Unassociated Document


    Exhibit
      4(k)


     

    FORM
      OF TEMPORARY GLOBAL
      FIXED RATE BEARER NOTE 

    Temporary
      Global Fixed Rate
      Bearer Note 

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

     

    
      	
            	
            	
            	
            
	BEARER	  	BEARER	 
	No.
              TGFX	  	[            	]1
	 	  	[            	]2


    

     

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

     

    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 UNITED STATES INTERNAL REVENUE CODE. 

     

    UNLESS
      AND UNTIL IT IS EXCHANGED IN
      WHOLE OR IN PART FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE OR FOR
      DEFINITIVE 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. 


    

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

    EURO
      MEDIUM-TERM NOTE


    (Fixed
      Rate)


     

    SERIES:
      

     

    
      	
            	
            	
            	
            	
            	
            	
            
	ISIN:	 	DETERMINATION
              DATES:3	 	OPTIONAL
              PAYMENT CURRENCY:	 	IF
              THIS
              NOTE IS EXCHANGEABLE DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S)
              OF
              DEFINITIVE NOTES:
	
            	
            	
            	
            
	
              COMMON

              CODE:

            	 	INTEREST
              COMMENCEMENT DATE:4	 	OPTION
              ELECTION DATES:	 	 
	
            	
            	
            	
            
	ORIGINAL
              ISSUE DATE:	 	ISSUER
              OPTIONAL REDEMPTION DATE:	 	DESIGNATED
              EXCHANGE RATE:	 	DENOMINATIONS
              OF DEFINITIVE NOTES (if not as set forth
              herein):
	
            	
            	
            	
            
	MATURITY
              DATE:	 	NOTEHOLDER
              OPTIONAL REDEMPTION DATE:	 	CURRENCY
              BASE RATE:	 	DENOMINATIONS:
	
            	
            	
            	
            
	PRINCIPAL
              AMOUNT IN SPECIFIED CURRENCY:	 	OPTIONAL
              REPAYMENT:	 	DETERMINATION
              AGENT:	 	REDENOMINATION:
	
            	
            	
            	
            
	INTEREST
              RATE:	 	OPTIONAL
              REPAYMENT DATE(S):	 	
              INITIAL
                MATURITY
                DATE:

               

              ELECTION
                DATE

            	 	
              DAY
                COUNT
                FRACTION:

              [    ] 30/3605

              [    ] Actual/Actual
                (ISMA)6

              [    ] (Other)

            
	
            	
            	
            	
            
	INTEREST
              PAYMENT PERIOD:	 	SPECIFIED
              (FACE AMOUNT) CURRENCY:	 	FINAL
              MATURITY DATE:	 	LISTING:
	
            	
            	
            	
            
	FIXED
              INTEREST PAYMENT DATE(S):	 	OPTION
              VALUE CALCULATION AGENT:	 	
              AVAILABILITY
                OF

              REGISTERED
                NOTES:

            	 	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 each of Euroclear Bank, S.A./N.V., as operator of
      the
      Euroclear System (the “Euroclear Operator”), and Clearstream Banking, société
anonyme (“Clearstream, Luxembourg”), or any other recognized or agreed clearing
      system, with respect to that portion of this Note held for its account, the
      principal sum (or Face Amount, if the Note has a dual-currency or index feature)
      specified in Schedule A-1 hereto, 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-2 hereto and to pay
      interest thereon 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 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). 

     

    Interest
      on this Note will accrue
      from the most recent Fixed 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 

     

    

    
      	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


    principal
      hereof has been paid or
      duly made available for payment, in each case, upon Certification. Upon the
      payment of interest on this Note, the Fiscal and Paying Agent (as defined below)
      shall cause Schedule A-1 of this Note to be endorsed to reflect such payment
      of
      interest and the amount of interest so paid shall be noted. No payments on
      this
      Note will be made at any office or agency maintained by the Company in the
      United States for the payment of principal of, premium, if any, and interest,
      if
      any, on this Note, nor will any such payment be made by mail to an address
      in
      the United States or by transfer to an account maintained by the holder of
      this
      Note with a bank in the United States. Notwithstanding the foregoing, if this
      Note is payable in U.S. dollars and if payment in U.S. dollars of the full
      amount payable on this Note at the offices of all paying agencies outside the
      United States 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. Prior to the Exchange Date,
      payments of interest, if any, on this Note will be made only to the extent
      of,
      and upon, Certification. After the Exchange Date, the holder of this Note will
      not be entitled to receive any payment of principal or interest hereon.


     

    This
      Note is issued in bearer form
      and represents a portion of a duly authorized issue of Euro Medium-Term Notes
      of
      the Series specified above, issued under a seventh amended and restated fiscal
      and paying agency agreement, dated as of July 1, 2005, among General
      Electric Capital Corporation, 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”). The Notes are
      issuable in bearer form (the “Bearer Notes”), with interest coupons attached
      (except in the case of Bearer Notes in global form), and (if so provided above)
      are also issuable in fully registered form, without coupons (the “Registered
      Notes” and, together with the Bearer Notes, the “Notes”). Definitive Bearer
      Notes, with interest coupons attached, are issuable in such denominations of
      the
      Specified Currency as are indicated on the face hereof and definitive Registered
      Notes (if any) are issuable in such denominations of the Specified Currency
      as
      are indicated on the face hereof. 

     

    Except
      as otherwise provided herein,
      this Note is governed by the terms and conditions of the Permanent Global Fixed
      Rate Bearer Note (the “Permanent Global Fixed Rate Bearer Note”) (or if so
      specified above, the definitive Fixed Rate Bearer Notes or definitive Fixed
      Rate
      Registered Notes) to be issued in exchange for this Note, which terms and
      conditions are hereby incorporated by reference herein
mutatismutandis and shall be binding on the Company and the holder
      hereof as if fully set forth herein. 

     

    This
      Note is exchangeable in whole
      or from time to time in part for (i) an interest (equal to the principal
      amount of the Bearer Notes being exchanged theretofore represented by this
      Note)
      in a single Permanent Global Fixed Rate Bearer Note or (ii) if so specified
      above, an equal principal amount of definitive Fixed Rate Bearer Notes and/or
      definitive Fixed Rate Registered Notes upon request of the Euroclear Operator
      or
      Clearstream, Luxembourg, acting on behalf of the owner of a beneficial interest
      in the Note, to the Fiscal and Paying Agent only on or after the Exchange Date
      upon Certification to the effect that the Notes to be issued upon such exchange
      are not being acquired by or on behalf of a United States person or, if a United
      States person has a beneficial interest in the Notes, that such person is
      (i) a Qualifying Foreign Branch purchasing for its own account or for
      resale, (ii) a United States person who acquires the Notes through a
      Qualifying Foreign Branch and who holds the obligation through such financial
      institution on the date of Certification, or (iii) a financial institution
      who acquires the Notes for purposes of resale during the Restricted Period
      other
      than for purposes of resale directly or indirectly to a United States person
      or
      to a person within the United States. Upon exchange of any portion of this
      Note
      for a Permanent Global Fixed Rate Bearer Note (or definitive Fixed Rate Bearer
      Notes and/or definitive Fixed Rate Registered Notes), the Fiscal and Paying
      Agent shall cause Schedule A-1 of this Note to be endorsed to reflect the
      reduction of its principal amount by an amount equal to the aggregate principal
      amount being so exchanged. Except as otherwise provided herein, until exchanged
      for a Permanent Global Fixed Rate Bearer Note (or definitive Fixed Rate Bearer
      Notes and/or definitive Fixed Rate Registered Notes), this Note shall in all
      respects be entitled to the same benefits under the Fiscal Agency Agreement
      as a
      duly authenticated and delivered definitive Note. 

     

    3


    If
      this Note is subject to a tax
      redemption or if all or any portion of the principal hereof is accelerated,
      each
      as described in the Fiscal Agency Agreement, payment of the amount due upon
      any
      such redemption or acceleration shall be subject to receipt of Certification.
      

     

    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 or be valid or obligatory for any purpose. 

     

    As
      used herein: 

     

    (a)
      In the case of Notes denominated
      in U.S. Dollars “30/360” means the number of days in the 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 (such
      number of days being calculated on the basis of 12 30-day months) divided by
      360; 

     

    (b)
      In the case of Notes denominated
      in a currency other than U.S. Dollars “Actual/Actual (ISMA)”
means: 

     

    (i)
      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
      

     

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

     

    (A)
      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 

     

    (B)
      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;
      

     

    (c)
      the term
“Certification” means a certificate substantially in the form
      of Exhibit B-2 hereto delivered by the Euroclear Operator or Clearstream,
      Luxembourg, 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; 

     

    (d)
“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);


     

    (e)
      the term “Qualifying
      Foreign Branch” means a branch of a United States financial
      institution, as defined in United States Treasury Regulations
      Section 1.165-12(c)(1)(iv), located outside the United States that is
      purchasing for its own account or for resale and that has agreed, as a condition
      of purchase, to comply with the requirements of Section 165(j)(3)(A),
      (B) or (C) of the United States Internal Revenue Code of 1986, as
      amended and the regulations thereunder; 

     

    4


    (f)
      the term “Restricted
      Period” with respect to each issuance means the period which begins on
      the earlier of the date on which the Company receives the proceeds of the sale
      of this Note with respect to its issuance or the first date on which this Note
      is offered to persons other than the Dealers, and which ends 40 days after
      the
      date on which the Company receives the proceeds of the sale of this Note;
provided that if this Note is held as part of an unsold allotment or
      subscription, any offer or sale of this Note shall be deemed to be during the
      Restricted Period; 

     

    (g)
      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; 

     

    (h)
      the term “United States
      person” means (i) a citizen or resident of the United States,
      (ii) a corporation, partnership or 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 

     

    (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.
      

     

    5


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

     

    
      	
            	
            	
            	
            	
            	
            	
            
	DATED:	 	 	 	GENERAL
              ELECTRIC CAPITAL CORPORATION
	
            	
            	
            	
            
	[SEAL]	 	 	 	
              By:

            	 	
               

              

            
	 	 	 	 	
              Name:

            	 	 
	 	 	 	 	
              Title:

            	 	
              Authorized
                Signatory

            
	
            	
            	
            	
            
	Attest:	 	 	 	 	 	 
	
            	
            	
            	
            
	By:	 	
               

              

            	 	 	 	 
	Name:	 	 	 	 	 	 
	Title:	 	
              Authorized
                Signatory

            	 	 	 	 


    

     

    
      	
            	
            	
            
	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


    

     

    6


    SCHEDULE
      A-1

     

    SCHEDULE
      OF
      EXCHANGES

     

    The
      Initial Principal Amount of this
      Note is
            .
      The following payments of interest and exchanges of a part of this Note for
      an
      interest in a single Permanent Global Fixed Rate Bearer Note (or if so specified
      above, for definitive Notes) have been made: 

     

    
      	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              Date
                of Exchange
                or

              Interest
                Payment

              

            	  	Payment of
Interest

              

            	  	Principal (Face)7
Amount Exchanged
for Permanent Global
Bearer
              Notes or
Definitive Notes

              

            	  	Remaining Principal
(Face)5Amount
Outstanding Following
Such
              Exchange

              

            	  	Notation made by or
on behalf of Fiscal and
Paying
              Agent

              

            


    

     

    

    
      	7	To
              be used instead of "Principal" if the Note has a
              dual-currency or index feature. 


    

    SCHEDULE
      A-2

     

    AMORTIZATION
      SCHEDULE


     

    [INSERT
      IF APPLICABLE] /
      [NOT APPLICABLE] 

    [FORM
      OF CERTIFICATE TO BE
      GIVEN BY AN ACCOUNT 

    HOLDER
      OF THE EUROCLEAR
      OPERATOR AND CLEARSTREAM, LUXEMBOURG] 

     

    EXHIBIT
      B-1


     

    CERTIFICATE
      

     

    General
      Electric Capital
      Corporation 

    Euro
      Medium-Term Notes


    Represented
      by Temporary
      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) that are not citizens or
      residents of the United States, corporations, partnerships or other entities
      created or organized in or under the laws of the United States or any political
      subdivision thereof, estates whose income is subject to United States federal
      income taxation regardless of its source, or a trust in which a court within
      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, (“United States person(s)”), (ii) are owned by United States
      person(s) that (a) are foreign branches of United States financial
      institutions (as defined in U.S. Treasury Regulations
      Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their
      own account or for resale, or (b) acquired the Notes through foreign
      branches of United States financial institutions and who hold the Notes through
      such United States financial institutions on the date hereof (and in either
      case
      (a) or (b), each such United States financial institution hereby agrees, on
      its own behalf or through its agent, that you may advise the Issuer or the
      Issuer’s agent that it will comply with the requirements of
      Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
      1986, as amended, and the regulations thereunder), or (iii) are owned by
      United States or foreign financial institution(s) for purposes of resale during
      the restricted period (as defined in U.S. Treasury Regulations
      Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Notes
      is a United States or foreign financial institution described in clause
      (iii) above (whether or not also described in clause (i) or (ii)) such
      financial institution has not acquired the Notes for purposes of resale directly
      or indirectly to a United States person or to a person within the United States
      or its possessions. 

     

    As
      used herein, “United States”
means the United States of America (including the States and the District of
      Columbia) and its “possessions” including Puerto Rico, the U.S. Virgin Islands,
      Guam, American Samoa, Wake Island and the Northern Mariana Islands.


     

    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 [Currency] [Amount] of such interest in the above Notes in
      respect of which we are not able to certify and as to which we understand
      exchange and delivery of definitive Notes (or, if relevant, exercise of any
      rights or collection of any interest) cannot be made until we do so certify.
      

    EXHIBIT
      B-1


     

    Page
      2 

     

    We
      understand that this
      certification is required in connection with certain tax laws and, if
      applicable, certain securities laws of the United States. In connection
      therewith, if administrative or legal proceedings are commenced or threatened
      in
      connection with which this certification is or would be relevant, we irrevocably
      authorize you to produce this certification to any interested party in such
      proceedings. 

     

    Dated:
                          ,
      20

     

    [To
      be dated no earlier than the
      10th day before 

    [insert
      date of Fixed Interest
      Payment Date prior to Exchange Date] 

    [insert
      date of redemption or
      acceleration prior to Exchange Date] 

    [insert
      Exchange Date]]


     

    
      	
            	
            	
            
	[Name
              of Account Holder]
	
            	
            
	By:	 	
               

              

            
	 	 	(Authorized
              Signatory)
	Name:	 	 
	Title:	 	 


    

    [FORM
      OF CERTIFICATE TO BE
      GIVEN BY 

    THE
      EUROCLEAR OPERATOR AND
      CLEARSTREAM, LUXEMBOURG] 

     

    EXHIBIT
      B-2


     

    CERTIFICATE
      

     

    General
      Electric Capital
      Corporation 

    Euro
      Medium-Term Notes


    Represented
      by Temporary
      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 B-1 to
      the Fiscal and Paying Agency Agreement, as of the date hereof, [Currency]
      [Amount] principal amount of the above-captioned Notes (i) is owned by
      persons that are not citizens or residents of the United States, corporations,
      partnerships or other entities created or organized in or under the laws of
      the
      United States or any political subdivision thereof, estates whose income is
      subject to United States federal income taxation regardless of its source,
      or a
      trust in which a court within 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 (“United States person(s)”),
      (ii) is owned by United States persons that (a) are foreign branches
      of United States financial institutions (as defined in U.S. Treasury Regulations
      Section 1.165-12(c)(1)(iv) (“financial institutions”) purchasing for their
      own account or for resale, or (b) acquired the Notes through foreign
      branches of United States financial institutions and who hold the Notes through
      such United States financial institutions on the date hereof (and in either
      case
      (a) or (b), each such United States financial institution has agreed, on
      its own behalf or through its agent, that we may advise the Issuer or the
      Issuer’s agent that it will comply with the requirements of
      Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
      1986, as amended, and the regulations thereunder), or (iii) is owned by
      United States or foreign financial institutions for purposes of resale during
      the restricted period (as defined in U.S. Treasury Regulations
      Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United
      States or foreign financial institutions described in clause (iii) above
      (whether or not also described in clause (i) or (ii)) have certified that
      they have not acquired the Notes for purposes of resale directly or indirectly
      to a United States person or to a person within the United States or its
      possessions. 

     

    As
      used herein, “United States”
means the United States of America (including the States and the District of
      Columbia) and its “possessions” including Puerto Rico, the U.S. Virgin Islands,
      Guam, American Samoa, Wake Island and the Northern Mariana Islands.


     

    We
      further certify (i) that we
      are not making available herewith for exchange (or, if relevant, exercise of
      any
      rights or collection of any interest) any portion of the temporary 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 part submitted herewith for exchange (or, if relevant, exercise
      of any rights or collection of any interest) are no longer true and cannot
      be
      relied upon as of the date hereof. 

    EXHIBIT
      B-2


     

    Page
      2 

     

    We
      understand that this
      certification is required in connection with certain tax laws and, if
      applicable, certain securities laws of the United States. In connection
      therewith, if administrative or legal proceedings are commenced or threatened
      in
      connection with which this certification is or would be relevant, we irrevocably
      authorize you to produce this certification to any interested party in such
      proceedings. 

     

    Dated:
                          ,
      20

    [To
      be dated no earlier than


    [insert
      date of Fixed Interest
      Payment Date prior to Exchange Date] 

    [insert
      date of redemption or
      acceleration prior to Exchange Date] 

    [insert
      Exchange Date] 

     

    
      	
            	
            	
            
	[EUROCLEAR
              BANK, S.A./N.V,
	    as
              Operator of the Euroclear
              System]
	
            
	[CLEARSTREAM
              BANKING, SOCIÉTÉ
ANONYME]
	
            
	[OTHER
              CLEARANCE SYSTEM]
	
            	
            
	By: