Exhibit 4(n)

                  FORM OF DEFINITIVE FLOATING RATE BEARER NOTE

BEARER                                                                    BEARER
NO. DBFL                                                             [      ](1)
                                                                     [      ](2)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

--------------------
(1)      Insert Principal Amount.

(2)      Insert Optional Payment Amount if the Note has dual-currency feature.




                      GENERAL ELECTRIC CAPITAL CORPORATION
                              EURO MEDIUM-TERM NOTE
                                 (FLOATING RATE)

                                     SERIES:

<TABLE>
<CAPTION>
<S>                            <C>                          <C>                         <C>
COMMON CODE:                   MINIMUM INTEREST RATE:       INTEREST RESET PERIOD:      INITIAL REDEMPTION DATE:

ISIN:                          INDEX MATURITY:              INTEREST RESET DATES:       INITIAL REDEMPTION
                                                                                        PERCENTAGE:

ORIGINAL ISSUE DATE:           OPTION ELECTION DATES:       APPLICABILITY OF MODIFIED
                                                            PAYMENT UPON ACCELERATION   APPLICABILITY OF ANNUAL
                                                            OR REDEMPTION:              REDEMPTION PERCENTAGE
MATURITY DATE:                 OPTIONAL PAYMENT CURRENCY:                               REDUCTION:
                                                            If yes, state Issue Price   If yes, state Annual
SPECIFIED (FACE AMOUNT)                                     and each redemption date    Percentage Reduction:
CURRENCY:                      DESIGNATED EXCHANGE RATE:    and redemption price:


                                                                                        OPTIONAL REPAYMENT
INTEREST PAYMENT                                            INDEXED CURRENCY:           DATE(S):
DATE(S):                       OPTION VALUE CALCULATION
                               AGENT:
                                                            CURRENCY BASE RATE:         DENOMINATIONS (if not as
INTEREST RATE BASIS:                                                                    set forth herein):
                               SPREAD (PLUS OR MINUS):
                                                            DETERMINATION AGENT:
INITIAL INTEREST RATE:                                                                  TAX REDEMPTION DATE:
                               ALTERNATE RATE EVENT
                               SPREAD:                      AVAILABILITY OF
INTEREST ACCRUAL DATE:                                      REGISTERED NOTES:

                               SPREAD MULTIPLIER:

MAXIMUM INTEREST RATE:
                               INTEREST PAYMENT PERIOD:
</TABLE>

CALCULATION AGENT:                         IF INTEREST RATE BASIS IS LIBOR:
                                           INDEX CURRENCY:______________________
                                           DESIGNATED LIBOR PAGE:
                                           [ ] Reuters Page: ___________________
                                           [ ] Telerate Page: __________________

INTEREST CALCULATION:                      DAY COUNT CONVENTION
[  ]  Regular Floating Rate Note           [  ] Actual/360 for the period
[  ]  Floating Rate/Fixed Rate                   from          to
       Fixed Rate Commencement Date:       [  ] Actual/Actual to the period
       Fixed Interest Rate:                      from          to
[  ]  Inverse Floating Rate Note
       Fixed Interest Rate:

ADDENDUM ATTACHED:                         OTHER PROVISIONS:
[  ]  Yes
[  ]  No

         General Electric Capital Corporation (together with its successors and
assigns, the "Company"), for value received, hereby promises to pay to the
holder hereof upon surrender hereof, the principal sum (or Face Amount, if the
Note has a dual-currency or index feature) specified above on the Maturity Date
specified above (except to the extent redeemed or repaid prior to the Maturity
Date) and to pay interest thereon to the bearer of the coupons, if any, attached
hereto (the "Coupons") at the interest rate per annum calculated in accordance
with the terms hereof from the last date

                                       2




on which interest was paid on the predecessor global Note, or if no such
interest was paid, then from the Original Issue Date of the predecessor global
Note, until the principal hereof is paid or duly made available for payment
(except as provided below), in arrears monthly, quarterly, semiannually or
annually as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date (or any redemption or repayment date).

         Payment of the principal of this Note and any premium due at the
Maturity Date (or any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Fiscal and Paying Agent or at the office or agency of such other paying agents
outside the United States (this and certain other capitalized terms used herein
are defined on the reverse of this Note) as the Company may determine maintained
for that purpose (a "Paying Agent").

         Interest on this Note will accrue from the most recent Interest Payment
Date to which interest hereon or on the predecessor global Note has been paid or
duly provided for, or, if no interest has been paid or duly provided for, from
the Original Issue Date of the predecessor global Note, until the principal
hereof has been paid or duly made available for payment (except as provided
below). The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date, will, subject to certain exceptions described herein,
be paid to the holder of the appropriate Coupon upon presentment and surrender
thereof at the office or agency of the Fiscal and Paying Agent or at the office
of any Paying Agent.

         If the Specified Currency is other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank in London, Luxembourg or a city in the country of such
Specified Currency or by wire transfer of immediately available funds if
appropriate wire transfer instructions in writing have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable Interest Payment Date.

         If the Specified Currency indicated on the face hereof is U.S. dollars,
any payment of the principal of and premium, if any, and interest on this Note
will be made, subject to applicable laws and regulations, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts either by a check drawn on a bank
in The City of New York mailed to an address outside the United States furnished
by the holder or by wire transfer of immediately available funds to an account
maintained by the holder of this Note with a bank located outside the United
States if appropriate wire transfer instructions have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable payment date. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment.

         This Note is issued in the principal amount set forth on the face
hereof, but the total aggregate principal amount of the Series to which this
Note belongs is unlimited. The Company has the right, without the consent of the
holder of any Note or coupon appertaining thereto, to issue additional Notes
which form part of the Series to which this Note belongs.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Fiscal and Paying Agent by manual signature, this Note shall not be entitled
to any benefit under the Fiscal Agency Agreement, as defined on the reverse
hereof, or be valid or obligatory for any purpose.

                                       3



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

DATED:                                          GENERAL ELECTRIC CAPITAL
                                                  CORPORATION

[SEAL]                                          By:
                                                   Title:

Attest:

By:
   Title:

CERTIFICATE OF AUTHENTICATION

         This is one of the Notes referred to
in the within-mentioned Fiscal Agency Agreement.

JPMORGAN CHASE  BANK,
         as Fiscal and Paying Agent

By:
         Authorized Officer

                                       4




                            [FORM OF REVERSE OF NOTE]

         This Note is one of a duly authorized issue of [Euro Medium-Term
Notes]1 [Debt Securities]2 of the Series specified on the face hereof, having
maturities of nine months or more from the date of issue (the "Notes") of the
Company. The Notes are issuable under a fourth amended and restated fiscal and
paying agency agreement, dated as of May 23, 2003 among the Company, GE Capital
Australia Funding Pty. Ltd., General Electric Capital Canada Inc., GE Capital
Canada Funding Company, GE Capital European Funding, GE Capital UK Funding and
JPMorgan Chase Bank, as fiscal agent and as principal paying agent (in such
capacities, the "Fiscal and Paying Agent") (as amended and supplemented from
time to time, the "Fiscal Agency Agreement"), to which Fiscal Agency Agreement
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Company and holders of the Notes and the
terms upon which the Notes are, and are to be, authenticated and delivered.
JPMorgan Chase Bank at its office in London has been appointed the Exchange Rate
Agent (the "Exchange Rate Agent", which terms include any successor exchange
rate agent) with respect to the Notes. The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Fiscal Agency Agreement. To the
extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are
hereby incorporated by reference herein.

         This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.

         Unless otherwise indicated on the face of this Note, this Note shall
not be subject to repayment at the option of the holder prior to the Maturity
Date. If so indicated on the face of this Note, this Note may be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
1,000 units of the Specified Currency indicated on the face hereof (provided
that any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
hereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, the Company must receive at the
corporate trust office of the Fiscal and Paying Agent in the City of London, at
least 30 days but not more than 60 days prior to the repayment, (i) this Note
with the form entitled "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, facsimile transmission or a letter from a
commercial bank or trust company in Western Europe which must set forth the
principal amount of this Note, the principal amount of this Note to be repaid,
the certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse hereof, will be received by
the Fiscal and Paying Agent not later than the fifth Business Day after the date
of such telegram, facsimile transmission or letter; provided, however, that such
telegram, facsimile transmission or letter from a commercial bank or trust
company in Western Europe shall only be effective if in such case, this Note and
form duly completed are received by the Fiscal and Paying Agent by such fifth
Business Day. Exercise of such repayment option by the holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name of
the holder hereof upon cancellation hereof, but only in an authorized
denomination.

         This Note will bear interest at the rate determined as follows:

                  1.       If this Note is designated as a Regular Floating Rate
         Note on the face hereof, then, except as described below, this Note
         shall bear interest at the rate determined by reference to the
         applicable Interest Rate Basis shown on the face hereof (i) plus or
         minus the applicable Spread, if any, and/or (ii) multiplied by the
         applicable Spread Multiplier, if any, specified and applied in the
         manner described on the face hereof. Commencing on the first Interest
         Reset Date following the Original Issue Date of the predecessor global
         Note (the "Initial Interest Reset Date"), the rate at which interest on
         this Note is payable shall be reset as of each Interest Reset Date
         specified on the face hereof; provided, however, that (i) the interest
         rate in effect for the period from the Original Issue Date of the
         predecessor global Note to the Initial Interest Reset Date will be the
         Initial Interest Rate, and (ii) unless otherwise specified on the face
         hereof, the interest rate in effect hereon for the ten calendar

                                       5




         days immediately prior to a Maturity Date shall be that in effect on
         the tenth calendar day preceding such Maturity Date.

                  2.       If this Note is designated as a Floating Rate/Fixed
         Rate Note on the face hereof, then, except as described below, this
         Note shall initially bear interest at the rate determined by reference
         to the applicable Interest Rate Basis shown on the face hereof (i) plus
         or minus the applicable Spread, if any, and/or (ii) multiplied by the
         applicable Spread Multiplier, if any, specified and applied in the
         manner described on the face hereof. Commencing on the Initial Interest
         Reset Date, the rate at which interest on this Note is payable shall be
         reset as of each Interest Reset Date specified on the face hereof;
         provided, however, that (i) the interest rate in effect for the period
         from the Original Issue Date of the predecessor global Note to the
         Initial Interest Reset Date will be the Initial Interest Rate; (ii)
         unless otherwise specified on the face hereof, the interest rate in
         effect hereon for the ten calendar days immediately prior to the Fixed
         Rate Commencement Date shall be that in effect on the tenth calendar
         day preceding the Fixed Rate Commencement Date; and (iii) the interest
         rate in effect commencing on, and including, the Fixed Rate
         Commencement Date to the Maturity Date shall be the Fixed Interest
         Rate, if such a rate is specified on the face hereof, or if no such
         Fixed Interest Rate is so specified, the interest rate in effect hereon
         on the day immediately preceding the Fixed Rate Commencement Date.

                  3.       If this Note is designated as an Inverse Floating
         Rate Note on the face hereof, then, except as described below, this
         Note will bear interest equal to the Fixed Interest Rate indicated on
         the face hereof minus the rate determined by reference to the
         applicable Interest Rate Basis shown on the face hereof (i) plus or
         minus the applicable Spread, if any, and/or (ii) multiplied by the
         applicable Spread Multiplier, if any, specified and applied in the
         manner described on the face hereof; provided, however, that the
         interest rate hereon will not be less than zero. Commencing on the
         Initial Interest Reset Date, the rate at which interest on this Note is
         payable shall be reset as of each Interest Reset Date specified on the
         face hereof; provided, however, that (i) the interest rate in effect
         for the period from the Original Issue Date of the predecessor global
         Note to the Initial Interest Reset Date will be the Initial Interest
         Rate, and (ii) unless otherwise specified on the face hereof, the
         interest rate in effect hereon for the ten calendar days immediately
         prior to a Maturity Date shall be that in effect on the tenth calendar
         day preceding such Maturity Date.

                  4.       Notwithstanding the foregoing, if this Note is
         designated above as having an Addendum attached, the Note shall bear
         interest in accordance with the terms described in such Addendum.

         Except as provided above, the interest rate in effect on each day shall
be (a) if such day is an Interest Reset Date, the interest rate determined on
the Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined on the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest Rate Basis shall
be the rate determined in accordance with the applicable provision below. If any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that if an Interest Rate Basis specified on
the face hereof is LIBOR and such next Business Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the next preceding Business
Day.

         Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the CD Rate, Commercial Paper Rate, Federal
Funds Rate and Prime Rate will be the second Business Day next preceding such
Interest Reset Date. The Interest Determination Date with respect to the
Eleventh District Cost of Funds Rate will be the last working day of the month
immediately preceding each Interest Reset Date on which the Federal Home Loan
Bank of San Francisco (the "FHLB of San Francisco") publishes the Index (as
defined below). Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking Day
(as defined below) preceding such Interest Reset Date, unless the Designated
LIBOR Currency (as defined herein) is (i) pounds sterling, in which case the
"Interest Determination Date" will be the applicable Interest

                                       6




Reset Date, or (ii) euro, in which case the Interest Determination Date will be
the second TARGET Settlement Day (as defined herein) preceding such Interest
Reset Date. Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to EURIBOR shall be the second TARGET
Settlement Day preceding each Interest Reset Date for the related Notes. The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the Treasury Rate shall be the day
of the week in which such Interest Reset Date falls on which Treasury bills
normally would be auctioned; provided, however, that if an auction is held on
the Friday of the week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such auction.
"London Banking Day" means any day on which commercial banks are open for
business (including dealings in Designated LIBOR Currency) in London, England.

         The "CALCULATION DATE" pertaining to any Interest Determination Date
will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day preceding the applicable Interest Payment
Date or Maturity Date, as the case may be.

         DETERMINATION OF CD RATE. If the Interest Rate Basis specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity specified
on the face hereof as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates," or any
successor publication ("H.15(519)"), under the heading "CDs (Secondary Market)",
or, if not so published by 3:00 p.m., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the CD Rate will be the
rate on such Interest Determination Date for negotiable certificates of deposit
of the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "CDs (Secondary Market)". If such rate is not yet published in either
H.15(519), H.15 Daily Update, or such other recognized electronic source by 3:00
P.M., New York City time, on such Calculation Date pertaining to such Interest
Determination Date, then the CD Rate on such Interest Determination Date will be
calculated by the Calculation Agent referred to on the face hereof and will be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New
York City time, on such Interest Determination Date, for negotiable certificates
of deposit of major United States money market banks with a remaining maturity
closest to the Index Maturity specified on the face hereof in a denomination of
$5,000,000 as quoted by three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
with respect to such Interest Determination Date shall be the CD Rate as in
effect on such Interest Determination Date. For the purposes hereof, "H.15 Daily
Update" means the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the United States Federal
Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor service.

         DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, the Commercial Paper
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper Nonfinancial," or if not so published prior to 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield of
the rate on such Interest Determination Date for commercial paper of the Index
Maturity specified on the face hereof as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the caption "Commercial Paper Nonfinancial". If such rate is not yet
available in either H.15(519) , H.15 Daily Update, or such other recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date,
then the Commercial Paper Rate on such Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on
such Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized rating agency, as
quoted by three leading dealers in commercial paper in The City of New York
selected by the Calculation Agent; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered rates as
set forth

                                       7




above, the Commercial Paper Rate with respect to such Interest Determination
Date shall be the Commercial Paper Rate in effect on such Interest Determination
Date.

         "MONEY MARKET YIELD" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:

         Money Market Yield =          D x 360   x 100
                                    -------------
                                    360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the period for which interest is being calculated.

         DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE. If the Interest
Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as
indicated above, the Eleventh District Cost of Funds Rate shall be determined on
each applicable Interest Determination Date and shall be the rate equal to the
monthly weighted average cost of funds for the calendar month preceding such
Interest Determination Date as set forth under the caption "11th District" on
Telerate Page 7058 as of 11:00 a.m., San Francisco time, on such Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on any
such Interest Determination Date, the Eleventh District Cost of Funds Rate for
such Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate for
the calendar month next preceding such Interest Determination Date, then the
Eleventh District Cost of Funds Rate for such Interest Determination Date will
be the Eleventh District Cost of Funds Rate in effect on such Interest
Determination Date.

         DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as such rate is
displayed on Telerate Page 120, or, if the rate does not appear on Telerate Page
120 or is not published in H.15(519) prior to 11:00 a.m., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate will be the rate on such Interest Determination Date as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "Federal Funds (Effective)".
If such rate does not appear on Telerate Page 120 or is not published in
H.15(519), H.15 Daily Update or such other recognized electronic source by 3:00
p.m., New York City time, on such Calculation Date, the Federal Funds Rate for
such Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar Federal funds as of 11:00 a.m., New York City time, on such
Interest Determination Date arranged by three leading brokers of Federal funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if fewer than three brokers are providing the aforesaid
quotes, the Federal Funds Rate with respect to such Interest Determination Date
shall be the Federal Funds Rate in effect on such Interest Determination Date.

                  DETERMINATION OF LIBOR. If the Interest Rate Basis specified
on the face hereof is LIBOR, LIBOR with respect to this Note shall be determined
on each Interest Determination Date as follows:

                  (i)      LIBOR will be either (a) if "LIBOR Telerate" is
         specified on the face hereof or if the face hereof does not specify a
         source for LIBOR, the rate for deposits in the London interbank market
         in the Designated LIBOR Currency (as defined below) having the Index
         Maturity designated on the face hereof commencing on the second
         Business Day immediately following such Interest Determination Date
         (or, if pounds sterling is the Designated LIBOR Currency, beginning on
         such date or, if euro is the Designated LIBOR Currency, beginning on
         the second TARGET Settlement Day immediately after such date), that
         appears on the Designated LIBOR Page (as defined below) as of 11:00
         a.m., London time, on that Interest Determination Date, or (b) if
         "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of
         the offered rates for deposits in the London interbank market in the
         Designated LIBOR Currency having the Index Maturity designated on the
         face hereof and commencing on the second Business Day immediately
         following such Interest Determination Date, (or, if pounds sterling is
         the Designated LIBOR Currency, beginning on such

                                       8




         date or, if euro is the Designated LIBOR Currency, beginning on the
         second TARGET Settlement Day immediately after such date), that appears
         on the Designated LIBOR Page (as defined below) that appear on the
         Designated LIBOR Page as of 11:00 a.m., London time, on such Interest
         Determination Date, if at least two such offered rates on such
         Designated LIBOR Page. If fewer than two offered rates appear, or no
         rate appears, as applicable, LIBOR in respect of such Interest
         Determination Date will be determined as if the parties had specified
         the rate described in clause (ii) below.

                  (ii)     If fewer than two offered rates appear, or no rate
         appears, as the case may be, on the applicable Designated LIBOR Page as
         specified in clause (i) above, the Calculation Agent will request the
         principal London offices of each of four major reference banks in the
         London interbank market, as selected by the Calculation Agent, to
         provide the Calculation Agent with its offered quotation for deposits
         in the Designated LIBOR Currency for the period of the Index Maturity
         designated on the face hereof, commencing on the second Business Day
         (or if pounds sterling is the Designated LIBOR Currency, commencing on
         such Interest Determination Date or, if euro is the Designated LIBOR
         Currency, beginning on the second TARGET Settlement Day immediately
         after such date) immediately following such Interest Determination
         Date, to prime banks in the London interbank market at approximately
         11:00 a.m., London time, on such Interest Determination Date and in a
         principal amount that is representative for a single transaction in
         such Designated LIBOR Currency in such market at such time. If at least
         two such quotations are provided, LIBOR determined on such Interest
         Determination Date will be the arithmetic mean of such quotations. If
         fewer than two quotations are provided, LIBOR determined on such
         Interest Determination Date will be the arithmetic mean of the rates
         quoted at approximately 11:00 a.m. (or such other time specified on the
         face hereof), New York City time, on such Interest Determination Date
         by three major banks (one of which may be an affiliate of the
         calculation agent) in the Principal Financial Center selected by the
         calculation agent. The rates will be for loans in the Designated LIBOR
         Currency to leading European banks having the Index Maturity designated
         in the applicable Pricing Supplement beginning on the second London
         Business Day after that date (or, if pounds sterling is the Designated
         LIBOR Currency, commencing on such date or, if euro is the Designated
         LIBOR Currency, beginning on the second TARGET Settlement Day
         immediately after such date) and in a Representative Amount; provided,
         however, that if the banks so selected by the Calculation Agent are not
         quoting as mentioned in this sentence, LIBOR with respect to such
         Interest Determination Date will be LIBOR in effect on such Interest
         Determination Date.

         "DESIGNATED LIBOR CURRENCY" means the currency (including composite
currencies and euro) specified on the face hereof as the currency with respect
to which LIBOR shall be calculated. If no such currency is specified on the face
hereof, the Designated LIBOR Currency shall be U.S. dollars.

         "DESIGNATED LIBOR PAGE" means either (a) if "LIBOR Reuters" is
specified in on the face hereof, the display on the Reuters Monitor Money Rates
Service for the purpose of displaying the London interbank rates of major banks
for the applicable Designated LIBOR Currency, or (b) if "LIBOR Telerate" is
specified on the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the manner of calculating LIBOR, the display on Telerate (or any
successor service) for the purpose of displaying the London interbank offered
rates of major banks for the applicable Designated LIBOR Currency.

         DETERMINATION OF EURIBOR. If the Interest Rate Basis specified on the
face hereof is EURIBOR, EURIBOR with respect to this Note shall be determined on
each Interest Determination Date and shall be the rate for deposits in euro
having the Index Maturity designated on the face hereof that appears on the
Designated EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest
Determination Date. If such rate does not appear on the Designated EURIBOR Page
as of 11:00 a.m., Brussels time, on that Interest Determination Date, then the
Calculation Agent will request the principal offices of four major banks (one of
which may be an affiliate of the Calculation Agent) in the Euro-zone selected by
the Calculation Agent to provide such bank's offered quotation to prime banks in
the Euro-zone interbank market for deposits in euro having the Index Maturity
designated on the face hereof as of 11:00 a.m., Brussels time, on such Interest
Determination Date and in a Representative Amount. If at least two quotations
are provided, EURIBOR determined on such Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
EURIBOR determined on such Interest Determination Date will be the arithmetic
mean of the rates quoted by major banks (which may include an affiliate of the
Calculation Agent) in the Euro-zone, selected by the Calculation Agent, at
approximately 11:00 a.m., Brussels time, on the Interest Determination

                                       9




Date for loans in euro to leading European banks for a period of time
corresponding to the Index Maturity designated on the face hereof and in a
Representative Amount. If no rates are quoted by major banks, EURIBOR for such
Interest Determination Date will be EURIBOR in effect for such Interest
Determination Date. "Euro-zone" means the area encompassed by member states in
the European Union that are participating in the third stage of European
Economic and Monetary Union pursuant to the Treaty establishing the European
Communities, as amended by the Treaty on European Union.

         DETERMINATION OF PRIME RATE. If the Interest Rate Basis specified on
the face hereof is the Prime Rate, the Prime Rate with respect to this Note
shall be determined on each Interest Determination Date and shall be the rate on
such date as published in H.15(519) under the heading "Bank Prime Loan", or if
not so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Prime Rate will be the rate
as published on such Interest Determination Date in the H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying such
rate, under the caption "Bank Prime Loan". If such rate is not published in
H.15(519), H.15 Daily Update or such other recognized electronic source, then
the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to
the next higher one-hundred thousandth of a percentage point) of the rates of
interest publicly announced by each bank named on the Reuters Screen U.S. Prime
1 Page (as defined below) as such bank's prime rate or base lending rate as in
effect for such Interest Determination Date as quoted on the Reuters Screen U.S.
Prime 1 Page on such interest Determination Date, or, if fewer than four, but
more than one, such rates appear on the Reuters Screen U.S. Prime 1 Page for
such Interest Determination Date, the rate shall be the arithmetic mean of the
prime rates quoted on the basis of actual number of days in the year divided by
360 as of the close of business on such Interest Determination Date by four
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested. For purposes of making the foregoing
determination, each change in the prime rate or base lending rate of any bank so
announced by such bank will be effective as of the effective date of the
announcement or, if no effective date is specified, as of the date of the
announcement. If fewer than two such quotations are provided, the Prime Rate
will be calculated by the Calculation Agent and will be determined as the
arithmetic mean on the basis of the prime rates or base lending rates quoted in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States or
any state thereof, each having total equity capital of at least $500 million and
being subject to supervision or examination by a federal or state authority,
selected by the Calculation Agent to quote such rate or rates; provided,
however, that if the banks or trust companies so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime Rate with respect
to such Interest Determination Date will be the Prime Rate in effect on such
Interest Determination Date.

         DETERMINATION OF TREASURY RATE. If the Interest Rate Basis specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate applicable to the most recent auction of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as it appears under the caption "[HIGH RATE]" on page 56 or page 57 of
Telerate (or any other pages that may replace such pages on such service) or if
not so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the auction average rate on such
Interest Determination Date (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury Bills having the Index
Maturity specified on the face hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date, or if no such
auction is held in the five Business Days preceding such Interest Determination
Date, then the Treasury Rate shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) of such
Treasury bills having the specified Index Maturity as published in H.15(519)
under the caption "U.S. Government Securities Treasury Bills [Auction high]." If
such rate is not so published in H.15(519) by 3:00 p.m., New York City time, on
the related Calculation Date, the rate on such Interest Determination Date of
such Treasury bills will be as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "U.S. Government Securities/Treasury Bills/[Auction high]" on such
Interest Determination Date If such rate is not yet published in H.15(519), H.15
Daily Update or another recognized electronic source on such Interest
Determination Date, then the Treasury Rate will be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Interest Determination Date, of three

                                       10




leading primary United States government securities dealers selected by the
Calculation Agent for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified on the face hereof; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting bid rates as mentioned in this sentence, the Treasury Rate with respect
to such Interest Determination Date will be the Treasury Rate in effect on such
Interest Determination Date.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States Federal law of general application.

         At the request of the holder hereof, the Calculation Agent will provide
to the holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as of the next Interest Reset Date.

         Interest payments on this Note will equal the amount of interest
accrued from and including the next preceding Interest Payment Date in respect
of which interest has been paid (or from and including the date of issue of the
predecessor global Note, if no interest has been paid) to but excluding the
related Interest Payment Date; provided, however, that if the Interest Reset
Period with respect to this Note is daily or weekly, each interest payment will
include interest accrued from and including the date of issue of the predecessor
global Note or from but excluding the fifteenth calendar day preceding the next
preceding Interest Payment Date (whether or not such fifteenth calendar day is a
Business Day) to which interest has been paid, as the case may be, through and
including the fifteenth calendar day preceding the applicable Interest Payment
Date (whether or not such fifteenth calendar day is a Business Day), unless
otherwise specified on the face hereof; and provided, further, that the interest
payment with respect to this Note made on the Maturity Date will include
interest accrued to but excluding such Maturity Date.

         Unless otherwise specified on the face hereof, the day count fraction
in respect of the calculation of an amount of interest on this Note for any
period of time (the "Calculation Period") will be computed and paid on the basis
of the actual number of days in the Calculation Period divided by 360.

         Accrued interest on this Note will be calculated by multiplying the
principal amount of this Note (or, if this Note is designated as an Indexed Note
on the face hereof, the face amount of such Indexed Note) by an accrued interest
factor. The accrued interest factor will be computed by adding the interest
factors calculated for each day in the period for which accrued interest is
being calculated. The interest factor (expressed as a decimal calculated to
seven decimal places without rounding) for each day will be computed by dividing
the interest rate in effect on that day by 360, unless an alternative day-count
fraction is specified on the face hereof, in which case the corresponding
denominator of such alternative day count fraction will be used to compute the
interest factor. If the interest rate on this Note may be calculated with
reference to two or more Interest Rate Bases, the accrued interest factor will
be calculated in each period by selecting one such Interest Rate Basis for such
period. For these calculations, the interest rate in effect on any Interest
Reset Date will be the new reset rate.

         All percentages resulting from any calculation will be to the nearest
one hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g., 9.9876545% (or .09876545) would be
rounded to 9.87655% (or.0987655), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward).

         If any Interest Payment Date other than the Maturity Date would
otherwise be a day that is not a Business Day, such Interest Payment Date will
be postponed to the next succeeding Business Day, except that in the case of a
Floating Rate Note as to which LIBOR is an applicable Interest Rate Basis and
such Business Day falls in the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding Business Day. If the Maturity
Date falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest will be made on the next succeeding
Business Day as if made on the date such payment was due, and no interest will
accrue on such payment for the period from and after the Maturity Date to the
date of such payment on the next succeeding Business Day.

                                       11




         This Note is unsecured and ranks pari passu with all other unsecured
and unsubordinated indebtedness of the Company.

         This Note has been issued in bearer form (a "Bearer Note"), with
Coupons, if any, and any Note or Notes issued upon transfer or exchange hereof
is issuable as a Bearer Note, with Coupons, if any, attached, in the
denominations of 1,000 units, 10,000 units or 100,000 units of the Specified
Currency indicated on the face hereof (unless otherwise specified on the face
hereof) or (if so specified on the face hereof) as a Note in fully registered
form, without coupons (a "Registered Note"), in denominations of 100,000 units
of the Specified Currency indicated on the face hereof or any integral multiple
of 1,000 units of such Specified Currency in excess thereof (unless otherwise
specified on the face hereof).

         This Note may be transferred by delivery. If so specified on the face
hereof, then, at the option of the holder of this Note, and subject to the terms
of the Fiscal Agency Agreement, this Note (with all unmatured Coupons, and all
matured Coupons in default) will be exchangeable at the option of the holder
hereof into Registered Notes of any authorized denominations of like tenor and
in an equal aggregate principal amount, in accordance with the provisions of the
Fiscal Agency Agreement, at the corporate trust office of JPMorgan Chase Bank,
which initially has been appointed registrar for the Registered Notes or at the
office of any transfer agent appointed by the Company for such purpose. If this
Note is surrendered in exchange for Registered Notes after the close of business
at any such office on (i) any record date for the payment of interest (a
"Regular Record Date") on a Registered Note on an Interest Payment Date and
before the opening of business at such office on the relevant Interest Payment
Date, or (ii) any record date to be established for the payment of defaulted
interest on a Registered Note (a "Special Record Date") and before the opening
of business at such office on the related proposed date for payment of defaulted
interest, this Note shall be surrendered without the Coupon relating to such
date for payment of interest. This Note may also be exchanged for other
definitive Bearer Notes with Coupons, if any, in other authorized denominations,
in an equal aggregate principal amount, in accordance with the provisions of the
Fiscal Agency Agreement, at the offices of the Fiscal and Paying Agent or at the
office of any transfer agent designated by the Company for such purpose. All
such exchanges of Notes and Coupons will be made free of charge, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. The date of surrender of any Note or Coupon
delivered upon any exchange or transfer of Notes or Coupons shall be such that
no gain or loss of interest results from such exchange or transfer.

         If this Note is to be redeemed, the Company shall not be required to
issue or exchange this Note for a period of 15 days preceding the date fixed for
redemption.

         In case any Note shall at any time become mutilated, destroyed, lost or
stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as may be required in the
premises) shall be delivered to the Fiscal and Paying Agent, a new Note of like
tenor will be issued by the Company in exchange for the Note so mutilated or
defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the case
of any destroyed or lost or stolen Note only upon receipt of evidence
satisfactory to the Fiscal and Paying Agent and the Company that such Note was
destroyed or lost or stolen and, if required, upon receipt also of an indemnity
satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.

         The Fiscal Agency Agreement provides that if an Event of Default (as
defined in the Fiscal Agency Agreement) with respect to the Series of which this
Note forms a part, shall have occurred and be continuing, the holder hereof, by
notice in writing to the Company and to the Fiscal and Paying Agent, may declare
the principal of this Note and the interest accrued hereon to be due and payable
immediately.

         If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of noteholders taken pursuant to the
Fiscal Agency Agreement prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of noteholders taken pursuant to the Fiscal

                                       12




Agency Agreement following the acceleration of payment of this Note, the
principal amount hereof shall equal the amount of principal due and payable with
respect to this Note, calculated as set forth in clause (i) above.

         Notes of the Series of which this Note forms a part may be redeemed, at
the option of the Company, as a whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount thereof (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption", such
redemption price would be limited to the sum of the Issue Price plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption,
if the Company determines that, as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Tax Redemption Date specified on the face
hereof, the Company has or will become obligated to pay Additional Amounts (as
defined below) with respect to the Notes as described below. Prior to the giving
of any notice of redemption pursuant to this paragraph, the Company shall
deliver to the Fiscal and Paying Agent (i) a certificate stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Company to so
redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal
and Paying Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts if a payment in respect of the Notes were then due.

         Notice of redemption will be given not less than 30 nor more than 60
days prior to the date fixed for redemption, which date and the applicable
redemption price will be specified in the notice. Such notice will be given in
accordance with "Notices" as defined below.

         If the Company shall determine that any payment made outside the United
States by the Company or any Paying Agent of principal or interest[, including
original issue discount,](3) due in respect of any Bearer Notes of the Series of
which this Note forms a part would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Note or interest coupon who is a United States
Alien (other than such a requirement (a) which would not be applicable to a
payment made by the Company or any one of its Paying Agents (i) directly to the
beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien, provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Company shall redeem the Bearer
Notes, in whole, at a redemption price equal to 100% of the principal amount
thereof (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption", such redemption price would be limited to the sum
of the Issue Price plus the Amortized Amount), together with accrued interest to
the date fixed for redemption (or, in the case of Original Issue Discount Notes,
at 100% of the portion of the face amount thereof that has accrued to the date
of redemption) or, at the election of the Company if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in such
paragraph. The Company shall make such determination and election as soon as
practicable and publish prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Company will redeem the Bearer
Notes of such Series, or whether the Company has elected to pay the Additional
Amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Bearer Notes must take place, as provided in
the next succeeding sentence. If the Company redeems the Bearer Notes, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall elect by notice to
the Fiscal and Paying Agent at least 60 days prior to the date fixed for
redemption. Notice of such redemption of the Bearer Notes will be given to the
holders of the Bearer Notes not more than 60 nor less than 30 days prior to the
date fixed for redemption. Such redemption notice shall include a statement as
to the last date by which the Bearer

--------------------
(3)      Include if Notes are original issue discount Notes.

                                       13




Notes to be redeemed may be exchanged for Registered Notes. Notwithstanding the
foregoing, the Company shall not so redeem the Bearer Notes if the Company shall
subsequently determine, not less than 30 days prior to the date fixed for
redemption, that subsequent payments would not be subject to any such
requirement, in which case the Company shall publish prompt notice of such
determination and any earlier redemption notice shall be revoked and of no
further effect. The right of any of the holders of Bearer Notes called for
redemption pursuant to this paragraph to exchange such Bearer Notes for
Registered Notes will terminate at the close of business of the Fiscal and
Paying Agent on the fifteenth day prior to the date fixed for redemption, and no
further exchanges of such Series of Bearer Notes for Registered Notes shall be
permitted.

         If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph would
be fully satisfied by payment of a backup withholding tax or similar charge, the
Company may elect to pay as Additional Amounts such amounts as may be necessary
so that every net payment made outside the United States following the effective
date of such requirements by the Company or any Paying Agent of principal or
interest, [including original issue discount,](4) due in respect of any Bearer
Note or any interest coupon of which the beneficial owner is a United States
Alien (but without any requirement that the nationality, residence or identity
of such beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority, with respect to the payment of such additional amounts),
after deduction or withholding for or on account of such backup withholding tax
or similar charge (other than a backup withholding tax or similar charge which
(i) would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the presentation of such Bearer Note or interest
coupon for payment more than 15 calendar days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for in
such Bearer Note or interest coupon to be then due and payable. In the event the
Company elects to pay Additional Amounts pursuant to this paragraph, the Company
shall have the right to redeem the Bearer Notes of such Series in whole at any
time pursuant to the applicable provisions of the immediately preceding
paragraph and the redemption price of such Bearer Notes shall not be reduced for
applicable withholding taxes. If the Company elects to pay Additional Amounts
pursuant to this paragraph and the condition specified in the first sentence of
this paragraph should no longer be satisfied, then the Company shall redeem the
Bearer Notes of such Series in whole, pursuant to the applicable provisions of
the immediately preceding paragraph.

         The Company will, subject to certain exceptions and limitations set
forth below, pay such additional amounts (the "Additional Amounts") to the
holder of any Note or of any coupon, if any, who is a United States Alien as may
be necessary in order that every net payment of the principal of, premium and
interest, including original issue discount, on such Note and any other amounts
payable on such Note, after withholding for or on account of any present or
future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided for in
such Note or coupon, if any, to be then due and payable. However, the Company
will not be required to make any payment of Additional Amounts to any such
holder for or on account of:

                  (a)      any such tax, assessment or other governmental charge
         which would not have been so imposed but for (i) the existence of any
         present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such holder,
         if such holder is an estate, a trust, a partnership or a corporation)
         and the United States, including, without limitation, such holder (or
         such fiduciary, settlor, beneficiary, member or shareholder) being or
         having been a citizen or resident thereof or being or having been
         engaged in a trade or business or present therein or having, or having
         had, a permanent establishment therein or (ii) the presentation by the
         holder of any such Note or coupon, if any, for payment on a date more
         than 15 calendar days after the date on which such payment became due
         and payable or on the date on which payment thereof is duly provided
         for, whichever occurs later;

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

--------------------
(4)      Include if Notes are original issue discount Notes.

                                       14



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

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

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

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

                  (g)      any combination of items (a), (b), (c), (d), (e) and
         (f);

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

The Company will not be required to make any payment of Additional Amounts to
any holder for or on the account of :

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

         (b)      any tax, assessment or other governmental charge required to
                  be withheld or deducted where such withholding or deduction is
                  imposed on a payment to an individual and is required to be
                  made pursuant to any European Union Directive on the taxation
                  of savings implementing the conclusions of the ECOFIN Council
                  meeting of January 21, 2003 or any law implementing or
                  complying with, or introduced in order to conform to, such
                  Directive.

         The Fiscal Agency Agreement provides that the Company will not merge or
consolidate with any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its properties to any other corporation,
unless (i) either the Company shall be the continuing corporation or the
successor corporation (if other than the Company) (the "successor corporation")
shall be a corporation organized under the laws of the United States of America
or of a state thereof and such successor corporation shall expressly assume the
due and punctual payments of all amounts due under this Note and the due and
punctual performance of all of the covenants and obligations of the Company
under this Note by supplemental agreement satisfactory to the Fiscal and Paying
Agent executed and delivered to such Fiscal and Paying Agent by the successor
corporation and the Company and (ii) the Company or such successor corporation,
as the case may be, shall not, immediately after such merger or consolidation,
or such sale, conveyance, transfer or other disposition, be in default in the
performance of any such covenant or obligation. Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be

                                       15




substituted for, and may exercise every right and power of and shall be subject
to all the obligations of, the Company under this Note, with the same effect as
if such successor corporation had been named as the Company herein, and the
Company shall be released from its liability under this Note and under the
Fiscal Agency Agreement.

         The Fiscal Agency Agreement permits the Company, when authorized by
resolution of the Board of Directors, and the Fiscal and Paying Agent, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Notes of the Series of which this Note forms a part, to modify or amend
the Fiscal Agency Agreement or such Notes; provided, however, that no such
modification or amendment may, without the consent of the holders of each such
Note affected thereby, (i) change the stated maturity of the principal of any
such Note or extend the time for payment of interest thereon; (ii) change the
amount of the principal of an Original Issue Discount Note of such Series that
would be due and payable upon an acceleration of the maturity thereof; (iii)
reduce the amount of interest payable thereon or the amount payable thereon in
the event of redemption or acceleration; (iv) change the currency of payment of
principal of or any other amounts payable on any such Note; (v) impair the right
to institute suit for the enforcement of any such payment on or with respect to
any such Note; (vi) reduce the above-stated percentage of the principal amount
of Notes of such Series the consent of whose holders is necessary to modify or
amend the Fiscal Agency Agreement or the Notes of such Series or reduce the
percentage of the Notes of such Series required for the taking of action or the
quorum required at any such meeting of holders of Notes of such Series; or (vii)
modify the foregoing requirements to reduce the percentage of outstanding Notes
of such Series necessary to waive any future compliance or past default.

         Purchasers are required to pay for the Notes in the currency specified
in the applicable Pricing Supplement. Payment of principal, premium, if any, and
interest, if any, on each Note will be made in immediately available funds in
the Specified Currency unless otherwise specified in the applicable Pricing
Supplement and except as provided below.

         If specified in the applicable Pricing Supplement, the Company may,
without the consent of holders of Notes denominated in a Specified Currency of a
member state of the European Union, which on or after the issue date of such
Notes participates in European Economic and Monetary Union, on giving at least
30 days' prior notice (the "Redenomination Notice") to the holders of such Notes
and on prior notice to the Paying Agent and, if applicable, Euroclear Bank,
S.A./N.V. as operator of the Euroclear System, Clearstream Banking, societe
anonyme and/or any other relevant clearing system, elect that, with effect from
the date specified in the Redenomination Notice (the "Redenomination Date"),
such Notes shall be redenominated in euro. The election will have effect as
follows: (a) the Notes shall be deemed to be redenominated into euro in the
denomination of euro 0.01 with a nominal amount for each Note equal to the
nominal amount of that Note in the Specified Currency, converted into euro at
the Established Rate (defined below), provided that, if the Company determines
after consultation with the Paying Agent that the then market practice in
respect of the redenomination into euro of internationally offered securities is
different from the provisions specified above, such provisions shall be deemed
to be amended so as to comply with such market practice and the Company shall
promptly notify the holders of Notes, any stock exchange on which the Notes may
be listed and the Paying Agent of such deemed amendments; (b) save to the extent
that an Exchange Notice (defined below) has been given in accordance with
paragraph (d) below, the amount of interest due in respect of the Notes will be
calculated by reference to the aggregate nominal amount of Notes presented (or,
as the case may be, in respect of which coupons are presented) for payment by
the relevant holder and the amount of such payment shall be rounded down to the
nearest euro 0.01; (c) if definitive Notes are required to be issued after the
Redenomination Date, they shall be issued at the expense of the Company in the
denominations of euro 1,000, euro 10,000, euro 100,000 and (but only to the
extent of any remaining amounts less than euro 1,000 or such smaller
denominations as the Paying Agent may approve) euro 0.01 and such other
denominations as the Issuer shall determine and notify to the Noteholders; (d)
if issued prior to the Redenomination Date, all unmatured coupons denominated in
the Specified Currency (whether or not attached to the Notes) will become void
with effect from the date on which the Company gives notice (the "Exchange
Notice") that replacement euro-denominated Notes and coupons are available for
exchange (provided that such securities are so available) and no payments will
be made in respect of them. The payment obligations contained in any Notes so
issued will also become void on that date although such Notes will continue to
constitute valid exchange obligations of the Company. New euro-denominated Notes
and coupons, if any, will be issued in exchange for Notes and coupons, if any,
denominated in the Specified Currency in such manner as the Paying Agent may
specify and as shall be notified to the holders of Notes in the Exchange Notice.
No Exchange Notice may be given less than 15 days prior to any date for payment
of principal or interest on the Notes; (e) after the Redenomination Date, all
payments in respect of the Notes and the coupons, if any, including payments of
interest in respect of periods commencing before the Redenomination

                                       16




Date, will be made solely in euro as though references in the Notes to the
Specified Currency were to euro. Payments will be made in euro by credit or
transfer to a euro account outside the United States (or any other account to
which euro may be credited or transferred) specified by the payee or, at the
option of the payee, by a euro cheque mailed to an address outside the United
States; (f) the applicable Pricing Supplement will specify any relevant changes
to the provisions relating to interest; and (g) such other changes shall be made
as the Company may decide, after consultation with the Paying Agent and the
calculation agent (if applicable), and as may be specified in the Redenomination
Notice, to conform them to conventions then applicable to instruments
denominated in euro. For the purposes hereof, "Established Rate" means the rate
for the conversion of the Specified Currency (including compliance with rules
relating to roundings in accordance with applicable European Union regulations)
into euro established by the Council of the European Union pursuant to Article
1091(4) of the treaty establishing the European Communities, as amended by the
Treaty on European Union, and "sub-unit" means, with respect to any Specified
Currency other than euro, the lowest amount of such Specified Currency that is
available as legal tender in the country of such Specified Currency and, with
respect to euro, means one cent.

         Payments of principal, premium, if any, and interest, if any, on any
Note denominated in a Specified Currency other than U.S. dollars shall be made
in U.S. dollars if, on any payment date, such Specified Currency (a) is
unavailable due to imposition of exchange controls or other circumstances beyond
the Company's control or (b) is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions in that country or within the international banking community. Such
payments shall be made in U.S. dollars on such payment date and on all
subsequent payment dates until such Specified Currency is again available or so
used as determined by the Company.

         Amounts so payable on any such date in such Specified Currency shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rate or as otherwise
indicated in the applicable Pricing Supplement. The Exchange Rate Agent at the
date of the Fiscal Agency Agreement is JPMorgan Chase Bank. Any payment required
to be made on Notes denominated in a Specified Currency other than U.S. dollars
that is instead made in U.S. dollars under the circumstances described above
will not constitute a default of any obligation of the relevant Issuer under
such Notes. The "Market Exchange Rate" with respect to any currency other than
U.S. dollars means, for any day, the noon dollar buying rate in The City of New
York on such day for cable transfers of such currency as published by the
Federal Reserve Bank of New York, or, if such rate is not published for such
day, the equivalent rate as determined by the Exchange Rate Agent.

         The provisions of the two preceding paragraphs shall not apply in the
event of the introduction in the country issuing any Specified Currency of the
euro pursuant to the entry of such country into European Economic and Monetary
Union. In this situation, payments of principal, premium, if any, and interest,
if any, on any Note denominated in any such Specified Currency shall be effected
in euro at such time as is required by, and otherwise in conformity with,
legally applicable measures adopted with reference to such country's entry into
European Economic and Monetary Union. All references herein or in any Pricing
Supplement to "euro" shall be to the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Communities, as amended.

         All determinations made by the Company or its agent shall be at such
person's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Company and all holders of Notes.

         So long as this Note or the Coupons shall be outstanding, the Company
will cause to be maintained an office or agency for the payment of the principal
of and premium, if any, and interest on this Note as herein provided in London,
England, [and in Luxembourg](5) and an office or agency in London for the
transfer and exchange as aforesaid of the Notes. The Company may designate other
agencies for the payment of said principal, premium and interest at such place
or places outside the United States (subject to applicable laws and regulations)
as the Company may decide. So long as there shall be any such agency, the
Company shall keep the Fiscal and Paying Agent advised of the names and
locations of such agencies, if any are so designated.

--------------------
(5)      Include if Note is listed on Luxembourg Stock Exchange.

                                       17




         With respect to moneys paid by the Company and held by the Fiscal and
Paying Agent or any Paying Agent for the payment of the principal of or interest
or premium, if any, on any Note that remain unclaimed at the end of three years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the Fiscal
and Paying Agent or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Company and any person claiming such
moneys shall thereafter look only to the Company for payment thereof and (ii)
such moneys shall be so repaid to the Company. Upon such repayment all liability
of the Fiscal and Paying Agent or such Paying Agent with respect to such moneys
shall thereupon cease, without, however, limiting in any way any obligation that
the Company may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.

         No provision of this Note or of the Fiscal Agency Agreement shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein and in the Fiscal Agency
Agreement prescribed unless otherwise agreed between the Company and the holder
of this Note.

         No recourse shall be had for the payment of the principal of, or
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Fiscal Agency
Agreement or any fiscal agency agreement supplemental thereto, against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.

         This Note and the Coupons shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

         As used herein:

                  (a)      the term "AMORTIZED AMOUNT" is the original issue
         discount amortized from the Original Issue Date of the predecessor
         global Note to the date of redemption or declaration, as the case may
         be, which amortization shall be calculated using the "constant yield
         method" (computed in accordance with the rules under the Internal
         Revenue Code of 1986, as amended, and the regulations thereunder, in
         effect on the date of redemption or declaration, as the case may be);

                  (b)      the term "BUSINESS DAY" means, unless otherwise
         specified in the applicable Pricing Supplement, any day other than a
         Saturday or Sunday or any other day on which banking institutions are
         generally authorized or obligated by law or regulation to close in (i)
         the Principal Financial Center of the country in which the Company is
         incorporated; (ii) the Principal Financial Center of the country of the
         currency in which the Notes are denominated (if the Note is denominated
         in a Specified Currency other than euro); (iii) the place at which
         payment on such Note or coupon is to be made and (iv) London, England;
         provided, however, that with respect to Notes denominated in euro, such
         day is also a TARGET Settlement Day. For purposes of this definition,
         the principal financial center of the United States is New York;

                  (c)      the term "DESIGNATED EURIBOR PAGE" means Capital
         Markets Report Page 248 of Telerate, or any other page as may replace
         such page on such service;

                  (d)      the term "NOTICES" refers to:

                           (1)      notices to holders of the Notes to be given
                  by publication in a daily newspaper in the English language of
                  general circulation in London and, if the Series of which this
                  Note forms a part is listed on the Luxembourg Stock Exchange
                  and such Exchange so requires, in a daily newspaper in
                  Luxembourg or, if publication in either London or Luxembourg
                  is not practical, elsewhere in Western Europe. Such
                  publication is expected to be made in the Financial Times and
                  (if such Series is listed on the Luxembourg Stock Exchange)
                  the Luxemburger Wort. Such notices will

                                       18




                  be deemed to have been given on the date of such publication,
                  or if published in such newspapers on different dates, on the
                  date of the first such publication; and

                           (2)      notices to holders of any Notes that are
                  listed on Euronext Amsterdam to be given by publication in a
                  leading daily newspaper in the English language of general
                  circulation in Amsterdam and London and if such Notes are
                  listed on Euronext Amsterdam and such Exchange so requires,
                  also published in the Official Price List ("Officiele
                  Prijscourant"). If publication in London or Amsterdam, as the
                  case may be, is not practical, such publication shall be made
                  elsewhere in Western Europe. Such publication is expected to
                  be made in the Financial Times in London and the Het
                  Financieele Dagblad in Amsterdam. Such notices will be deemed
                  to have been given on the date of such publication or if
                  published in such newspapers on different dates, on the date
                  of the first such publication;

                  (e)      the term "PRINCIPAL FINANCIAL CENTER" means (i) the
         capital of the country issuing the currency in which the Notes are
         denominated or (ii) the capital city of the country to which the
         Designated LIBOR Currency relates, as applicable, except, in the case
         of (i) or (ii) above, that with respect to the following currencies,
         the "Principal Financial Center" will be as indicated below:

<TABLE>
<CAPTION>
Currency                              Principal Financial Center
------------------------              --------------------------
<S>                                   <C>
United States dollars                 The City of New York
Australian dollars                    Sydney and Melbourne
Canadian dollars                      Toronto
New Zealand dollars                   Auckland and Wellington
South African rand                    Johannesburg
Swiss francs                          Zurich
</TABLE>

                  (f)      the term "REPRESENTATIVE AMOUNT" means a principal
         amount of not less than $1,000,000 (or its foreign currency equivalent)
         that in the calculation agent's judgment is representative for a single
         transaction in the relevant currency in which related Notes are issued
         in such market at such time;

                  (g)      the term "TARGET SETTLEMENT DAY" means any day on
         which the Trans-European Automated Real-Time Gross Settlement Express
         Transfer (TARGET) System is open;

                  (h)      the term "UNITED STATES" means the United States of
         America (including the States and the District of Columbia), its
         territories, its possessions and other areas subject to its
         jurisdiction;

                  (i)      the term "UNITED STATES ALIEN" means a beneficial
         owner of a Note that is not, for United States federal income tax
         purposes, (i) a citizen or resident of the United States, (ii) a
         corporation, partnership (or any other entity treated as a corporation
         or partnership for U.S. federal income tax purposes) 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), (iii) an estate the income of
         which is subject to United States federal income taxation regardless of
         its source or (iv) a trust if a court in the United States is able to
         exercise primary supervision over the administration of the trust and
         one or more United States persons have the authority to control all
         substantial decisions of the trust, or if such trust has a valid
         election in effect under applicable U.S. Treasury regulations to be
         treated as a United States person;. Notwithstanding the preceding
         sentence, to the extent provided in Treasury regulations, certain
         trusts in existence on August 20, 1996, and treated as United States
         persons prior to such date, that elect to continue to be treated as
         United States persons, will also not be a United States Alien; and

                  (j)      all other terms used in this Note which are defined
         in the Fiscal Agency Agreement and not otherwise defined herein shall
         have the meanings assigned to them in the Fiscal Agency Agreement.

                                       19




                            OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at________ (PLEASE PRINT OR TYPEWRITE NAME
AND ADDRESS OF THE UNDERSIGNED).

If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid:________; and specify the denomination or denominations (which shall not
be less than the minimum authorized denomination) of the Notes to be issued to
the holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid):

______________.

Date:

                           NOTICE: The signature on this Option to Elect
                           Repayment must correspond with the name as written
                           upon the face of the within instrument in every
                           particular without alteration or enlargement.

                                       20




                                                           EURO MEDIUM-TERM NOTE
                                                                      NO. ______

                                 FORM OF COUPON

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                      GENERAL ELECTRIC CAPITAL CORPORATION

                              EURO MEDIUM-TERM NOTE

Principal Amount:                                        Coupon Number(6)_______
                                                            [Specified Currency]
                                                         Due _________________

         Unless the Note to which this Coupon appertains shall have been called
for previous redemption and payment thereof duly provided for, on the date set
forth hereon, GENERAL ELECTRIC CAPITAL CORPORATION (the "Company") will pay to
bearer, upon surrender hereof at such agencies in such places outside the United
States as the Company may determine from time to time (the "Paying Agents"),
interest on the principal amount of such Note, calculated in accordance with the
terms of such Note (together with any additional amounts in respect thereof
which the Company may be required to pay according to the terms of such Note),
in such coin or currency as specified above as at the time of payment shall be
legal tender for the payment of public and private debts. Payment on this Coupon
shall be made, at the option of the bearer hereof and subject to any applicable
laws and regulations, by a check mailed to an address outside the United States
furnished by such bearer or by wire transfer to an account maintained by the
payee with a bank located outside the United States.

                      GENERAL ELECTRIC CAPITAL CORPORATION

[SEAL]

Attest: By__________________________     By:_________________________________
             Title                       Title

--------------------
(6)      The Coupon number, the Specified Currency and due date should appear in
         the right-hand section of the face of the Coupon.




                           [FORM OF REVERSE OF COUPON]

                             PRINCIPAL PAYING AGENT:

                               JPMorgan Chase Bank
                       Trinity Tower, 9 Thomas More Street
                             London E1W 1WT, England

                                 PAYING AGENTS:

                        J.P. Morgan Bank Luxembourg S.A.
                                 5, Rue Plaetis
                                L-2338 Luxembourg
                            Grand Duchy of Luxembourg