Exhibit
4.5


 


Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
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 DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), 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.


 


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.


 


GENERAL
ELECTRIC COMPANY


 


4.350%
Note due 2050


 


	No. [ ]	$[        ]


 


CUSIP
No. 369604BY8


 


General
Electric Company, a corporation duly organized and existing under the laws of the State of New York (herein called the “Company,”
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of [         ] DOLLARS ($[         ]) on May 1, 2050, and to pay interest thereon from
April 22, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually
on May 1 and November 1 in each year, commencing November 1, 2020, at the rate of 4.350% per annum, until the principal hereof
is paid or made available for payment. The amount of interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. In the event that any date on which interest is payable on this Security is not a Business Day, then
a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally
payable. A “Business Day” shall mean, when used with respect to any Place of Payment, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law
or regulation to close. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is



     


    


    

registered
at the close of business on the Regular Record Date for such interest, which shall be April 15 or October 15 (whether or not a
Business Day), as the case may be, immediately preceding such Interest Payment Date, provided that interest payable at the Maturity
of the principal hereof or on a Redemption Date shall be payable to the Person to whom the principal of this Security is paid.
Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation
system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange
or automated quotation system, all as more fully provided in said Indenture.


 


Payment
of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Paying Agent
maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option
of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account
as may be designated in writing by the Person entitled thereto as specified in the Security Register at least fifteen days prior
to the relevant Interest Payment Date.


 


Reference
is hereby made to the further provisions of this Security 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 Trustee referred to on the reverse hereof by manual, facsimile
or electronic signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.



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IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


Dated:
June 15, 2020


 


	 	GENERAL ELECTRIC COMPANY
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 


Attest:


 


	 	 
	Name:  	 
	Title:	 


 


[Signature Page to 4.350% Note due 2050]



     


    


    
REVERSE
OF SECURITY


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of October 9, 2012 (herein called the “Indenture,”
which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, as Trustee
(herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Indenture. This Security is one of the series designated on the face hereof, limited in aggregate principal amount
to $1,500,000,000; provided, however, that the authorized aggregate principal amount of the Securities of this series may be increased
above such amount by a Board Resolution to such effect; and provided further, that additional Securities of this series may not
be issued under the same CUSIP number unless such additional Securities and the original Securities of this series are fungible
for U.S. federal income tax purposes; and provided further, that additional Securities of this series will rank equally and ratably
with this series in all respects, or in all respects except for the payment of interest accruing prior to the issue date or except
for the first payment of interest following the issue date of those additional Securities.


 


The
Securities will be consolidated with, have the same CUSIP and ISIN number as, and form a single series with the $2,250,000,000
aggregate principal amount of 4.350% Notes due 2050 issued by the Company on April 22, 2020.


 


The
Securities of this series are subject to redemption on at least 10 days’, but not more than 60 days’, notice by mail,
at any time and from time to time prior to the Par Call Date, as a whole or in part, at the election of the Company, at a redemption
price equal to the greater of (1) 100% of the principal amount of the Securities of this series to be redeemed; and (2) the sum
of the present values of the Remaining Scheduled Payments (as defined below) on the Securities of this series to be redeemed (exclusive
of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis,
assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate (as defined below) plus 50 basis points; plus,
in either case, accrued and unpaid interest to, if any, but excluding, the Redemption Date.


 


The
Securities of this series are subject to redemption on at least 10 days’, but not more than 60 days’, notice by mail,
at any time and from time to time after the Par Call Date, as a whole or in part, at the election of the Company at a redemption
price equal to 100% of the principal amount of such Securities to be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the Redemption Date.


 


With
respect to the foregoing, “Comparable Treasury Issue” means the United States Treasury security selected by an Independent
Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities of this series
to be



     


    


    

redeemed
(assuming that such Securities matured on the applicable Par Call Date) that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the
remaining term of such Securities (assuming that such Securities matured on the applicable Par Call Date). “Comparable Treasury
Price” means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. “Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the Company. “Par Call Date” means November
1, 2049. “Reference Treasury Dealer” means each of BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley &
Co. LLC, BNP Paribas Securities Corp., an affiliate of Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., which
are primary U.S. Government securities dealers in The City of New York (a “Primary Treasury Dealer”), and their respective
successors plus three other Primary Treasury Dealers selected by the Company; provided, however, that if any of the foregoing or
their affiliates ceases to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by
the Reference Treasury Dealers at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date. “Remaining
Scheduled Payments” means, with respect to each Security of this series to be redeemed, the remaining scheduled payments
of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption if such
Securities matured on the Par Call Date; provided, however, that, if such Redemption Date is not an Interest Payment Date with
respect to such Securities, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced (solely
for the purposes of this calculation) by the amount of interest accrued thereon to such Redemption Date. “Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated
yield to maturity, computed as of the third Business Day preceding such Redemption Date, of the applicable Comparable Treasury
Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable
Comparable Treasury Price for such Redemption Date.


 


In
the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.


 


The
Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the
Company with certain conditions set forth in the Indenture.


 


The
Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain covenants and Events
of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.



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If
an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities
of this series may be declared due and payable in the manner and with the effect provided in the Indenture.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of all series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of all series to be affected, treated as one class. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, the Trustee shall not have received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed or provided for herein.


 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any
place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall
be made for any such registration of transfer or exchange, but the Company



    6


    


    

and
the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith.


 


Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


The
Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiples
of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


 


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


THE
INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



    7


    


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


 


	Date:  June 15, 2020	The Bank of New York Mellon, 
 As Trustee
	 	 	 
	 	By:	 	         
	 	 	Authorized Signatory


 


[Signature Page to 4.350% Note due 2050]