Exhibit 4.2


 


March 11, 2014


 


Company Order and Officer’s
Certificate




3.375% Notes due 2024


 


The Bank of New York Mellon, as Trustee


101 Barclay Street





Floor 8W





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 October 9, 2012 (as it may be amended or supplemented, the “Indenture”), between General Electric
Company (the “Company”) and The Bank of New York Mellon as trustee (the “Trustee”), the Board
Resolutions dated as of March 14, 1986, November 2, 1998, March 11, 2011, September 2, 2011, June 8, 2012, September 7, 2012,
February 15, 2013 and February 7, 2014, and the resolutions of the Funding Committee
of the Board of Directors of the Company dated as of September 26, 2012 and March 4, 2014, of which copies certified by the Secretary or an Associate
Secretary of the Company are being delivered herewith under Section 301 of the Indenture,


 


A.The
Company’s 3.375% Notes due 2024 (the “Notes”) are hereby established. The Notes shall be in substantially
the form attached hereto as Annex 1.


 


B.The
terms and characteristics of the Notes shall be as follows (the numbered clauses set forth below corresponding to the numbered
subsections of Section 301 of the Indenture, with terms used and not defined herein having the meanings specified in the Indenture)
and as shall be set forth in the form of Note attached hereto as Annex 1:


 


(1)the
title of the Notes shall be “3.375% Notes due 2024”;


 


(2)the
aggregate principal amount of Notes which may be authenticated and delivered under the Indenture shall be limited to $750,000,000
(except as provided in Section 301(2) of the Indenture); provided, however, that such authorized aggregate principal amount may
from time to time be increased above such amount by a Board Resolution to such effect; and provided further, that additional Notes
may not be issued under the same CUSIP number unless such additional Notes and the original Notes are fungible for U.S. federal
income tax purposes;


 


(3)the
date on which the principal of the Notes shall be payable shall be March 11, 2024;






    	 



    	



    


(4)the
Notes shall bear interest at the rate of 3.375% per annum. Interest shall accrue from the original issue date of the Notes. The
Interest Payment Dates on which such interest will be payable shall be March 11 and September 11 of each year, commencing on September
11, 2014. The Regular Record Date for the determination of Holders to whom interest is payable on any such Interest Payment Date
shall be the March 1 and September 1, as the case may be (in each case, whether or not a Business Day) immediately preceding the
related Interest Payment Date; provided, however, that interest payable on the Stated Maturity or on any Redemption Date shall
be payable to the Person to whom the principal of such Notes shall be paid; interest on the Notes will be computed on the basis
of a 360-day year composed of twelve 30-day months. Interest payable on any Interest Payment Date, Redemption Date or Maturity
Date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which
interest has been paid or duly provided for (or from and including the original issue date of the Notes, if no interest has been
paid or duly provided for with respect to the Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity
Date, as the case may be;


 


(5)(a)
the principal of and any premium or interest on the Notes shall be payable at, (b) the Notes may be presented for registration
of transfer or exchange at, and (c) notices and demands to or upon the Company in respect of the Notes and the Indenture may be
made at the Corporate Trust Office of the Trustee, currently located at 101 Barclay Street;


 


(6)the Notes shall
be redeemable at any time and from time to time, as a whole or in part, at the option of the Company, at a redemption price equal
to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) 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 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing






    	2



    	



    


new issues of corporate debt securities of a comparable
maturity to the remaining term of such Notes.


 


“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.


 


The Company shall give the Trustee notice of the foregoing
redemption price promptly after the calculation thereof and the Trustee shall not be responsible for such calculation;


 


(7)not
applicable;


 


(8)the
Notes shall be issuable in denominations of $2,000 and any integral multiples of $1,000 in excess thereof;


 


(9)
not applicable


 


(10)not
applicable;


 


(11)not
applicable;


 


(12)not
applicable;






    	3



    	



    


(13)not
applicable;


 


(14)not
applicable;


 


(15)not
applicable;


 


(16)(a)
the Notes shall be issued in the form of one or more Global Securities; (b) the Depositary for such Global Security or Securities
shall be The Depository Trust Company (“DTC”); and (c) the procedures with respect to transfer and exchange
of Global Securities shall be as set forth in the Indenture;


 


(17)not
applicable;


 


(18)not
applicable;


 


(19)not
applicable;


 


(20)not
applicable;


 


(21)not
applicable;


 


(22)not
applicable;


 


(23)not
applicable;


 


(24)not
applicable;


 


(25)not
applicable;


 


(26)not
applicable; and


 


(27)any
other information necessary to complete the Notes shall be as set forth in the Notes or herein.


 


Company Order under Section 303 of the Indenture


 


A.You
are hereby requested to authenticate on the date hereof $750,000,000 aggregate principal amount of the 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 October 23, 2003, in the manner provided by the Indenture.


 


B.You
are hereby requested to hold the 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.






    	4



    	



    


Officer’s Certificate under Section
102 of the Indenture


 


The undersigned, Kathryn A. Cassidy,
the Senior Vice President and Treasurer of the Company, does 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 and the Unanimous Written Consent of the Funding Committee of the Board of Directors of the Company
and the Opinion of Counsel referred to above;


 


(3)I
have conferred with other officers of the Company, have examined such records of the Company 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 Notes have been established in conformity with the provisions of the Indenture.






    	5



    	



    


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:


 


GENERAL ELECTRIC COMPANY


 


	By: 	/s/ Kathryn A. Cassidy	 
	Name: Kathryn A. Cassidy
	Title: Senior Vice President and Treasurer


 


Officer’s Certificate:


 


	/s/ Kathryn A. Cassidy	 
	Name: Kathryn A. Cassidy 
	Title: Senior Vice President and Treasurer



 


Acknowledged by Trustee:


 


	By: 	/s/ Laurence J. O’Brien	 
	 	   Authorized Officer




    	 



    	



    


ANNEX 1


 


[Form of Note]