Unassociated Document


    Exhibit
      4(m)


     

    FORM
      OF DEFINITIVE FIXED
      RATE BEARER NOTE 

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

     

    
      	
            	
            	
            	
            
	
              BEARER

            	  	BEARER	 
	No.
              DBFX	  	[            	]1
	 	  	[            	]2


    

     

    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. 

     

    

    
      	1	Insert
              Principal Amount.



    

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


    

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

    EURO
      MEDIUM-TERM NOTE


    (Fixed
      Rate)


     

    SERIES:
      

     

    
      	
            	
            	
            	
            	
            	
            	
            
	
              ISIN:

               

              COMMON

              CODE:

               

              ORIGINAL
                ISSUE
                DATE:

               

              MATURITY
                DATE:

               

              PRINCIPAL
                AMOUNT IN SPECIFIED
                CURRENCY:

               

              INTEREST
                RATE:

               

              INTEREST
                PAYMENT
                PERIOD:

               

              FIXED
                INTEREST PAYMENT
                DATE(S):

            	 	
              DETERMINATION
                DATES:3

               

              INTEREST
                COMMENCEMENT
                DATE:4

               

              ISSUER
                OPTIONAL REDEMPTION
                DATE:

               

              NOTEHOLDER
                OPTIONAL REDEMPTION
                DATE:

               

              OPTIONAL
                REPAYMENT:

               

              OPTIONAL
                REPAYMENT

              DATE(S):

               

              SPECIFIED
                (FACE AMOUNT)
                CURRENCY:

            	 	
              OPTION
                VALUE CALCULATION
                AGENT:

               

              OPTIONAL
                PAYMENT
                CURRENCY:

               

              OPTION
                ELECTION
                DATES:

               

              DESIGNATED
                EXCHANGE
                RATE:

               

              CURRENCY
                BASE
                RATE:

               

              DETERMINATION
                AGENT:

               

              INITIAL
                MATURITY
                DATE:

               

              ELECTION
                DATE

            	 	
              FINAL
                MATURITY
                DATE:

               

              AVAILABILITY
                OF

              REGISTERED
                NOTES:

               

              DENOMINATIONS
                OF DEFINITIVE
                NOTES (if not as set forth herein):

               

              REDENOMINATION:

               

              DAY
                COUNT
                FRACTION:

              [    ] 30/3605

              [    ] Actual/Actual
                (ISMA)6

              [    ] (Other)

               

              LISTING:

               

              TAX
                REDEMPTION
                DATE:

               

              RANKING:

              [    ] Senior

              [    ] Subordinated

            


    

     

    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
      above on the Maturity Date specified above (except to the extent redeemed or
      repaid prior to the Maturity Date) or in accordance with the Amortization
      Schedule set out in Schedule A hereto and to pay interest thereon to the bearer
      of the coupons, if any, attached hereto (the “Coupons”) at the Interest Rate per
      annum specified above from the last date on which interest was paid on the
      predecessor global Note, or if no such interest was paid, then from the Original
      Issue Date of the predecessor global Note, 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 Fixed Interest Payment Date (as specified above), commencing
      with
      the first Fixed Interest Payment Date next succeeding the Original Issue Date
      specified above, and on the Maturity Date (or any other redemption or repayment
      date specified above). 

     

    Payment
      of the principal of this
      Note and any premium due at the Maturity Date (or any other 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”). 

     

    

    
      	3	Only
              applicable if fixed Day Count Fraction is
              Act/Act (ISMA) 


    

    
      	4	Only
              applicable if fixed Day Count Fraction is
              Act/Act (ISMA) 


    

    
      	5	Fixed
              Rate U.S. Dollar denominated Notes
              


    

    
      	6	Fixed
              Rate Notes in all currencies other than U.S.
              Dollars 


    

     

    2


    Interest
      on this Note will accrue
      from the most recent Fixed Interest Payment Date to which interest hereon or
      on
      the predecessor global Note has been paid or duly provided for, or, if no
      interest has been paid or duly provided for, from the Original Issue Date of
      the
      predecessor global Note, until the principal hereof has been paid or duly made
      available for payment (except as provided below). The interest so payable,
      and
      punctually paid or duly provided for, on any Fixed Interest Payment Date, will,
      subject to certain exceptions described herein, be paid to the holder of the
      appropriate Coupon upon presentment and surrender thereof at the office or
      agency of the Fiscal and Paying Agent or at the office of any Paying Agent.
      

     

    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 to an account maintained by the holder of this
      Note
      with a bank located outside the United States 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 Fixed 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. 

     

    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. 

     

    3


    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.

            
	
            
	
              JPMORGAN
                CHASE BANK,
                N.A.

                  as
                Fiscal and Paying Agent

            
	
            	
            
	By:	 	
               

              

            
	 	 	Authorized
              Officer


    

     

    4


    [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 seventh amended and
      restated fiscal and paying agency agreement, dated as of July 1, 2005,
      among the Company, GE Capital Australia Funding Pty. Ltd., GE Capital Canada
      Funding Company, GE Capital European Funding, GE Capital UK Funding and JPMorgan
      Chase Bank, N.A., as fiscal agent and as principal paying agent (in such
      capacities, the “Fiscal and Paying Agent”) and J.P. Morgan Bank Luxembourg S.A.,
      as initial registrar and Luxembourg transfer 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. JPMorgan Chase Bank, N.A. at its office in London has been appointed
      the Exchange Rate Agent (the “Exchange Rate Agent”, which terms include 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, but not including, the
      relevant Noteholder Optional Redemption Date. 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 Fixed 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 basis: 

     

    
      	 	•	 	In
              the case of Notes denominated in U.S. Dollars “30/360” means
              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”).
              


    

     

    5


    
      	 	•	 	In
              the case of Notes denominated in a currency other than U.S.
              Dollars “Actual/Actual (ISMA)” means interest will be computed and paid on
              the following basis : 


    

     

    (a)
      in the case of Notes where the
      number of days in the relevant period from (and including) the most recent
      Fixed
      Interest Payment Date (or, if none, the Interest Commencement Date) to (but
      excluding) the relevant payment date (the “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 dates (each, a
“Determination Date”) that would occur in one calendar year,
      assuming interest was to be payable in respect of the whole of that year; or
      

     

    (b)
      in the case of Notes where the
      Calculation Period is longer than the Determination Period during which the
      Calculation Period ends, the sum of: 

     

    (i)
      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 Dates (as
      specified in the applicable Final Terms or Securities Note (as the case may
      be))
      that would occur in one calendar year, assuming interest was to be payable
      in
      respect of the whole of that year; and 

     

    (ii)
      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 Dates that would occur in one calendar
      year, assuming interest was to be payable in respect of the whole of that year;
      

     

    “Determination
      Period” means the period from (and including) a Determination Date to
      (but excluding) the next Determination Date (including, where either the
      Interest Commencement Date or the final Fixed Interest Payment Date is not
      a
      Determination Date, the period commencing on the first Determination Date prior
      to, and ending on the first Determination Date falling after, such date).


     

    In
      the case where the Fixed Interest
      Payment Date or the Maturity Date (or any other 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 Fixed Interest Payment Date or on the Maturity Date (or any other
      redemption or repayment date), and no interest shall accrue for the period
      from
      and after the Fixed Interest Payment Date or the Maturity Date (or any other
      redemption or repayment date) to such next succeeding Business Day.


     

    [This
      Note is unsecured and ranks
paripassu with all other unsecured and unsubordinated indebtedness
      of the Company/This Note is a subordinate Note and [insert applicable
      subordination provisions.]]7

     

    This
      Note has been issued in bearer
      form (a “Bearer Note”), with Coupons, if any, and any Note or Notes issued upon
      transfer or exchange hereof is issuable as a Bearer Note, with Coupons, if
      any,
      attached, in such denominations of the Specified Currency as are indicated
      on
      the face hereof or (if so specified on the face hereof) as a Note in fully
      registered form, without coupons (a “Registered Note”), in such denominations of
      the Specified Currency as are indicated on the face hereof. 

     

    This
      Note may be transferred by
      delivery. If so specified on the face hereof, then, at the option of the holder
      of this Note, and subject to the terms of the Fiscal Agency Agreement, this
      Note
      (with all unmatured Coupons, and all matured Coupons in default) will be
      exchangeable at the option of the holder hereof into Registered Notes of any
      authorized denominations of like tenor and in an equal aggregate principal
      amount, in accordance with the provisions of the Fiscal Agency Agreement, at
      the
      corporate trust office of JPMorgan Chase Bank, which initially has been
      appointed registrar for the Registered Notes or at the office of any transfer
      agent appointed by the Company for such purpose. If this Note is surrendered
      in
      exchange for Registered Notes after the close of business at any such office
      on
      (i) any record date for the payment of interest (a “Regular Record Date”)
      on a Registered Note on a Fixed Interest Payment Date and before the opening
      of
      business at such office on the relevant Fixed Interest Payment Date, or
      (ii) any record date to be 

     

    

    
      	7	insert
              as applicable as set out in the applicable
              Final Terms or Securities Note (as the case may be)



    

     

    6


    established
      for the payment of
      defaulted interest on a Registered Note (a “Special Record Date”) and before the
      opening of business at such office on the related proposed date for payment
      of
      defaulted interest, this Note shall be surrendered without the Coupon relating
      to such date for payment of interest. This Note may also be exchanged for other
      definitive Bearer Notes with Coupons, if any, in other authorized denominations,
      in an equal aggregate principal amount, in accordance with the provisions of
      the
      Fiscal Agency Agreement, at the offices of the Fiscal and Paying Agent or at
      the
      office of any transfer agent designated by the Company for such purpose. All
      such exchanges of Notes and Coupons will be made free of charge, but the Company
      may require payment of a sum sufficient to cover any tax or other governmental
      charge in connection therewith. The date of surrender of any Note or Coupon
      delivered upon any exchange or transfer of Notes or Coupons shall be such that
      no gain or loss of interest results from such exchange or transfer.


     

    If
      this Note is to be redeemed, the
      Company shall not be required to issue or exchange this Note for a period of
      15
      days preceding the date fixed for redemption. 

     

    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. 

     

    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, 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.


     

    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,]8
      due in respect of any Bearer Notes of the 

     

    

    
      	8	Include
              if Notes are original issue discount Notes.
              


    

     

    7


    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 shall redeem the Bearer Notes,
      in
      whole, at a redemption price equal to 100% of the principal amount thereof,
      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,]9
      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) 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. 

     

    

    
      	9	Include
              if Notes are original issue discount Notes.
              


    

     

    8


    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 

     

    (g)
      any tax, assessment or other
      governmental charge required to be deducted or withheld by any Paying Agent
      from
      a payment on a Note or coupon, if such payment can be made without such
      deduction or withholding by any other Paying Agent; or 

     

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


    

     

    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. 

     

    9


    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, duty, assessment or other governmental charge 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, duty, assessment or other governmental charge required to
              be imposed or withheld on a payment to an individual and such deduction
              or
              withholding is required to be made pursuant to any European Union
              Directive on the taxation of savings 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 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 Final Terms or Securities
      Note (as the case may be). 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 Final Terms
      or
      Securities Note (as the case may be) and except as provided below. 

     

    If
      specified in the applicable Final
      Terms or Securities Note (as the case may be), 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 

     

    10


    giving
      at least 30 days’ prior
      notice (the “Redenomination Notice”) to the holders of such Notes and on prior
      notice to the Paying Agent and, if applicable, Euroclear Bank, S.A./N.V. as
      operator of the Euroclear System, Clearstream Banking, société anonyme 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 €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 €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 €1,000, €10,000, €100,000 and (but only to the extent of any
      remaining amounts less than €1,000 or such smaller denominations as the Paying
      Agent may approve) €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 a Fixed 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 Final Terms or Securities Note (as the case may be), 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; (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 European Union pursuant to Article 109L(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.


     

    11


    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
      Final
      Terms or Securities Note (as the case may be). The Exchange Rate Agent at the
      date of the Fiscal Agency Agreement is JPMorgan Chase Bank, N.A.. 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 Final Terms or Securities Note (as the case
      may
      be) to “euro” or “€” 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 any jurisdiction
      required by the rules and regulations of any stock exchange, competent authority
      and/or market on which this Note may be listed and/or admitted to trading 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 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. 

     

    12


    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 “Business
      Day” means, unless otherwise specified in the applicable Final Terms or
      Securities Note (as the case may be), 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
      the
      euro); (iii) the place at which payment on such Note or coupon is to be
      made; or (iv) London, England; provided, however, that with respect to
      Notes denominated in euro, such day is also a TARGET Settlement Day. For
      purposes of this definition, the Principal Financial Center of the United States
      is New York; 

     

    (b)
      the term
“Notices” refers to notices to holders of the Notes to be given
      by publication in one leading English language daily newspaper with general
      circulation in London or, if publication in London is not practical, elsewhere
      in Western Europe. Such publication is expected to be made in the Financial
      Times. If the Series of which this Note forms a part is listed on any stock
      exchange, competent authority and/or market, notices to the holders of the
      Notes
      will be published in a manner which complies with the rules and regulations
      of
      such stock exchange, competent authority and/or market. 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;
      and 

     

    (c)
      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:


     

    13


    
      	
            	
            	
            
	
              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

            
	
              Norwegian
                Krone

            	  	
              Oslo

            
	
              South
                African
                Rand

            	  	
              Johannesburg

            
	
              Swedish
                Krona

            	  	
              Stockholm

            
	
              Swiss
                Francs

            	  	
              Zurich

            


    

     

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


     

    (e)
      the term “United
      States” means the United States of America (including the States and
      the District of Columbia), its territories, its possessions and other areas
      subject to its jurisdiction; 

     

    (f)
      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 created or
      organized in or under the laws of the United States or any political subdivision
      thereof, (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; and 

     

    (g)
      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


    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


    SCHEDULE
      A


     

    AMORTIZATION
      SCHEDULE


     

    [INSERT
      IF APPLICABLE] /
      [NOT APPLICABLE] 

    EURO
      MEDIUM-TERM NOTE


    NO.
                  

     

    FORM
      OF COUPON


     

    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. 

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

     

    EURO
      MEDIUM-TERM NOTE


     

    
      	
            	
            	
            
	
              Principal
                Amount:

            	  	Coupon
              Number10            
	 	  	[Interest
              Amount due in
	 	  	Specified
              Currency]
	
            	
            
	 	  	Due
                                  


    

     

    Unless
      the Note to which this Coupon
      appertains shall have been called for previous redemption and payment thereof
      duly provided for, on the date set forth hereon, GENERAL ELECTRIC CAPITAL
      CORPORATION (the “Company”) will pay to bearer, upon surrender hereof at such
      agencies in such places outside the United States as the Company may determine
      from time to time (the “Paying Agents”), interest on the principal amount of
      such Note as specified above (together with any additional amounts in respect
      thereof which the Company may be required to pay according to the terms of
      such
      Note), in such coin or currency as specified above as at the time of payment
      shall be legal tender for the payment of public and private debts. Payment
      on
      this Coupon shall be made, at the option of the bearer hereof and subject to
      any
      applicable laws and regulations, by a check mailed to an address outside the
      United States furnished by such bearer or by wire transfer to an account
      maintained by the payee with a bank located outside the United States.


     

    
      	
            	
            	
            
	
              GENERAL
                ELECTRIC
                CAPITAL CORPORATION

            
	
            	
            
	By:	 	
               

              

            
	Name:	 	 
	Title:	 	 


    

     

    
      	
            	
            	
            	
            	
            
	[SE
              AL]
	Attest	 	: By	 	
               

              

            
	 	 	Name:	 	 
	 	 	Title:	 	 


    

    

    
      	10	The
              Coupon number, the interest amount due in the
              Specified Currency and due date should appear in the right-hand section
              of
              the face of the Coupon. 


    

    [Form
      of Reverse of Coupon]


     

    Principal
      Paying
      Agent: 

     

    JPMorgan
      Chase Bank, N.A.


    London
      Branch 

    Trinity
      Tower 

    9
      Thomas More Street 

    London
      E1W 1YT, United Kingdom


     

    Paying
      Agents: