if any; provided
                                             however, the relevant Issuer and
                                             the Fiscal Agent may agree on
                                             different delivery procedures for
                                             definitive Registered Notes
                                             denominated in Specified Currencies
                                             other than U.S. dollars. In the
                                             event that the instructions given
                                             by such Agent for payment to the
                                             account of such Issuer are revoked,
                                             such Issuer will as promptly as
                                             possible wire transfer to the
                                             account of such Agent an amount of
                                             immediately available funds equal
                                             to the amount of such payment made.

                                             The Principal Paying Agent shall
                                             pay the relevant Issuer the
                                             aggregate net proceeds received by
                                             it in immediately available funds
                                             via a transfer of funds to the
                                             account of the relevant Issuer
                                             maintained at a bank selected by
                                             such Issuer notified to the
                                             Principal Paying Agent from time to
                                             time in writing.

                                    DD.      Unless the relevant Agent purchased
                                             such Note for its own account, such
                                             Agent will deliver such Note (with
                                             confirmation) to the customer
                                             against payment in immediately
                                             payable funds.

                                      B-20




                                             Such Agent will obtain the
                                             acknowledgment of receipt of such
                                             Note. If the relevant Agent
                                             purchased such Note for its own
                                             account, such Agent will accept
                                             delivery of such Note against
                                             payment in immediately available
                                             funds, and will deliver an
                                             acknowledgement of receipt of such
                                             Note.

                                    EE.      Periodically, the Fiscal Agent will
                                             send to the relevant Issuer a
                                             statement setting forth the
                                             principal amount of the Registered
                                             Notes outstanding as of that date
                                             under the Fiscal Agency Agreement
                                             and setting forth a brief
                                             description of any sales of which
                                             such Issuer has advised the Fiscal
                                             Agent but which have not yet been
                                             settled.

Settlement Procedures                        For sales by the relevant Issuer of
Timetable; Registered                        Registered Notes to or through an
Notes:                                       Agent, Procedures "AA" through "DD"
                                             set forth above shall be completed
                                             on or before the respective times
                                             (London Time) set forth below:

                                             Settlement
                                             Procedure;
                                             Registered
                                             Notes              Time

                                             AA       2:00 P.M. on day before
                                                      settlement date

                                             BB       3:00 P.M. on day before
                                                      settlement date

                                             CC       2:15 P.M. on settlement
                                                      date

                                             DD       3:00 P.M. on settlement
                                                      date

Failure to Settle:                  Bearer Notes. If any Agent shall have
                                    advanced its own funds for payment against
                                    subsequent receipt of funds from the
                                    purchaser and if a purchaser shall fail to
                                    make payment for a Note, such Agent will
                                    promptly notify the relevant Issuer, the
                                    Fiscal Agent, the Principal Paying Agent,
                                    the Common Depositary and Euroclear and
                                    Clearstream, Luxembourg by telephone,
                                    promptly confirmed in writing (but no later
                                    than the next Business Day). In such event,
                                    the relevant Issuer shall promptly

                                      B-21




                                    instruct the Fiscal Agent to cancel the
                                    purchaser's interest in the appropriate
                                    Temporary Global Note representing such
                                    Note. Upon (i) confirmation from the Fiscal
                                    Agent in writing (which may be given by
                                    telex or telecopy) that the Fiscal Agent has
                                    cancelled such purchaser's interest in such
                                    Temporary Global Note and (ii) confirmation
                                    from such Agent in writing (which may be
                                    given by telex or telecopy) that such Agent
                                    has not received payment from the purchaser,
                                    the relevant Issuer will promptly pay to
                                    such Agent an amount in immediately
                                    available funds equal to the amount
                                    previously paid by such Agent in respect of
                                    such Bearer Note. Such payment will be made
                                    on the settlement date, if possible, and in
                                    any event not later than 12:00 noon (New
                                    York City time) on the Business Day
                                    following the settlement date. The Fiscal
                                    Agent and the Common Depositary will make or
                                    cause to be made such revisions to such
                                    Temporary Global Note as are necessary to
                                    reflect the cancellation of such portion of
                                    such Temporary Global Note.

                                    If a purchaser shall fail to make payment
                                    for the Note for any reason other than the
                                    failure of such Agent to provide the
                                    necessary information to the relevant Issuer
                                    as described above for settlement or to
                                    provide a confirmation to the purchaser
                                    within a reasonable period of time as
                                    described above, and if such Agent shall
                                    have otherwise complied with its obligations
                                    hereunder and in the Euro MTN Distribution
                                    Agreement, the relevant Issuer will
                                    reimburse such Agent on an equitable basis
                                    for such Agent's loss of the use of funds
                                    during the period when they were credited to
                                    account of such Issuer or the Fiscal Agent.

                                    Immediately upon such cancellation, the
                                    Fiscal Agent will make appropriate entries
                                    in its records to reflect the fact that a
                                    settlement did not occur with respect to
                                    such Note.

                                    Registered Notes. If a purchaser fails to
                                    accept delivery of and make payment for any
                                    Registered Note, the relevant Agent will
                                    notify the relevant Issuer and the Fiscal
                                    Agent by telephone and return such Note to
                                    the Fiscal Agent. Upon receipt of such
                                    notice, the relevant Issuer will immediately
                                    wire transfer to the account of such Agent
                                    an amount equal to the amount previously
                                    credited thereto in respect of such Note.
                                    Such wire transfer will be made on the
                                    settlement date, if possible, and in any
                                    event not later than the Business Day

                                      B-22




                                    following the settlement date. If a
                                    purchaser shall fail to make payment for the
                                    Note for any reason other than the failure
                                    of such Agent to provide the necessary
                                    information to the relevant Issuer as
                                    described above for settlement or to provide
                                    a confirmation to the purchaser within a
                                    reasonable period of time as described
                                    above, and if such Agent shall have
                                    otherwise complied with its obligations
                                    hereunder and in the Euro MTN Distribution
                                    Agreement, then the relevant Issuer will
                                    reimburse such Agent or the Principal Paying
                                    Agent, as appropriate, on an equitable basis
                                    for its loss of the use of the funds during
                                    the period when they were credited to the
                                    account of such Issuer. Immediately upon
                                    receipt of the Registered Note in respect of
                                    which such failure occurred, the Principal
                                    Paying Agent will mark such Note
                                    "cancelled," make appropriate entries in the
                                    Principal Paying Agent's records and send
                                    such Note to the relevant Issuer.

Notice of Issuance to               The Listing Agent will provide information
Luxembourg Stock                    with respect to each tranche of Notes to be
Exchange:                           listed on the Luxembourg Stock Exchange to
                                    such Exchange and will advise the relevant
                                    Issuer and the relevant Agent in writing as
                                    to the effectiveness of the listing of such
                                    Notes by the close of business on the
                                    related settlement date. To the extent
                                    required by the Luxembourg Stock Exchange,
                                    the Agents will provide the Listing Agent
                                    with secondary market information regarding
                                    any tranche of Notes listed on the
                                    Luxembourg Stock Exchange and the Listing
                                    Agent will provide such information to the
                                    Luxembourg Stock Exchange.

Notice of Issuance to the           The Irish Listing Agent will provide
Irish Stock Exchange                information with respect to each tranche of
Exchange:                           Notes to be listed on the Official List of
                                    the Irish Stock Exchange to such Exchange
                                    and will advise the relevant Irish Issuer
                                    and the relevant Agent in writing as to the
                                    effectiveness of the listing of such Notes
                                    by the close of business on the related
                                    settlement date. To the extent required by
                                    the Irish Stock Exchange, the Agents will
                                    provide the Irish Listing Agent with
                                    secondary market information regarding any
                                    tranche of Notes listed on the Official List
                                    of the Irish Stock Exchange and the Irish
                                    Listing Agent will provide such information
                                    to the Irish Stock Exchange.

Listing:                            The Listing Agent will, on a regular basis,
                                    provide the Luxembourg Stock Exchange and,
                                    where appropriate, the

                                      B-23




                                    Irish Stock Exchange with such information
                                    as such Exchanges may require regarding any
                                    tranches of Notes that are listed on such
                                    Exchanges and are issued and outstanding.

                                      B-24




                                                                       EXHIBIT C

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                 AND AFFILIATES

                EURO MEDIUM-TERM NOTES AND OTHER DEBT SECURITIES

                       MASTER CALCULATION AGENT AGREEMENT

         WHEREAS, General Electric Capital Corporation ("GE Capital"), GE
Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467) ("GEC Australia
Funding"), General Electric Capital Canada Inc. ("GE Capital Canada"), GE
Capital Canada Funding Company ("GEC Canada Funding"), GE Capital European
Funding ("GECEF") and GE Capital UK Funding ("GECUKF") (together with each
Additional Issuer (as defined in the Euro MTN Distribution Agreement) from time
to time acceding to the Euro Distribution Agreement, each an "Issuer" and,
collectively, the "Issuers") have authorized the issuance of Euro Medium-Term
Notes and other debt securities (the "Notes") due from nine months or more from
the date of issue, which may bear interest at either a fixed or variable rate;
and

         WHEREAS, the Notes will be offered on a continuous basis outside the
United States by the Issuer pursuant to the terms of a fourth amended and
restated Euro MTN Distribution Agreement, dated May 23, 2003 (as further amended
and supplemented from time to time, the "Euro MTN Distribution Agreement"),
among each Issuer (including GE Capital in its capacity as Guarantor of Notes
issued by an Issuer other than GE Capital) and the agents named therein (the
"Agents"); and

         WHEREAS, the Notes are to be issued under a fourth amended and restated
Fiscal and Paying Agency Agreement, dated as of May 23, 2002 (as further amended
and supplemented from time to time, the "Fiscal Agency Agreement") among each
Issuer (including GE Capital in its capacity as Guarantor of Notes issued by an
Issuer other than GE Capital), JPMorgan Chase Bank, as fiscal and paying agent
(the "Fiscal and Paying Agent"), J.P. Morgan Bank Luxembourg S.A. and J.P.
Morgan Bank (Ireland) p.l.c.;

                  NOW IT IS HEREBY AGREED that:

         1.       Appointment of Agent. Each Issuer and GE Capital in its
capacity as Guarantor of Notes issued by an Issuer other than GE Capital hereby
appoints any Agent requested to so act by each such Issuer and the Guarantor
with respect to any Notes offered and sold by such Agent, and such Agent hereby
accepts such appointment, as each such Issuer's and the Guarantor's agent for
the purpose of calculating the applicable interest rate (the "Interest Rate") as
set forth in the Offering Circular relating to the Notes and the Pricing
Supplement relating to the particular tranche of Notes, as applicable), upon the
terms and subject to the conditions hereinafter set forth (the "Calculation
Agent").

         2.       Obligations of Calculation Agent. The Calculation Agent shall
calculate the Interest Rate in the manner and at the times provided in the Notes
and the Offering Circular. The Calculation Agent shall exercise due care to
calculate such Interest Rate and shall promptly

                                      C-1




communicate the same, in writing, to each relevant Issuer, the Guarantor (in the
case of Notes issued by an Issuer other than GE Capital) and the Fiscal and
Paying Agent. With respect to Notes that are listed on or by a stock exchange
competent listing authority and/or quotation system, the Calculation Agent will
notify such stock exchange of the interest rate and certain other related
information (including the interest amount, the interest period and each
interest payment date) as soon as such information is available. The Calculation
Agent shall, upon the request of any holder of any Note, provide such Interest
Rate as then in effect and, if determined, as it will become effective as a
result of calculations made on the most recent Interest Determination Date with
respect to such Note. The Calculation Agent's determination of any interest rate
will, absent manifest error, be binding on each relevant Issuer, the Guarantor
and the holders of the Notes.

         3.       Terms and Conditions. The Calculation Agent accepts its
obligations set forth herein, upon the terms and subject to the conditions
hereof, including the following, to all of which each Issuer and the Guarantor
(in the case of Notes issued by an Issuer other than GE Capital) agree:

                  (a)      Each Issuer agrees to indemnify the Calculation Agent
         for, and to hold it harmless against, any loss, liability or expense
         (including the costs and expenses of defending against any claim of
         liability) incurred by the Calculation Agent which arises out of or in
         connection with its acting as Calculation Agent hereunder, except such
         as may result from the negligence, willful misconduct or bad faith of
         the Calculation Agent or any of its officers or employees. The
         Calculation Agent shall incur no liability and shall be indemnified and
         held harmless by each such Issuer and the Guarantor for, or in respect
         of, any actions taken, omitted to be taken or suffered to be taken in
         good faith by the Calculation Agent in reliance upon (i) the written
         opinion of counsel or (ii) written instructions from each such Issuer
         or the Guarantor, as the case may be.

                  (b)      In acting under this Agreement and in connection with
         the Notes, the Calculation Agent is acting solely as agent of each
         Issuer and the Guarantor and does not assume any obligation or
         relationship of agency or trust for or with any of the owners or
         holders of the Notes.

                  (c)      The Calculation Agent shall be protected and shall
         incur no liability for or in respect of any action taken or omitted to
         be taken or anything suffered by it in reliance upon any notice,
         direction, certificate, affidavit, statement or other paper, documents
         of communication reasonably believed by it to be genuine and to have
         been approved or signed by the proper party or parties.

                  (d)      The Calculation Agent and any of its affiliates, or
         any of their respective officers, managing directors, employees and
         shareholders, may become the owner of, or acquire an interest in, any
         Notes, with the same rights that it or they would have if it were not
         the Calculation Agent, and may engage or be interested in any financial
         or other transaction with each Issuer or the Guarantor as freely as if
         it were not the Calculation Agent.

                  (e)      The Calculation Agent shall be obligated to perform
         such duties and only such duties as are herein specifically set forth,
         and no implied duties or obligations shall be read into this Agreement
         against the Calculation Agent.

                                      C-2




                  (f)      Unless herein otherwise specifically provided, any
         order, certificate, notice, request, direction or other communication
         from each Issuer or the Guarantor made or given by it under any
         provision of this Agreement shall be sufficient if signed by any
         authorized representatives of each such Issuer.

         4. Resignation; Removal; Successor. (a) The Calculation Agent may at
any time resign as Calculation Agent by giving written notice to each Issuer and
the Guarantor (in the case of Notes issued by an Issuer other than GE Capital of
such intention on its part, specifying the date on which its desired resignation
shall become effective; provided, however, that such date shall never be earlier
than 120 days after the receipt of such notice by each such Issuer and the
Guarantor, unless an Issuer or the Guarantor agrees to accept less notice. The
Calculation Agent may be removed at any time by the filing with it of any
instrument in writing signed by an authorized officer of an Issuer and the
Guarantor and specifying such removal and the date when it is intended to become
effective. Such resignation or removal shall take effect upon the date of the
appointment by each such Issuer and the Guarantor, as hereinafter provided, of a
successor Calculation Agent and the acceptance of such appointment by such
successor Calculation Agent. A successor Calculation Agent shall be appointed by
each such Issuer and the Guarantor by an instrument in writing signed on behalf
of each such Issuer and the Guarantor and filed with the entity designated as
the successor Calculation Agent. Upon the appointment of a successor Calculation
Agent and acceptance by it of such appointment, the Calculation Agent so
superseded shall cease to be such Calculation Agent hereunder. Upon its
resignation or removal, the Calculation Agent shall be entitled to the
reimbursement of all reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred in connection with the services rendered by it hereunder,
in either case to the effective date of such resignation or removal.

         (b) Any successor Calculation Agent appointed hereunder shall execute
and deliver to its predecessor and to each relevant Issuer and the Guarantor an
instrument accepting such appointment hereunder, and thereupon such successor
Calculation Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as such
Calculation Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to transfer and
deliver, and such successor Calculation Agent shall be entitled to receive,
copies of any relevant records maintained by such predecessor Calculation Agent.

         (c) Any corporation into which the Calculation Agent may be merged, or
any corporation other than the Calculation Agent resulting or continuing from a
merger or consolidation or amalgamation to which the Calculation Agent shall be
party, or any corporation to which the Calculation Agent shall sell or otherwise
transfer all or substantially all of its assets and business shall, to the
extent permitted by applicable law, be the successor Calculation Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto. Notice of any such merger,
consolidation, amalgamation or sale shall forthwith be given to each relevant
Issuer and the Paying Agent.

                  5. Notices. Any notice required to be given hereunder shall be
delivered in person, sent by letter or telecopy or communicated by telephone
(subject, in the case of communication by telephone, to confirmation dispatched
within two Business Days by letter or telecopy): (a) in the case of any Issuer
or the Guarantor, to 260 Long Ridge Road, Stamford,

                                      C-3




Connecticut 06927 (Attention: Senior Vice President - Corporate Treasury and
Global Funding Operation), Telephone No. 203-357-4000, Fax No. 203-357-4975; (b)
in the case of the Calculation Agent, to such address as is set forth in the
Euro MTN Distribution Agreement, (c) in the case of the Fiscal and Paying Agent,
to Trinity Tower, 9 Thomas More Street, London E1W 1YT England, Attention:
Manager, Trust Operations, Telephone No. 44 (0)20 7777 5418, Fax No. 44 (0)20
7777 5410; or, in any case, to any other address to which the party receiving
notice shall have notified the party giving such notice in writing. Any notice
hereunder given by telecopy or letter shall be deemed to be served when, in the
ordinary course of transmission or post, as the case may be, it would be
received.

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

                  7. Terms. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Offering Circular and the
applicable Pricing Supplement.

                                      C-4




                                                                       EXHIBIT D

                              SELLING RESTRICTIONS

United States.

         General. Each Agent represents, warrants and agrees with each Issuer
and (in the case of Notes issued by an Issuer other than GE Capital) the
Guarantor that in connection with such Agent's distribution of each Issuer's
Euro Medium-Term Notes (the "Notes") pursuant to the Fourth Amended and Restated
Euro MTN Distribution Agreement (the "Euro MTN Distribution Agreement") to which
these selling restrictions are attached, it will distribute any Notes in
compliance with the selling restrictions set forth below, as applicable. The
Regulation S restrictions shall be applicable to all Notes distributed pursuant
to the Euro MTN Distribution Agreement whether issued as Bearer Notes or
Registered Notes. In addition, each Agent distributing Bearer Notes shall comply
with the TEFRA D restrictions set forth below. Terms used but not defined herein
shall have the meaning assigned to them in the Euro MTN Distribution Agreement.

         Regulation S Restrictions. The Notes have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S under
the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. Terms used in this paragraph have the
meanings given to them by Regulation S. Each Agent represents that it has
offered and sold any Notes, and will offer and sell any Notes of a Tranche (as
defined in the Fiscal and Paying Agency Agreement) (i) as part of its
distribution at any time and (ii) otherwise until 40 days after the completion
of the distribution, as determined by the Fiscal Agent, of all Notes of such
Tranche, only in accordance with Rule 903 of Regulation S under the Securities
Act. Accordingly, each Agent, its affiliates and any persons acting on its or
their behalf have not engaged and will not engage in any directed selling
efforts with respect to the Notes, and have complied and will comply with the
offering restriction requirements of Regulation S. Each Agent agrees to notify
the Fiscal Agent when it has completed the distribution of its portion of Notes
of a Tranche, and the Fiscal Agent agrees to determine the completion of the
distribution of all Notes of such Tranche once all Agents participating in the
distribution of such Tranche have so notified the Fiscal Agent and to notify
each other Agent of the end of the restricted period. Each Agent also agrees
that, at or prior to confirmation of sale of any Notes, it will have sent to
each distributor, dealer or person receiving any selling concession, fee or
other remuneration that purchases Notes from it during the restricted period a
confirmation or notice to substantially the following effect:

                  The Securities covered hereby have not been registered under
                  the U.S. Securities Act of 1933, as amended (the "Securities
                  Act") and may not be offered or sold within the United States
                  or to, or for the benefit of, U.S. persons (i) as part of
                  their distribution at any time or (ii) otherwise until 40 days
                  after the completion of the distribution of the Securities as
                  determined by the Fiscal Agent, except in either case in
                  accordance with Regulation S under the Securities Act. Terms
                  used above have the meanings given to them by Regulation S.

         TEFRA D Restrictions. Each Agent represents and warrants to each Issuer
and (in the case of Notes issued by an Issuer other than GE Capital) the
Guarantor and agrees with respect to the Bearer Notes that:

                                      D-1




         (1) it has not (i) offered or sold during the Restricted Period and
will not offer or sell Bearer Notes (including any Note that is exchangeable for
Bearer Notes) directly or indirectly, in connection with their original issuance
or during the Restricted Period (as defined below) in the United States or to a
person within the United States (as defined below) or to or for the account of
any United States Person (as defined below), other than to a Qualifying Foreign
Branch (as defined below) or to certain other persons as provided under United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(1)(iii)(B) and (C); or
(ii) delivered and will not deliver within the United States definitive Bearer
Notes that are sold during the Restricted Period;

         (2) it has, and throughout the Restricted Period will have, in effect
procedures reasonably designed to ensure that its employees or agents who are
directly engaged in selling Bearer Notes are aware that such Bearer Notes may
not be offered or sold during the Restricted Period to a person who is within
the United States or to a United States person, except as permitted by clause
(1)(i) above;

         (3) if it is a United States person, it is acquiring the Bearer Notes
for purposes of resale in connection with their original issuance and if it
retains Bearer Notes for its own account, it will only do so in accordance with
the requirements of United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(6);

         (4) if it transfers to any affiliate Bearer Notes for the purpose of
offering or selling such Bearer Notes during the Restricted Period, it will
either (i) obtain from such affiliate for the benefit of each Issuer and (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor the
representations, warranties and agreements contained in clauses (1), (2) and (3)
or (ii) repeat and confirm the representations, warranties and agreements
contained in clauses (1), (2) and (3) on such affiliate's behalf and obtain from
such affiliate the authority to so obligate it;

         (5) it will obtain for the benefit of each Issuer and (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor the
representations, warranties and agreements contained in clauses (1), (2), (3)
and (4) from any person other than its affiliate with whom it enters into a
written contract, all within the meaning of United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(4), for the offer or sale during the Restricted
Period of Bearer Notes.

For purposes of this subsection entitled "TEFRA D Restrictions", an offer or
sale will be considered to be made in the United States if the offeror or seller
of such Notes has an address within the United States for the offeree or
purchaser of such Notes with respect to the offer or sale. As used in this
subsection, "United States person" means a citizen or resident of the United
States, a corporation or partnership created or organized in or under the laws
of the United States, any state thereof or the District of Columbia (unless, in
the case of a partnership, Treasury regulations provide otherwise), an estate
whose income is subject to United States federal income tax regardless of its
source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decision of the
trust (including certain trusts in existence on August 20, 1996, and treated as
United States person prior to such date, that elect to continue to be treated as
United States persons); "United States" means the United States (including the
States and the District of Columbia), its territories, its possessions and any
other areas subject to its jurisdiction; "Qualifying Foreign Branch" means a
branch of a United States financial

                                      D-2




institution, as defined in United States Treasury Regulation Section
1.165-12(c)(1)(iv), located outside the United States that is purchasing for its
own account or for resale and that has agreed, as a condition to purchase, to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder; and "Restricted Period" with respect to each issuance
means the period which begins on the earlier of the settlement date (or the date
on which the relevant Issuer receives the proceeds of the sale of Notes with
respect to such issuance) or the first date on which the Notes are offered to
persons other than the Agents, and which ends 40 days after the date on which
the relevant Issuer receives the proceeds of the sale of such Notes; provided
that with respect to a Note held as part of an unsold allotment or subscription,
any offer or sale of such Note by the relevant Issuer or an Agent shall be
deemed to be during the Restricted Period.

Australia.

         No offering circular, prospectus or other disclosure document (as
defined in the Corporations Act 2001 (Cth)) in relation to the Programme or any
Notes has been lodged with the Australian Securities and Investments Commission
(ASIC ) or the Australian Stock Exchange Limited.

         Each Agent has represented and agreed and each further Agent appointed
under the Programme will be required to represent and agree that it:

                  (a)      has not offered and will not offer for issue or sale
         and has not invited and will not invite applications for issue or
         offers to purchase Notes in Australia, including an offer or invitation
         received in Australia; and

                  (b) has not distributed or published and will not distribute
         or publish any offering memorandum, advertisement or other offering
         material relating to the Notes in Australia,

unless,

                  (i) the amount payable by each offeree or invitee for the
         Notes is a minimum amount (or the equivalent in another currency) of
         A$500,000 disregarding amounts, if any, lent by the offeror or inviter
         or its associates, or the offer or invitation is otherwise an offer or
         invitation such that by virtue of section 708 of the Corporations Act
         2001 (Cth) no disclosure is required to be made under Part 6 D.2 of
         that Act; and

                  (ii) the offer, invitation or distribution complies with all
         applicable laws, regulations and directives and does not require any
         document to be lodged with ASIC under Division 5 of Part 6 D.2 of the
         Corporations Act 2001 (Cth).

In addition, each Agent has agreed and each further Agent appointed under the
Programme will be required to agree that, in connection with the primary
distribution of Notes, it will not sell Notes to any person if, at the time of
such sale, the employees of the Agent or further agent aware of, or involved in,
the sale knew or had reasonable grounds to suspect that, as a result of such
sale, such Notes or an interest in such Notes were being, or would later be,
acquired (directly or indirectly) by any person who is known by the Agent or the
further agent to be an Offshore Associate of GEC Australia Funding (other than
in the capacity of a dealer, manager or

                                      D-3




underwriter in relation to the issue of the Notes) within the meaning of section
128F(9) of the Tax Act.

         Reference to "Offshore Associate", for this purpose, means an associate
(as defined in section 128F of the Australian Tax Act) of GEC Funding that is
either a non-resident of the Commonwealth of Australia which does not acquire
Notes in carrying on a business at or through a permanent establishment in
Australia, or alternatively, a resident of Australia that acquires Notes in
carrying on business at or through a permanent establishment outside Australia.

Canada.

         Each Agent acknowledges that the Notes have not been and will not be
qualified for sale under the securities laws of Canada or any province or
territory thereof. Each Agent represents and agrees that it has not offered or
sold, and that it will not offer to sell, any Notes, directly or indirectly, in
Canada or to, or for the benefit of, any resident thereof in contravention of
the securities laws of Canada or any province or territory thereof. Each Agent
further agrees that until 40 days after the date of issuance of such Notes, it
will deliver to any dealer who purchases from it any Notes a notice stating in
substance that, by purchasing such Notes, such dealer represents and agrees that
it has not offered or sold and will not offer or sell, directly or indirectly,
any of such Notes in Canada or to, or for the benefit of, any resident thereof
in contravention of the securities laws of Canada or any province or territory
thereof, and will deliver to any other dealer to whom it sells any of such Notes
a notice containing substantially the same statement as in this sentence. Each
Agent also agrees not to distribute the Offering Circular, or any other offering
material relating to the Notes, in Canada. Each Agent and any dealer who
purchases from it any of the Notes, may be required to furnish a certificate to
the effect that it has complied with the restrictions described in this
paragraph.

Czech Republic.

         No permit for the issue of the Notes has been obtained from the
Securities Commission of the Czech Republic (the "Securities Commission") under
the Bonds Act of the Czech Republic (No. 530/1990 Coll., as amended). No action
has been taken (including the obtaining of the prospectus approval from the
Securities Commission and the admission to trading on a public market licensed
by the Securities Commission) for the purposes of the Notes to qualify as listed
securities within the meaning of Section 71 et seq. of the Securities Act of the
Czech Republic (No. 591/1992 Coll., as amended).

         Each Agent has agreed that it has not offered or sold, and will not
offer or sell, any Notes in the Czech Republic through a public offering, being
any conduct by which an offeror communicates to a considerable group of persons
terms under which they may acquire the Notes provided that a contract leading to
the acquisition of the Notes is concluded by the acceptance of these terms or if
the offeror on the basis of these terms invites submissions of offers to
conclude such a contract.

         Each Agent will be required to represent and agree with the relevant
Issuer and each other Agent that it has complied and will comply with all the
requirements of the Securities Act of the Czech Republic and the Bonds Act of
the Czech Republic and has taken, and will take, no

                                      D-4




action which would result in the Notes being deemed to be issued in the Czech
Republic or a permit, registration, filing or notification of the Securities
Commission or other authorities in the Czech Republic being required in respect
of the Notes in accordance with the Securities Act of the Czech Republic, the
Bonds Act of the Czech Republic or the practice of the Securities Commission.

         Each Agent will be required to represent and agree with the relevant
Issuer and each other Agent that (i) it does not provide investment services in
the Czech Republic (within the meaning of the Securities Act of the Czech
Republic) or conduct similar business in the Czech Republic in respect of the
Notes and (ii) it has complied, and will comply, with all the laws of the Czech
Republic applicable to the conduct of business in the Czech Republic in respect
of the Notes.

Federal Republic of Germany.

         In connection with the initial placement of any Notes in Germany, each
Agent agrees that it will offer and sell such Notes unless otherwise provided in
the relevant terms agreement or the applicable Pricing Supplement in the case of
an issue made on a syndicated basis, only (i) for an aggregate purchase price
per purchaser of at least euro 40,000 (or the foreign currency equivalent) or
such other amount as may be stipulated from time to time by applicable German
law or (ii) as may otherwise be permitted in accordance with applicable German
law.

Hong Kong.

         Each Agent represents and agrees that (1) it has not offered or sold
and will not offer or sell in Hong Kong, by means of any document, any Notes
other than to persons whose ordinary business is to buy or sell shares or
debentures, whether as principal or agent, or in circumstances which do not
constitute an offer to the public within the meaning of the Companies Ordinance
(Cap.32) of Hong Kong and (2) it has not issued and will not issue any
advertisement, invitation or document relating to the Notes, whether in Hong
Kong or elsewhere, which is directed at, or the contents of which are likely to
be accessed or read by, the public in Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to Notes which
are or are intended to be disposed of only to persons outside Hong Kong or only
to "professional investors" within the meaning of the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

Ireland.

         Each Agent has represented and agreed (and each further Agent appointed
under the Program will be required to further represent and agree) that:

(a)      in respect of Notes issued by an Irish Issuer which holds a certificate
         under Section 445 of the Irish Taxes Consolidation Act, 1997 (GECEF has
         such a certificate) which are not listed on a stock exchange, it will
         not knowingly offer to sell such Notes to an Irish resident, or to
         persons whose usual place of abode is Ireland, and that it will not
         knowingly distribute or cause to be distributed in Ireland any offering
         material in connection with such Notes. In addition, such Notes must be
         cleared through Euroclear, Clearstream, Luxembourg or any other
         clearing system recognised for this purpose by the

                                      D-5




         Irish Revenue Commissioners, and have a minimum denomination of
         GBP300,000 or its equivalent;

(b)      otherwise than in circumstances which do not constitute an offer to the
         public in Ireland or elsewhere within the meaning of the Companies
         Acts, 1963 to 2001 of Ireland, it will not offer or sell any Notes in
         Ireland or elsewhere by means of any document or other means of visual
         reproduction unless:

         (i)      such Notes have a maximum maturity of five years from the date
                  of issue and such offer or sale is made only to persons whose
                  ordinary business is to buy or sell shares or debentures
                  (whether as principal or agent); or

         (ii)     if such Notes are to be listed on the Official List of the
                  Irish Stock Exchange, the offer or sale is only effected by
                  means of the Offering Circular or any other document
                  comprising listing particulars relating to the Notes, prepared
                  in accordance with the European Communities (Stock Exchange
                  Regulations, 1984 (as amended) of Ireland and approved by the
                  Irish Stock Exchange and in each case accompanied by an
                  application form for Notes or by means of a document,
                  accompanied by such an application form, in each case where
                  such application form indicates where the Offering Circular
                  (or such other document as aforesaid) may be obtained or
                  inspected;

(c)      it will not make in Ireland an offer of Notes to which the European
         Communities (Transferable Securities and Stock Exchange) Regulations,
         1992 of Ireland would apply, except in accordance with the provisions
         of those regulations;

(d)      it has only issued or passed on, and will only issue or pass on, in
         Ireland, any document received by it in connection with the issue of
         Notes to person who are persons to whom the document may otherwise
         lawfully be issued or passed on;

(e)      it has complied and will comply with all applicable provisions of the
         Investment Intermediaries Act, 1995 of Ireland (as amended) with
         respect to anything done by it in relation to the Notes or operating
         in, or otherwise involving, Ireland and, in the case of an Agent acting
         under and within the terms of an authorisation to do so for the
         purposes of EU Council Directive 93/22/EEC of May 10, 1993 (as amended
         or extended), it has complied with any codes of conduct made under the
         Investment Intermediaries Act, 1995 of Ireland (as amended) and, in the
         case of an Agent acting within the terms of an authorisation granted to
         it for the purposes of EU Council Directive 2000/12/EC of March 20,
         2000 (as amended or extended), it has complied with any codes of
         conduct or practice made under section 117(1) of the Central Bank Act,
         1989 of Ireland (as amended); and

(f)      in respect of an offer of the Notes to the public in Ireland within the
         meaning of the Companies Acts, 1963 to 2001 of Ireland, it will comply
         with the requirements of the sections 56 and 57 of the Companies Act,
         1963 of Ireland.

Each Agent has further represented and agreed (and each further Agent under the
Program will be required to represent and agree) that, in respect of Notes to be
issued by each of the Irish Issuers,

                                      D-6




which are to be listed on any stock exchange, it has not offered or sold and
will not offer or sell any Notes to persons prior to admission of the Notes to
listing except in accordance with sub-paragraphs (a) (as applicable) and (b)(i)
of this section above or otherwise in circumstances which comply with
subparagraph (a) above (as applicable) and which have not and will not result in
an offer to the public within the meaning of the Companies Act, 1963 to 2001 of
Ireland.

Italy.

         Each Agent has represented and agreed that the offering of the Notes
has not been cleared by CONSOB (the Italian Securities Exchange Commision)
pursuant to Italian securities legislation and, accordingly, it will not offer,
sell or deliver an Notes in the Republic of Italy or distribute in the Republic
of Italy copies of the Offering Circular or of any other document relating to
the Notes, except: (i) to professional investors ("operatori qualifcati"), as
defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st
July, 1998; (ii) in circumstances which are exempted from the rules on
solicitation of investments pursuant to Article 100 of Legislative Decree No. 58
of 24th February, 1998 (the "Financial Services Act") and Article 33, first
paragraph of CONSOB Regulation No. 11971 of 14th May, 1999, as amended; or (iii)
to an Italian resident who submits an unsolicited offer to purchase the Notes.

         Any offer, sale or delivery of the Notes or distribution of copies of
the Offering Circular or any other document relating to the Notes in the
Republic of Italy under (i) and (ii) above must be: (a) made by an investment
firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act and Legislative
Decree No. 385 of 1st September, 1993 (the "Banking Act") and (b) in compliance
with Article 129 of the Banking Act and the implementing guidelines of the Bank
of Italy pursuant to which the issue or the offer of securities in the Republic
of Italy may need to be preceded and followed by an appropriate notice to be
filed with the Bank of Italy depending, inter alia, on the aggregate value of
the securities issued or offered in the Republic of Italy and their
characteristics.

Japan.

         The Notes have not been, and will not be, registered under the
Securities and Exchange Law of Japan. Accordingly, each Agent has represented
and agreed that it has not, directly or indirectly, offered or sold and will
not, directly or indirectly, offer or sell any Notes in Japan or to, or for the
benefit of, a resident of Japan except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the Securities
and Exchange Law and other relevant laws and regulations of Japan. As used in
this paragraph, "resident of Japan" means any person resident in Japan,
including any corporation or other entity organized under the laws of Japan.
Without limiting the generality of the foregoing, Notes denominated or payable
in Japanese yen will be offered and sold by the relevant issuer in compliance
with the then-current regulations and guidelines of the Japanese Ministry of
Finance.

The Netherlands.

         Each Agent has represented and agreed, and each further Agent appointed
under the Programme will be required to represent and agree, that it has not,
directly or indirectly, offered or sold and will not, directly or indirectly,
offer or sell in The Netherlands any Notes with a denomination of less than EUR
50,000 (or its foreign currency equivalent) other than to persons

                                      D-7




who trade or invest in securities in the conduct of a profession or business
(which include banks, stockbrokers, insurance companies, pension funds, other
institutional investors and finance companies and treasury departments of large
enterprises) unless one of the other exemptions from or exceptions to the
prohibition contained in Article 3 of the Dutch Securities Transactions
Supervision Act 1995 is applicable and the conditions attached to such exemption
or exception are complied with.

Norway.

         Each Agent has represented and agreed, and each further Agent appointed
under the Programme will be required to represent and agree, that it has not,
directly or indirectly, offered or sold and will not, directly or indirectly,
offer or sell in the Kingdom of Norway any Notes other than to persons who are
registered with the Oslo Stock Exchange as professional investors.

Poland.

         No permit has been obtained from the Polish Securities and Exchange
Commission in relation to the issue of the Notes. Accordingly, the Notes may not
be offered in the Republic of Poland ("Poland") in the course of public trading,
defined in the Polish Act on Public Trading in Securities dated August 21, 1997
as an offering to sell or purchase or the sales or purchases of securities
issued in a series through use of mass media or other means if the offer is
directed at more than 300 people or to an unnamed addressee ("Public Trading").
Each Agent confirms that it is aware that no such permit has been obtained and
represents that it has not offered, sold or delivered and will not offer, sell
or deliver the Notes in Poland in the course of Public Trading as part of their
initial distribution or otherwise to residents of Poland. Each Agent
acknowledges that the acquisition and holding of the Notes by residents of
Poland may be subject to restrictions imposed by Polish law (including foreign
exchange regulations) and that the offers and sales of the Notes to Polish
residents or within Poland in secondary trading may also be subject to
restrictions.

Singapore.

         Each Agent has represented and agreed that it will not offer or sell
the Notes nor make the Notes the subject of an invitation for subscription or
purchase, nor will it circulate or distribute the Offering Circular or any other
document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Notes, whether directly or indirectly, to the
public or any member of the public in Singapore other than (a) to an
institutional investor or other person specified in Section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (b) to a
sophisticated investor, and in accordance with the conditions, specified in
Section 275 of the SFA or (c) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.

South Africa Common Monetary Area.

         Each Agent represents and agrees that it has not offered or sold and
will not offer to sell, directly or indirectly, any Notes denominated in or
payable in South African Rand in the Common Monetary Area (being the Republic of
South Africa, Namibia, Lesotho and Swaziland) (the "C.M.A.") or to persons
resident in the C.M.A. except in accordance with South African

                                      D-8




Exchange Control regulations and in circumstances which would not constitute an
offer to the public within the meaning of the South African Companies Act, 1973
(as amended).

Sweden.

         Each Agent confirms and agrees that it will not, directly or
indirectly, offer for subscription or purchase or issue invitations to subscribe
for or buy or sell Notes or distribute any draft or definitive document in
relation to any such offer, invitation or sale in the Kingdom of Sweden except
in compliance with the laws of the Kingdom of Sweden.

Switzerland.

         Each Agent represents and agrees that Notes denominated or payable in
or indexed to Swiss Francs may only be issued, offered and sold in compliance
with Swiss law and the relevant regulations of the Swiss National Bank in effect
from time to time.

United Kingdom.

         Each Agent represents and agrees that

         (1) in relation to Notes that have a maturity of one year or more, it
has not offered or sold and, prior to the expiry of the period of six months
from the issue date of such Notes, will not offer or sell any such Notes to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public within the meaning of the Public Offers of Securities Regulations 1995,
as amended;

         (2) in relation to any Notes having a maturity of less than one year
         from the date of issue, (a) it is a person whose ordinary activities
         involve it in acquiring, holding, managing or disposing of investments
         (as principal or agent) for the purposes of its business and (b) it has
         not offered or sold and will not offer or sell any Notes other than to
         persons whose ordinary activities involve them in acquiring, holding,
         managing or disposing of investments (as principal or as agent) for the
         purposes of their businesses or who it is reasonable to expect will
         acquire, hold, manage or dispose of investments (as principal or agent)
         for the purposes of their businesses where the issue of the Notes would
         otherwise constitute a contravention of Section 19 of the United
         Kingdom Financial Services and Markets Act 2000 (the "FSMA") by the
         relevant Issuer;

                  (3)      it has only communicated or caused to be communicated
         and will only communicate or cause to be communicated any invitation or
         inducement to engage in investment activity (within the meaning of
         Section 21 of the FSMA) received by it in connection with the issue or
         sale of any Notes in circumstances in which Section 21(1) of the FSMA
         does not apply to the relevant Issuer (and in the case of Notes issued
         by an Issuer other than GE Capital) the Guarantor; and

(4) it has complied and will comply with all applicable provisions of the FSMA
with respect to anything done by it in relation to such Notes in, from or
otherwise involving the United Kingdom

                                      D-9




General.

         Each Agent represents and agrees that it will comply with all
applicable laws and regulations in force in a jurisdiction in which it
purchases, offers or sells the Notes or possesses or distributes the Offering
Circular and will obtain any consent, approval or permission required by it for
the purchase, offer or sale by it of the Notes under the laws and regulations in
force in any jurisdiction to which it is subject or in which it makes such
purchase, offers or sales and neither the relevant Issuer nor (in the case of
Notes issued by an Issuer other than GE Capital the Guarantor nor any other
Agent shall have responsibility therefor.

Additional Offering Restrictions.

         Each Issuer or (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor shall from time to time advise the Agent of any selling
or other restrictions on the offer or sale of Notes denominated in one or more
other currencies in accordance with the provisions of Section 10(a) and Section
17 of the Euro MTN Distribution Agreement to which these selling restrictions
are attached.

                                      D-10




                                                                       EXHIBIT E

                             ISSUER ACCESSION NOTICE

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                 AND AFFILIATES

                          EURO MEDIUM-TERM NOTE PROGRAM

                                                                          [DATE]

BARCLAYS BANK PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
England

CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
One Cabot Square
London E14 4QJ
England

GE CAPITAL BANK S.C.A.
20, avenue Prothin
Tour Europlaza - 28C4
92063 Paris La Defense
France

GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
England

MERRILL LYNCH INTERNATIONAL
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
England

UBS LIMITED
100 Liverpool Street
London EC2M 2RH
England

Ladies and Gentlemen:

         Reference is hereby made to the Fourth Amended and Restated Euro MTN
Distribution Agreement dated May 23, 2003 (the "Euro MTN Distribution
Agreement") among General Electric Capital Corporation ("GE Capital"), the other
issuer parties to such agreement (together with GE

                                      E-1




Capital, each an "Issuer") and each of the agents named above (the "Agents"),
pursuant to which Euro Medium-Term Notes ("Notes") of such Issuers are
distributed from time to time. Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Euro MTN Distribution Agreement.

         Pursuant to Section 16 of the Euro MTN Distribution Agreement, this
Issuer Accession Notice is being delivered to notify you that as of the date
hereof [name of Additional Issuer] has acceded as an Additional Issuer
thereunder.

         Each of the Guarantor and the Additional Issuer hereby confirm the
following with respect to the accession of the Additional Issuer:

         1.       As required by Section 16(a) of the Euro MTN Distribution
                  Agreement, the Additional Issuer is a Subsidiary of GE Capital
                  and all Notes to be issued by the Additional Issuer will be
                  unconditionally and irrevocably guaranteed by GE Capital.

         2.       Each of the Condition Precedent documents set forth in Section
                  16(b) of the Euro MTN Distribution Agreement is attached
                  hereto, including: (a) the legal opinions required by Section
                  16(b)(ii), (b) the Officers' Certificate required by Section
                  16(b)(iii) and (c) the form of Offering Circular Supplement
                  pertaining to the Additional Issuer, as required by Section
                  16(b)(v).

         3.       Pursuant to Section 16(b)(iv) of the Euro MTN Distribution
                  Agreement, the [Luxembourg/Irish Stock Exchange/other stock
                  exchange] has confirmed that listing of any Notes issued by
                  the Additional Issuer will be granted subject only to delivery
                  of the Offering Circular as most recently amended or
                  supplemented.

         Notices under Section 13 of the Euro MTN Distribution Agreement can be
delivered to the Additional Issuer at the following address or facsimile number
set forth below:

         [Name of Additional Issuer]
         [Address]
         Phone:
         Fax:
         Attention:

                                      E-2




   [Supplemental Information to be added to Administrative Procedures, if any]

                                             Very truly yours,

                                             GENERAL ELECTRIC CAPITAL
                                              CORPORATION

                                             By_____________________________
                                             Name:
                                             Title:

                                             [ADDITIONAL ISSUER]

                                             By______________________________
                                             Name:
                                             Title:

                                      E-3