Exhibit 4.4


 


June 15, 2020


 


Company Order and Officer’s Certificate

4.400% Notes due 2030


 


The Bank of New York Mellon, as Trustee

240 Greenwich Street

New York, New York 10286


 


Ladies and Gentlemen:


 


Officer’s Certificate under Section
301 of the Indenture


 


Pursuant to Article Three of the Indenture,
dated as of May 18, 2020 (as it may be amended or supplemented, the “Indenture”), between GE Capital Funding,
LLC (the “Company”), General Electric Company (the “Guarantor”) and The Bank of New York
Mellon as trustee (the “Trustee”), the Board Resolutions dated as of April 27, 2020 and May 5, 2020, the resolutions
of the board of directors of the Guarantor dated March 14, 1986, November 2, 1998, March 11, 2011 and May 1, 2020, and the resolutions
of the Funding Committee of the Board of Directors of the Guarantor dated May 6, 2020, of which copies certified by the Secretary
or an Assistant Secretary of the Company or by the Secretary or an Attesting Secretary of the Guarantor are being delivered herewith
under Section 301 of the Indenture,


 


A.          The Company
hereby issues an additional $1,500,000,000 aggregate principal amount of its 4.400% Notes due 2030 (the “Additional Notes”).
The Additional Notes are in addition to the $1,400,000,000 aggregate principal amount of the Company’s outstanding 4.400%
Notes due 2030, issued on May 18, 2020 (the “Existing Notes” and, together with the Additional Notes, the “Notes”)
and will be consolidated with, have the same CUSIP and ISIN number as, and form a single series with, the Existing Notes. The Additional
Notes shall be guaranteed by the Guarantor. The Additional Notes with the guarantee endorsed thereon shall be in substantially
the form attached hereto as Annex 1.


 


B.          The terms
and characteristics of the Additional Notes shall be identical to the terms and characteristics of the Existing Notes set forth
in the Officer’s Certificate under Section 301 of the Indenture related to the Existing Notes dated as of May 18, 2020, other
than the issue date and issue price, and as shall be set forth in the form of Additional Note attached hereto as Annex 1.


 


  Company Order under Section 303
of the Indenture


 


A.          You
are hereby requested to authenticate on the date hereof $1,500,000,000 aggregate principal amount of the Additional Notes,
represented by: (i) Certificate No. 144A-1 representing an aggregate principal amount of $500,000,000 of the Additional
Notes, (ii) Certificate No. 144A-2 representing an aggregate principal amount of $500,000,000 of the Additional Notes, (iii)
Certificate No. 144A-3 representing an aggregate principal amount of $493,800,000 of the Additional Notes, and (iv)
Certificate No. Reg. S-1 representing an aggregate principal amount of $6,200,000 of the Additional Notes, heretofore
delivered to you and duly executed by the Company and registered in the 







    	 



    	



    

 name of Cede & Co., as nominee of DTC in accordance with the Blanket Issuer Letter of Representations dated May 5, 2020,
in the manner provided by the Indenture.


 


B.          You are
hereby requested to hold the Additional Notes as custodian for DTC.


 


C.          Concurrently
with this Company Order, an Opinion of Counsel under Sections 102 and 303 of the Indenture is being delivered to you.


 


Officer’s Certificate under
Section 102 of the Indenture


 


The undersigned, Michael Taets, President
of the Company, and Robert Giglietti, Authorized Person of the Guarantor, does each hereby certify that:


 


(1)          I have
read the relevant portions of the Indenture, including without limitation the conditions precedent provided for therein relating
to the action proposed to be taken by the Trustee as requested in this Company Order and Officer’s Certificate, and the definitions
in the Indenture relating thereto;


 


(2)          I have
read the Board Resolutions, the resolutions of the board of directors of the Guarantor and the Unanimous Written Consent of the
Funding Committee of the board of directors of the Guarantor and the Opinion of Counsel referred to above;


 


(3)          I or
individuals under my supervision have conferred with other officers of the Company or the Guarantor, have examined such records
of the Company or the Guarantor and have made such other investigation as I deemed relevant for purposes of this certificate;


 


(4)          in my
opinion, I have made such examination or investigation as is necessary to enable me to express an informed opinion as to whether
or not such conditions have been complied with;


 


(5)          on the
basis of the foregoing, I am of the opinion that all conditions precedent provided for in the Indenture relating to the action
proposed to be taken by the Trustee as requested herein have been complied with; and


 


(6)          the
form and terms of the Additional Notes and the guarantee endorsed thereon have been established in conformity with the provisions
of the Indenture.


 


[Signature Page Follows]


 


C-1-2




    	 



    	



    

Kindly acknowledge receipt of this Company Order and Officer’s
Certificate, including the documents listed herein, and confirm the arrangements set forth herein by signing and returning the
copy of this document attached hereto. By signing below, the Trustee agrees to the terms and conditions set forth hereinabove.


 


Very truly yours,


 


Company Order:


 


GE CAPITAL FUNDING, LLC


 


	By:	/s/  Michael Taets	 


	Name: 	Michael Taets	 
	Title:	President	 


 


Officer’s Certificate:


 


GENERAL ELECTRIC COMPANY


 


	/s/ Robert Giglietti	 
	Name :	Robert Giglietti	 
	Title:	Authorized Signatory	 


 


Attest:


 


	/s/ Fred Robustelli	 
	Name:	Fred Robustelli	 
	Title:	Attesting Secretary	 


 


[Company Order and Officer’s Certificate
– 2030 Notes] 




    	 



    	



    

GE CAPITAL FUNDING, LLC


 


	/s/ Michael Taets	 
	Name:	Michael Taets	 
	Title:	President	 
	 	 	 


[Company Order and Officer’s Certificate
– 2030 Notes]







    	 



    	



    

Acknowledged by Trustee:


 


	By:	/s/ Leslie Morales	 
	 	Authorized Officer	 


 


[Company Order and Officer’s Certificate
– 2030 Notes]







    	 



    	



    

Annex 1


 


Omitted.