Unassociated Document


    Exhibit
      4(i)


     

    FORM
      OF PERMANENT GLOBAL
      FIXED RATE BEARER NOTE 

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

     

    
      	
            	
            	
            	
            
	BEARER	  	BEARER	 
	No.
              PGFX	  	[            	]1
	 	  	[            	]2


    

     

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

     

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

     

    UNLESS
      AND UNTIL IT IS EXCHANGED IN
      WHOLE OR IN PART FOR DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN REGISTERED
      NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
      DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
      TO
      THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
      ANY
      SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
      DEPOSITARY. 

     

    

    
      	1	Insert
              Principal Amount.



    

    
      	2	Insert
              Optional Payment Amount if the Note has
              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:

            	 	
              IF
                THIS NOTE IS EXCHANGEABLE
                DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S) OF DEFINITIVE
                NOTES:

               

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

               

              DENOMINATIONS:

               

              REDENOMINATION:

               

              DAY
                COUNT
                FRACTION:

              [    ] 30/3605

              [    ] Actual/Actual
                (ISMA)6

              [    ] (Other)

               

              TAX
                REDEMPTION
                DATE:

               

              LISTING:

               

              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
      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
      to the bearer at the Interest Rate per annum specified above from the Original
      Issue Date specified above until the principal hereof is paid or duly made
      available for payment (except as provided below), in arrears monthly, quarterly,
      semiannually or annually as specified above as the Interest Payment Period
      on
      each 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); provided, however, that each of Euroclear Bank,
      S.A./N.A., as operator of the Euroclear System (the “Euroclear Operator”), and
      Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), or any other
      recognized or agreed clearing system, shall be deemed a holder of this Note
      with
      respect to the portion hereof held for its respective account; and
providedfurther, however, that if the Original Issue Date
      occurs between a date that is 15 days prior to the next succeeding Fixed
      Interest Payment Date and such Fixed Interest Payment Date, interest payments
      will commence on the second Fixed Interest Payment Date succeeding the Original
      Issue Date to the holder of this Note on such second Fixed Interest Payment
      Date. 

     

    

    
      	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


    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”). 

     

    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 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 be paid to the holder of this Note at the office or agency of the Fiscal
      and Paying Agent or at the office of any Paying Agent and the Fiscal and Paying
      Agent shall cause Schedule A-1 of this Note to be endorsed to reflect such
      payment of interest and the amount of interest so paid will be noted.


     

    If
      the Specified Currency is other
      than U.S. dollars, then, except as provided on the reverse hereof, payment
      of
      the principal of and premium, if any, and interest on this Note will be made
      in
      such Specified Currency either by a check drawn on a bank in London, Luxembourg
      or a city in the country of such Specified Currency or by wire transfer of
      immediately available funds 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. 

     

    
      	
            	
            	
            	
            	
            	
            	
            
	DATED:	 	GENERAL
              ELECTRIC CAPITAL CORPORATION
	
            	
            	
            
	[SEAL]	 	By:	 	
               

              

            
	 	 	 	 	Authorized
              Signatory
	
            	
            	
            	
            
	Attest:	 	 	 	 	 	 
	
            	
            	
            	
            
	By:	 	
               

              

            	 	 	 	 
	 	 	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


    

     

    4


    [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 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”), 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
      term includes any successor exchange rate agent) with respect to the Notes.
      The
      terms of individual Notes may vary with respect to interest rates, interest
      rate
      formulas, issue dates, maturity dates, or otherwise, all as provided in the
      Fiscal Agency Agreement. To the extent not inconsistent herewith, the terms
      of
      the Fiscal Agency Agreement are hereby incorporated by reference herein.


     

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

     

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

     

    Interest
      payments on this Note will
      include interest accrued to but excluding the 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 bases: 

     

    
      	 	•	 	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;
      

     

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

     

    

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



    

     

    6


    permanent
      global Bearer Note to be
      so exchanged. Upon exchange of any portion of this Note for a definitive Bearer
      Note or definitive Bearer Notes, or a definitive Registered Note or definitive
      Registered Notes, the Fiscal and Paying Agent shall cause Schedule A-1 of this
      Note to be endorsed to reflect the reduction of its principal amount by an
      amount equal to the aggregate principal amount of such definitive Bearer Note
      or
      Bearer Notes, or such definitive Registered Note or Registered Notes, whereupon
      the principal amount hereof shall be reduced for all purposes by the amount
      so
      exchanged and noted. The date of surrender of any Note delivered upon any
      exchange or transfer of Notes shall be such that no gain or loss of interest
      results from such exchange or transfer. 

     

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

     

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

     

    The
      Fiscal Agency Agreement provides
      that if an Event of Default (as defined in the Fiscal Agency Agreement) with
      respect to the Series of which this Note forms a part, shall have occurred
      and
      be continuing, the holder hereof, by notice in writing to the Company and 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 U.S. 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
      U.S. 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, if any, due in respect
      of any Bearer Notes of the Series of which this Note forms a part would, under
      any present or future laws or regulations of the United States, be subject
      to
      any certification, identification or other information reporting requirement
      of
      any kind, the effect of which requirement is the disclosure to the Company,
      any
      Paying Agent or any governmental authority of the nationality, residence or
      identity of a beneficial owner of such Bearer Note or interest coupon who is
      a
      United States Alien (other than such a requirement (a) which would not be
      applicable to a payment made by the Company or any one of its Paying


     

    7


    Agents
      (i) directly to the
      beneficial owner or (ii) to a custodian, nominee or other agent of the
      beneficial owner, or (b) which can be satisfied by such custodian, nominee
      or other agent certifying to the effect that such beneficial owner is a United
      States Alien, provided that in each case referred to in clauses (a)(ii) and
      (b) payment by such custodian, nominee or agent to such beneficial owner is
      not otherwise subject to any such requirement), the Company may redeem the
      Bearer Notes, in whole, at a redemption price equal to 100% of the principal
      amount thereof, 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 U.S. 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 U.S. 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,
      if any, 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 U.S. Additional
      Amounts pursuant to this paragraph, the Company shall have the right to redeem
      the Bearer Notes of such Series as a 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 U.S. Additional Amounts pursuant to this
      paragraph and the condition specified in the first sentence of this paragraph
      should no longer be satisfied, then the Company shall redeem the Bearer Notes
      of
      such Series in whole, pursuant to the applicable provisions of the immediately
      preceding paragraph. 

     

    The
      Company will, subject to certain
      exceptions and limitations set forth below, pay such additional amounts (the
      “U.S. 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 U.S.
      Additional Amounts to any such holder for or on account of: 

     

    8


    (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
      for payment on a date more than 15 days after the date on which such
      payment became due and payable or 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 affiliate of the Company; 

     

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

     

    nor
      shall U.S. 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 U.S. Additional Amounts had such beneficiary, settlor, member or beneficial
      owner been the holder of such Note. 

     

    The
      Company will not be required to
      make any payment of U.S. 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.


     

    9


    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 incorporated under
      the laws of the United States of America 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 giving at least 30
      days’ prior notice (the “Redenomination Notice”) to the holders of such Notes
      and on prior notice to the Paying Agent, the Euroclear Operator, Clearstream,
      Luxembourg and/or any other relevant clearing system, elect that, with effect
      from the date specified in the Redenomination Notice (the “Redenomination
      Date”), such Notes shall be redenominated in euro. The election will have effect
      as follows: (a) the Notes shall be deemed to be redenominated into euro in
      the denomination of €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 

     

    10


    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 Issuer 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) the applicable
      Final Terms or Securities Note (as the case may be) will specify any relevant
      changes to the provisions relating to interest; and (g) such other changes
      shall be made as the Company may decide, after consultation with the Paying
      Agent and the calculation agent (if applicable), and as may be specified in
      the
      Redenomination Notice, to conform them to conventions then applicable to
      instruments denominated in euro. For the purposes hereof, “Established Rate”
means the rate for the conversion of the Specified Currency (including
      compliance with rules relating to roundings in accordance with applicable
      European Union regulations) into euro established by the Council of the European
      Union pursuant to Article 1091(4) of the treaty establishing the European
      Communities, as amended by the Treaty on European Union, and “sub-unit” means,
      with respect to any Specified Currency other than euro, the lowest amount of
      such Specified Currency that is available as legal tender in the country of
      such
      Specified Currency and, with respect to euro, means one cent. 

     

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


     

    Amounts
      so payable on any such date
      in such Specified Currency shall be converted into U.S. dollars at a rate
      determined by the Exchange Rate Agent on the basis of the most recently
      available Market Exchange Rate or as otherwise indicated in the applicable
      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 and euro 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 European Economic and Monetary Union. All
      references herein or in any Final Terms or Securities Note (as the case may
      be)
      to “euro” shall be to the lawful currency of the member states of the European
      Union that adopt the single currency in accordance with the treaty establishing
      the European Communities, as amended. 

     

    11


    All
      determinations made by the
      Company or the agent of the Company 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 to the Company, either directly or through the Company or any
      successor corporation to the Company, whether by virtue of any constitution,
      statute or rule of law or by the enforcement of any assessment or penalty or
      otherwise, all such liability being, by the acceptance hereof and as part of
      the
      consideration for the issue hereof, expressly waived and released. 

     

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

     

    As
      used herein: 

     

    (a)
      the term “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
      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;


     

    (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 

     

    12


    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:


     

    
      	
            	
            	
            
	
              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 other entity created or
      organized in or under the laws of the United States or any political subdivision
      thereof, (iii) an estate whose income is subject to United States federal
      income tax regardless of its source, or (iv) a trust if 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; 

     

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

     

    (h)
      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.
      

     

    13


    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.


    

     

    14


    SCHEDULE
      A-1


     

    EXCHANGE
      FOR DEFINITIVE
      BEARER NOTES, DEFINITIVE 

    REGISTERED
      NOTES AND FROM
      TEMPORARY GLOBAL NOTE 

     

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

     

    
      	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              Date
                of

              Exchange
                or

              Interest

              Payment

              

            	 	
              Payment
                of

              Interest

              

            	 	
              Principal

              (Face)8

              Amount

              Exchanged

              From

              Temporary

              Global
                Notes

              

            	 	
              Principal

              (Face)6

              Amount

              Exchanged

              For

              Definitive

              Bearer

              Notes

              

            	 	
              Principal

              (Face)
                6

              Amount

              Exchanged

              For

              Definitive

              Registered

              Notes

              

            	 	
              Remaining

              Principal

              (Face)
                6

              Amount

              Outstanding

              Following

              Such

              Exchange

              

            	 	
              Notation

              Made
                by
                or

              on
                behalf
                of

              Fiscal
                and

              Paying

              Agent

              

            


    

     

    

    
      	8	To
              be used if Note has dual-currency or index
              feature. 


    

     

    15


    SCHEDULE
      A-2


     

    AMORTIZATION
      SCHEDULE


     

    [INSERT
      IF APPLICABLE] /
      [NOT APPLICABLE] 

    EXHIBIT
      B-1


     

    [FORM
      OF CERTIFICATE TO BE
      GIVEN BY AN ACCOUNT 

    HOLDER
      OF THE EUROCLEAR
      OPERATOR, CLEARSTREAM, LUXEMBOURG 

    OR
      OTHER CLEARANCE
      SYSTEM] 

     

    CERTIFICATE
      

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

    Euro
      Medium-Term Notes


    Represented
      by Permanent
      Global Note No.     . 

     

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

     

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

     

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

     

    Dated:                    ,
      20

     

    
      	
            	
            	
            
	[Name
              of Account Holder]
	
            	
            
	By:	 	
               

              

            
	 	 	(Authorized
              Signatory)
	Name:	 	 
	Title:	 	 


    

    EXHIBIT
      B-2


     

    [FORM
      OF CERTIFICATE TO BE
      GIVEN BY AN ACCOUNT 

    HOLDER
      OF THE EUROCLEAR
      OPERATOR, CLEARSTREAM, LUXEMBOURG 

    OR
      OTHER CLEARANCE SYSTEM]


     

    CERTIFICATE
      

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

    Euro
      Medium-Term Notes


    Represented
      by Permanent
      Global Note No.     . 

     

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

     

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


     

    Dated:
                          ,
      20

     

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