<PAGE>

                                                                    EXHIBIT 4(V)


                FORM OF PERMANENT GLOBAL FIXED RATE BEARER NOTE

                      GENERAL ELECTRIC CAPITAL CORPORATION


BEARER  BEARER
No. PGFX                                                             [     ]/1/
                                                                     [     ]/2/



[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT
SECURITY]/3/ ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. GENERAL ELECTRIC CAPITAL CORPORATION IS NOT AN AUTHORIZED
INSTITUTION UNDER THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS NOT BEEN
GUARANTEED.]/4/

THIS SECURITY IS A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR THE RIGHTS ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN
REGISTERED NOTES ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED
BELOW).

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE BEARER NOTES
OR IF SO PROVIDED HEREIN REGISTERED NOTES, THIS GLOBAL NOTE 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.








_______________________
/1/  Insert Principal Amount.

/2/  Insert Optional Payment Amount if the Note has a dual-currency feature.

/3/  Please delete as appropriate. Include "commercial paper" if Notes must be
     redeemed before the first anniversary. Include "shorter" if Notes may not
     be redeemed before their first anniversary but must be redeemed before
     their third anniversary. Include "longer" if Notes may not be redeemed
     before their third anniversary.

/4/  This legend to appear on all Notes (whether denominated in Sterling or
     otherwise) in respect of which the issue proceeds are accepted by the
     Issuer in the United Kingdom.
<PAGE>

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                 EURO MEDIUM-TERM NOTE
                                 (Fixed Rate)

                                 SERIES:

<TABLE>
<S>                        <C>                                   <C>                        <C>
COMMON CODE:               INITIAL REDEMPTION DATE:            SPECIFIED (FACE AMOUNT)      DETERMINATION AGENT:
                                                               CURRENCY:

ISIN:                      INITIAL REDEMPTION PERCENTAGE:      OPTIONAL PAYMENT CURRENCY:   APPLICABILITY OF MODIFIED PAYMENT
                                                                                            UPON ACCELERATION OR REDEMPTION:

ORIGINAL ISSUE DATE:       APPLICABILITY OF ANNUAL REDEMPTION  DESIGNATED EXCHANGE RATE:    If yes, state Issue Price and each
                           PERCENTAGE REDUCTION:                                            redemption date and redemption price:

MATURITY DATE:             If yes, state Annual Percentage     OPTION VALUE CALCULATION
                           Reduction:                          AGENT:                       DENOMINATIONS OF DEFINITIVE NOTES
                                                                                            (if not as set forth
INTEREST RATE:                                                 INDEXED CURRENCY:            herein):
                           OPTIONAL REPAYMENT DATE(S):
                                                                                            DAY COUNT FRACTION:
INTEREST PAYMENT PERIOD:                                       CURRENCY BASE RATE:          [   ]  30/360
                           INTEREST ACCRUAL DATE:                                           [   ]  Actual/Actual (ISMA)
                                                                                            [   ]  Other:
INTEREST PAYMENT DATE(S):                                      AVAILABILITY OF
                           OPTION ELECTION DATES:              REGISTERED NOTES:            ADDENDUM
                                                                                            Attached:  Yes
TAX REDEMPTION                                                                                         No
DATE:
</TABLE>


          General Electric Capital Corporation (together with its successors and
assigns, the "Company"), for value received, hereby promises to pay to the
holder hereof upon surrender hereof, the principal sum (or Face Amount, if the
Note has a dual-currency or index feature) specified in Schedule A hereto on the
Maturity Date specified above (except to the extent redeemed or repaid prior to
the Maturity Date) and to pay interest thereon to the bearer at the Interest
Rate per annum specified above from the Original Issue Date specified above
until the principal hereof is paid or duly made available for payment (except as
provided below), in arrears monthly, quarterly, semiannually or annually as
specified above as the Interest Payment Period on each Interest Payment Date (as
specified above), commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Maturity Date (or
any redemption or repayment date); provided, however, that each of Euroclear
                                   --------  -------
Bank, S.A./N.V. as operator of the Euroclear System, and Clearstream (the
"Euroclear Oerpator") Banking, societe anonyme ("Clearstream, Luxembourg"), or
any other recognized or agreed clearing system, shall be deemed a holder of this
Note with respect to the portion hereof held for its respective account; and

provided further, however, that if the Original Issue Date occurs between a date
-------- -------  -------
that is 15 days prior to the next succeeding Interest Payment Date and such
Interest Payment Date, interest payments will commence on the second Interest
Payment Date succeeding the Original Issue Date to the holder of this Note on
such second Interest Payment Date.

          Payment of the principal of this Note and any premium due at the
Maturity Date (or any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Fiscal and Paying Agent or at the office or agency of such other paying agents
outside the United States (this and certain other capitalized terms used herein
are defined on the reverse of this Note) as the Company may determine maintained
for that purpose (a "Paying Agent").

          Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Original Issue Date, until
the principal hereof has been paid or duly made available for payment (except as
provided below).  The interest so

                                       2
<PAGE>

payable, and punctually paid or duly provided for, on any Interest Payment Date,
will be paid to the holder of this Note at the office or agency of the Fiscal
and Paying Agent or at the office of any Paying Agent and the Fiscal and Paying
Agent shall cause Schedule A of this Note to be endorsed to reflect such payment
of interest and the amount of interest so paid will be noted.

          If the Specified Currency is other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank in London, Luxembourg or a city in the country of such
Specified Currency or by wire transfer of immediately available funds if
appropriate wire transfer instructions in writing have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable Interest Payment Date.

          If the Specified Currency indicated on the face hereof is U.S.
dollars, any payment of the principal of and premium, if any, and interest on
this Note will be made, subject to applicable laws and regulations, 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 either by a check drawn on a bank
in The City of New York mailed to an address outside the United States furnished
by the holder or by wire transfer of immediately available funds to an account
maintained by the holder of this Note with a bank located outside the United
States if appropriate wire transfer instructions have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable payment date.  Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this  Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment.

          This Note is issued in the principal amount set forth on the face
hereof, but the total aggregate principal amount of the Series to which this
Note belongs is unlimited.  The Company has the right, without the consent of
the holder of any Note or coupon appertaining thereto, to issue additional Notes
which form part of the Series to which this Note belongs.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                       3
<PAGE>

     Unless the certificate of authentication hereon has been executed by the
Fiscal and Paying Agent by manual signature, this Note shall not be entitled to
any benefit under the Fiscal Agency Agreement, as defined on the reverse hereof,
or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.

DATED:                              GENERAL ELECTRIC CAPITAL
                                       CORPORATION


[SEAL]
                                    By:_____________________________________
                                        Title:

Attest:

By:________________________________
    Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to
in the within-mentioned Fiscal Agency Agreement.


THE CHASE MANHATTAN BANK
     as Fiscal and Paying Agent


By:________________________________
     Authorized Officer

                                       4
<PAGE>

                                 [Form of Reverse of Note]

     This Note is one of a duly authorized issue of Euro Medium-Term Notes of
the Series specified on the face hereof, having maturities of nine months or
more from the date of issue (the "Notes") of the Company.  The Notes are
issuable under a second amended and restated fiscal and paying agency agreement,
dated as of March 31, 1999 among the Company, GE Capital Australia, GE Capital
Australia Funding Pty. Ltd., GE Capital Finance Australia, General Electric
Capital Canada Inc., GE Capital Canada Funding Company, GE Card Services Canada
Inc. (formerly GE Capital Canada Retailer Financial Services Company) and The
Chase Manhattan Bank as fiscal agent and as principal paying agent (in such
capacities, the "Fiscal and Paying Agent") (as amended and supplemented from
time to time, the "Fiscal Agency Agreement") to which Fiscal Agency Agreement
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Company and holders of the Notes and the
terms upon which the Notes are, and are to be, authenticated and delivered.  The
Chase Manhattan Bank at its office in London has been appointed the Exchange
Rate Agent (the "Exchange Rate Agent", which term includes any successor
exchange rate agent) with respect to the Notes.  The terms of individual Notes
may vary with respect to interest rates, interest rate formulas, issue dates,
maturity dates, or otherwise, all as provided in the Fiscal Agency Agreement.
To the extent not inconsistent herewith, the terms of the Fiscal Agency
Agreement are hereby incorporated by reference herein.

     This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.

     Unless otherwise indicated on the face of this Note, this Note shall not be
subject to repayment at the option of the holder prior to the Maturity Date.  If
so indicated on the face of this Note, this Note may be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein.  On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment.  For this Note to be repaid in whole or in part at the
option of the holder hereof, the Company must receive at the corporate trust
office of the Fiscal and Paying Agent in the City of London, at least 30 days
but not more than 60 days prior to the repayment, (i) this Note with the form
entitled "Option to Elect Repayment" on the reverse hereof duly completed or
(ii) a telegram, facsimile transmission or a letter from a commercial bank or
trust company in Western Europe which must set forth the principal amount of
this Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid, together with the duly completed form entitled "Option
to Elect Repayment" on the reverse hereof, will be received by the Fiscal and
Paying Agent not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; provided, however, that such
                                            --------  -------
telegram, facsimile transmission or letter from a commercial bank or trust
company in Western Europe shall only be effective if in such case, this Note and
form duly completed are received by the Fiscal and Paying Agent by such fifth
Business Day.  Exercise of such repayment option by the holder hereof shall be
irrevocable.  In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name of
the holder hereof upon cancellation hereof, but only in an authorized
denomination.

     Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or earlier redemption
or repayment date), as the case may be.  Interest payments for this Note, unless
otherwise specified on the face hereof, will be computed and paid on the
following bases:

 .    If this Note is denominated in a Specified Currency other than euro,
     interest will be computed and paid on the basis of the number of days in
     the Calculation Period divided by 360 (the number of days to be calculated
     on the basis of a 360-day year of twelve 30-day months) ("30/360).

 .    If this Note is denominated in euro, interest will be computed and paid on
     the following basis :

                                       5
<PAGE>

(a)  if the relevant Calculation Period is equal to or shorter than the
     Determination Period (as defined below) during which the Calculation Period
     ends, the number of days in such Calculation Period divided by the product
     of (1) the number of days in such Determination Period and (2) the number
     of Determination Periods that would occur in one calendar year, assuming
     interest was to be payable in respect of the whole year; or

(b)  if the relevant Calculation Period is longer than the Determination Period
     during which the Calculation Period ends the sum of:

     (1)  the number of days in such Calculation Period falling in the
          Determination Period in which the Calculation Period begins divided by
          the product of (x) the number of days in such Determination Period and
          (y) the number of Determination Period that would occur in one
          calendar year, assuming interest was to be payable in respect of the
          whole year; and

     (2)  the number of days in such Calculation Period falling in the next
          Determination Period divided by the product of (x) the number of days
          in such Determination Period and (y) the number of Determination
          Periods that would occur in one calendar year, assuming interest was
          payable in respect of the whole of that year,

     where "Determination Period" means the period from (and including) an
     Interest Payment Date in any year to (but excluding) the next Interest
     Payment Date.

     In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest shall
accrue for the period from and after the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) to such next succeeding Business Day.

     This Note is unsecured and ranks pari passu with all other
                                      ---- -----
unsecured and unsubordinated indebtedness of the Company.

     This Note is issuable in bearer form (the "Bearer Notes"), without interest
coupons attached, and is exchangeable upon 30 days' written notice to the Fiscal
and Paying Agent, in whole or from time to time in part, for (i) Bearer Notes,
with interest coupons attached, in the denominations of 1,000 units, 10,000
units or 100,000 units of the Specified Currency indicated on the face hereof
(unless otherwise specified on the face hereof) or (ii) (if so specified on the
face hereof) Notes in fully registered form, without coupons ("Registered
Notes"), in denominations of 10,000 units of the Specified Currency indicated on
the face hereof or any integral multiple of 1,000 units of such Specified
Currency in excess thereof (unless otherwise specified on the face hereof) at
the office of the Fiscal and Paying Agent, upon the request of the Euroclear
Operator or Clearstream, Luxembourg, acting on behalf of the owners of
beneficial interests in the Note, and upon Certification to the effect set forth
in Exhibits B-1 and B-2 attached hereto and upon compliance with the other
procedures set forth in the Fiscal Agency Agreement; provided, however, that no
                                                     --------  -------
such exchange may occur during a period beginning at the opening of business 15
days before the day of the first publication of a notice of redemption and
ending on the relevant redemption date.  All expenses incurred as a result of
any such exchange shall be paid by the Company.  Notwithstanding anything to the
contrary contained in this paragraph, the Fiscal and Paying Agent shall not be
required to exchange the entire aggregate principal amount of a permanent global
Bearer Note for definitive Bearer Notes in the event beneficial owners of less
than the entire aggregate principal amount of the permanent global Bearer Note
have requested definitive Bearer Notes, provided the operating rules and
regulations of the clearance system then in effect would permit less than the
entire aggregate principal amount of the permanent global Bearer Note to be so
exchanged.  Upon exchange of any portion of this Note for a definitive Bearer
Note or definitive Bearer Notes, or a definitive Registered Note or definitive
Registered Notes, the Fiscal and Paying Agent shall cause Schedule A of this
Note to be endorsed to reflect the reduction of its principal amount by an
amount equal to the aggregate principal amount of such definitive

                                       6
<PAGE>

Bearer Note or Bearer Notes, or such definitive Registered Note or Registered
Notes, whereupon the principal amount hereof shall be reduced for all purposes
by the amount so exchanged and noted. The date of surrender of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

          This Note may be transferred by delivery; provided, however, that this
                                                    --------  -------
Note may be transferred only to a common depositary outside the United States
for the Euroclear Operator or Clearstream, Luxembourg, or to a nominee of such a
depositary.

          In case any Note shall at any time become mutilated, destroyed, lost
or stolen, or is apparently destroyed, lost or stolen, and such Note or evidence
of the loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as may be required in
the premises) shall be delivered to the Fiscal and Paying Agent, a new Note of
like tenor will be issued by the Company in exchange for the Note so mutilated
or defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the
case of any destroyed or lost or stolen Note only upon receipt of evidence
satisfactory to the Fiscal and Paying Agent and the Company that such Note was
destroyed or lost or stolen and, if required, upon receipt also of an indemnity
satisfactory to each of them.  All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.

          The Fiscal Agency Agreement provides that if an Event of Default (as
defined in the Fiscal Agency Agreement) with respect to the Series of which this
Note forms a part, shall have occurred and be continuing, the holder hereof, by
notice in writing to the Company and to the Fiscal and Paying Agent, may declare
the principal of this Note and the interest accrued hereon to be due and payable
immediately.

          If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of noteholders taken pursuant to the
Fiscal Agency Agreement prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of noteholders taken pursuant to the Fiscal Agency Agreement following
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (i) above.

          Notes of the Series of which this Note forms a part may be redeemed,
at the option of the Company, as a whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount thereof (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption", such
redemption price would be limited to the sum of the Issue Price plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption,
if the Company determines that, as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Tax Redemption Date specified on the face
hereof, the Company has or will become obligated to pay Additional Amounts (as
defined below) with respect to the Notes as described below.  Prior to the
giving of any notice of redemption pursuant to this paragraph, the Company shall
deliver to the Fiscal and Paying Agent (i) a certificate stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Company to so
redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal
and Paying Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts if a payment in respect of the Notes were then due.

                                       7
<PAGE>

          Notice of redemption will be given not less than 30 nor more than 60
days prior to the date fixed for redemption, which date and the applicable
redemption price will be specified in the notice.  Such notice will be given in
accordance with "Notices" as defined below.

          If the Company shall determine that any payment made outside the
United States by the Company or any Paying Agent of principal or interest[,
including original issue discount,] due in respect of any Bearer Notes of the
Series  of which this Note forms a part would, under any present or future laws
or regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Note or interest coupon who is a United States
Alien (other than such a requirement (a) which would not be applicable to a
payment made by the Company or any one of its Paying Agents (i) directly to the
beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien, provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Company may redeem the Bearer
Notes, in whole, at a redemption price equal to 100% of the principal amount
thereof (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption", such redemption price would be limited to the sum
of the Issue Price plus the Amortized Amount), together with accrued interest to
the date fixed for redemption (or, in the case of original issue discount Notes,
at 100% of the portion of the face amount thereof that has accrued to the date
of redemption) or, at the election of the Company if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in such
paragraph.  The Company shall make such determination and election as soon as
practicable and publish prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Company will redeem the Bearer
Notes of such Series, or whether the Company has elected to pay the Additional
Amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Bearer Notes must take place, as provided in
the next succeeding sentence.  If the Company redeems the Bearer Notes, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall elect by notice to
the Fiscal and Paying Agent at least 60 days prior to the date fixed for
redemption.  Notice of such redemption of the Bearer Notes will be given to the
holders of the Bearer Notes not more than 60 nor less than 30 days prior to the
date fixed for redemption.  Such redemption notice shall include a statement as
to the last date by which the Bearer Notes to be redeemed may be exchanged for
Registered Notes.  Notwithstanding the foregoing, the Company shall not so
redeem the Bearer Notes if the Company shall subsequently determine, not less
than 30 days prior to the date fixed for redemption, that subsequent payments
would not be subject to any such requirement, in which case the Company shall
publish prompt notice of such determination and any earlier redemption notice
shall be revoked and of no further effect.  The right of any of the holders of
Bearer Notes called for redemption pursuant to this paragraph to exchange such
Bearer Notes for Registered Notes will terminate at the close of business of the
Fiscal and Paying Agent on the fifteenth day prior to the date fixed for
redemption, and no further exchanges of such Series of Bearer Notes for
Registered Notes shall be permitted.

          If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph would
be fully satisfied by payment of a backup withholding tax or similar charge, the
Company may elect to pay as Additional Amounts such amounts as may be necessary
so that every net payment made outside the United States following the effective
date of such requirements by the Company or any Paying Agent of principal or
interest[, including original issue discount,]/6/ due in respect of any Bearer
Note or any interest coupon of which the beneficial owner is a United States
Alien (but without any requirement that the nationality, residence or identity
of such beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority, with respect to the payment of such additional amounts),
after deduction or withholding for or on account of such backup withholding tax
or similar charge (other than a backup withholding tax or similar charge which
(i)



_______________________
/5/  Include if Notes are original issue discount Notes.

/6/  Include if Notes are original issue discount Notes.

                                       8
<PAGE>

would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the presentation of such Bearer Note or interest
coupon for payment more than 15 calendar days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for in
such Bearer Note or interest coupon to be then due and payable. In the event the
Company elects to pay any Additional Amounts pursuant to this paragraph, the
Company shall have the right to redeem the Bearer Notes of such Series in whole
at any time pursuant to the applicable provisions of the immediately preceding
paragraph and the redemption price of such Bearer Notes shall not be reduced for
applicable withholding taxes. If the Company elects to pay Additional Amounts
pursuant to this paragraph and the condition specified in the first sentence of
this paragraph should no longer be satisfied, then the Company shall redeem the
Bearer Notes of such Series in whole, pursuant to the applicable provisions of
the immediately preceding paragraph.

     The Company will, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the holder of
any Note or of any coupon, if any, who is a United States Alien as may be
necessary in order that every net payment of the principal of, premium and
interest, including original issue discount, on such Note and any other amounts
payable on such Note, after withholding for or on account of any present or
future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided for in
such Note or coupon, if any, to be then due and payable. However, the Company
will not be required to make any payment of Additional Amounts to any such
holder for or on account of:

               (a) any such tax, assessment or other governmental charge which
     would not have been so imposed but for (i) the existence of any present or
     former connection between such holder (or between a fiduciary, settlor,
     beneficiary, member or shareholder of such holder, if such holder is an
     estate, a trust, a partnership or a corporation) and the United States,
     including, without limitation, such holder (or such fiduciary, settlor,
     beneficiary, member or shareholder) being or having been a citizen or
     resident thereof or being or having been engaged in a trade or business or
     present therein or having, or having had, a permanent establishment therein
     or (ii) the presentation by the holder of any such Note or coupon, if any,
     for payment on a date more than 15 calendar days after the date on which
     such payment became due and payable or on the date on which payment thereof
     is duly provided for, whichever occurs later;

               (b) any estate, inheritance, gift, sales, transfer or personal
     property tax or any similar tax, assessment or governmental charge;

               (c) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as a personal holding
     company or foreign personal holding company or controlled foreign
     corporation or passive foreign investment company with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax or as a private foundation or other tax-
     exempt organization;

               (d) any tax, assessment or other governmental charge which is
     payable otherwise than by withholding from payments on or in respect of any
     Note;

               (e) any tax, assessment or other governmental charge which would
     not have been imposed but for the failure to comply with certification,
     information or other reporting requirements concerning the nationality,
     residence or identity of the holder or beneficial owner of such Note, if
     such compliance is required by statute or by regulation of the United
     States or of any political subdivision or taxing authority thereof or
     therein as a precondition to relief or exemption from such tax, assessment
     or other governmental charge;

               (f) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as the actual or
     constructive owner of 10% or more of the total combined voting power of all
     classes of stock entitled to vote of the Company or as a direct or indirect
     subsidiary of the Company; or

                                       9
<PAGE>

               (g) any combination of two or more items (a), (b), (c), (d), (e)
     and (f);

nor shall Additional Amounts be paid with respect to any payment on a Note to a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of the United States (or any political subdivision thereof) to be
included in the income, for tax purposes, of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such Note.

     The Company will not be required to make any payment of Additional Amounts
to any holder for or on the account of :

     (a)  any tax, assessment or other governmental charged required to be
          withheld by any Paying Agent from any payment of principal of, or
          interest on, any Note, if such payment can be made without such
          withholding by any other Paying Agent in a member state of the
          European Union; or

     (b)  any tax, assessment or other governmental charge required to be
          withheld or deducted where such withholding or deduction is imposed on
          a payment to an individual and is required to be made pursuant to any
          European Union Directive on the taxation of savings implementing the
          conclusions of the ECOFIN Council meeting of November 26-27, 2000 or
          any law implementing or complying with, or introduced in order to
          conform to, such Directive.


     The Fiscal Agency Agreement provides that the Company will not merge or
consolidate with any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its properties to any other corporation,
unless (i) either the Company shall be the continuing corporation or the
successor corporation (if other than the Company) (the "successor corporation")
shall be a corporation organized under the laws of the United States of America
or of a state thereof and such successor corporation shall expressly assume the
due and punctual payments of all amounts due under this Note and the due and
punctual performance of all of the covenants and obligations of the Company
under this Note by supplemental agreement satisfactory to the Fiscal and Paying
Agent executed and delivered to such Fiscal and Paying Agent by the successor
corporation and the Company and (ii) the Company or such successor corporation,
as the case may be, shall not, immediately after such merger or consolidation,
or such sale, conveyance, transfer or other disposition, be in default in the
performance of any such covenant or obligation. Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be substituted for, and may exercise every
right and power of and shall be subject to all the obligations of, the Company
under this Note, with the same effect as if such successor corporation had been
named as the Company herein, and the Company shall be released from its
liability under this Note and under the Fiscal Agency Agreement.

     The Fiscal Agency Agreement permits the Company, when authorized by
resolution of the Board of Directors, and the Fiscal and Paying Agent, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Notes of the Series of which this Note forms a part, to modify or amend
the Fiscal Agency Agreement or such Notes; provided, however, that no such
                                           --------  -------
modification or amendment may, without the consent of the holders of each such
Note affected thereby, (i) change the stated maturity of the principal of any
such Note or extend the time for payment of interest thereon; (ii) change the
amount of the principal of an Original Issue Discount Note of such Series that
would be due and payable upon an acceleration of the maturity thereof; (iii)
reduce the amount of interest payable thereon or the amount payable thereon in
the event of redemption or acceleration; (iv) change the currency of payment of
principal of or any other amounts payable on any such Note; (v) impair the right
to institute suit for the enforcement of any such payment on or with respect to
any such Note; (vi) reduce the above-stated percentage of the principal amount
of Notes of such Series the consent of whose holders is necessary to modify or
amend the Fiscal Agency Agreement or the Notes of such Series or reduce the
percentage of the Notes of such Series required for the taking of action or the
quorum required at any such meeting of holders of Notes of such

                                       10
<PAGE>

Series; or (vii) modify the foregoing requirements to reduce the percentage of
outstanding Notes of such Series necessary to waive any future compliance or
past default.

       Purchasers are required to pay for the Notes in the currency specified in
the applicable Pricing Supplement.  Payment of principal, premium, if any, and
interest, if any, on each Note will be made in immediately available funds in
the Specified Currency unless otherwise specified in the applicable Pricing
Supplement and except as provided below.

       If specified in the applicable Pricing Supplement, the Company may,
without the consent of holders of Notes denominated in a Specified Currency of a
member state of the European Union, which on or after the issue date of such
Notes participates in European Economic and Monetary Union, on giving at least
30 days' prior notice (the "Redenomination Notice") to the holders of such Notes
and on prior notice to the Paying Agent, the Euroclear Operator, Clearstream,
Luxembourg and/or any other relevant clearing system, elect that, with effect
from the date specified in the Redenomination Notice (the "Redenomination
Date"), such Notes shall be redenominated in euro.  The election will have
effect as follows:  (a) the Notes shall be deemed to be redenominated into euro
in the denomination of euro 0.01 with a nominal amount for each Note equal to
the nominal amount of that Note in the Specified Currency, converted into euro
at the Established Rate (defined below), provided that, if the Company
determines after consultation with the Paying Agent that the then market
practice in respect of the redenomination into euro of internationally offered
securities is different from the provisions specified above, such provisions
shall be deemed to be amended so as to comply with such market practice and the
Company shall promptly notify the holders of Notes, any stock exchange on which
the Notes may be listed and the Paying Agent of such deemed amendments; (b) save
to the extent that an Exchange Notice (defined below) has been given in
accordance with paragraph (d) below, the amount of interest due in respect of
the Notes will be calculated by reference to the aggregate nominal amount of
Notes presented (or, as the case may be, in respect of which coupons are
presented) for payment by the relevant holder and the amount of such payment
shall be rounded down to the nearest euro 0.01; (c) if definitive Notes are
required to be issued after the Redenomination Date, they shall be issued at the
expense of the Company in the denominations of euro 1,000, euro 10,000, euro
100,000 and (but only to the extent of any remaining amounts less than euro
1,000 or such smaller denominations as the Paying Agent may approve) euro 0.01
and such other denominations as the Company shall determine and notify to the
Noteholders; (d) if issued prior to the Redenomination Date, all unmatured
coupons denominated in the Specified Currency (whether or not attached to the
Notes) will become void with effect from the date on which the Company gives
notice (the "Exchange Notice") that replacement euro-denominated Notes and
coupons are available for exchange (provided that such securities are so
available) and no payments will be made in respect of them.  The payment
obligations contained in any Notes so issued will also become void on that date
although such Notes will continue to constitute valid exchange obligations of
the Company.  New euro-denominated Notes and coupons, if any, will be issued in
exchange for Notes and coupons, if any, denominated in the Specified Currency in
such manner as the Paying Agent may specify and as shall be notified to the
holders of Notes in the Exchange Notice.  No Exchange Notice may be given less
than 15 days prior to any date for payment of principal or interest on the
Notes; (e) after the Redenomination Date, all payments in respect of the Notes
and the coupons, if any, including payments of interest in respect of periods
commencing before the Redenomination Date, will be made solely in euro as though
references in the Notes to the Specified Currency were to euro.  Payments will
be made in euro by credit or transfer to a euro account outside the United
States (or any other account to which euro may be credited or transferred)
specified by the payee or, at the option of the payee, by a euro cheque mailed
to an address outside the United States; (f) if interest for any period ending
on or after the Redenomination Date is required to be calculated for a period
ending other than on an Interest Payment Date, it will be calculated by applying
the Interest Rate to each Specified Denomination, multiplying such sum by the
applicable Day Count Fraction specified in the applicable Pricing Supplement,
and rounding the resultant figure to the nearest sub-unit of the relevant
Specified Currency, half of any such sub-unit being rounded upwards or otherwise
in accordance with applicable market convention; and (g) such other changes
shall be made as the Company may decide, after consultation with the Paying
Agent and the calculation agent (if applicable), and as may be specified in the
Redenomination Notice, to conform them to conventions then applicable to
instruments denominated in euro.  For the purposes hereof, "Established Rate"
means the rate for the conversion of the Specified Currency (including
compliance with rules relating to roundings in accordance with applicable
European Union regulations) into euro established by the Council of the

                                       11
<PAGE>

European Union pursuant to Article 1091(4) of the treaty establishing the
European Communities, as amended by the Treaty on European Union, and "sub-unit"
means, with respect to any Specified Currency other than euro, the lowest amount
of such Specified Currency that is available as legal tender in the country of
such Specified Currency and, with respect to euro, means one cent.

     Payments of principal, premium, if any, and interest, if any, on any Note
denominated in a Specified Currency other than U.S. dollars shall be made in
U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable
due to imposition of exchange controls or other circumstances beyond the
Company's control or (b) is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions in that country or within the international banking community. Such
payments shall be made in U.S. dollars on such payment date and on all
subsequent payment dates until such Specified Currency is again available or so
used as determined by the Company.

     Amounts so payable on any such date in such Specified Currency shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rate or as otherwise
indicated in the applicable Pricing Supplement. The Exchange Rate Agent at the
date of the Fiscal Agency Agreement is The Chase Manhattan Bank. Any payment
required to be made on Notes denominated in a Specified Currency other than U.S.
dollars that is instead made in U.S. dollars under the circumstances described
above will not constitute a default of any obligation of the relevant Issuer
under such Notes. The "Market Exchange Rate" with respect to any currency other
than U.S. dollars means, for any day, the noon dollar buying rate in The City of
New York on such day for cable transfers of such currency as published by the
Federal Reserve Bank of New York, or, if such rate is not published for such
day, the equivalent rate as determined by the Exchange Rate Agent.

     The provisions of the two preceding paragraphs shall not apply in the event
of the introduction in the country issuing any Specified Currency of the euro
pursuant to the entry of such country into European Economic and Monetary Union.
In this situation, payments of principal, premium, if any, and interest, if any,
on any Note denominated in any such Specified Currency shall be effected in euro
at such time as is required by, and otherwise in conformity with, legally
applicable measures adopted with reference to such country's entry into the
European Economic and Monetary Union. All references herein or in any Pricing
Supplement to "euro" shall be to the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Communities, as amended.

     All determinations made by the Company or its agent shall be at such
person's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Company and all holders of Notes.

     So long as this Note or the Coupons shall be outstanding, the Company will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in London,
England, [and in Luxembourg]/7/ and an office or agency in London for the
transfer and exchange as aforesaid of the Notes. The Company may designate other
agencies for the payment of said principal, premium and interest at such place
or places outside the United States (subject to applicable laws and regulations)
as the Company may decide. So long as there shall be any such agency, the
Company shall keep the Fiscal and Paying Agent advised of the names and
locations of such agencies, if any are so designated.

     With respect to moneys paid by the Company and held by the Fiscal and
Paying Agent or any Paying Agent for the payment of the principal of or interest
or premium, if any, on any Note that remain unclaimed at the end of three years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the Fiscal
and Paying Agent or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Company and any person claiming such
moneys shall thereafter look only to the Company for payment thereof and (ii)
such moneys shall be so repaid to the Company. Upon such repayment all liability
of the Fiscal and Paying Agent or such Paying Agent with respect to such moneys




________________________
/7/  Include if Note is listed on Luxembourg Stock Exchange.

                                       12
<PAGE>

shall thereupon cease, without, however, limiting in any way any obligation that
the Company may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.

     No provision of this Note or of the Fiscal Agency Agreement shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein and in the Fiscal Agency
Agreement prescribed unless otherwise agreed between the Company and the holder
of this Note.

     No recourse shall be had for the payment of the principal of, or premium,
if any, or the interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Fiscal Agency Agreement or
any fiscal agency agreement supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.

     This Note and the Coupons shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

     As used herein:

       (a) the term "Amortized Amount" is the original issue discount amortized
     from the Original Issue Date of the predecessor global Note to the date of
     redemption or declaration, as the case may be, which amortization shall be
     calculated using the "constant yield method" (computed in accordance with
     the rules under the Internal Revenue Code of 1986, as amended, and the
     regulations thereunder, in effect on the date of redemption or declaration,
     as the case may be);

       (b) the term "Business Day" means, unless otherwise specified in the
     applicable Pricing Supplement, any day other than a Saturday or Sunday or
     any other day on which banking institutions are generally authorized or
     obligated by law or regulation to close in (i) the Principal Financial
     Center of the country in which the Company is incorporated; (ii) the
     Principal Financial Center of the country of the currency in which the
     Notes are denominated (if the Note is denominated in a Specified Currency
     other than euro); (iii) the place at which payment on such Note or coupon
     is to be made; and (iv) London, England; provided, however, that with
     respect to Notes denominated in euro, such day is also a TARGET Settlement
     Day;

          (c)  the term "Notices" refers to:

               (1) notices to holders of the Notes to be given by publication in
          a daily newspaper in the English language of general circulation in
          London and, if the Series of which this Note forms a part is listed on
          the Luxembourg Stock Exchange and such Exchange so requires, in a
          daily newspaper in Luxembourg or, if publication in either London or
          Luxembourg is not practical, elsewhere in Western Europe. Such
          publication is expected to be made in the Financial Times and (if such
                                                    ---------------
          Series is listed on the Luxembourg Stock Exchange) the Luxemburger
                                                                 -----------
          Wort.  Such notices will be deemed to have been given on the date of
          ----
          such publication, or if published in such newspapers on different
          dates, on the date of the first such publication;

               (2) notices to holders of any Notes that are listed on Euronext
          Amsterdam to be given by publication in a leading daily newspaper in
          the English language of general circulation in Amsterdam and London
          and if such Notes are listed on Euronext Amsterdam and such Exchange
          so requires, also published in the Official Price List ("Officiele
          Prijscourant"). If publication in London or Amsterdam, as the case may
          be, is not practical, such publication shall be made elsewhere in
          Western Europe. Such publication is expected to be made in the
          Financial Times in London and the Het Financieele Dagblad in
          ---------------                   -----------------------
          Amsterdam. Such notices will be deemed to have

                                       13
<PAGE>

          been given on the date of such publication or if published in such
          newspapers on different dates, on the date of the first such
          publication;

          (d) the term "Principal Financial Center" means (i) the capital of the
     country issuing the currency in which the Notes are denominated or (ii) the
     capital city of the country to which the Designated LIBOR Currency relates,
     as applicable, except, in the case of (i) or (ii) above, that with respect
     to the following currencies, the "Principal Financial Center" will be as
     indicated below:

          Currency                      Principal Financial Center
          --------                      --------------------------

          United States dollars         The City of New York

          Australian dollars            Sydney and Melbourne

          Canadian dollars              Toronto

          New Zealand dollars           Auckland and Wellington

          South African rand            Johannesburg

          Swiss francs                  Zurich


          (e) the term "TARGET Settlement Day" means any day on which the Trans-
     European Automated Real-Time Gross Settlement Express Transfer (TARGET)
     System is open;

          (f) the term "United States" means the United States of America
     (including the States and the District of Colombia), its territories, its
     possessions and other areas subject to its jurisdiction;

          (g) the term "United States Alien" means a beneficial owner of a Note
     that is not, for United States federal income tax purposes, (i) a citizen
     or resident of the United States, (ii) a corporation, partnership (or any
     other entity treated as a corporation or partnership for U.S. federal
     income tax purposes)  created or organized in or under the laws of the
     United States, any state thereof or the District of Columbia (unless, in
     the case of a partnership, Treasury regulations provide otherwise), (iii)
     an estate the income of which is subject to United States federal income
     taxation regardless of its source or (iv) a trust if a court in the United
     States is able to exercise primary supervision over the administration of
     the trust and one or more United States persons have the authority to
     control all substantial decisions of the trust, or if such trust has a
     valid election in effect under applicable U.S. Treasury regulations to be
     treated as a United States person;.  Notwithstanding the preceding
     sentence, to the extent provided in Treasury regulations, certain trusts in
     existence on August 20, 1996, and treated as United States persons prior to
     such date, that elect to continue to be treated as United States persons,
     will also not be a United States Alien; and

          (h) the term "Certification" means a certificate substantially in the
     form of Exhibit B-2 hereto delivered by the Euroclear Operator, Clearstream
     Luxembourg or other clearance system specified on the face hereof, as the
     case may be, which certificate is based on a certificate substantially in
     the form of Exhibit B-1 hereto provided to it by its account holders; and

          (i) all other terms used in this Note which are defined in the Fiscal
     Agency Agreement and not otherwise defined herein shall have the meanings
     assigned to them in the Fiscal Agency Agreement.

                                       14
<PAGE>

                                 OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at ______________________ (Please print or
typewrite name and address of the undersigned).

If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid: ____________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the Notes
to be issued to the holder for the portion of the within Note not being repaid
(in the absence of any such specification, one such Note will be issued for the
portion not being repaid):




___________________________.


Date: __________________________



                              NOTICE:  The signature on this Option to Elect
                              Repayment must correspond with the name as written
                              upon the face of the within instrument in every
                              particular without alteration or enlargement.

                                       15
<PAGE>

                                                            SCHEDULE A
                                                            ----------




                EXCHANGE FOR DEFINITIVE BEARER NOTES, DEFINITIVE
                 REGISTERED NOTES AND FROM TEMPORARY GLOBAL NOTE



          The Initial Principal Amount of this Note is ________.  The following
payments of interest and exchanges of a part of this Permanent Global Fixed Rate
Bearer Note for definitive Bearer Notes and Registered Notes, and from Temporary
Global Notes have been made:


<TABLE>
<CAPTION>
==========================================================================================================
                                               Principal     Principal      Remaining
                                Principal     (Face)/9/      (Face)/9/       Principal
                                 (Face)/8/      Amount         Amount       (Face)/9/       Notation
                                 Amount       Exchanged      Exchanged        Amount       Made by or
Date of                         Exchanged         For           For        Outstanding    on behalf of
Exchange or                       From        Definitive     Definitive      Following     Fiscal and
Interest        Payment of      Temporary       Bearer       Registered        Such          Paying
Payment          Interest     Global Notes       Notes          Notes        Exchange         Agent
<S>            <C>            <C>            <C>            <C>            <C>            <C>
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

==========================================================================================================
</TABLE>


_____________________
/8/  To be used if Note has dual-currency or index feature.
<PAGE>

                 [FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
           HOLDER OF THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG
                           OR OTHER CLEARANCE SYSTEM]



                                                            EXHIBIT B-1
                                                            -----------


                                   CERTIFICATE
                          ____________________________

                      General Electric Capital Corporation
                             Euro Medium-Term Notes

                  Represented by Permanent Global Note No. __.


  This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Notes held by you for our account (i) are owned by person(s)
requesting definitive [Registered/Bearer] Notes in exchange for their interests
in the above-referenced permanent global Note and (ii) such persons desire to
exchange _____ principal amount of the above-captioned Notes for definitive
[Registered/Bearer] Notes.

  We undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Notes held by you
for our account in accordance with your Operating Procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.

  This certification excepts and does not relate to $________ of such interest
in the above Notes in respect of which we do not desire to exchange for
definitive Notes.


Dated: _______________, 20__


                         [Name of Account Holder]


                         By:_________________________________________
                         (Authorized Signatory)
                         Name:
       Title:
<PAGE>

                       [FORM OF CERTIFICATE TO BE GIVEN BY
                 THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG
                           OR OTHER CLEARANCE SYSTEM]

                                                            EXHIBIT B-2
                                                            -----------

                                   CERTIFICATE
                         _____________________________

                      General Electric Capital Corporation
                             Euro Medium-Term Notes

                 Represented by Permanent Global Note No. ____.


  This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the principal
amount set forth below (our "Member Organizations") substantially to the effect
set forth in Exhibit C-1 to the Fiscal and Paying Agency Agreement relating to
such Notes, as of the date hereof, _____________ principal amount of the above-
captioned Notes (i) is owned by person(s) requesting definitive
[Registered/Bearer] Notes in exchange for their interests in the above-
referenced permanent global Note and (ii) such persons desire to exchange ______
principal amount of the above-captioned Notes for definitive [Registered/Bearer]
Notes.

  We further certify (i) that we are not making available herewith for exchange
all interests in the permanent global Note excepted as set forth herein and (ii)
that as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the permanent global Note submitted
herewith are no longer true and cannot be relied upon as the date hereof.


Dated: __________________, 20__


                              [EUROCLEAR BANK, S.A./N.V.,
                                as Operator of the Euroclear System]

                              [CLEARSTREAM BANKING, SOCIETE ANONYME]
                              [OTHER CLEARANCE SYSTEM]


                              By:________________________________________