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


 


4.500% Note due 2044


 


	No. [   ]	$[           ]



 


CUSIP No. 369604BH5


 


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 [        ] ($[        ]) on March 11, 2044, and to pay interest thereon from March
11, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March
11 and September 11 in each year, commencing September 11, 2014, at the rate of 4.500% 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 the March 1 or September 1 (whether or not a Business
Day), as the case may be, immediately preceding such Interest Payment Date, provided that interest payable at the Stated 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 signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.



    	 



    	



    







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


 





	Dated:	 	 	 
	 	 	 	 
	 	 	GENERAL ELECTRIC COMPANY	 
	 	 	 	 
	 	 	By: 		 
	 	   	 	 
	Attest:	 	 	 
	 	 	 	 







    	 



    	



    



Form
of 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. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $2,250,000,000;
provided, however, that the authorized aggregate principal amount of the Securities 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.


 


The Securities of this series are subject
to redemption upon not less than 30 days’, but not more than 60 days’, notice by mail, at any time and from time to
time, 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
of interest and principal thereon (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 15 basis points; plus, in either case, accrued and unpaid interest to, but not including, the Redemption
Date.


 


With respect to the foregoing, “Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date. “Comparable Treasury Issue” means the United
States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of
the Securities of this series to be redeemed 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.
“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. “Reference
Treasury Dealer” means each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and RBC Capital Markets, LLC or their respective affiliates, 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 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.


 


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.


 


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 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.



    	 



    	



    







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


  


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