Exhibit
4.1


FORM
OF

FIXED-TO-FLOATING RATE NON-CUMULATIVE

PERPETUAL PREFERRED STOCK, SERIES A


FACE
OF SECURITY


THIS STOCK CERTIFICATE IS A PERMANENT GLOBAL STOCK
CERTIFICATE WITHIN THE MEANING OF THE CERTIFICATE OF DESIGNATIONS AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION)
OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS CERTIFICATE IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY
TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
CERTIFICATE OF DESIGNATIONS AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A
NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR
ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.









	
  

 	
  

 
	
 Certificate Number__________

 	
 Number of Shares of
 Series A Preferred Stock__________    

 
	
  

 
	
  

 	
 CUSIP NO.: __________

 


GENERAL ELECTRIC
CAPITAL CORPORATION


Fixed-to-Floating
Rate Non-Cumulative Perpetual Preferred Stock, Series A

(par value $0.01 per share)

(liquidation preference $100,000 per share)


          General
Electric Capital Corporation, a Delaware corporation (the “Company”), hereby
certifies that              (the “Holder”)
is the registered owner of              fully
paid and non-assessable shares of the Company’s designated Fixed-to-Floating
Rate Non-Cumulative Perpetual Preferred Stock, Series A, with a par value of
$0.01 per share and a liquidation preference of $100,000 per share (the “Series
A Preferred Stock”). The shares of Series A Preferred Stock are transferable
on the books and records of the Registrar, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer. The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Series A Preferred Stock represented
hereby are and shall in all respects be subject to the provisions of the
Certificate of Designations, Powers, Preferences and Rights, dated June 8,
2012 as the same may be amended from time to time (the “Certificate of Designations”).
Capitalized terms used herein but not defined shall have the meaning given them
in the Certificate of Designations. The Company will provide a copy of the
Certificate of Designations to a Holder without charge upon written request to
the Company at its principal place of business.


          Reference
is hereby made to select provisions of the Series A Preferred Stock set forth
on the reverse hereof, and to the Certificate of Designations, which select
provisions and the Certificate of Designations shall for all purposes have the
same effect as if set forth herein.


          Upon
receipt of this certificate, the Holder is bound by the Certificate of
Designations and is entitled to the benefits thereunder.


          Unless
the Registrar has properly countersigned, these shares of Series A Preferred
Stock shall not be entitled to any benefit under the Certificate of
Designations or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, this certificate has been executed
on behalf of the Company by its [Title]
and by its [Title] this ___ day of
_____________, _______.


GENERAL ELECTRIC CAPITAL CORPORATION


	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 
	
 Title:

 
	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 
	
 Title:

 


2





REGISTRAR’S
COUNTERSIGNATURE


          These
are shares of Series A Preferred Stock referred to in the within-mentioned
Certificate of Designations.


Dated:


COMPUTERSHARE SHAREOWNER SERVICES LLC, as Registrar


	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 
	
 Title:

 


3






REVERSE OF CERTIFICATE


          Dividends
on each share of Series A Preferred Stock shall be payable at the rate provided
in the Certificate of Designations.


          The
shares of Series A Preferred Stock shall be redeemable at the option of the
Company in the manner and in accordance with the terms set forth in the
Certificate of Designations.


          The
Company shall furnish without charge to each holder who so requests the powers,
designations, preferences and relative, participating, optional or other
special rights of each class or series of share capital issued by the Company
and the qualifications, limitations or restrictions of such preferences and/or
rights.


ASSIGNMENT


          FOR
VALUE RECEIVED, the undersigned assigns and transfers the shares of Series A
Preferred Stock evidenced hereby to:


	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	
 (Insert
 assignee’s social security or taxpayer identification number, if any)

 
	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	
 (Insert
 address and zip code of assignee)

 and irrevocably appoints:

 
	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	
 as agent to
 transfer the shares of Series A Preferred Stock evidenced hereby on the books
 of the Transfer Agent. The agent may substitute another to act for him or
 her.

 
	
  

 	
  

 
	
 Date:

 	
  

 
	
 Signature:

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	
 (Sign
 exactly as your name appears on the other side of this Certificate)

 
	
  

 	
  

 






	
  

 	
  

 	
  

 
	
 Signature
 Guarantee: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 



(Signature
must be guaranteed by an “eligible guarantor institution” that is a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Transfer Agent, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Transfer
Agent in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)


4