GECS Exhibit 4f


    Exhibit
      4(f)


     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

    GE
      CAPITAL AUSTRALIA FUNDING
      PTY. LTD. (A.B.N. 67 085 675 467) 

    GE
      CAPITAL CANADA FUNDING
      COMPANY 

    GE
      CAPITAL EUROPEAN FUNDING


    GE
      CAPITAL UK FUNDING


     

    
      	Euro	 	Medium-Term
              Notes and Other Debt Securities
              


    

    Due
      9 Months or More from
      Date of Issue

     

    SEVENTH
      AMENDED AND RESTATED


    DISTRIBUTION
      AGREEMENT


     

    July 1,
      2005 

    BARCLAYS
      BANK PLC


    5
      The North Colonnade 

    Canary
      Wharf 

    London
      E14 4BB 

    England


     

    CREDIT
      SUISSE FIRST BOSTON
      (EUROPE) LIMITED 

    One
      Cabot Square 

    London
      E14 4QJ 

    England


     

    GE
      MONEY BANK


    Tour
      Europlaza 

    20,
      avenue André Prothin


    92063
      Paris La Défense Cedex


    France


     

    GOLDMAN
      SACHS INTERNATIONAL


    Peterborough
      Court 

    133
      Fleet Street 

    London
      EC4A 2BB 

    England


     

    MERRILL
      LYNCH INTERNATIONAL


    Merrill
      Lynch Financial Centre


    2
      King Edward Street 

    London
      EC1A 1HQ 

    England


     

    UBS
      LIMITED


    1
      Finsbury Avenue 

    London
      EC2M 2PP 

    England


    Ladies
      and Gentlemen: 

     

    Each
      of General Electric Capital
      Corporation, a Delaware corporation (“GE Capital”), GE Capital Australia Funding
      Pty Ltd (A.B.N. 67 085 675 467), a company incorporated under the corporations
      laws of Australia (“GEC Australia Funding”), GE Capital Canada Funding Company,
      a company incorporated under the laws of the Province of Nova Scotia, Canada
      (“GEC Canada Funding”), GE Capital European Funding (“GECEF”) and GE Capital UK
      Funding (“GECUKF” and, together with GECEF, the “Irish Issuers” and each an
“Irish Issuer”) each Irish Issuer being incorporated with unlimited liability
      under the Companies Acts 1963-2003 of Ireland (together with each Additional
      Issuer (as defined herein) from time to time acceding to this Agreement in
      accordance with Section 16 hereof, each an “Issuer” and collectively, the
“Issuers”) hereby enters into this agreement with Barclays Bank PLC, Credit
      Suisse First Boston (Europe) Limited (“Credit Suisse First Boston”), GE Money
      Bank, Goldman Sachs International (“Goldman Sachs”), Merrill Lynch International
      (“Merrill Lynch”), and UBS Limited (“UBS”) (each a “Dealer” and, collectively,
      the “Dealers”) with respect to the issue and sale by each of the Issuers of Euro
      Medium-Term Notes (“Medium Term Notes”) and other debt securities (“Other Debt
      Securities” and, collectively, with the Medium Term Notes, the “Notes”) in an
      unlimited aggregate principal amount. Notes issued by each Issuer other than
      GE
      Capital will be issued with the benefit of the unconditional and irrevocable
      guarantee (each, a “Guarantee”) of GE Capital (in such capacity, the
“Guarantor”) under which the Guarantor will guarantee the payment of all amounts
      payable on or in respect of such Notes. The Notes may be (i) admitted to
      the official list of the Financial Services Authority in its capacity as U.K.
      Listing Authority (the “UKLA”) and to the London Stock Exchange plc for such
      Notes to be admitted to trading on the London Stock Exchange’s Gilt Edged and
      Fixed Interest Market (hereinafter referred to as the (“London Stock Exchange”),
      (ii) listed on the Singapore Exchange Securities Trading Limited (the
“Singapore Stock Exchange”), and/or (iii) listed on or by such other stock
      exchange, competent authority and/or market, if any, as are identified in the
      relevant Offering Document (as defined below). 

     

    The
      Notes are to be issued pursuant
      to a seventh amended and restated fiscal and paying agency agreement dated
      as of
      July 1, 2005 among the Issuers (including GE Capital in its capacity as
      Guarantor of Notes issued by an Issuer other than GE Capital), JPMorgan Chase
      Bank, N.A., as fiscal agent (in such capacity, the “Fiscal Agent”) and principal
      paying agent (in such capacity, the “Principal Paying Agent”), J.P. Morgan Bank
      Luxembourg S.A., as initial registrar and Luxembourg transfer agent (such
      agreement, as further amended and supplemented from time to time, being referred
      to herein as the “Fiscal Agency Agreement”). The Issuers and (in the case of
      Notes issued by an Issuer other than GE Capital) the Guarantor have authorized
      the issuance of Notes to and through the Dealers pursuant to the terms of this
      Agreement. Notes will be in bearer or registered form. Notes issued in bearer
      form will be represented initially by a temporary global Note without interest
      coupons attached (each, a “Temporary Global Note”) delivered to a common
      depositary on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear
      System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream,
      Luxembourg”). Beneficial interests in a Temporary Global Note will be
      exchangeable for beneficial interests in a permanent global Note without
      interest coupons attached (each, a “Permanent Global Note”) or for definitive
      Notes in bearer form (“Definitive Notes”), with interest coupons attached (such
      Temporary Global Notes, Permanent Global Notes or Definitive Notes, together,
      “Bearer Notes”), or in registered form without interest coupons (“Registered
      Notes”). As used in this Agreement, the term “Note” includes any Temporary
      Global Note, Permanent Global Note or Definitive Note issued pursuant to the
      Fiscal Agency Agreement. 

     

    Subject
      to the terms and conditions
      stated herein and further subject to the understanding that nothing in this
      Agreement shall impair the right of an Issuer to sell securities with terms
      similar or identical to any Note independently of the continuous offering of
      Notes contemplated by this Agreement, each Issuer hereby (i) appoints the
      Dealers as agents of such Issuer for the purpose of soliciting purchases of
      the
      Notes from such Issuer by others from time to time, (ii) agrees that
      whenever such Issuer determines from time to time to sell Notes directly to
      one
      or more of the Dealers 

    as
      principal for resale to others
      (such resale to be at fixed offering prices or at varying prices related to
      prevailing market prices at the time of resale or otherwise as determined by
      such Dealer), it will enter into a Terms Agreement relating to such sale in
      accordance with the provisions of Section 2(b) hereof, (iii) reserves
      the right from time to time to sell Notes on its own behalf directly to
      investors (other than broker-dealers) (as such reservation is limited by any
      of
      the selling restrictions set forth in Exhibit D hereto) and (iv) reserves
      the right from time to time to appoint one or more additional firms either
      (A) to solicit purchase of Notes from such Issuer by others or (B) to
      purchase Notes directly from such Issuer as principal for resale to others;
      provided, however, that such sales will be made on terms substantially the
      same
      as those contained in this Agreement. Any such additional firm designated by
      an
      Issuer pursuant to clause (iv) above shall be considered a Dealer hereunder
      for all purposes with respect to each transaction with respect to which such
      appointment is made. In the case of each purchaser whose offer to purchase
      Notes
      from an Issuer has been solicited by a Dealer as agent and accepted by any
      such
      Issuer, such Dealer will make reasonable efforts to assist such Issuer in
      obtaining performance by such purchaser, but no Dealer shall have any liability
      to such Issuer in the event any such purchase is not consummated for any reason.
      

     

    The
      Notes have not been and will not
      be registered under the U.S. Securities Act of 1933, as amended (the “Securities
      Act”) and may not be offered or sold within the United States or to, or for the
      account or benefit of, U.S. persons except in accordance with Regulation S
      under
      the Securities Act or pursuant to an exemption from the registration
      requirements of the Securities Act. 

     

    Pursuant
      to this Agreement, the
      Sixth Amended and Restated Distribution Agreement dated May 17, 2005 (the
“Prior Distribution Agreement”) shall be amended and restated on the terms of
      this Agreement. Any Notes issued on or after the date of this Agreement shall
      be
      issued pursuant to this Agreement, but this shall not affect any notes issued
      prior to the date of this Agreement. Subject to such amendment and restatement,
      the Prior Distribution Agreement shall continue in full force and effect.


     

    With
      respect to the offer and sale
      of the Notes on a continuous basis from and after the Commencement Date (as
      defined below), the Issuers and (in the case of Notes issued by an Issuer other
      than GE Capital) the Guarantor have prepared: 

     

    
      	 	(1)	a
              prospectus, constituting (in the case of Notes to be listed
              and/or admitted to trading on a stock exchange, competent authority
              and/or
              market), the Base Prospectus (as defined below) including with respect
              to
              each tranche of Notes issued under the Fiscal Agency Agreement the
              Final
              Terms (as defined below) relating to such tranche of Notes (the
              prospectus, as the same may be revised, amended or updated from time
              to
              time as described herein, together with the Final Terms, any other
              applicable supplement to the prospectus and the documents incorporated
              by
              reference therein, are hereinafter and as the context may require together
              referred to as the “Prospectus”); and 


    

     

    
      	 	(2)	a
              registration document, consitituting the Registration Document
              relating to the Programme for the purposes of Article 5.3 of the
              Prospectus Directive (as defined below) (the Registration Document,
              as the
              same may be revised, amended or updated from time to time as described
              herein, together with any Securities Note (as defined below), any other
              applicable supplement to the Registration Document and the documents
              incorporated by reference therein, are hereinafter sometimes referred
              to
              as the “Registration Document”). The Issuers and (in the case of Notes
              issued by an Issuer other than GE Capital) the Guarantor will also
              prepare
              from time to time Securities Notes being supplemental to the Registration
              Document. 


    

     

    The
      offer and sale of the Notes may
      be documented by way of either (i) the Prospectus and an accompanying Final
      Terms or (ii) the Registration Document and a supplemental Securities Note,
      together in each case (as and when so required) with any and all related
      supplements to such Prospectus or Registration Document as the case may be.
      

     

    2


    For
      the purposes of this Agreement,
      except where the context requires otherwise: 

     

    “Base
      Prospectus” means the base
      prospectus with regard to the issue of Notes (other than Notes that are not
      listed and/or admitted to trading and/or which the relevant Issuer does not
      have
      a continuing obligation to list or admit to trading on a stock exchange,
      competent authority and/or market) and which for the purposes of Article 5.4
      of
      the Prospectus Directive has been approved by the UK Listing Authority under
      the
      listing rules made pursuant to part VI of the Financial Services and Markets
      Act
      2000 (or in the case of Notes which are, or are to be, listed on or by any
      other
      stock exchange, competent authority and/or market, the listing rules and
      regulations for the time being in force for such stock exchange, competent
      authority and/or market); 

     

    “Final
      Terms” means the applicable
      (i) Wholesale Final Terms; (ii) the Retail Final Terms; or
      (iii) the Unlisted Final Terms, as the case may be; 

     

    “Offering
      Document” means
      (i) the Prospectus including in relation to a tranche of Notes, the
      relevant Final Terms relating to such tranche, (ii) the Registration
      Document, including in relation to a tranche of Notes, the relevant Securities
      Note (iii) a Summary or translation thereof or (iv) such other
      Prospectus used in connection with an issue of a tranche of Notes, each as
      revised, supplemented, amended or updated from time to time by the Issuer in
      accordance with Section 3(c) hereof, including any documents which are from
      time to time incorporated by reference therein except that in relation to a
      tranche of Notes, no Final Terms or Securities Note (as the case may be)
      applicable to another tranche of Notes shall be deemed to be included in the
      Prospectus or Registration Document (as applicable); 

     

    “Prospectus
      Directive” means
      Directive 2003/71/EC of the European Parliament and of the Council of
      4 November 2003; 

     

    “Retail
      Final Terms” means the final
      terms applicable to the issuance of Notes with a denomination of less than
      EUR50,000 (or its equivalent in any other Specified Currency) and issued in
      relation to a tranche of Notes issued under the Fiscal Agency Agreement (in,
      or
      substantially in, the form set out in the Prospectus) as a supplement to the
      Prospectus and setting out the particular contractual terms and other prescribed
      information in respect of that tranche of Notes; 

     

    “Securities
      Note” means a securities
      note relating to a tranche of Notes issued under the Fiscal Agency Agreement
      for
      the purposes of Article 5.3 of the Prospectus Directive and setting out the
      contractual terms and other presecribed information in respect of such tranche
      of Notes and being supplemental to the Registration Document; 

     

    “Summary”
means
      a summary document
      prepared in accordance with Article 25 (2) of Regulation (EC) No 809/2004
      of the Prospectus Directive; 

     

    “Terms
      Agreement” means a separate
      agreement (which shall be substantially in the form of Exhibit A hereto) and
      which may take the form of an exchange of any standard form of written
      telecommunication between a Dealer or Dealers, the relevant Issuer and (in
      the
      case of Notes issued by an Issuer other than GE Capital) the Guarantor or may
      be
      an oral agreement and confirmed by the relevant Dealer in writing (including
      facsimile transmission) and containing the information specified in Exhibit
      A
      hereto; 

     

    “Unlisted
      Final Terms” means the
      final terms applicable for the issuances of Notes which are neither listed
      nor
      admitted to trading on a regulated market and issued in relation to each tranche
      of Notes issued under the Fiscal Agency Agreement as a supplement to the
      Prospectus and setting out the particular contractual terms and other prescribed
      information in respect of that tranche of Notes; and 

     

    3


    “Wholesale
      Final Terms” means the
      final terms applicable for the issuance of Notes with a denomination of at
      least
      EUR50,000 (or its equivalent in any other Specified Currency) and issued in
      relation to each tranche of Notes issued under the Fiscal Agency Agreement
      (in,
      or substantially in, the form set out in the Prospectus) as a supplement to
      the
      Prospectus and setting out the particular contractual terms and other prescribed
      information in respect of that tranche of Notes. 

     

    4


    SECTION
      1. REPRESENTATIONS
      AND WARRANTIES. 

     

    (a)
      Each Issuer and (in the case of
      Notes issued by an Issuer other than GE Capital) the Guarantor jointly and
      severally represents and warrants to each Dealer as of the date of this
      Agreement (the “Commencement Date”), as of the date of each acceptance by each
      Issuer of an offer for the purchase of Notes whether through a Dealer as agent
      or to a Dealer as principal (the “Acceptance Date”), as of the date of each sale
      of Notes whether through a Dealer as agent or to a Dealer as principal (the
      date
      of each such sale to a Dealer as principal being referred to herein as a
“Settlement Date”), and as of the times referred to in Sections 6(a) and 6(b)
      hereof (each of the times referenced above being referred to herein as a
“Representation Date”), as follows: 

     

    
      	 	(i)	each
              document filed by GE Capital pursuant to the U.S. Securities
              Exchange Act of 1934, as amended (the “Exchange Act”) which is
              incorporated by reference in the Offering Document complied when so
              filed
              in all material respects with the Exchange Act and the rules and
              regulations thereunder; 


    

     

    
      	 	(ii)	the
              relevant Offering Document is accurate in all material respects
              and does not, and will not, contain any untrue statement of a material
              fact or omit to state any material fact necessary to make the statements
              therein, in the light of the circumstances under which they were made,
              not
              misleading; 


    

     

    
      	 	(iii)	there
              has been no material adverse change in the condition of GE
              Capital and its consolidated affiliates, taken as a whole, or, in the
              case
              of an Issuer other than GE Capital, such Issuer and its consolidated
              affiliates, if any, taken as a whole, from such condition set forth
              in or
              incorporated by reference in the Offering Document (excluding any
              amendments or supplements to the Offering Document since the relevant
              Acceptance Date, if any); 


    

     

    
      	 	(iv)	the
              aggregate principal amount of each Issuer’s Notes outstanding
              at any one time will not exceed any limitation thereon which may be
              in
              effect by actions of the Board of Directors (or other appropriate
              corporate governing body) of each such Issuer and (in the case of Notes
              issued by an Issuer other than GE Capital) the Guarantor;
              


    

     

    
      	 	(v)	the
              Notes have been duly authorized and, if executed and
              authenticated in accordance with the provisions of the Fiscal Agency
              Agreement and delivered to and paid for by any purchaser of Notes sold
              through a Dealer as agent or through a Dealer as principal pursuant
              to any
              Terms Agreement (as defined in Section 2(b)), would be valid and
              binding obligations of the relevant Issuer enforceable against such
              Issuer
              in accordance with their respective terms and would be entitled to
              the
              benefits of the Fiscal Agency Agreement; 


    

     

    
      	 	(vi)	in
              the case of Notes issued by an Issuer other than GE Capital, the
              Guarantees have been duly authorized and, if the Guarantees endorsed
              on
              the Notes are executed in accordance with the provisions of the Fiscal
              Agency Agreement and the Notes are duly executed and authenticated
              and
              delivered to and paid for by any purchaser of Notes sold through a
              Dealer
              as agent or any Dealer as principal pursuant to any Terms Agreement,
              such
              Guarantees would be valid and binding obligations of the Guarantor,
              enforceable against the Guarantor in accordance with their terms and
              would
              be entitled to the benefits of the Fiscal Agency Agreement;
              


    

     

    5


    
      	 	(vii)	no
              event exists which would constitute an event of default under
              the Fiscal Agency Agreement or the Notes;



    

     

    
      	 	(viii)	neither
              the Issuers nor (in the case of Notes issued by an Issuer
              other than GE Capital) the Guarantor, nor any of their affiliates,
              nor any
              person acting on any of their behalf, have engaged in or will engage
              in
              any directed selling efforts (within the meaning of Regulation S under
              the
              Securities Act) with respect to the Notes, and they have each complied
              with the offering restrictions requirement of Regulation S under the
              Securities Act; and 


    

     

    
      	 	(ix)	in
              the case of Notes issued by an Issuer other than GE Capital, no
              stamp duty or other similar taxes or duties are payable in the country
              of
              the organization of such Issuer or any applicable political subdivision
              thereof, in respect of the creation or issue by it of such Notes, or
              by
              any holder of such Notes; 


    

     

    except
      that the representations and
      warranties set forth in paragraph (ii) of this Section 1(a) do not
      apply to statements or omissions in the Offering Document based upon information
      furnished to the relevant Issuer or the Guarantor in writing by any Dealer
      expressly for use therein. 

     

    (b)
Additional
      Certifications. Any certificate signed by any officer of the relevant Issuer
      or (in the case of Notes issued by an Issuer other than GE Capital) the
      Guarantor and delivered to the Dealers or to counsel for the Dealers in
      connection with an offering of Notes shall be deemed a representation and
      warranty by such Issuer or the Guarantor to each Dealer as to the matters
      covered thereby. 

     

    SECTION
      2.SOLICITATIONS AS
      AGENT; PURCHASES AS PRINCIPAL. 

     

    (a)
Solicitations
      as Agent.
      On the basis of the representations and warranties herein contained, but subject
      to the terms and conditions herein set forth, each Dealer individually agrees,
      as agent of each Issuer, to use its best efforts to solicit offers to purchase
      the Notes upon the terms and conditions set forth in the Offering Document.
      

     

    Each
      Issuer and (in the case of
      Notes issued by an Issuer other than GE Capital) the Guarantor reserves the
      right, in its sole discretion, to suspend solicitation by any one or more of
      the
      Dealers of purchases of the Notes of the relevant Issuer commencing at any
      time
      for any period of time or permanently. Upon receipt of instructions from an
      Issuer or the Guarantor, as the case may be, each Dealer will forthwith suspend
      solicitation of purchases from such Issuer until such time as such Issuer or
      the
      Guarantor has advised such Dealer or Dealers that such solicitation may be
      resumed. 

     

    Each
      Dealer shall have the right to
      suspend solicitations, commencing at any time such Dealer reasonably believes
      that there has occurred a material adverse change in the condition of
      (i) GE Capital and its consolidated affiliates, taken as a whole, or
      (ii) in the case of an Issuer other than GE Capital, such Issuer and its
      consolidated affiliates, if any, taken as a whole, from such condition then
      set
      forth in the Offering Document, and ending at the time such Dealer has been
      reasonably satisfied that adequate and full disclosure of such adverse change
      has been made (including without limitation any necessary amendments or
      supplements to the Offering Document); provided, however, that any such Dealer
      shall notify the relevant Issuer and (in the case of Notes issued by an Issuer
      other than GE Capital) the Guarantor of its belief prior to or concurrently
      with
      any such suspension of solicitations. 

     

    Each
      Issuer agrees to pay each
      Dealer a commission, by means of a deduction from the proceeds of a sale of
      Notes of such Issuer or otherwise, equal to the applicable percentage of the
      public offering price of each Note sold by such Issuer as a result of a
      solicitation made by such Dealer, as such Issuer and such Dealer may agree.
      It
      is understood that no commission will be payable with respect to any offer
      to
      purchase Notes accepted by an Issuer where such Issuer tenders such Note and
      delivery of such Note is not accepted by the purchaser. 

     

    6


    As
      agent, each Dealer is authorized
      to solicit orders for the Notes at a purchase price which shall be agreed upon
      by the relevant Issuer and such Dealer and set forth in the applicable Final
      Terms or Securities Note (as the case may be) and in such denominations as
      may
      be agreed, subject to compliance with all applicable laws and regulations.
      Each
      Dealer shall communicate to the relevant Issuer, orally or in writing, each
      reasonable offer to purchase Notes received by such Dealer as agent. Such Issuer
      shall have the sole right to accept offers to purchase the Notes and may reject
      any such offer in whole or in part. Each Dealer shall have the right to reject
      any offer that is not a reasonable offer to purchase the Notes received by
      it in
      whole or in part, and any such rejection shall not be deemed a breach of such
      Dealer’s agreement contained herein. “Reasonable” with respect to an offer shall
      be determined by such Dealer by reference to then-prevailing interest rates
      and
      the interest rates then posted by the relevant Issuer with respect to offers
      to
      sell the Notes. 

     

    (b)
Purchases
      as Principal.
      Each sale of Notes to one or more Dealers as principal shall be made in
      accordance with the terms of this Agreement and a separate Terms Agreement
      which
      will provide for the sale of such Notes to, and the purchase and reoffering
      thereof by, such Dealer or Dealers. Any Dealer’s commitment to purchase Notes
      pursuant to any Terms Agreement shall be deemed to have been made on the basis
      of the representations and warranties of the relevant Issuer and (in the case
      of
      Notes issued by an Issuer other than GE Capital) the Guarantor herein contained
      and shall be subject to the terms and conditions herein set forth. Each Dealer
      shall notify the Fiscal Agent promptly after its last sale of Notes purchased
      under a Terms Agreement of its completion of the distribution thereof.


     

    In
      the event that two or more
      Dealers purchase Notes as principal pursuant to a Terms Agreement, the
      obligation of the Dealers to purchase the Notes subject to such Terms Agreement
      shall be joint and several. In the event that any Dealer or Dealers (which
      term
      as used herein shall include any person signing a Terms Agreement with respect
      to a particular tranche of Notes, including those signing by power-of-attorney
      or otherwise) purchasing Notes as principal pursuant to a Terms Agreement
      desires to use any dealer or selling group to distribute any portion of its
      allotment of such tranche of Notes, then any such Dealer or Dealers shall cause
      such dealer or selling group member to agree, in writing, for the benefit of
      the
      relevant Issuer and (in the case of Notes issued by an Issuer other than GE
      Capital) the Guarantor, to comply with all applicable terms of this Agreement
      and such Terms Agreement relating to the distribution of such Notes.


     

    (c)
Administrative
      Procedures. Administrative procedures regarding the sale of Notes (the
“Administrative Procedures”) shall be agreed upon from time to time by the
      Dealers and each Issuer (including GE Capital in its capacity as Guarantor
      of
      Notes issued by any Issuer other than itself). The Dealers, each such Issuer
      and
      GE Capital (in its capacity as Guarantor of Notes issued by any Issuer other
      than itself) agree to perform the respective duties and obligations specifically
      provided to be performed by them herein and in the written Administrative
      Procedures. The Administrative Procedures as in effect on the Commencement
      Date
      are attached as Exhibit B hereto. The Administrative Procedures may be amended
      from time to time only by written agreement of the Dealers, the relevant Issuer,
      the Guarantor (in the case of Notes issued by an Issuer other than GE Capital)
      and the Fiscal Agent and Principal Paying Agent (in the case of amendments
      which
      affect the rights, duties or obligations of the Fiscal Agent and the Principal
      Paying Agent). To the extent the Administrative Procedures in effect from time
      to time conflict with any provision of this Agreement, the provisions of this
      Agreement shall govern. Each Issuer will furnish a copy of the Administrative
      Procedures from time to time in effect to the Fiscal Agent and the Principal
      Paying Agent, each authenticating agent (an “Authenticating Agent”) or paying
      agent designated pursuant to the Fiscal Agency Agreement and the common
      depositary for Euroclear and Clearstream, Luxembourg. 

     

    7


    (d)
Delivery
      of Documents.
      The documents required to be delivered by Section 5 hereof shall be
      delivered at the offices of the Dealer (or, if one or more Dealers is
      participating in any such sale, the Lead Manager (as defined in the applicable
      Terms Agreement)), or at such other location as shall be specified in the
      relevant Terms Agreement, on the date required for such delivery set forth
      in
      Section 5 hereof. 

     

    (e)
Obligations
      Several. Each
      Issuer and (in the case of Notes issued by an Issuer other than GE Capital)
      the
      Guarantor acknowledge that the obligations of the Dealers are several (except
      as
      otherwise provided in Section 2(b) hereof) and, subject to the provisions
      of this Section 2, Section 7 and Section 10 hereof, each Dealer
      shall have complete discretion as to the manner in which it solicits purchasers
      for the Notes and as to the identity thereof. 

     

    SECTION
      3.COVENANTS OF
      EACH ISSUER AND THE GUARANTOR. Each Issuer and (in the case of Notes issued
      by an Issuer other than GE Capital) the Guarantor covenant with each Dealer
      as
      follows: 

     

    (a)
Notice
      of Certain Events.
      Each Issuer or (in the case of Notes issued by an Issuer other than GE Capital)
      the Guarantor will notify each Dealer promptly (i) of the filing with the
      Securities and Exchange Commission (the “Commission”) of any document pursuant
      to the Exchange Act which will be incorporated by reference in the Offering
      Document, in each case other than filings relating solely to securities other
      than the Notes and (ii) of the issuance by any non-U.S. regulatory
      authority of any request for information relating to the Notes or suspension
      or
      qualification of (A) the offer and sale of the Notes under the laws of such
      non-U.S. jurisdiction or (B) the listing of the Notes on a stock exchange
      or exchanges. With respect to subclause (i) of this paragraph, the delivery
      to each Dealer of the documents referred to in such subclause shall constitute
      valid notice to the Dealers. 

     

    (b)
Copies
      of Offering
      Document. The relevant Issuer will furnish to each Dealer as many copies of
      the Offering Document (as amended or supplemented) as such Dealer shall
      reasonably request in connection with sales or solicitations of offers to
      purchase Notes hereunder. 

     

    (c)
Revisions
      of Offering
      Document - Material Changes. If, during such period after the first date of
      the public offering of the Notes as in the opinion of counsel to the relevant
      Issuer and (in the case of Notes issued by an Issuer other than GE Capital)
      the
      Guarantor, a prospectus, offering circular or other offering document is
      required by law to be delivered or made available in connection with sales
      of
      the Notes by a Dealer as agent or sales of Notes by a Dealer as principal,
      any
      event shall occur as a result of which it is necessary to amend or supplement
      the Offering Document in order that the Offering Document will not include
      an
      untrue statement of a material fact or omit to state any material fact necessary
      in order to make the statements therein not misleading in the light of the
      circumstances existing at the time it is delivered to a purchaser, or if it
      shall be necessary at any such time to amend or supplement the Offering Document
      in order to comply with applicable law, prompt notice shall be given, and
      confirmed in writing, to each Dealer to cease the solicitation of offers to
      purchase the Notes in such Dealer’s capacity as agent and to cease sales of any
      Notes such Dealer may then own as principal. If the relevant Issuer and the
      Guarantor shall determine that solicitation of purchases of the Notes shall
      be
      resumed, or if on the date of the occurrence of the event necessitating an
      amendment of or supplement to the Offering Document a Dealer holds Notes that
      were issued by the relevant Issuer less than 90 days prior to such date, then,
      prior to the relevant Issuer and the Guarantor authorizing the Dealers to resume
      solicitations of purchases of the Notes or prior to sales of any such Notes,
      the
      relevant Issuer and the Guarantor will promptly prepare (or cause to be
      prepared) and make available to the Dealers such amendment or supplement as
      may
      be necessary to correct such untrue statement or omission. 

     

    (d)
Offering
      Document Revisions -
      Periodic Financial Information. Promptly after the filing with the
      Commission of GE Capital’s quarterly reports on Form 10-Q with respect to each
      of the first three 

     

    8


    quarters
      of any fiscal year, GE
      Capital shall furnish copies of such reports to each Dealer; provided, however,
      that if on the date of such filing the Dealers shall have suspended solicitation
      of purchases of the Notes in their capacity as agents pursuant to a request
      from
      the relevant Issuer and (in the case of Notes issued by an Issuer other than
      GE
      Capital) the Guarantor and if no Dealer shall then hold any Notes as principal
      purchased pursuant to a Terms Agreement, GE Capital shall not be obligated
      to
      furnish copies of such reports until such time as the relevant Issuer and the
      Guarantor shall determine that solicitation of purchases of the Notes should
      be
      resumed or shall subsequently enter into a new Terms Agreement with one or
      more
      of the Dealers. 

     

    (e)
Offering
      Document Revisions -
      Audited Financial Information. Promptly after the filing with the Commission
      of GE Capital’s annual report on Form 10-K including the audited financial
      statements of GE Capital for the preceding fiscal year, GE Capital shall furnish
      copies of such report to each Dealer; provided, however, that if on the date
      of
      such filing the Dealers shall have suspended solicitation of purchases of Notes
      in their capacity as agents pursuant to a request from GE Capital and if no
      Dealer shall then hold any Notes as principal purchased pursuant to a Terms
      Agreement, GE Capital shall not be obligated to furnish copies of such reports
      until such time as GE Capital shall determine that solicitation of purchases
      of
      Notes should be resumed or shall subsequently enter into a new Terms Agreement
      with one or more of the Dealers. 

     

    (f)
Copies
      of Current
      Reports. GE Capital will furnish to each Dealer, promptly after the filing
      thereof with the Commission, copies of GE Capital’s reports on Form 8-K (other
      than reports relating solely to securities other than the Notes). 

     

    (g)
Exchange
      Act Filings. GE
      Capital will timely file all documents required to be filed with the Commission
      pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.


     

    (h)
Indemnification
      for
      Documentary, Stamp or Similar Transfer of Issue Tax. Each Issuer and (in the
      case of Notes issued by an Issuer other than GE Capital) the Guarantor will
      jointly and severally indemnify and hold the Dealers harmless against any
      documentary, stamp or similar transfer or issue tax, including any interest
      and
      penalties, on the issue of the Notes in accordance with the terms of this
      Agreement, on the execution and delivery of the Fiscal Agency Agreement and
      this
      Agreement and on the exchange of the Temporary Global Notes for Definitive
      Notes
      or Permanent Global Notes that are or may be required to be paid under the
      laws
      of the United Kingdom, the United States, or the country of incorporation or
      organization of each Issuer other than GE Capital or any political subdivision
      or taxing authority thereof or therein. 

     

    (i)
Copies
      of Listing
      Documentation. In connection with the listing of any Notes on the Official
      List of the UKLA and the admission of such Notes to trading by the London Stock
      Exchange, or the listing of such Notes on the Singapore Stock Exchange or on
      or
      by any other stock exchange, competent authority and/or market, the relevant
      Issuer and (in the case of Notes issued by an Issuer other than GE Capital)
      the
      Guarantor will furnish from time to time any and all documents, instruments,
      information and undertakings and publish all advertisements or other material
      that may be necessary in order to maintain such listing and will maintain such
      listing until none of such Notes is outstanding or until such time as payment
      in
      respect of principal, premium, if any, and interest in respect of all such
      Notes
      has been duly provided for, whichever is earlier; provided, however, that if
      the
      relevant Issuer and/or the Guarantor can no longer reasonably maintain such
      listing, it will use its reasonable efforts to obtain and maintain the listing
      of, such Notes on or by such other stock exchange, competent authority and/or
      market as the Dealers shall reasonably request. In addition, for so long as
      any
      Notes are listed or admitted to trading on or by any stock exchange, competent
      authority and/or market and the rules of any such stock exchange, competent
      authority and/or market so require, each Issuer and the Guarantor will maintain
      a paying agent in respect of such Notes in such jurisdiction(s) as may be
      required in order to comply with the rules and regulations of such stock
      exchange, competent authority and/or market on a list which Notes may be listed
      and/or admitted to trading. 

     

    9


    (j)
UK
      Commercial Paper. In
      respect of each Tranche of Notes which has a maturity of less than one year
      from
      the date of its issue and for which the issue proceeds are accepted by the
      relevant Issuer in the United Kingdom, the relevant Issuer will issue such
      Notes
      only if the following conditions apply (or the Notes can otherwise be issued
      without contravention of Section 19 of the United Kingdom’s Financial
      Services and Markets Act 2000 (the “FSMA”)): 

     

    (i)
      the relevant Dealer covenants in
      the terms set out in paragraph 2 of the United Kingdom selling restrictions
      set
      out in Exhibit D hereto; and 

     

    (ii)
      the redemption value of each
      Note is not less than £100,000 (or an amount of equivalent value denominated
      wholly or partly in a currency other than pounds sterling), and no part of
      any
      Note may be transferred unless the redemption value of that part is not less
      than £100,000 (or such an equivalent amount). 

     

    (k)
Irish
      Commercial Paper.
      Notes issued by any of the Irish Issuers with a maturity of less than one year
      constitute commercial paper for the purposes of, and are issued in accordance
      with, an exemption granted by the Irish Financial Services Regulatory Authority
      as a constituent part of the Central Bank and Financial Services Authority
      of
      Ireland (“IFSRA”) under section 8(2) of the Central Bank Act, 1971 of Ireland,
      as inserted by section 31 of the Central Bank Act, 1989 of Ireland, as amended
      by section 70(d) of the Central Bank Act, 1997 of Ireland. The Irish Issuers
      are
      not and will not be regulated by IFSRA arising from the issue of Notes. An
      investment in Notes issued by an Irish Issuer with a maturity of less than
      one
      year will not have the status of a bank deposit and is not within the scope
      of
      the Deposit Protection Scheme operated by IFSRA. 

     

    Each
      Bearer or Registered Note
      issued by an Irish Issuer with a maturity of less than one year shall carry
      the
      title “Commercial Paper”, include a statement to the effect
      that it is guaranteed and identify the Guarantor by name and bear the following
      legend: 

     

    “This
      Note is issued in accordance
      with an exemption granted by IFSRA under section 8(2) of the Central Bank Act,
      1971 of Ireland, as inserted by section 31 of the Central Bank Act, 1989 of
      Ireland, as amended by section 70(d) of the Central Bank Act, 1997 of Ireland.
      [Insert name of relevant Irish Issuer] is not regulated by IFSRA arising
      from the issue of Notes. An investment in Notes issued by [insert name of
      relevant Irish Issuer] with a maturity of less than one year does not have
      the status of a bank deposit and is not within the scope of the Deposit
      Protection Scheme operated by IFSRA. 

     

    Minimum
      denominations for Notes
      Issued by Irish Issuers. Notes issued by an Irish Issuer will be subject to
      a minimum denomination of €1,000 (or the equivalent in another Specified
      Currency). Notes issued by an Irish Issuer with a maturity of less than one
      year
      will be further subject to a minimum denomination of €125,000 or its foreign
      currency equivalent. Notes issued by an Irish Issuer will, if unlisted, have
      a
      minimum denomination of £300,000 or its foreign currency equivalent.


     

    SECTION
      4.PAYMENT OF
      EXPENSES. Each Issuer and (in the case of Notes issued by an Issuer other
      than GE Capital) the Guarantor will (unless otherwise agreed with a Dealer
      or
      Dealers with respect to an issuance of Notes) pay all expenses incident to
      the
      performance of their respective obligations under this Agreement, including:
      (i) the preparation of the Offering Document and any amendments or
      supplements thereto; (ii) the preparation, issuance and delivery of the
      Notes; (iii) the fees and disbursements of the accountants of each Issuer
      and the Guarantor; (iv) the fees and disbursements of the Fiscal Agent and
      its counsel; (v) the reasonable fees and disbursements of U.S. counsel for
      the Dealers (“US Counsel”), together with counsel for the Dealers in each other
      country where an Issuer of Notes other than GE Capital is incorporated (“Local
      Counsel”); provided, however, that in any sale of Notes to one or more Dealers
      acting as principal, the obligations of each Issuer and the Guarantor, if any,
      to pay the reasonable fees and disbursements of US Counsel and Local Counsel,
      

     

    10


    if
      any, shall be as agreed upon by
      such Issuer, the Guarantor and the Dealer(s) participating in such transaction
      and reflected in the applicable Terms Agreement; (vi) the printing and
      delivery to the Dealers in quantities as hereinabove stated of the Offering
      Document and any amendments or supplements thereto in connection with
      solicitations or confirmations of sales of the Notes; (vii) the printing
      and delivery to the Dealers of copies of the Fiscal Agency Agreement;
      (viii) any fees charged by rating agencies for the rating of the Notes;
      (ix) any advertising and other out-of-pocket expenses incurred with the
      approval of the relevant Issuer or the Guarantor and (x) the fees and
      expenses incurred with respect to listing of any of the Notes on the Official
      List of the UKLA and the admission of such Notes to trading by the London Stock
      Exchange, the Singapore Stock Exchange or on or by another stock exchange
      competent authority and/or market. 

     

    SECTION
      5.CONDITIONS OF
      OBLIGATIONS. Each Dealer’s obligations to solicit offers to purchase the
      Notes as agent of each Issuer and (in the case of Notes issued by an Issuer
      other than GE Capital) the Guarantor, the obligation of any purchaser to
      purchase Notes sold through a Dealer as agent, and any Dealer’s obligations to
      purchase Notes as principal pursuant to any Terms Agreement will be subject
      at
      all times to the accuracy of the representations and warranties on the part
      of
      each such Issuer and the Guarantor herein and to the accuracy of the statements
      of the officers of each such Issuer and the Guarantor made in any certificate
      furnished pursuant to the provisions hereof, to the performance and observance
      by each such Issuer and the Guarantor of all covenants and agreements herein
      contained on its part to be performed and observed and to the following
      additional conditions precedent: 

     

    (a)
Legal
      Opinions. At the
      Commencement Date and at each Settlement Date with respect to any applicable
      Terms Agreement, if called for by such Terms Agreement, the Dealers shall have
      received the following documents: 

     

    (1)
      Opinion of United States Counsel
      to each Issuer and the Guarantor. The opinion of Craig T. Beazer, Senior
      Counsel, Treasury Operations and Assistant Secretary of GE Capital or such
      other
      counsel satisfactory to the Dealer(s), dated as of such Commencement Date or
      Settlement Date, in form and substance satisfactory to the Dealers and counsel
      to the Dealers, to the effect that: 

     

    (i)
      GE Capital has been duly
      incorporated and is validly existing in good standing under the laws of the
      State of Delaware. 

     

    (ii)
      GE Capital is duly qualified to
      transact business and is in good standing in each jurisdiction in which the
      conduct of its business or the ownership of its property requires such
      qualification. 

     

    (iii)
      The Fiscal Agency Agreement
      has been duly authorized, executed and delivered by GE Capital and, assuming
      due
      authorization, execution and delivery by each Issuer other than GE Capital,
      is a
      valid and binding agreement of the relevant Issuer and GE Capital in its
      capacity as Guarantor. 

     

    (iv)
      The Notes have been duly
      authorized by GE Capital and, if (a) authorized by the Issuer thereof (in
      the case of Notes issued by an Issuer other than GE Capital), (b) executed
      and authenticated in accordance with the provisions of the Fiscal Agency
      Agreement and (c) delivered to and paid for by any purchaser of Notes sold
      through a Dealer as agent or through a Dealer as principal pursuant to any
      Terms
      Agreement, would be valid and binding obligations of the relevant Issuer
      enforceable against such Issuer in accordance with their respective terms and
      would be entitled to the benefits of the Fiscal Agency Agreement. 

     

    11


    (v)
      In the case of Notes issued by
      an Issuer other than GE Capital, the Guarantees have been duly authorized and,
      if the Guarantees endorsed on the Notes are executed in accordance with the
      provisions of the Fiscal Agency Agreement and the Notes are duly executed and
      authenticated and delivered to and paid for by any purchaser of Notes sold
      through a Dealer as agent or any Dealer as principal pursuant to any Terms
      Agreement, such Guarantees would be valid and binding obligations of the
      Guarantor enforceable against the Guarantor in accordance with their terms
      and
      would be entitled to the benefits of the Fiscal Agency Agreement; 

     

    (vi)
      This Agreement (and, if the
      opinion is being given pursuant to Section 6(c) hereof as a result of the
      relevant Issuer’s and (in the case of Notes issued by an Issuer other than GE
      Capital) the Guarantor’s having entered into a Terms Agreement requiring such
      opinion, the applicable Terms Agreement) has been duly authorized, executed
      and
      delivered by GE Capital and, assuming due authorization, execution and delivery
      by the relevant Issuer (in the case of Notes issued by an Issuer other than
      GE
      Capital), is a valid and binding agreement of the relevant Issuer and the
      Guarantor enforceable against such Issuer and the Guarantor in accordance with
      its terms, except as rights to contribution and indemnity hereunder (or
      thereunder) may be limited under applicable law. 

     

    (vii)
      Neither the execution,
      delivery and performance of this Agreement nor the issuance and sale of the
      Notes and (in the case of Notes issued by an Issuer other than GE Capital)
      the
      Guarantees as provided herein will contravene the certificate of incorporation
      or by-laws of GE Capital or result in any violation of any of the terms or
      provisions of any law, rule or regulation of the United States or of any
      indenture, mortgage or other agreement or instrument known to such counsel
      by
      which GE Capital or any of its subsidiaries is bound or any judgment, order
      or
      decree of any governmental body, agency or court having jurisdiction over GE
      Capital or any of its subsidiaries. 

     

    (viii)
      To the best of such counsel’s
      knowledge, no authorization, consent or approval of, or registration or filing
      with, any governmental or public body or authority in the United States or
      any
      state or other political subdivision thereof will be required for the offer
      and
      sale of the Notes in the manner contemplated by the Offering Document, this
      Agreement (including the offering restrictions contained in Exhibit D hereto)
      and the Fiscal Agency Agreement. 

     

    (ix)
      The statements contained in the
      Offering Document under the captions “Description of Notes”, “Description of the
      Guarantee” and “Plan of Distribution” fairly present the matters referred to
      therein. 

     

    (x)
      Each document incorporated by
      reference in the Offering Document which was filed pursuant to the Exchange
      Act
      (except for the financial statements and schedules and other financial and
      statistical material included therein or omitted therefrom, as to which such
      counsel need not express any opinion) complied when so filed as to form in
      all
      material respects with the Exchange Act and the applicable rules and regulations
      of the Commission thereunder. 

     

    (xi)
      Registration of the Notes and
      the Guarantees under the Securities Act and qualification of an indenture under
      the United States Trust Indenture Act of 1939, as amended, will not be required
      for the offer and sale of the Notes in the manner contemplated by the Offering
      Document, this Agreement (including the offering restrictions contained in
      Exhibit D hereto) and the Fiscal Agency Agreement. 

     

    12


    (xii)
      Such counsel believes that
      (except for the financial statements and schedules and other financial and
      statistical material included therein or omitted therefrom, as to which counsel
      need not express any belief) the Offering Document, as of the Commencement
      Date
      or the Settlement Date, as the case may be, does not contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading. 

     

    (2)
      Opinion of United States Tax
      Counsel to each Issuer and the Guarantor. The opinion of U.S. Tax Counsel to
      each Issuer and (in the case of Notes issued by an Issuer other than GE Capital)
      the Guarantor, dated as of such Commencement Date, confirming the information
      as
      set forth under the caption “United States Tax Considerations” in the Offering
      Document. 

     

    (3)
      Opinion of United States Counsel
      to the Dealers. The opinion of US Counsel, dated as of such Commencement Date,
      covering the matters referred to in subparagraph (1) under the subheadings
      (i), (iii), (iv), (v), (vi), (ix), (xi) and (xii). 

     

    (4)
      Opinion of Local Counsel to the
      Dealers. In the case of Notes issued by an Issuer other than GE Capital, the
      opinion of Local Counsel to the Dealers, dated as of such Commencement Date
      or
      Settlement Date, in a form reasonably satisfactory to each Dealer participating
      in a particular issue of Notes. 

     

    (5)
      In rendering the opinion
      referred to in subparagraph (1) above, such counsel may state that with
      respect to (xii) of subparagraph (1), such counsel’s opinion and belief are
      based upon his participation in the preparation of the Offering Document and
      any
      amendments and supplements thereto (including documents incorporated therein
      by
      reference) and review and discussion of the contents thereof, but are without
      independent check or verification except as stated therein. In rendering the
      opinion referred to in subparagraph (1) above, such counsel may state that,
      with respect to (xi) of subparagraph (1), such counsel need not express any
      opinion as to when and under what circumstances the Notes and the Guarantees
      may
      be re-offered and resold within the United States or to U.S. persons, as such
      terms are defined in Regulation S under the Securities Act. In rendering the
      opinions referred to in subparagraph (3) above, such counsel may state that
      with respect to (xii) of subparagraph (1) above, such counsel’s
      opinion and belief are based upon their participation in the preparation of
      the
      Offering Document and any amendments and supplements thereto (other than
      documents incorporated by reference) and upon their review and discussion of
      the
      contents thereof (including documents incorporated therein by reference), but
      are without independent check or verification except as stated therein. In
      rendering the opinions referred to in subparagraphs (1) and (3) above,
      such counsel may state that with respect to (iv), (v) and (vi) of
      subparagraph (1) above, such counsels’ opinions, insofar as such opinions
      relate to enforceability, are subject to the effect of any applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      creditors’ rights generally and to the effect of general equitable principles
      (regardless of whether the issue of enforceability is considered in a proceeding
      in equity or at law). In rendering the opinions referred to in subparagraphs
      (1) and (3) above, such counsel may, in the case of Notes issued by an
      Issuer other than GE Capital, rely on the opinion of Local Counsel as to matters
      of the laws of the country or organization of the relevant Issuer. In rendering
      their opinions referred to in subparagaph (4) above, such counsel may rely
      on the opinion of Craig T. Beazer, Senior Counsel, Treasury Operations and
      Assistant Secretary of GE Capital, or such other counsel satisfactory to the
      Dealer(s) and US Counsel to the Dealers, as to matters of New York State Law,
      the General Corporation Law of the State of Delaware and the federal law of
      the
      United States. 

     

    13


    (b)
Officers’
Certificates.
      At the Commencement Date and at each Settlement Date with respect to any Terms
      Agreement, there shall have been no material adverse change in the condition
      of
      (i) GE Capital and its consolidated affiliates, taken as a whole, and
      (ii) the relevant Issuer (in the case of Notes issued by an Issuer other
      than GE Capital) and its consolidated affiliates, if any, taken as a whole,
      from
      that set forth in the Offering Document (excluding any amendments or supplements
      to the Offering Document since the relevant Acceptance Date, if any); and the
      Dealers shall have received on the Commencement Date and, if called for by
      the
      applicable Terms Agreement, at each Settlement Date, certificates dated the
      Commencement Date or such Settlement Date and signed by an executive officer
      of
      the relevant Issuer and (in the case of Notes issued by an Issuer other than
      GE
      Capital) the Guarantor to the foregoing effect. 

     

    (c)
Accountant’s
      Letter. The
      Dealers shall have received at the Commencement Date and at each Settlement
      Date
      with respect to any Terms Agreement, if called for by such Terms Agreement,
      a
      letter from KPMG LLP, independent public accountants, dated as of the
      Commencement Date or such Settlement Date, in form and substance satisfactory
      to
      the Dealers, with respect to the financial statements of GE Capital and certain
      financial information contained in or incorporated by reference in the Offering
      Document. 

     

    (d)
Listing
      on the London Stock
      Exchange. On the Commencement Date, the listing of the Programme on the
      Official List of the UKLA and the admission to trading of Notes issued under
      the
      Programme by the London Stock Exchange shall have been granted subject only
      to
      delivery to the UKLA and the London Stock Exchange of the Offering Document
      as
      most recently amended or supplemented. 

     

    (e)
Other
      Documents. On the
      Commencement Date and at each Settlement Date with respect to any applicable
      Terms Agreement, US Counsel to the Dealers and Local Counsel to the Dealers
      (in
      the case of Notes issued by an Issuer other than GE Capital) shall have been
      furnished with such documents and opinions as such counsel may reasonably
      require for the purpose of enabling such counsel to pass upon the issuance
      and
      sale of Notes and (in the case of Notes issued by an Issuer other than GE
      Capital) the endorsement thereon of the Guarantees as herein contemplated and
      related proceedings, or in order to evidence the accuracy and completeness
      of
      any of the representations and warranties, or the fulfillment of any of the
      conditions, herein contained; and all proceedings taken by the relevant Issuer
      and the Guarantor in connection with the issuance and sale of Notes and the
      execution and delivery of the Guarantee as herein contemplated shall be
      satisfactory in form and substance to the Dealers, US Counsel to the Dealers
      and
      Local Counsel to the Dealers. 

     

    (h)
      If any condition specified in
      this Section shall not have been fulfilled as of the relevant date required,
      this Agreement and any Terms Agreement may be terminated as to any Dealer by
      notice by such Dealer to the relevant Issuer and the Guarantor at any time
      at or
      prior to the Commencement Date or the applicable Settlement Date, and such
      termination shall be without liability of any party to any other party, except
      that the provisions of Section 4 hereof, the indemnity and contribution
      agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections
      11 and 15 hereof, shall remain in effect. 

     

    SECTION
      6.ADDITIONAL
      COVENANTS OF EACH ISSUER AND THE GUARANTOR. Each Issuer and (in the case of
      Notes issued by an Issuer other than GE Capital) the Guarantor covenants and
      agrees that: 

     

    (a)
Reaffirmation
      of
      Representations and Warranties. Each acceptance by it of an offer for the
      purchase of Notes, and each sale of Notes to any Dealer pursuant to a Terms
      Agreement, shall be deemed to be an affirmation that the representations and
      warranties of the relevant Issuer and (in the case of Notes issued by an Issuer
      other than GE Capital) the Guarantor contained in this Agreement and in any
      certificate theretofore delivered to the Dealers pursuant hereto are true and
      correct at the 

     

    14


    time
      of such acceptance or sale, as
      the case may be, and an undertaking that such representations and warranties
      will be true and correct at the time of delivery to the purchaser or his agent,
      or to the Dealers, of the Note or Notes relating to such acceptance or sale,
      as
      the case may be, as though made at and as of each such time (and it is
      understood that such representations and warranties shall relate to the Offering
      Document as amended and supplemented to each such time); 

     

    (b)
Subsequent
      Delivery of
      Certificates. Each time that (i) the Offering Document shall be amended
      or supplemented, or there is filed with the Commission any annual report on
      Form
      10-K incorporated by reference into the Offering Document; (ii) an Issuer
      sells Notes to any Dealer pursuant to a Terms Agreement and the Dealer so
      requests; and (iii) there is filed with the Commission any quarterly report
      on Form 10-Q or current report on Form 8-K incorporated by reference into the
      Offering Document and any Dealer reasonably requests, such Issuer and (in the
      case of Notes issued by an Issuer other than GE Capital) the Guarantor shall
      furnish or cause to be furnished to such Dealer (in the case of clause (i)),
      the
      Dealer(s) party to the Terms Agreement (in the case of clause (ii)) or the
      requesting Dealer(s) (in the case of clause (iii)) promptly a certificate in
      form satisfactory to such Dealer(s) to the effect that the statements contained
      in the certificates referred to in Section 5(b) hereof which were last
      furnished to the Dealers are true and correct at the time of such amendment
      or
      supplement or filing, as the case may be, as though made at and as of such
      time
      (except that such statements shall be deemed to relate to the Offering Document
      as amended and supplemented to such time) or, in lieu of such certificate,
      certificates of the same tenor as the certificates referred to in said
      Section 5(b), modified as necessary to relate to the Offering Document as
      amended and supplemented to the time of delivery of such certificates; provided,
      however, that the relevant Issuer and the Guarantor shall not be required to
      furnish any certificates to any Dealers pursuant to this paragraph at a time
      when the Dealers shall have suspended solicitation of purchases of Notes in
      their capacity as agents pursuant to instructions of such Issuer or the
      Guarantor, unless a Dealer shall then hold any Notes as principal purchased
      under a Terms Agreement; 

     

    (c)
Subsequent
      Delivery of Legal
      Opinions. Each time that the Offering Document shall be amended or
      supplemented with respect to the Notes (other than pursuant to the applicable
      Final Terms or Securities Note (as the case may be) describing the terms of
      a
      particular tranche of Notes), or there is filed with the Commission any annual
      report on Form 10-K incorporated by reference into the Offering Document or,
      if
      so indicated in the applicable Terms Agreement, an Issuer sells Notes to a
      Dealer pursuant to a Terms Agreement, such Issuer and (in the case of Notes
      issued by an Issuer other than GE Capital) the Guarantor shall furnish or cause
      to be furnished promptly to the Dealers a written opinion of Craig T. Beazer,
      Senior Counsel, Treasury Operations and Assistant Secretary of GE Capital or
      such other counsel satisfactory to the Dealers and U.S. Counsel; in the case
      of
      Notes issued by an Issuer other than GE Capital, a written opinion of Local
      Counsel; and/or other counsel satisfactory to the Dealers, dated the date of
      delivery of such opinion, in form satisfactory to the Dealers, of the same
      tenor
      as the opinions referred to in Section 5(a) hereof but modified, as
      necessary, to relate to the Offering Document as amended and supplemented to
      the
      time of delivery of such opinion or, in lieu of such opinion, counsel last
      furnishing such opinion to the Dealers shall furnish the Dealers with a letter
      to the effect that the Dealers may rely on such last opinion to the same extent
      as though it were dated the date of such letter authorizing reliance (except
      that statements in such last opinion shall be deemed to relate to the Offering
      Document as amended and supplemented to the time of delivery of such letter
      authorizing reliance); and 

     

    (d)
Subsequent
      Delivery of
      Accountant’s Letters. Each time that the Offering Document shall be amended
      or supplemented to include additional financial information relating to GE
      Capital or there is filed with the Commission any document incorporated by
      reference into the Offering Document which contains additional financial
      information relating to GE Capital or, if so indicated in the applicable Terms
      Agreement, an Issuer sells Notes to a Dealer pursuant to a Terms Agreement,
      such
      Issuer and (in the case of Notes issued by an Issuer other than GE Capital)
      the
      Guarantor shall cause KPMG LLP promptly to furnish the Dealers a letter, dated
      the date of such amendment or supplement, or the date 

     

    15


    of
      the filing of such document with
      the Commission, or the date of such sale, as the case may be, in form
      satisfactory to the Dealers, of the same tenor as the letter referred to in
      Section 5(c) hereof; provided, however, that if the Offering Document is
      amended or supplemented solely to include financial information as of and for
      a
      fiscal quarter, KPMG LLP may limit the scope of such letter to the unaudited
      financial statements included in such amendment or supplement unless any other
      information included therein of an accounting, financial or statistical nature
      is of such a nature that, in the Dealers’ reasonable judgment, such letter
      should cover such other information. 

     

    SECTION
      7.ADDITIONAL
      COVENANTS OF THE DEALERS. Each Dealer agrees that: 

     

    (a)
Advertising.
      It will not
      place advertisements or publish notices of any kind in any jurisdiction relating
      to any Notes, the offering of any Notes or any other matter relating to this
      Agreement without the prior written consent of the relevant Issuer and (in
      the
      case of Notes issued by an Issuer other than GE Capital) the Guarantor.


     

    (b)
Calculation
      Agent. If
      requested by the relevant Issuer and (in the case of Notes issued by an Issuer
      other than GE Capital) the Guarantor and agreed by such Dealer with respect
      to
      any Notes offered through such Dealer as agent or to such Dealer as principal,
      such Dealer will act as calculation agent (the “Calculation Agent”) with respect
      to such Notes for all purposes. Unless otherwise agreed by such Issuer, the
      Guarantor and the relevant Dealer, the rights and obligations of such Issuer,
      the Guarantor and such Dealer shall, with respect to each instance in which
      such
      Dealer is requested to so act, be governed by the Master Calculation Agent
      Agreement set forth as Exhibit C hereto. 

     

    (c)
Offering
      Materials and
      Information. In connection with its solicitation of purchases of the Notes,
      such Dealer will use only (i) the Offering Document and the documents
      incorporated therein by reference and (if such solicitation involves a
      particular tranche of Notes, from and after the Acceptance Date with respect
      thereto) the applicable Final Terms or Securities Note (as the case may be)
      and
      (ii) information taken from the documents referred to in the preceding
      clause; provided, however, that each Dealer agrees that it has and will have
      sole responsibility for the completeness and accuracy of all such information,
      written or oral, furnished by such Dealer and its agents and employees to
      purchasers and prospective purchasers of the Notes to the extent that such
      information differs in any material way from the presentation of such
      information in the documents referred to in clause (i) above. 

     

    (d)
Stabilization.
      

     

    (i)
      In connection with the
      distribution of any Notes, if the Dealer (if any) designated as Stabilizing
      Manager in the applicable Final Terms or Securities Note (as the case may be)
      undertakes any action in repect of Notes which falls within the definition
      of
“stabilisation” and/or “ancillary stabilisation” set out in the Handbook
      published by the Financial Services Authority, then such Dealer shall not be
      deemed to act as agent of the relevant Issuer or (in the case of Notes issued
      by
      an Issuer other than GE Capital) the Guarantor. Such stabilizing, if commenced,
      may be discontinued at any time. Any loss resulting from over-allotment and
      stabilization shall be borne, and any net profit arising therefrom shall be
      retained, by the Stabilizing Manager for its own account. 

     

    (ii)
      Each Issuer confirms that it
      has been informed of the existence of the informational guidance published
      by
      the United Kingdom Financial Services Authority in relation to stabilization.
      

     

    (iii)
      In relation to any Notes for
      which the Dealer is named as Stabilizing Manager in the applicable Final Terms
      or Securities Note (as the case may be), the Issuer has not issued and will
      not
      issue, without the prior consent of that Dealer, any press or other


     

    16


    public
      announcement referring to the
      proposed issue of Notes unless the announcement adequately discloses the fact
      that stabilizing action may take place in relation to the Notes to be issued.
      

     

    (e)
      Each of the Dealers undertakes
      to, and agrees with, each Irish Issuer that, on request by an Irish Issuer,
      to
      the extent which it is lawfully able to do so, it will provide any information
      it has available to it in order to assist the relevant Irish Issuer in complying
      with any obligations it may have, in relation to the prevention of money
      laundering, under the Criminal Justice Act, 1994 of Ireland or any code of
      best
      practice in such regard. 

     

    (f)
      USA PATRIOT Act compliance. Each
      Dealer hereby certifies that such Dealer has anti-money laundering and
      sanctions-compliance policies and procedures in place in accordance with the
      requirements imposed by the Uniting and Strengthening America by Providing
      Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT
      Act)
      Act of 2001, Pub. L, 107-56, 115 Stat. 380 (October 26, 2001), or any rules
      or
      regulations promulgated thereunder, and legal measures administered by the
      Office of Foreign Assets Control of the United States Department of the
      Treasury, in each case to the extent applicable to such Dealer. Each Dealer
      also
      certifies that such Dealer has implemented an anti-money laundering compliance
      program pursuant to NASD Rule 3011, to the extent applicable to such Dealer.
      

     

    SECTION
      8.INDEMNIFICATION. 

     

    (a)
Indemnification
      of the
      Dealers. The relevant Issuer and (in the case of Notes issued by an Issuer
      other than GE Capital) the Guarantor agrees to jointly and severally indemnify
      and hold harmless each Dealer, each Dealer’s respective directors and officers
      and each person, if any, who controls any Dealer against any and all losses,
      claims, damages and liabilities caused by any untrue statement or alleged untrue
      statement of a material fact contained in the Offering Document (if used within
      the period set forth in Section 3(c) and as amended or supplemented if the
      relevant Issuer or the Guarantor shall have furnished any amendments or
      supplements thereto), or caused by any omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, except insofar as such losses, claims,
      damages or liabilities are caused by any such untrue statement or omission
      or
      alleged untrue statement or omission based upon information furnished in writing
      to such Issuer or the Guarantor by any Dealer expressly for use therein;
      provided, however, that the foregoing indemnity agreement with respect to any
      preliminary offering document (including, without limitation, any preliminary
      offering document supplement) shall not inure to the benefit of any Dealer
      from
      whom the person asserting any such losses, claims, damages or liabilities
      purchased Notes, or any person controlling such Dealer, if a copy of the
      Offering Document (as then amended or supplemented if such Issuer or the
      Guarantor shall have furnished any amendments or supplements thereto) was not
      sent or given by or on behalf of such Dealer to such person at or prior to
      the
      written confirmation of the sale of the Notes to such person, and if the
      Offering Document (as so amended or supplemented) would have cured the defect
      giving rise to such loss, claim, damage or liability. 

     

    (b)
Indemnification
      of the
      Issuers and the Guarantor. Each Dealer agrees, severally and not jointly, to
      indemnify and hold harmless each Issuer, the Guarantor, each of their respective
      directors and officers and any person controlling such Issuer or the Guarantor
      to the same extent as the foregoing indemnity from such Issuer or the Guarantor
      to each Dealer, but only with reference to information relating to such Dealer
      furnished in writing by such Dealer expressly for use in the Offering Document.
      

     

    (c)
General.
      In case any
      proceeding (including any governmental investigation) shall be instituted
      involving any person in respect of which indemnity may be sought pursuant to
      Sections 8(a) or 8(b) hereof, such person (the “indemnified party”) shall
      promptly notify the person against whom such 

     

    17


    indemnity
      may be sought (the
“indemnifying party”) in writing and the indemnifying party, upon request of the
      indemnified party, shall retain counsel reasonably satisfactory to the
      indemnified party to represent the indemnified party and any others the
      indemnifying party may designate in such proceeding and shall pay the reasonable
      fees and expenses of such counsel related to such proceeding. In any such
      proceeding, any indemnified party shall have the right to retain its own
      counsel, but the fees and expenses of such counsel shall be at the expense
      of
      such indemnified party unless (i) the indemnifying party and the
      indemnified party shall have mutually agreed to the retention of such counsel
      or
      (ii) the named parties to any proceeding (including any impleaded parties)
      include both the indemnifying party and the indemnified party and representation
      of both parties by the same counsel would be inappropriate due to actual or
      potential differing interests between them. It is understood that the
      indemnifying party shall not, in connection with any proceeding or related
      proceedings in the same jurisdiction, be liable for the reasonable fees and
      expenses of more than one separate firm (in addition to local counsel) for
      all
      such indemnified parties and that all such fees and expenses shall be reimbursed
      as they are incurred. Such firm shall be designated in writing by the Dealers
      in
      the case of parties indemnified pursuant to Section 8(a) and by GE Capital
      in the case of parties indemnified pursuant to Section 8(b). The
      indemnifying party shall not be liable for any settlement of any proceeding
      effected without its written consent but if settled with such consent or if
      there be a final judgment for the plaintiff, the indemnifying party agrees
      to
      indemnify the indemnified party from and against any loss or liability by reason
      of such settlement or judgment. 

     

    SECTION
      9.CONTRIBUTION. If the indemnification provided for in Section 8
      is unavailable to an indemnified party in respect of any losses, claims, damages
      or liabilities referred to therein, then each indemnifying party, in lieu of
      indemnifying such indemnified party, shall contribute to the amount paid or
      payable by such indemnified party as a result of such losses, claims, damages
      or
      liabilities (i) if the indemnifying party is an Issuer or (in the case of
      Notes issued by an Issuer other than GE Capital) the Guarantor, in such
      proportion as is appropriate to reflect the relative benefits received by the
      relevant Issuer on the one hand and the Dealers on the other from the issue
      and
      sale of the Notes, (ii) if the indemnifying party is a Dealer, in such
      proportion as is appropriate to reflect the relative fault of such Dealer on
      the
      one hand and the relevant Issuer or the Guarantor on the other hand in
      connection with the statements or omissions which resulted in such losses,
      claims, damages or liabilities, or (iii) if the allocation provided by
      clause (i) or clause (ii) above, as the case may be, is not permitted
      by applicable law, in such proportion as is appropriate to reflect not only
      the
      relative benefits referred to in clause (i) above or the relative fault
      referred to in clause (ii) above, as the case may be, but also such
      relative fault (in cases covered by clause (i)) or such relative benefits (in
      cases covered by clause (ii)) as well as any other relevant equitable
      considerations. The relative benefits received by the relevant Issuer on the
      one
      hand and the Dealers on the other hand shall be deemed to be in the same
      proportion as the total sales price received by such Issuer from the sale of
      Notes that are the subject of the claim for indemnification (before deducting
      expenses) bears to the total underwriting discounts and commissions received
      by
      the Dealers from sales of Notes that are the subject of the claim for
      indemnification. The relative fault of the relevant Issuer or the Guarantor
      on
      the one hand and of the Dealers on the other shall be determined by reference
      to, among other things, whether the untrue statement of a fact or the omission
      to state a fact relates to information supplied by such Issuer or the Guarantor
      or statements made or furnished by the Dealers and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission. 

     

    Each
      Issuer, the Guarantor and the
      Dealers agree that it would not be just and equitable if contribution pursuant
      to this Section 9 were determined by pro rata allocation (even if the
      Dealers were treated as one entity for such purpose) or by any other method
      of
      allocation which does not take account of the equitable considerations provided
      for, in the respective cases, in clauses (i), (ii) and (iii) of the
      immediately preceding paragraph. The amount paid or payable by an indemnified
      party as a result of the losses, claims, damages and liabilities referred to
      in
      the immediately preceding paragraph shall be deemed to include, subject to
      the
      limitations set forth above, any legal or other expenses reasonably incurred
      by
      such indemnified party in connection with investigating or defending any such
      

     

    18


    action
      or claim. Notwithstanding the
      provisions of this Section 9, no Dealer shall be required to contribute any
      amount in excess of the amount by which the sum of (i) the total price at
      which any Notes, the purchase of which is the subject of the claim for
      indemnification and which was solicited by such Dealer, were sold by the
      relevant Issuer and (ii) the total price at which any Notes, the purchase
      of which is the subject of the claim for indemnification and which such Dealer
      purchased as principal and distributed to the public, were offered to the
      public, exceeds the amount of any damages which such Dealer has otherwise been
      required to pay by reason of such untrue or alleged untrue statement or omission
      or alleged omission. No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation. The Dealers’ obligations to contribute pursuant to this
      Section 9 are several, in proportion to the respective amounts of Notes
      solicited or purchased by each of such Dealers, and not joint. 

     

    SECTION
      10.OFFERING
      RESTRICTIONS. 

     

    (a)
      Each Dealer hereby represents
      and warrants that it will observe the restrictions included in Exhibit D hereto
      on offers and sales of the Notes and the distribution of documents relating
      to
      the Notes; the terms of Exhibit D are hereby incorporated by reference with
      the
      same effect as if set forth herein in full. Each Issuer and (in the case of
      Notes issued by an Issuer other than GE Capital) the Guarantor may from time
      to
      time amend, modify or supplement the offering restrictions contained in Exhibit
      D pursuant to the procedures set forth in Section 17 hereof. 

     

    (b)
      Without prejudice to the
      provisions of this Section 10 and subject to the obligations of each Issuer
      and the Guarantor set forth in Section 3 of this Agreement, each Issuer and
      the Guarantor shall have no responsibility for, and each Dealer will obtain,
      any
      consent, approval or permission required by such Dealer for the subscription,
      offer, sale or delivery by such Dealer of Notes under the laws and regulations
      in force in any jurisdiction to which such Dealer is subject or in or from
      which
      such Dealer makes any subscription, offer, sale or delivery. 

     

    (c)
      Unless otherwise specified in
      the applicable Final Terms or Securities Note (as the case may be) or the Terms
      Agreement, each Dealer agrees to indemnify and hold harmless each Issuer and
      the
      Guarantor (and, in any underwritten transaction, each other Dealer underwriting
      Notes) and each person controlling such Issuer and the Guarantor (and, in any
      underwritten transaction, each other Dealer underwriting Notes) from and against
      any and all losses, claims, damages and liabilities arising from any breach
      by
      it of the foregoing provisions of this Section 10. 

     

    (d)
      For the purpose of the issue of
      Notes by GEC Australia Funding, each Dealer represents and agrees that it will
      use reasonable endeavors to assist GEC Australia Funding in ensuring that Notes
      to be issued by GEC Australia Funding are offered for sale in such a manner
      which will allow payments of interest (or amounts in the nature of interest)
      on
      the Notes to be exempt from Australian withholding tax under section 128F of
      the
      Income Tax Assessment Act 1936 (“Australian Tax Act”). In
      particular, each Dealer represents and agrees that it will provide GEC Australia
      Funding, within 14 days of receipt of a request from GEC Australia Funding,
      such
      confirmation and other evidence in relation to the Notes issued by GEC Australia
      Funding as it is reasonably able to provide and is reasonably required by GEC
      Australia Funding for the purpose of obtaining an exemption (including by
      self-assessment) under section 128F of the Australian Tax Act or which relate
      to
      a request from the Australian Taxation Office (“ATO”) for
      specific information (and in the latter case, GEC Australia Funding’s request
      must be accompanied by satisfactory evidence of the request from the ATO),
      provided that no Dealer shall be obliged to disclose the identity of any
      purchaser of any Note issued by GEC Australia Funding or any information from
      which such identity would be capable of being ascertained or any information,
      the disclosure of which would be contrary to, or prohibited by, any relevant
      law, regulation or directive. 

     

    19


    SECTION
      11.REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
      All representations, warranties and agreements contained in this Agreement
      or
      any Terms Agreement, or contained in certificates of officers of the relevant
      Issuer and (in the case of Notes issued by an Issuer other than GE Capital)
      the
      Guarantor submitted pursuant hereto, shall remain operative and in full force
      and effect, regardless of any investigation made by or on behalf of the Dealers
      or any controlling person of any Dealer, or by or on behalf of such Issuer
      and
      the Guarantor or any controlling person of such Issuer and the Guarantor, and
      shall survive each delivery of and payment for any of the Notes. 

     

    SECTION
      12.TERMINATION. 

     

    (a)
Termination
      of this
      Agreement. This Agreement may be terminated as to a party for any reason, at
      any time by any party hereto upon the giving of thirty (30) days’ written
      notice of such termination to each other party hereto; provided, however, that
      a
      Dealer’s termination of this Agreement shall terminate the Agreement only
      between itself, the relevant Issuer and (in the case of Notes issued by an
      Issuer other than GE Capital) the Guarantor. 

     

    (b)
Termination
      of a Terms
      Agreement. Notwithstanding anything contained in this Agreement, the
      applicable Dealer or Dealers may, by notice to the relevant Issuer and (in
      the
      case of Notes issued by an Issuer other than GE Capital) the Guarantor,
      terminate any Terms Agreement at any time before the time on the relevant
      Settlement Date when payment would otherwise be due under such Terms Agreement
      to such Issuer in respect of the relevant Notes if: 

     

    
      	 	(i)	in
              the opinion of such Dealer or Dealers, circumstances shall be
              such as: 


    

     

    
      	 	(A)	to
              prevent or to a material extent restrict payment for the Notes
              in the manner contemplated in the Terms Agreement; or



    

     

    
      	 	(B)	to
              a material extent prevent or restrict settlement of transactions
              in the Notes in the market or otherwise; or



    

     

    
      	 	(ii)	in
              the opinion of such Dealer or Dealers, there shall have been:
              


    

     

    
      	 	(A)	any
              change in national or international political, legal, tax or
              regulatory conditions; or 


    

     

    
      	 	(B)	any
              calamity or emergency, 


    

     

    which
      has in its view caused a
      substantial deterioration in the price and/or value of the Notes; 

     

    and,
      upon notice being given, the
      parties to such Terms Agreement shall (except for the liability of the relevant
      Issuer and the Guarantor in relation to expenses as provided in Section 4
      of this Agreement (and, if relevant, as provided in such Terms Agreement) and
      except for any liability arising before or in relation to such termination)
      be
      released and discharged from their respective obligations under this Agreement.
      

     

    (c)
General.
      In the event of
      any such termination, no party will have any liability to the other parties
      hereto or to the other parties to any Terms Agreement so terminated, except
      that
      (i) the Dealers shall be entitled to any commissions in accordance with the
      fourth paragraph of Section 2(a) hereof, (ii) if at the time of
      termination (a) any Dealer shall own any Notes purchased pursuant to a
      Terms Agreement with the intention of reselling them or (b) an offer to
      purchase any of the Notes has been accepted by the relevant Issuer but the
      time
      of delivery to the purchaser or his agent of the Note or Notes relating


     

    20


    thereto
      has not occurred, the
      covenants set forth in Sections 3 and 6 hereof and the offering restrictions
      set
      forth in Section 10 hereof shall remain in effect until such Notes are so
      resold or delivered, as the case may be, and (iii) the provisions of
      Section 4 hereof, the indemnity and contribution agreements set forth in
      Sections 8 and 9 hereof, and the provisions of Sections 11 and 15 hereof shall
      remain in effect. 

     

    SECTION
      13.NOTICES.
      All notices and other communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if mailed or transmitted by any standard form
      of
      telecommunication to the address or telefax number set forth below:


     

    
      	
            	
            	
            
	In
              the case of the Issuers or the Guarantor:
	
            
	General
              Electric Capital Corporation
	260
              Long Ridge Road
	Stamford,
              CT 06927
	Phone:	  	(203)
              357 4000
	Fax:	  	(203)
              357 4975
	Attention:	  	Senior
              Vice President-Corporate
	 	  	Treasury
              and Global Funding Operation
	
            
	GE
              Capital Australia Funding Pty. Ltd.
	572
              Swan Street
	Richmond,
              Victoria 3121
	Australia
	Phone:	  	61
              2
              8249 3582
	Fax:	  	61
              2
              8249 3788
	Attention:	  	Vice
              President
	
            
	
              GE
                Capital Canada Funding
                Company

              c/o
                General Electric Capital
                Canada Inc.

            
	2300
              Meadowvale Blvd.
	Mississauga,
              Ontario
	Canada
              L5N 5P9
	Phone:	  	(905)
              858 5710
	Fax:	  	(905)
              858 5234
	Attention:	  	Secretary
	
            
	GE
              Capital European Funding
	WIL
              House
	Shannon
              Business Park
	Shannon
	Co.
              Clare
	Ireland
	Fax:	  	353
              61
              362010
	Attention:	  	Secretary


    

     

    21


    
      	
            	
            	
            
	GE
              Capital UK Funding
	WIL
              House
	Shannon
              Business Park
	Shannon
	Co.
              Clare
	Ireland
	Fax:	  	353
              61
              362010
	Attention:	  	Frank
              Cantillon, Secretary
	
            
	(in
              each case with a copy to the Guarantor at the address specified
              above)
	
            
	In
              the case of the Dealers:
	
            
	Barclays
              Bank PLC
	5
              The North Colonnade
	Canary
              Wharf
	London
              E14 4BB
	England
	Fax:	  	44
              (0)20 7773 4876
	Attention:	  	MTN
              Dealers
	
            
	Credit
              Suisse First Boston (Europe) Limited
	One
              Cabot Square
	London
              E14 4QJ
	England
	Fax:	  	44
              (0)20 7905 6128
	Attention:	  	MTN
              Trading
	
            
	Goldman
              Sachs International
	Peterborough
              Court
	133
              Fleet Street
	London
              EC4A 2BB
	England
	Fax:	  	44
              (0)20 7774 5711
	Attention:	  	Medium-Term
              Note Desk
	
            
	GE
              Money Bank
	Tour
              Europlaza
	20,
              avenue André Prothin
	92063
              Paris La Défense Cedex
	France
	Fax:	  	33
              1
              47 75 59 04
	Attention:	  	Medium-Term
              Note Desk
	
            
	Merrill
              Lynch International
	Merrill
              Lynch Financial Centre
	2
              King Edward Street
	London
              EC1A 1HQ
	England
	Fax:	  	44
              (0)20 7995 4327
	Attention:	  	EMTN
              Trading and Distribution Desk


    

     

    22


    
      	
            	
            	
            
	UBS
              LIMITED
	1
              Finsbury Avenue
	London
              EC2M 2PP
	England
	Phone:	  	44
              (0)
              20 7567 2479
	Fax:	  	44
              (0)
              20 7568 3349
	Attention:	  	MTNs
              and Private Placements


    

     

    SECTION
      14.PARTIES.
      This Agreement and any Terms Agreement shall inure to the benefit of and be
      binding upon the Dealers, the relevant Issuer, the Guarantor (in the case of
      Notes issued by an Issuer other than GE Capital) and each of their respective
      successors. Nothing expressed or mentioned in this Agreement or any Terms
      Agreement is intended or shall be construed to give any person, firm or
      corporation, other than the parties hereto and their respective successors
      and
      the controlling persons and officers and directors referred to in Sections
      8 and
      9 and their heirs and legal representatives, any legal or equitable right,
      remedy or claim under or in respect of this Agreement or any Terms Agreement
      or
      any provision herein or therein contained. This Agreement and any Terms
      Agreement and all conditions and provisions hereof and thereof are intended
      to
      be for the sole and exclusive benefit of the parties hereto and their respective
      successors and said controlling persons and officers and directors and their
      heirs and legal representatives, and for the benefit of no other person, firm
      or
      corporation, except that purchasers of Notes sold by any Dealer as agent shall
      be entitled to the benefits of Section 5 hereof. No purchaser of Notes
      shall be deemed to be a successor by reason merely of such purchase.


     

    SECTION
      15.GOVERNING
      LAW. This Agreement shall be governed by the laws of the State of New York.
      

     

    SECTION
      16.ACCESSION OF
      ADDITIONAL ISSUERS. The Dealers and the other parties hereto acknowledge and
      agree that one or more additional Issuers (each, an “Additional Issuer”) may
      from time to time accede to this Agreement upon the terms and conditions set
      forth below. On and after the Accession Date (as defined below) with respect
      to
      an Additional Issuer, such Additional Issuer shall be bound by the terms of
      this
      Agreement and shall be entitled to all rights and benefits, and subject to
      all
      duties and obligations, of an Issuer hereunder, except under the circumstances
      provided for in subsection (c) below. 

     

    (a)
Requirements
      as to Additional
      Issuers: Each Additional Issuer shall (i) be a Subsidiary (as
      hereinafter defined) of GE Capital and (ii) only issue Notes which are
      unconditionally and irrevocably guaranteed by GE Capital. As used herein,
“Subsidiary” shall have the same meaning as set forth in Rule 1-02(x) of
      Regulation S-X under the Securities Act. 

     

    (b)
Condition
      Precedent to
      Accession: On or prior to the date on which an Additional Issuer accedes as
      a party to this Agreement (the “Accession Date”), each of the following
      conditions precedents must be fulfilled: (i) the Additional Issuer and the
      Guarantor shall have delivered an Issuer Accession Notice to each Dealer
      substantially in the form annexed hereto as Exhibit E, together with the
      attachments described therein; (ii) each Dealer shall have received legal
      opinions in the form contemplated by Section 5(a)(1), Section 5(a)(3)
      and, if the Additional Issuer is incorporated or organized outside of the United
      States, Section 5(a)(4), or, in the alternative, letters entitling the
      Dealers to rely on the corresponding opinions delivered on the Commencement
      Date, modified as appropriate to reflect the Additional Issuer; (iii) each
      Dealer shall have received an Officers’ Certificate signed by an executive
      officer of the Additional Issuer in the form contemplated by Section


     

    23


    5(b)(ii);
      (iv) in the event any
      Notes to be issued by the Additional Issuer are to be listed on the Official
      List of the UKLA and admitted to trading by the London Stock Exchange or on
      or
      by another stock exchange, competent authority and/or market, confirmation
      that
      listing of any Notes will be granted by such exchange, competent authority
      and/or market subject only to delivery of the Offering Document as most recently
      amended or supplemented; and (v) a supplement or amendment to the Offering
      Document, in form and substance reasonably acceptable to the Dealers, describing
      the Additional Issuer and any other matters related to its accession to the
      Programme. 

     

    (c)
Dealer’s
      Option Not to
      Recognize Accession. If within thirty (30) days of receipt of an Issuer
      Accession Notice as provided for in subsection (b) above, a Dealer
      determines, in its sole discretion, not to solicit offers to purchase Notes
      of
      such Additional Issuer pursuant to subsection 2(a) and 2(b) hereof, then such
      Dealer shall deliver notice to the Guarantor and such Additional Issuer (at
      the
      address set forth in the Issuer Accession Notice) to the effect that such Dealer
      does not intend to recognize such Additional Issuer’s accession to this
      Agreement. Thereafter, such Additional Issuer shall not be deemed to be a party
      to this Agreement solely with respect to such Dealer and such Dealer shall
      have
      no obligation to solicit offers to purchase Notes on behalf of such Issuer.
      

     

    SECTION
      17.AMENDMENTS.
      This Agreement may be amended by an agreement executed by each of the parties
      hereto; provided, however, that if the relevant Issuer elects to issue Notes
      denominated in a currency with respect to which additional selling restrictions
      or amendments to existing selling restrictions or other provisions are required
      to be added to this Agreement, such Issuer and (in the case of Notes issued
      by
      an Issuer other than GE Capital) the Guarantor shall deliver to each Dealer
      a
      notice identifying such currency, an amended version of Exhibit D hereto
      containing such selling restrictions and such other provisions applicable
      thereto. Any such notice shall constitute an amendment to this Agreement to
      add
      such selling restrictions and other provisions and such amendment shall be
      effective on the date it is sent to each Dealer in accordance with the
      provisions of Section 13 hereof. 

     

    SECTION
      18.

     

    If
      the foregoing is in accordance
      with your understanding of our agreement, please sign and return to each Issuer
      (including GE Capital in its capacity as Guarantor of Notes issued by each
      Issuer other than GE Capital) a counterpart hereof, whereupon this instrument
      along with all counterparts will become a binding agreement between the Dealers
      and each such Issuer in accordance with its terms. 

     

    24


    
      	
            	
            	
            
	Very
              truly yours,
	
            
	GENERAL ELECTRIC CAPITAL CORPORATION
	
            	
            
	By:	 	
              /s/
                Kathryn A. Cassidy 

            
	Name:	 	Kathryn
              A. Cassidy
	Title:	 	Senior
              Vice President Corporate Treasury
	 	 	and
              Global Funding Operation
	
            
	GE
              CAPITAL AUSTRALIA FUNDING PTY.
              LTD.
	
            	
            
	By:	 	
              
                /s/
                  Kathryn A. Cassidy 

              

            
	Name:	 	Kathryn
              A. Cassidy
	Title:	 	Authorized
              Signatory
	
            
	GE
              CAPITAL CANADA FUNDING COMPANY
	
            	
            
	By:	 	
              /s/ Mark
                S. Barber 

            
	Name:	 	Mark
              S. Barber
	Title:	 	Vice
              President
	
            
	GE
              CAPITAL EUROPEAN FUNDING
	
            	
            
	By:	 	
              /s/
                Patrick Gilmartin

            
	Name:	 	Patrick
              Gilmartin
	Title:	 	Director/Authorized
              Signatory
	
            
	GE
              CAPITAL UK FUNDING
	
            	
            
	By:	 	
              /s/ Patrick
                Gilmartin 

            
	Name:	 	Patrick
              Gilmartin
	Title:	 	Director/Authorized
              Signatory


    

     

    25


    
      	
            	
            	
            
	CONFIRMED
              AND ACCEPTED,
	as
              of the date first above written:
	
            
	BARCLAYS
              BANK PLC
	
            	
            
	By:	 	
              /s/ Louise
                E. Kelly 

            
	Name:	 	Louise
              E. Kelly
	Title:	 	Manager
	
            
	CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
	
            	
            
	By:	 	
              
                /s/ Eva
                  Kysely 

              

            
	Name:	 	Eva
              Kysely
	Title:	 	Assistant
              Vice President
	
            
	GE
              MONEY BANK
	
            	
            
	By:	 	
              
                /s/
                  Xavier Durand 

              

            
	Name:	 	Xavier
              Durand
	Title:	 	President
	
            
	GOLDMAN
              SACHS INTERNATIONAL
	
            	
            
	By:	 	
              /s/
                Burkumola Sofola

            
	Name:	 	Burkumola
              Sofola
	Title:	 	
              Authorized
                Signatory 

            
	
            
	MERRILL
              LYNCH INTERNATIONAL
	
            	
            
	By:	 	
              
                /s/
                  Victoria Emmerson

              

            
	Name:	 	
              
                
                  Victoria
                    Emmerson

                

              

            
	Title:	 	
              Authorized
                Signatory 

            


    

     

    26


    
      	
            	
            	
            
	UBS
LIMITED
	
            	
            
	By:	 	
              /s/ Burt
                Suer 

            
	Name:	 	
              
                
                  Burt
                    Suer 

                

              

            
	Title:	 	
              Executive
                Director

            
	
            	
            
	By:	 	
              
                /s/ Aiden
                  Small 

              

            
	Name:	 	
              
                
                  Aiden
                    Small 

                

              

            
	Title:	 	
              
                
                  Director
                    

                

              

            


    

     

    27


    EXHIBIT
      A


     

    [Principal
      Amount] 

     

    [GENERAL
      ELECTRIC CAPITAL
      CORPORATION] 

    [RELEVANT
      ISSUER]


     

    Euro
      Medium-Term Notes or
      Other Debt Securities 

     

    [Guaranteed
      by GENERAL
      ELECTRIC CAPITAL CORPORATION] 

     

    TERMS
      AGREEMENT


     

    [DATE]


     

    GENERAL
      ELECTRIC CAPITAL CORPORATION


    260
      Long Ridge Road 

    Stamford,
      Connecticut 06927


    Attention:
      Senior Vice
      President-Corporate 

                     Treasury
      and Global Funding Operation 

     

    [RELEVANT
      ISSUER] 

     

    [Address]


     

    Attention:


     

    
      	Re:	Seventh
              Amended and Restated Distribution
              Agreement


    

    Dated
      July 1,
      2005

     

    Each
      of the undersigned (the
“Managers”) agrees to purchase the principal amount of bearer
      Euro-Medium Term Notes [or Other Debt Securities] ([Final Terms No.
      [        ]/Securities Note No.
      [        ]]), set forth opposite its
      name on Schedule I hereto, having the following terms: 

     

    Issuer:


    [Guarantor:]


    Maturity
      Date: 

    Principal
      Amount: 

    Issue
      Price: 

    Settlement
      Date and Time: 3:00 p.m.,
      London time, on
                                        
        

    Place
      of Delivery: Offices of [Name
      of relevant Manager and Address] 

    [Settlement
      Date and Time: 11:00
      a.m., Greenwich Mean time, on
      [            ].]


    Place
      of Delivery of Proceeds:


    Issue
      Date: 

    Specified
      Currency: 

    Ranking:


    Interest
      Rate: 

    Interest
      Commencement Date and
      Determination Dates [Fixed Rate Notes only]: 

    Day
      Count Fraction: 

    Interest
      Payments: 

    Redemption
      at the option of the
      Company: 

     

    A-1


    Repayment
      at the option of the
      holder: 

    Combined
      management and underwriting
      commission: 

    Selling
      concession: 

    Denominations
      of Definitive Notes:


    Listing:


    Other
      Terms (including any
      additional selling restrictions): 

     

    For
      the purposes of the Notes being
      purchased hereby, any Manager party to this Terms Agreement that is not named
      as
      a Dealer in the Distribution Agreement referenced above is hereby appointed
      a
      Dealer thereunder solely with respect to the Notes and any such Manager agrees
      to be bound by the terms of the Distribution Agreement as it applies to the
      distribution of the Notes. 

     

    [The
      certificate[s] referred to in
      Section 5(b) of the Distribution Agreement, the opinion[s] referred to in
      Sections 5(a)(1) and 5(a)(4) of the Distribution Agreement [and the accountants’
letter referred to in Section 5(c) of the Distribution
      Agreement]1
      will be required.] 

     

    [In
      the event that any Manager
      desires to use any dealer or selling group to distribute any portion of its
      allotment of the Notes, then any such Manager shall cause such dealer or selling
      group member to agree in writing, for the benefit of the Issuer [and General
      Electric Capital Corporation in its capacity as Guarantor], to comply with
      all
      applicable terms of the Distribution Agreement and this Terms Agreement relating
      to the distribution of the Notes.] 

     

    
      	
            	
            	
            
	[NAME
              OF MANAGERS]
	
            	
            
	By:	 	
               

              

            
	Name:	 	 
	Title:	 	 


    

     

    
      	
            	
            	
            
	Accepted:
	
            
	GENERAL
              ELECTRIC CAPITAL CORPORATION
	
            	
            
	By:	 	
               

              

            
	Name:	 	 
	Title:	 	 
	
            
	[RELEVANT
              ISSUER]
	
            	
            
	By:	 	
               

              

            
	Name:	 	 
	Title:	 	 
	 	 	 


    

     

    

    
      	1	May
              only be required for issues the principal amount
              of which exceeds US$100,000,000 or its equivalent in other currencies,
              unless otherwise agreed. 


    

     

    A-2


    SCHEDULE
      I 

     

    
      	
            	
            	
            
	
              Name
                of
                Managers

              

            	 	
              Principal
                Amount

              

            


    

     

    A-3


    EXHIBIT
      B


     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

    AND
      AFFILIATES


     

    EURO
      MEDIUM-TERM NOTES AND
      OTHER DEBT SECURITIES 

     

    ADMINISTRATIVE
      PROCEDURES


     

    July 1,
      2005


     

    Reference
      is made to
      Section 2(c) of the Seventh Amended and Restated Euro Medium-Term Note
      Distribution Agreement, dated July 1, 2005 (as the same may be further
      amended or supplemented from time to time, the “Distribution Agreement”)
      pursuant to which Euro Medium-Term Notes and other debt securities (the “Notes”)
      are to be offered on a continuous basis by General Electric Capital Corporation
      (“GE Capital”), and each of the other Issuers named therein or made a party
      thereto from time to time (together with GE Capital, each an “Issuer”). Notes
      issued by each Issuer other than GE Capital will be unconditionally and
      irrevocably guaranteed by GE Capital (the “Guarantor”). Each of the Dealers
      named in the Distribution Agreement (each a “Dealer”) has agreed to use it best
      efforts to solicit offers to purchase the Notes. Each Dealer, as principal,
      may
      also purchase Notes for its own account and if it does so, the relevant Issuer,
      the Guarantor and such Dealer will enter into a terms agreement, as contemplated
      by the Distribution Agreement. Each Issuer and the Guarantor has reserved the
      right in the Distribution Agreement from time to time to appoint one or more
      additional persons either to solicit purchases of Notes from the relevant Issuer
      by others or to purchase Notes directly from the relevant Issuer as principal
      for resale to others, and any reference herein to “Dealer” shall include each
      such additional persons. 

     

    The
      Notes will be issued under a
      Seventh Amended and Restated Fiscal and Paying Agency Agreement dated as of
      July 1, 2005, among each Issuer (including GE Capital in its capacity as
      Guarantor of Notes issued by an Issuer other than GE Capital), JPMorgan Chase
      Bank, N.A., as fiscal agent (in such capacity, the “Fiscal Agent”) and principal
      paying agent (in such capacity, the “Principal Paying Agent”), J.P. Morgan Bank
      Luxembourg S.A., as initial registrar and Luxembourg transfer agent, as further
      amended or supplemented from time to time (the “Fiscal Agency Agreement”).
      Unless otherwise specified with respect to a particular series of Notes, the
      Fiscal Agent will also act as the authenticating agent (the “Authenticating
      Agent”) for the Notes. J.P. Morgan Bank Luxembourg S.A. will be the Registrar
      for the Registered Notes (as defined below) and will also perform the duties
      specified herein and in the Fiscal Agency Agreement. JPMorgan Chase Bank, N.A.
      will also act as Calculation Agent with respect to the Notes unless a different
      Calculation Agent is appointed by an Issuer or the Guarantor with respect to
      a
      specific series of Notes. If the relevant Issuer issues any Notes denominated
      in
      Hong Kong dollars, the Principal Paying Agent will act through one of its
      branches or agencies located outside of Hong Kong and will request of Euroclear
      and Clearstream, Luxembourg (each as defined below) that the common depositary
      act through an office outside of Hong Kong, or as may otherwise be required
      by
      applicable laws or regulations. 

     

    B-1


    Series
      of Notes may be issued that
      will not be listed on any stock exchange. As used herein, the term “series of
      Notes” shall refer to all Notes having identical terms but for authentication
      date and public offering price, and the term “tranche of Notes” shall refer to
      all Notes having identical terms, including authentication date and public
      offering price. 

     

    Notes
      will bear interest at a fixed
      rate per annum (the “Fixed Rate Notes”), which may be zero in the case of
      certain original issue discount notes (the “OID Notes”), or at floating rates
      per annum (the “Floating Rate Notes”). Notes may be denominated in any currency,
      subject to any applicable laws and regulations (the “Specified Currency”).
      Unless otherwise specified in the applicable Final Terms or Securities Note
      (as
      the case may be) (each as defined below), the Notes of each tranche will be
      in
      bearer form (“Bearer Notes”) and will initially be represented by one or more
      temporary global Notes (each, a “Temporary Global Note”), without interest
      coupons attached, and delivered to a common depositary located outside the
      United States (the “Common Depositary”) for Euroclear Bank S.A./N.V., as
      operator of the Euroclear System (“Euroclear”) and Clearstream Banking, socitété
anonyme (“Clearstream, Luxembourg”) and subsequently by a permanent global Note
      (each, a “Permanent Global Note”) and/or one or more definitive Bearer Notes
      (each, a “Definitive Bearer Note”), with coupons, if any, attached. References
      to “Bearer Notes” shall, except where otherwise indicated, include interests in
      a Temporary Global Note or Permanent Global Note as well as Definitive Bearer
      Notes and any coupons attached thereto. If specified in the applicable Final
      Terms or Securities Note (as the case may be), Notes may also be issued in
      fully
      registered form (“Registered Notes”). If so specified in the applicable Final
      Terms or Securities Note (as the case may be), a tranche or series of Notes
      may
      also be held in alternative clearance systems. 

     

    The
      Notes may be described in an
      Offering Document prepared by each Issuer (including GE Capital in its capacity
      as Guarantor of Notes issued by an Issuer other than GE Capital), which may
      be
      amended from time to time (the “Offering Document”). The terms of each tranche
      of Notes issued under the Fiscal Agency Agreement will be described in either:
      

     

    
      	 	(i)	a
              supplement to the Prospectus (each such supplement hereinafter
              referred to as the “Final Terms”). The term “Prospectus” is used herein to
              describe the Prospectus together with the applicable Final Terms unless
              the context otherwise requires; or 


    

     

    
      	 	(ii)	a
              supplement to the Registration Document (each supplement
              hereinafter referred to as the “Securities Note”). The term “Registration
              Document” is used herein to describe the Registration Document together
              with the applicable Securities Note unless the context otherwise requires.
              


    

     

    In
      case of any conflict between
      these Administrative Procedures and either the Distribution Agreement or the
      Fiscal Agency Agreement, the terms of the Distribution Agreement or the Fiscal
      Agency Agreement, respectively, shall govern. Capitalized terms used but not
      defined herein shall have the meanings assigned to such terms in the
      Distribution Agreement or in the Fiscal Agency Agreement. 

     

    B-2


    ADMINISTRATIVE
      PROCEDURES


     

    
      	
            	
            	
            
	Issuance:	  	Bearer
              Notes. Each Bearer Note will be dated and issued as
              of the date of authentication by the Fiscal Agent. Each Note will bear
              an
              original issue date, which will be (i) with respect to a Temporary
              Global
              Note (or any portion thereof), the date of its original issue as specified
              in such Temporary Global Note or (ii) with respect to any Permanent
              Global
              Note or Definitive Bearer Note (or portion thereof) issued subsequently
              upon transfer or exchange of a Bearer Note or in lieu of a destroyed,
              lost
              or stolen Bearer Note, the original issue date of the predecessor Bearer
              Note, regardless of the date of authentication of such subsequently
              issued
              Bearer Note.
	
            	
            
	 	  	Each
              Bearer Note issued by an Irish Issuer with a maturity of less than
              one
              year shall carry the title “Commercial Paper”, include a statement to the
              effect that it is guaranteed and identify the Guarantor by name and
              bear
              the following legend:
	
            	
            
	 	  	“This
              Note is issued in accordance with an exemption granted by the Irish
              Financial Services Regulatory Authority as a constituent part of the
              Central Bank and Financial Services Authority of Ireland (“IFSRA”) under
              section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted
              by
              section 31 of the Central Bank Act, 1989 of Ireland, as amended by
              section
              70(d) of the Central Bank Act, 1997 of Ireland. [Insert name of
              relevant Irish Issuer] is not regulated by IFSRA arising from the
              issue of Notes. An investment in Notes issued by [insert name of
              relevant Irish Issuer] with a maturity of less than one year does not
              have the status of a bank deposit and is not within the scope of the
              Deposit Protection Scheme operated by IFSRA.”
	
            	
            
	 	  	Registered
              Notes. Except as described below, each Registered
              Note will be dated and issued as of the date of its authentication
              by the
              Authenticating Agent. Each Registered Note will bear an original issue
              date, which will be (i) with respect to an original Registered Note
              (or
              any portion thereof), its original issuance date (which will be the
              settlement date), (ii) with respect to any Registered Note (or portion
              thereof) issued subsequently upon transfer or exchange of a Registered
              Note or in lieu of a destroyed, lost or stolen Registered Note, the
              original issuance date of the predecessor Registered Note, regardless
              of
              the date of authentication of such subsequently issued Registered Note
              and
              (iii) with respect to any Registered Note (or portion thereof) issued
              in
              exchange for an interest in a Permanent Global Note, the last date
              on
              which interest was paid on such Permanent Global Note or any predecessor
              Note.


    

     

    B-3


    
      	
            	
            	
            
	
            	
            
	 	  	Each
              Registered Note issued by an Irish Issuer with a maturity of less than
              one
              year shall carry the title “Commercial
              Paper”, include a statement to the effect that
              it is guaranteed and identify the Guarantor by name and bear the following
              legend:
	
            	
            
	 	  	“This
              Note is issued in accordance with an exemption granted by IFSRA under
              section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted
              by
              section 31 of the Central Bank Act, 1989 of Ireland, as amended by
              section
              70(d) of the Central Bank Act, 1997 of Ireland. [Insert name of
              relevant Irish Issuer] is not regulated by IFSRA arising from the
              issue of Notes. An investment in Notes issued by [insert name of
              relevant Irish Issuer] with a maturity of less than one year does not
              have the status of a bank deposit and is not within the scope of the
              Deposit Protection Scheme operated by IFSRA.”
	
            	
            
	Registration:	  	Registered
              Notes will be issued only in fully registered form
              without coupons.
	
            	
            
	Guarantee:	  	Each
              Note issued by an Issuer other than GE Capital will have the Guarantee
              of
              the Guarantor endorsed thereon.
	
            	
            
	Transfers
              and Exchanges:	  	Bearer
              Notes. For so long as any of the Notes are
              represented by a global Note, each person who is for the time being
              shown
              in the records of Euroclear or Clearstream, Luxembourg as the holder
              of a
              particular principal amount of Notes (in which regard any certificate
              or
              other document issued by Euroclear or Clearstream, Luxembourg as to
              the
              principal amount of such Notes standing to the account of any person
              shall
              be conclusive and binding for all purposes except in the case of manifest
              error) shall be treated as the holder of such principal amount of such
              Notes for all purposes other than with respect to the payment of principal
              or interest on the Notes, the right to which shall be vested, as against
              the Issuers, the Fiscal Agent and any Paying Agent solely in the bearer
              of
              the relevant global Note in accordance with and subject to its terms.
              Transfers of interests in a Temporary or Permanent Global Note will
              be
              made by Euroclear or Clearstream, Luxembourg in accordance with its
              customary operating procedures. Title to definitive Bearer Notes and
              coupons will pass by physical delivery. The bearer of each coupon,
              whether
              or not attached to a definitive Bearer Note, shall be subject to and
              bound
              by all the provisions contained in the definitive Bearer Note to which
              such coupon relates. The bearer


    

     

    B-4


    
      	
            	
            	
            
	
            	
            
	 	  	of
              any
              definitive Bearer Note and any coupon may, to the fullest extent permitted
              by applicable law, be treated at all times, by all persons and for
              all
              purposes as the absolute owner of such definitive Bearer Note or coupon,
              as the case may be, regardless of any notice of ownership, theft or
              loss
              or of any writing thereon. Bearer Notes may be exchanged, if so provided
              in the applicable Final Terms or Securities Note (as the case may be),
              for
              Registered Notes.
	
            	
            
	 	  	Registered
              Notes. A Registered Note may be presented for
              transfer or exchange at the corporate trust office of the Registrar
              or any
              Transfer Agent appointed under the Fiscal Agency Agreement. Registered
              Notes will be exchangeable for other Registered Notes having identical
              terms but different denominations without service charge. Registered
              Notes
              will not be exchangeable for Bearer Notes.
	
            	
            
	Maturities:	  	Each
              Note will mature on a date from nine months or more from its date of
              issue; provided, however, Notes denominated in Specified Currencies
              other
              than US dollars may be subject to restrictions on maturities as provided
              for in the Distribution Agreement or as otherwise may be required by
              regulations of the applicable central bank or similar monetary authority
              of the country issuing the Specified Currency.
	
            	
            
	Specified
              Currency:	  	The
              currency denomination with respect to any Note and the payment of interest
              and the repayment of principal with respect to any such Note shall
              be as
              set forth therein and in the applicable Final Terms or Securities Note
              (as
              the case may be).
	
            	
            
	Denominations:	  	Notes
              will be issued in such denominations as may be agreed between the Issuer
              and the relevant Dealer(s) and as indicated in the applicable Final
              Terms
              or Securities Note (as the case may be) provided always that (i) the
              minimum denomination of each Note will be such as may be allowed or
              required from time to time by the relevant central bank (or equivalent
              body) or any laws or regulations applicable to the relevant Specified
              Currency; and (ii) Notes issued by an Irish Issuer will be subject
              to a
              minimum denomination of €1,000 (or the equivalent in another Specified
              Currency).
	
            	
            
	Global
              Notes and Definitive Bearer and Registered Notes:	  	
               

              Until
                the 40th day following
                the date of issuance of any tranche of Bearer Notes or such other
                date as
                may be required to comply with the terms of Regulation S (“Regulation S”)
                under the U.S. Securities Act of 1933, as amended, as described in
                the
                Distribution Agreement (the “Exchange Date”), and until
                Final

            


    

     

    B-5


    
      	
            	
            	
            
	 	  	Certification
              (as defined below) in accordance with TEFRA D as
              described in the Distribution Agreement, such tranche of Bearer Notes
              will
              be represented by one or more Temporary Global Notes in bearer form
              without interest coupons. The relevant Issuer shall execute, and upon
              the
              instructions of the relevant Issuer the Authenticating Agent shall
              complete and authenticate, such Temporary Global Note upon the same
              conditions and in substantially the same manner, and with the same
              effect,
              as an individual definitive Bearer Note. On or prior to the settlement
              date (which will normally be the original issue date) with respect
              to such
              Notes, the Authenticating Agent shall deposit the Temporary Global
              Note
              with the Common Depositary in the manner specified below under “Settlement
              Procedures; Bearer Notes”. The interest of each beneficial owner of Bearer
              Notes represented by such Temporary Global Note will be credited to
              the
              appropriate account with Euroclear or Clearstream, Luxembourg, as
              specified below under “Interest — General; Bearer Notes”.
	
            	
            
	 	  	On
              or
              after the Exchange Date and provided that Final Certification (as
              described below) has occurred, the interest of the beneficial owners
              of
              the Notes represented by the Temporary Global Note shall be cancelled
              and
              such interests shall thereafter be represented by a Permanent Global
              Note
              or Definitive Bearer Notes or, if provided in the applicable Final
              Terms
              or Securities Note (as the case may be), by definitive Registered Notes.
              The interest of each beneficial owner of Bearer Notes represented by
              a
              Permanent Global Note will be credited to the appropriate account with
              Euroclear or Clearstream, Luxembourg.
	
            	
            
	 	  	The
              beneficial owner of an interest in a Permanent Global Note may, at
              any
              time, upon 30 days’ written notice to the Fiscal Agent as provided in the
              Fiscal Agency Agreement given by such beneficial owner through either
              Euroclear or Clearstream, Luxembourg, as the case may be, exchange
              its
              beneficial interest in such Permanent Global Note for one or more
              Definitive Bearer Notes (or, if provided in the applicable Final Terms
              or
              Securities Note (as the case may be), a Registered Note) equal in
              aggregate principal amount to such beneficial interest. Upon receipt
              by
              the Fiscal Agent of an initial request to exchange an interest in a
              Permanent Global Note for a Definitive Bearer Note or Notes, all other
              interests in such Permanent Global Note shall, so long as Euroclear
              or
              Clearstream, Luxembourg shall so require, be exchanged for Definitive
              Bearer Notes. Such exchange shall occur at no expense to the beneficial
              owners as soon as practicable after the receipt of the initial request
              for
              Definitive Bearer Notes. After such exchange has occurred, all
              remaining


    

     

    B-6


    
      	
            	
            	
            
	
            	
            
	 	  	interests
              in the Temporary Global Note will be exchangeable only
              for definitive Bearer Notes or (if so provided in the applicable Final
              Terms or Securities Note (as the case may be)) for definitive Registered
              Notes.
	
            	
            
	 	  	In
              all
              events, Bearer Notes will be delivered by the Fiscal Agent only outside
              the United States to non-US persons.
	
            	
            
	Final
              Certification:	  	Final
              Certification with respect to a Temporary Global Note shall mean the
              delivery by Euroclear or Clearstream, Luxembourg, as the case may be,
              to
              the Fiscal Agent of a signed certificate (a “Clearance System
              Certificate”) in substantially the form set forth in Exhibit B-1 to the
              Fiscal Agency Agreement with respect to the Notes being exchanged,
              dated
              no earlier than the Exchange Date for such Notes, to the effect that
              Euroclear or Clearstream, Luxembourg, as the case may be, has received
              certificates (“Certificates of Non-U.S. Beneficial Ownership”) in the form
              substantially set forth in Exhibit B-2 to the Fiscal Agency Agreement
              with
              respect to each of such Notes, which Certificates of Non-U.S. Beneficial
              Ownership shall be dated no earlier than ten days before the Exchange
              Date
              and shall be delivered by the account holders appearing on its records
              as
              entitled to such Notes.
	
            	
            
	Interest:	  	The
              following is a summary of terms of the Notes with respect to interest
              and
              is for informational purposes only; the terms of each Note as described
              in
              the applicable Final Terms and the Prospectus (in the case of Notes
              issued
              by way of the Prospectus) or the applicable Securities Note and
              Registration Document (in the case of Notes issued by way of the
              Registration Document) shall govern in the case of any conflict with
              the
              provisions set forth below. Terms used but not defined herein shall
              have
              the meanings assigned to them in the Offering Document.
	
            	
            
	 	  	General:
              Bearer Notes. Interest on each Bearer Note will
              accrue from and including the original issue date of such Note for
              the
              first interest period and from and including the most recent date to
              which
              interest has been paid for all subsequent interest periods. Each payment
              of interest on a Bearer Note will include interest accrued from and
              including the next preceding Interest Payment Date in respect of which
              interest has been paid (or from and including the date of issue, if
              no
              interest has been paid) to but excluding the Interest Payment Date;
              provided, however, that in the case of Floating Rate Notes on which
              the
              interest rate is reset daily or weekly, each interest payment will
              include
              interest accrued from and including the date of issue or from
              but


    

     

    B-7


    
      	
            	
            	
            
	
            	
            
	 	  	excluding
              the fifteenth calendar day preceding the next preceding
              Interest Payment Date (whether or not such fifteenth calendar day is
              a
              Business Day), unless otherwise specified in the applicable Final Terms
              or
              Securities Note (as the case may be); and provided, further, that interest
              in respect of any Interest Payment Date on any interest in a Temporary
              Global Note for which Final Certification has not been made shall not
              be
              paid until the occurrence of the earlier of (1) Final Certification
              with
              respect to such interest in such Temporary Global Note and (2) in the
              case
              of an Interest Payment Date occurring between the original issue date
              and
              the Exchange Date, delivery by Euroclear or Clearstream, Luxembourg,
              as
              the case may be, to the Fiscal Agent of a Clearing System Certificate
              dated no earlier than such Interest Payment Date to the effect that
              Euroclear or Clearstream, Luxembourg, as the case may be, has received
              Certificates of Non-U.S. Beneficial Ownership with respect to such
              interests in the Temporary Global Note, which Certificates of Non-U.S.
              Beneficial Ownership shall have been dated no earlier than ten days
              before
              such Interest Payment Date and shall be signed by the account holders
              appearing on its records as entitled to such Notes.
	
            	
            
	 	  	Fixed
              Rate Bearer Notes. Unless otherwise specified in the
              applicable Final Terms or Securities Note (as the case may be), interest
              payments on Fixed Rate Bearer Notes will be made on the dates specified
              in
              the applicable Final Terms or Securities Note (as the case may be)
              and at
              maturity or upon any earlier redemption or repayment.
	
            	
            
	 	  	Floating
              Rate Bearer Notes. Interest payments will be made
              on Floating Rate Bearer Notes monthly, quarterly, semi-annually or
              annually. Except as provided below or as specified in the applicable
              Final
              Terms or Securities Note (as the case may be), interest will be payable,
              in the case of Floating Rate Bearer Notes with a daily, weekly or monthly
              Interest Reset Date, on the third Wednesday of each month or on the
              third
              Wednesday of March, June, September and December, as specified pursuant
              to
              “A” under “Settlement Procedures; Bearer Notes” below (“Settlement
              Procedure “A” “); in the case of Notes with a quarterly Interest Reset
              Date, on the third Wednesday of March, June, September and December
              of
              each year; in the case of Notes with a semi-annual Interest Reset Date,
              on
              the third Wednesday of the two months specified pursuant to Settlement
              Procedure “A” and in the case of Notes with an annual Interest Reset Date,
              on the third Wednesday of the month specified pursuant to Settlement
              Procedure “A” and, in each case, on the Maturity Date. If any such
              Interest Payment Date is not a Business Day, the provisions set forth
              under “Payments of Principal and Interest — Bearer Notes” shall
              apply.


    

     

    B-8


    
      	
            	
            	
            
	
            	
            
	 	  	General:
              Registered Notes. Interest on each Registered Note
              will accrue from and including the original issue date of such Note
              for
              the first interest period and from and including the most recent date
              to
              which interest has been paid for all subsequent interest periods. Each
              payment of interest on a Registered Note will include interest accrued
              from and including the next preceding Interest Payment Date in respect
              of
              which interest has been paid (or from and including the date of issue,
              if
              no interest has been paid) to but excluding the Interest Payment Date,
              provided, however, that in the case of Floating Rate Notes which reset
              daily or weekly, interest payments will include interest from and
              including the date of issue or from but excluding the last Regular
              Record
              Date to which interest has been paid, as the case may be, through and
              including the Regular Record Date next preceding the Interest Payment
              Date, unless otherwise specified in the applicable Final Terms or
              Securities Note (as the case may be); and provided, further, that at
              the
              Maturity Date, the interest payable will include interest accrued to
              but
              excluding the Maturity Date.
	
            	
            
	 	  	Fixed
              Rate Registered Notes. Unless otherwise specified in
              the applicable Final Terms or Securities Note (as the case may be),
              interest payments on Fixed Rate Registered Notes will be made on the
              dates
              specified in the applicable Final Terms or Securities Note (as the
              case
              may be) and at the Maturity Date; provided, however, that in the case
              of
              Registered Fixed Rate Notes issued between a Regular Record Date and
              an
              Interest Payment Date, the first interest payment will be made on the
              Interest Payment Date following the next succeeding Regular Record
              Date.
	
            	
            
	 	  	Floating
              Rate Registered Notes. Interest payments will be
              made on Floating Rate Registered Notes monthly, quarterly, semiannually
              or
              annually. Except as provided below or as specified in the applicable
              Final
              Terms or Securities Note (as the case may be), interest will be payable,
              in the case of Floating Rate Registered Notes with a daily, weekly
              or
              monthly Interest Reset Date, on the third Wednesday of each month or
              on
              the third Wednesday of March, June, September and December, as specified
              pursuant to “AA” below under “Settlement Procedures; Registered Notes”
              (“Settlement Procedure “AA” “); in the case of Notes with a quarterly
              Interest Reset Date, on the third Wednesday of March, June, September
              and
              December of each year; in the case of Notes with a semi-annual Interest
              Reset Date, on the third Wednesday of the two months specified pursuant
              to


    

     

    B-9


    
      	
            	
            	
            
	
            	
            
	 	  	Settlement
              Procedure “AA”; and in the case of Notes with an annual
              Interest Reset Date, on the third Wednesday of the month specified
              pursuant to Settlement Procedure “AA” and, in each case, on the Maturity
              Date; provided, however, that in the case of Registered Floating Rate
              Notes issued between a Regular Record Date and an Interest Payment
              Date,
              the first interest payment will be made on the Interest Payment Date
              following the next succeeding Record Date. If any such Interest Payment
              Date is not a Business Day, the provisions set forth under “Payments of
              Principal and Interest — Registered Notes” shall apply.
	
            	
            
	Disclosure
              under Interest Act (Canada):	  	In
              the
              case of Notes issued by GEC Canada Funding whenever it is necessary
              to
              compute any amount of interest in respect of the Notes for a period
              of
              less than a full year, such interest shall be calculated on the basis
              of a
              360-day year consisting of 12 months of 30 days each. For purposes
              only of
              disclosure under the Interest Act (Canada), the yearly rate of
              interest to which interest so calculated is equivalent is the interest
              rate set forth herein multiplied by a fraction the numerator of which
              is
              the number of days in the calendar year in which the same is to be
              ascertained and the denominator of which is 360.
	
            	
            
	Calculation
              of Interest:	  	The
              following is a summary of terms of the Notes with respect to the
              calculation of interest and is for informational purposes only; the
              terms
              of each Note as described in the applicable Final Terms and the Prospectus
              (in the case of Notes issued by way of the Prospectus) or the applicable
              Securities Note and Registration Document (in the case of Notes issued
              by
              way of the Registration Document) shall govern in the case of any conflict
              with the provisions set forth below. Terms used but not defined herein
              shall have the meanings assigned to them in the Offering
              Document.
	
            	
            
	 	  	Fixed
              Rate Notes. Interest will be calculated as specified
              in either (i) the Prospectus or as modified in the applicable Final
              Terms
              or (ii) the Securities Note (as the case may be).
	
            	
            
	 	  	Floating
              Rate Notes. Interest will be calculated as
              specified in either (i) the Prospectus or as modified in the applicable
              Final Terms or (ii) the Securities Note (as the case may be).
	
            	
            
	Payments
              of Principal and Interest:	  	
               

              The
                following is a summary of
                terms of the Notes with respect to the payment of principal and interest
                and is for informational purposes only; the terms of each Note (as
                described in either (i) the Final Terms and the Prospectus or (ii)
                the
                Registration Document and the Securities Note (as the case may be))
                and
                the

            


    

     

    B-10


    
      	
            	
            	
            
	
            	
            
	 	  	Fiscal
              Agency Agreement shall govern in the case of any conflict with the
              provisions set forth below. Terms used but not defined herein shall
              have
              the meanings assigned to them in the Fiscal Agency Agreement.
	
            	
            
	 	  	Bearer
              Notes. Except as otherwise provided in the Bearer
              Notes, payment of the principal amount of each Bearer Note at the Maturity
              Date thereof will be made only upon presentation and surrender of such
              Bearer Note to the Principal Paying Agent or any Paying Agent outside
              the
              United States. Such payment, together with payment of interest due
              at the
              Maturity Date of such Note, will be made in funds available for immediate
              use by the Principal Paying Agent or such Paying Agent and in turn
              by the
              holder of such Note. Bearer Notes presented to the Principal Paying
              Agent
              or a Paying Agent at the Maturity Date for payment will be cancelled
              or
              destroyed by such paying agent and delivered to the relevant Issuer
              with a
              certificate of cancellation or destruction, as applicable. All interest
              payments on a Bearer Note (other than interest due at the Maturity
              Date)
              will be made by check drawn on the Principal Paying Agent (or another
              person appointed by the Principal Paying Agent) and delivered to an
              address outside the United States by the Principal Paying Agent to
              the
              person entitled thereto or by wire transfer of immediately available
              funds
              to an account maintained by the payee with a bank located outside the
              United States.
	
            	
            
	 	  	Except
              as specified in “Interest — General; Bearer Notes” above, interest on a
              Temporary Global Note or Permanent Global Note shall be payable to
              the
              beneficial owner thereof through credit to the account of such owner
              or of
              the custodian bank of such owner with Euroclear or Clearstream,
              Luxembourg. Except as otherwise provided in the Bearer Notes, interest
              on
              a definitive Bearer Note shall be payable to the holder of the appropriate
              coupon appertaining thereto only upon presentation and surrender of
              such
              coupon at the office of the Principal Paying Agent or any other Paying
              Agent outside the United States.
	
            	
            
	 	  	If
              any
              Fixed Interest Payment Date or the Maturity Date or redemption or
              repayment date of a Fixed Rate Bearer Note is not a Business Day, the
              payment due on such day shall be made on the next succeeding Business
              Day
              and no interest shall accrue on such payment for the period from and
              after
              such Fixed Interest Payment Date or Maturity Date, as the case may
              be. If
              any Interest Payment Date (other than the Maturity Date) for any Floating
              Rate Bearer Note would fall on a day that is not a Business Day with
              respect to such Note, such Interest Payment Date will be the following
              day
              that is a Business Day with respect


    

     

    B-11


    
      	
            	
            	
            
	
            	
            
	 	  	to
              such Note at which time the Issuer will pay additional interest that
              has
              accrued up to but excluding such following Business Day, except that,
              in
              the case of a Bearer LIBOR Note, if such Business Day is in the next
              succeeding calendar month, such Interest Payment Date shall be the
              immediately preceding day that is a Business Day with respect to such
              Bearer LIBOR Note. If the Maturity Date for any Floating Rate Bearer
              Note
              would fall on a day that is not a Business Day with respect to such
              Note,
              the payment of principal, premium, if any, and interest, if any, will
              be
              made on the following day that is a Business Day with respect to such
              Note, and no interest shall accrue for the period from and after such
              Maturity Date.
	
            	
            
	 	  	Registered
              Notes. Except as otherwise provided in a
              Registered Note, the Principal Paying Agent will pay the principal
              amount
              of each Registered Note at the Maturity Date upon presentation and
              surrender of such Note to its offices. Such payment, together with
              payment
              of interest due at the Maturity Date of such Note, will be made in
              funds
              available for immediate use by the Principal Paying Agent and in turn
              by
              the holder of such Note. Registered Notes presented to the Principal
              Paying Agent at the Maturity Date for payment will be cancelled or
              destroyed and delivered to the relevant Issuer with a certificate of
              cancellation or destruction, as applicable. All interest payments on
              a
              Registered Note (other than interest due at the Maturity Date) will
              be
              made by check drawn on the Principal Paying Agent (or another person
              appointed by the Principal Paying Agent) and mailed by the Principal
              Paying Agent to the person entitled thereto as provided in such Note
              and
              the Fiscal Agency Agreement or by wire transfer of immediately available
              funds. Following each Regular Record Date, the Principal Paying Agent
              will
              furnish the relevant Issuer with a list of interest payments to be
              made on
              the following Interest Payment Date for each Registered Note and in
              total
              for all Registered Notes. Interest at the Maturity Date will be payable
              to
              the person to whom the payment of principal is payable. The Principal
              Paying Agent will provide monthly to the relevant Issuer lists of
              principal and interest, to the extent ascertainable, to be paid on
              Registered Notes maturing or to be redeemed in the next month. The
              Principal Paying Agent will be responsible for withholding taxes on
              interest paid on Registered Notes as required by applicable
              law.
	
            	
            
	 	  	If
              any
              Fixed Interest Payment Date or the Maturity Date of a Fixed Rate
              Registered Note is not a Business Day, the payment due on such day
              shall
              be made on the next succeeding Business Day and no interest shall accrue
              on such payment for the period


    

     

    B-12


    
      	
            	
            	
            
	
            	
            
	 	  	from
              and after such Fixed Interest Payment Date or Maturity Date, as the
              case
              may be. If any Interest Payment Date (other than the Maturity Date)
              for
              any Floating Rate Registered Note would fall on a day that is not a
              Business Day with respect to such Note, such Interest Payment Date
              will be
              the following day that is a Business Day with respect to such Note
              at
              which time the Issuer will pay additional interest that has accrued
              up to
              but excluding such following Business Day, except that, in the case
              of a
              Registered LIBOR Note, if such Business Day is in the next succeeding
              calendar month, such Interest Payment Date shall be the immediately
              preceding day that is a Business Day with respect to such Registered
              LIBOR
              Note. If the Maturity Date for any Floating Rate Registered Note would
              fall on a day that is not a Business Day with respect to such Note,
              the
              payment of principal, premium, if any, and interest, if any, will be
              made
              on the following day that is a Business Day with respect to such Note,
              and
              no interest shall accrue for the period from and after such Maturity
              Date.
	
            	
            
	Preparation
              of Final Terms:	  	If
              any
              offer to purchase a tranche of Notes is accepted by or on behalf of
              the
              relevant Issuer, and the tranche of Notes is to be issued and documented
              by way of the Prospectus, the relevant Issuer and (in the case of Notes
              issued by an Issuer other than GE Capital) the Guarantor will prepare
              the
              final terms (the “Final Terms”) reflecting the terms of such tranche of
              Note and will deliver a copy of such Final Terms to the relevant Dealer
              as
              such Dealer shall request as soon as practicable, but in no event later
              than 5 Business Days following the date such offer to purchase Notes
              is
              accepted. The relevant Dealer will cause such Final Terms together
              with
              the Prospectus to be delivered to each purchaser of such tranche of
              Note.
              In addition, the relevant Issuer shall forward the Final Terms to the
              Fiscal Agent as soon as it becomes available but in no event later
              than
              the issue date.
	
            	
            
	 	  	In
              each instance that Final Terms are prepared, the Dealers receiving
              such
              Final Terms will affix the Final Terms to the Prospectus prior to their
              use. Outdated Final Terms, and the Prospectus to which they are attached
              (other than those retained for files), will be destroyed.
	
            	
            
	Preparation
              of Securities Note:	  	If
              any
              offer to purchase a tranche of Notes is accepted by or on behalf of
              the
              relevant Issuer, and the tranche of Notes is to be issued by way of
              the
              Registration Document and documented in a securities note supplemental
              to
              the Registration Document, the relevant Issuer and (in the case of
              Notes
              issued by an Issuer other than GE Capital) the Guarantor will prepare
              such
              securities note


    

     

    B-13


    
      	
            	
            	
            	
            	
            	
            	
            
	 	  	(the
“Securities
              Note”) reflecting the terms of such tranche of
              Note and will deliver a copy of such
Securities Note to the relevant
              Dealer as such Dealer shall request as soon as practicable, but in
              no
event later than 5 Business Days following the date such offer
              to
              purchase Notes is accepted. The
relevant Dealer will cause such
              Securities Note together with the Prospectus to be delivered to
              each
purchaser of such tranche of Note. In addition, the relevant
              Issuer shall forward the Securities Note
to the Fiscal Agent as soon as
              it becomes available but in no event later than the issue
              date.
	
            	
            
	 	  	In
              each instance that a Securities Note is prepared, the Dealers
              receiving such Securities Note will
affix the Securities Note to the
              Registration Document prior to their use. Outdated Securities
              Notes,
and the Registration Document to which they are attached (other
              than those retained for files), will
be destroyed.
	
            	
            
	Settlement:	  	The
              receipt by the relevant Issuer of immediately available funds
              in exchange for the delivery of an
authenticated Temporary Global Note
              to the Common Depositary in the manner described in
“Settlement
              Procedures; Bearer Notes” below or an authenticated Registered Note
              delivered to the
relevant Dealer and such Dealer’s delivery of such
              Note against receipt of immediately available
funds shall constitute
              “settlement” with respect to such Note. All orders accepted by the
              relevant
Issuer will be settled on such date as the relevant Issuer and
              the purchaser shall agree upon.
	
            	
            
	Settlement
              Procedures; Bearer Notes:	  	
               

              Settlement
                Procedures with regard to each Bearer Note sold by each Issuer to
                or
                through a Dealer
shall be as follows:

            
	
            	
            	
            
	 	  	A.	  	The
              relevant Dealer will advise the relevant Issuer by telephone
              that such Note is initially a
Bearer Note and of the following
              settlement information:
	
            	
            	
            	
            
	 	  	 	  	1.	  	Principal
              amount.
	
            	
            	
            	
            
	 	  	 	  	2.	  	Maturity
              Date.
	
            	
            	
            	
            
	 	  	 	  	3.	  	In
              the
              case of a Fixed Rate Bearer Note, the Fixed Interest Rate, the Interest
              Payment Period, the Fixed Interest Payment Dates, the Determination
              Dates,
              the Interest Commencement Date, the Fixed Day Count Fraction, and whether
              such Note is an Amortizing Note and, if so, the amortization
              schedule.


    

     

    B-14


    
      	
            	
            	
            	
            	
            	
            	
            
	
            	
            	
            	
            
	 	  	 	  	 	  	In
              the
              case of a Floating Rate Bearer Note, the Initial Interest Rate (if
              known
              at such time), the Interest Payment Dates, the Interest Payment Period,
              the Calculation Agent, the Base Rate, the Index Maturity, the Interest
              Reset Period, the Interest Determination Date, the Interest Reset Dates,
              the Spread or Spread Multiplier (if any), the Minimum Interest Rate
              (if
              any), the Maximum Interest Rate (if any), the Alternate Rate Event
              Spread
              (if any) and the Floating Day Count Fraction.
	
            	
            	
            	
            
	 	  	 	  	4.	  	Redemption
              or repayment provisions, if any.
	
            	
            	
            	
            
	 	  	 	  	5.	  	Settlement
              date and time.
	
            	
            	
            	
            
	 	  	 	  	6.	  	Issue
              Price.
	
            	
            	
            	
            
	 	  	 	  	7.	  	Denominations.
	
            	
            	
            	
            
	 	  	 	  	8.	  	Specified
              Currency.
	
            	
            	
            	
            
	 	  	 	  	9.	  	Ranking.
	
            	
            	
            	
            
	 	  	 	  	10.	  	Dealer’s
              commission, if any, determined as provided in the Distribution
              Agreement.
	
            	
            	
            	
            
	 	  	 	  	11.	  	Dealer’s
              account number at Clearstream or the Euroclear Operator.
	
            	
            	
            	
            
	 	  	 	  	12.	  	Whether
              the Note is an Indexed Note, and if it is an Indexed Note, the Indexed
              Currency, the Currency Base Rate and the Determination Agent.
	
            	
            	
            	
            
	 	  	 	  	13.	  	Whether
              the Note is a Dual Currency Note, and if it is a Dual Currency Note,
              the
              Face Amount Currency, the Optional Payment Currency, the Designated
              Exchange Rate, the Option Election Dates and the Option Value Calculation
              Agent.
	
            	
            	
            	
            
	 	  	 	  	14.	  	Whether
              the Note is an Extendible Note, and if it is an Extendible Note, the
              Initial Maturity Date, the Election Date and the Final Maturity
              Date.
	
            	
            	
            	
            
	 	  	 	  	15.	  	If
              applicable, wire transfer instructions including name of banking
              institution where transfer is to be made and account
              number.


    

     

    B-15


    
      	
            	
            	
            	
            	
            	
            	
            
	
            	
            	
            	
            
	 	  	 	  	16.	  	Whether
              such Note is to be listed on the Official List of the UKLA and admitted
              to
              trading by the London Stock Exchange, the Singapore Exchange Securities
              Trading Limited or on or by any other stock exchange, competent authority
              and/or market.
	
            	
            	
            	
            
	 	  	 	  	17.	  	Any
              other
              applicable terms.
	
            	
            	
            
	 	  	B.	  	The
              relevant Issuer will advise the Fiscal Agent by telephone or
              electronic transmission
confirmed in writing at any time on the sale
              date of the information set forth in Settlement
Procedure A above. The
              relevant Issuer will also give the Fiscal Agent written
              instructions
regarding the transfer of funds. The relevant Issuer will
              send a copy of such instructions to the
relevant Dealer or
              Dealers.
	
            	
            	
            
	 	  	 	  	The
              Fiscal Agent shall telephone each of Euroclear or Clearstream,
              Luxembourg with a request
for a security code for each tranche agreed
              to be issued, which security code or codes will be
notified by the
              Fiscal Agent to the relevant Issuer and the relevant Dealer or
              Dealers.
	
            	
            	
            
	 	  	 	  	The
              relevant Issuer and (in the case of Notes issued by an Issuer
              other than GE Capital) the
Guarantor shall prepare and cause to be
              delivered to the Fiscal Agent either (i) the applicable
Final Terms
              supplemental to the Prospectus or (ii) the Securities Note supplemental
              to
              the
Registration Document (as the case may be) describing the terms
              of
              the particular tranche of
Notes.
	
            	
            	
            
	 	  	C.	  	In
              accordance with the written instructions and the applicable
              Final Terms or Securities Note
(as the case may be), the Fiscal Agent
              shall prepare and authenticate a Temporary Global Note
for each tranche
              which the relevant Issuer has agreed to sell, the settlement for which
              tranche is
to occur on the settlement date. The Temporary Global Note
              will then be delivered to the
Common Depositary. The Fiscal Agent will
              also give instructions to Euroclear or Clearstream,
Luxembourg to
              credit the Notes represented by such Temporary Global Notes delivered
              to
              such
Common Depositary to the Fiscal Agent’s distribution account at
              Euroclear or Clearstream,
Luxembourg, as the case may be. The Fiscal
              Agent will instruct Euroclear or Clearstream,
Luxembourg to debit, on
              the settlement date, from the distribution account of the Fiscal
              Agent
the number of Notes of each
              Tranche


    

     

    B-16


    
      	
            	
            	
            	
            	
            	
            	
            
	 	  	 	  	with
              respect to which the relevant Dealer has solicited an offer to
              purchase and to
credit, on the settlement date, such Notes to the
              account of such Dealer with Euroclear
or Clearstream, Luxembourg
              against payment of the issue price of such Notes. Each
relevant Dealer
              shall give corresponding instructions to Euroclear or
              Clearstream,
Luxembourg.
	
            	
            	
            
	 	  	D.	  	Euroclear
              and Clearstream, Luxembourg shall debit and credit
              accounts in accordance
with instructions received by them. The Fiscal
              Agent shall pay the relevant Issuer the
aggregate net proceeds received
              by it in immediately available funds via a transfer of
funds to the
              account of the relevant Issuer with a bank selected by such Issuer
              notified
to the Fiscal Agent from time to time in writing.
	
            	
            
	
              Settlement
                Procedures

              Timetable;
                Bearer
                Notes:

            	  	
               

              For sales
                by each
                Issuer of Bearer Notes to or through a Dealer, Bearer Settlement
                Procedures
“A” through “D” above shall be completed on or before the
                respective times set forth below:

            
	
            	
            
	 	  	Settlement
              Procedure
	
            	
            	
            
	 	  	Bearer Notes

              

            	  	Time

              

            
	
            	
            	
            
	 	  	A	  	12:00
              P.M. (NYC time) three days before settlement
              date
	
            	
            	
            
	 	  	B	  	9:00
              A.M. (London time) two days before settlement
              date
	
            	
            	
            
	 	  	C	  	3:45
              P.M. (London time) on day before settlement date
	
            	
            	
            
	 	  	D	  	5:00
              P.M. (NYC time) on settlement date
	
            	
            
	Settlement
              Procedures; Registered Notes:	  	
               

              Settlement
                Procedures with regard to each Registered Note sold by each Issuer
                to or
                through a
Dealer shall be as follows:

            
	
            	
            	
            
	 	  	AA.	  	The
              relevant Dealer will advise the relevant Issuer by telephone
              that such Note is a
Registered Note and of the following settlement
              information:
	
            	
            	
            	
            
	 	  	 	  	1.	  	Name
              in
              which such Note is to be registered (“Registered Owner”).
	
            	
            	
            	
            
	 	  	 	  	2.	  	Address
              of the Registered Owner and address for payment of principal and
              interest.


    

     

    B-17


    
      	
            	
            	
            	
            	
            	
            	
            
	
            	
            	
            	
            
	 	  	 	  	3.	  	Taxpayer
              identification number of the Registered Owner (if available); the Dealer
              shall request that the purchasers of the Notes prepare a Form W-8BEN
              or
              other applicable form required by the United States Internal Revenue
              Code
              of 1986, as amended (the “Code”) and cause such form to be delivered to
              the Fiscal and Paying Agent on or prior to the settlement
              date.
	
            	
            	
            	
            
	 	  	 	  	4.	  	Principal
              amount.
	
            	
            	
            	
            
	 	  	 	  	5.	  	Maturity
              Date.
	
            	
            	
            	
            
	 	  	 	  	6.	  	In
              the
              case of a Fixed Rate Registered Note, the Fixed Interest Rate, the
              Interest Payment Period, the Fixed Interest Payment Dates, the
              Determination Dates, the Interest Commencement Date, the Fixed Day
              Count
              Fraction, and whether such Note is an Amortizing Note and, if so, the
              amortization schedule.
	
            	
            	
            	
            
	 	  	 	  	 	  	In
              the
              case of a Floating Rate Registered Note, the Initial Interest Rate
              (if
              known at such time), the Interest Payment Dates, the Interest Payment
              Period, the Calculation Agent, the Base Rate, the Index Maturity, the
              Interest Reset Period, the Interest Determination Date, the Interest
              Reset
              Dates, the Spread or Spread Multiplier (if any), the Minimum Interest
              Rate
              (if any), the Maximum Interest Rate (if any), the Alternate Rate Event
              Spread (if any), the Floating Day Count Fraction and the Regular Record
              Dates.
	
            	
            	
            	
            
	 	  	 	  	7.	  	Redemption
              or repayment provisions, if any.
	
            	
            	
            	
            
	 	  	 	  	8.	  	Settlement
              date and time.
	
            	
            	
            	
            
	 	  	 	  	9.	  	Issue
              Price.
	
            	
            	
            	
            
	 	  	 	  	10.	  	Denominations.
	
            	
            	
            	
            
	 	  	 	  	11.	  	Specified
              Currency.
	
            	
            	
            	
            
	 	  	 	  	12.	  	Ranking.


    

     

    B-18


    
      	
            	
            	
            	
            	
            	
            	
            
	 	  	 	  	13.	  	Dealer’s
              commission, if any, determined as provided in the Distribution
              Agreement.
	
            	
            	
            	
            
	 	  	 	  	14.	  	Whether
              the Note is issued with more than a de minimis amount of
              discount.
	
            	
            	
            	
            
	 	  	 	  	15.	  	Whether
              the Note is an Indexed Note, and if it is an Indexed Note, the Indexed
              Currency, the Currency Base Rate and the Determination Agent.
	
            	
            	
            	
            
	 	  	 	  	16.	  	Whether
              the Note is a Dual Currency Note, and if it is a Dual Currency Note,
              the
              Face Amount Currency, the Optional Payment Currency, the Designated
              Exchange Rate, the Option Election Dates and the Option Value Calculation
              Agent.
	
            	
            	
            	
            
	 	  	 	  	17.	  	Whether
              the Note is an Extendible Note, and if it is an Extendible Note, the
              Initial Maturity Date, the Election Date and the Final Maturity
              Date.
	
            	
            	
            	
            
	 	  	 	  	18.	  	If
              applicable, wire transfer instructions, including name of banking
              institution where transfer is to be made and account number.
	
            	
            	
            	
            
	 	  	 	  	19.	  	Whether
              such Note is to be listed on the Official List of the UKLA and admitted
              to
              trading by the London Stock Exchange, the Singapore Exchange Securities
              Trading Limited or on or by any other stock exchange, competent authority
              and/or market.
	
            	
            	
            	
            
	 	  	 	  	20.	  	Any
              other
              applicable terms.
	
            	
            	
            
	 	  	BB.	  	The
              relevant Issuer will advise the Fiscal Agent by telephone or
              electronic transmission
(confirmed in writing at any time on the sale
              date) of the information set forth in Settlement
Procedure “AA”
              above.
	
            	
            	
            
	 	  	CC.	  	The
              relevant Issuer will have delivered to the Authenticating Agent
              an executed Note. The
Authenticating Agent will complete such Note and
              authenticate such Note and deliver it
through the Fiscal Agent (with
              the confirmation) to the relevant Dealer, and such Dealer
              will
acknowledge receipt of the Note. Such delivery will be made only
              against such
acknowledgment of receipt and evidence that instructions
              have been given


    

     

    B-19


    
      	
            	
            	
            	
            	
            	
            	
            
	 	  	 	  	by
              such Dealer for payment to the account of the relevant Issuer,
              in funds available
for immediate use, of an amount equal to the price
              of such Note less such Dealer’s
commission, if any; provided however,
              the relevant Issuer and the Fiscal Agent
may agree on different
              delivery procedures for definitive Registered Notes
denominated in
              Specified Currencies other than U.S. dollars. In the event that
              the
instructions given by such Agent for payment to the account of
              such
              Issuer are
revoked, such Issuer will as promptly as possible wire
              transfer to the account of
such Dealer an amount of immediately
              available funds equal to the amount of such
payment made.
	
            	
            	
            
	 	  	 	  	The
              Principal Paying Agent shall pay the relevant Issuer the
              aggregate net proceeds
received by it in immediately available funds
              via a transfer of funds to the account
of the relevant Issuer
              maintained at a bank selected by such Issuer notified to the
Principal
              Paying Agent from time to time in writing.
	
            	
            	
            
	 	  	DD.	  	Unless
              the relevant Dealer purchased such Note for its own account,
              such Dealer
will deliver such Note (with confirmation) to the customer
              against payment in
immediately payable funds. Such Dealer will obtain
              the acknowledgment of receipt
of such Note. If the relevant Dealer
              purchased such Note for its own account, such
Dealer will accept
              delivery of such Note against payment in immediately available
funds,
              and will deliver an acknowledgement of receipt of such Note.
	
            	
            	
            
	 	  	EE.	  	Periodically,
              the Fiscal Agent will send to the relevant Issuer a
              statement setting
forth the principal amount of the Registered Notes
              outstanding as of that date under
the Fiscal Agency Agreement and
              setting forth a brief description of any sales of
which such Issuer has
              advised the Fiscal Agent but which have not yet been settled.
	
            	
            
	Settlement
              Procedures Timetable; Registered Notes:	  	
               

              For sales
                by the
                relevant Issuer of Registered Notes to or through a Dealer,
                Registered
Settlement Procedures “AA” through “DD” set forth above
                shall be completed on or before the
respective times (London Time) set
                forth below:

            
	
            	
            
	 	  	Settlement
              Procedure;
	
            	
            	
            
	 	  	Registered Notes

              

            	  	Time

              

            
	
            	
            	
            
	 	  	AA	  	2:00
              P.M. on day before settlement date
	
            	
            	
            
	 	  	BB	  	3:00
              P.M. on day before settlement date
	
            	
            	
            
	 	  	CC	  	2:15
              P.M. on settlement date
	
            	
            	
            
	 	  	DD	  	3:00
              P.M. on settlement date


    

     

    B-20


    
      	
            	
            	
            	
            	
            
	
            	
            
	Failure
              to Settle:	  	Bearer
              Notes. If any Dealer shall have advanced its own
              funds for payment against subsequent
receipt of funds from the
              purchaser and if a purchaser shall fail to make payment for a Note,
              such
Dealer will promptly notify the relevant Issuer, the Fiscal Agent,
              the Principal Paying Agent, the
Common Depositary and Euroclear and
              Clearstream, Luxembourg by telephone, promptly
confirmed in writing
              (but no later than the next Business Day). In such event, the relevant
              Issuer
shall promptly instruct the Fiscal Agent to cancel the
              purchaser’s interest in the appropriate
Temporary Global Note
              representing such Note. Upon (i) confirmation from the Fiscal Agent
              in
writing (which may be given by facsimile) that the Fiscal Agent
              has
              cancelled such purchaser’s
interest in such Temporary Global Note and
              (ii) confirmation from such Dealer in writing (which
may be given by
              facsimile) that such Dealer has not received payment from the purchaser,
              the
relevant Issuer will promptly pay to such Dealer an amount in
              immediately available funds equal to
the amount previously paid by such
              Dealer in respect of such Bearer Note. Such payment will be
made on the
              settlement date, if possible, and in any event not later than 12:00
              noon
              (New York City
time) on the Business Day following the settlement date.
              The Fiscal Agent and the Common
Depositary will make or cause to be
              made such revisions to such Temporary Global Note as are
necessary to
              reflect the cancellation of such portion of such Temporary Global
              Note.
	
            	
            
	 	  	If
              a purchaser shall fail to make payment for the Note for any
              reason other than the failure of such
Dealer to provide the necessary
              information to the relevant Issuer as described above for settlement
or
              to provide a confirmation to the purchaser within a reasonable period
              of
              time as described above,
and if such Dealer shall have otherwise
              complied with its obligations hereunder and in the
Distribution
              Agreement, the relevant Issuer will reimburse such Dealer on an equitable
              basis for
such Dealer’s loss of the use of funds during the period when
              they were credited to account of such
Issuer or the Fiscal
              Agent.


    

     

    B-21


    
      	
            	
            	
            
	 	  	Immediately
              upon such cancellation, the Fiscal Agent will make
              appropriate entries in its records to reflect the fact that a settlement
              did not occur with respect to such Note.
	
            	
            
	 	  	Registered
              Notes. If a purchaser fails to accept delivery of
              and make payment for any Registered Note, the relevant Dealer will
              notify
              the relevant Issuer and the Fiscal Agent by telephone and return such
              Note
              to the Fiscal Agent. Upon receipt of such notice, the relevant Issuer
              will
              immediately wire transfer to the account of such Dealer an amount equal
              to
              the amount previously credited thereto in respect of such Note. Such
              wire
              transfer will be made on the settlement date, if possible, and in any
              event not later than the Business Day following the settlement date.
              If a
              purchaser shall fail to make payment for the Note for any reason other
              than the failure of such Dealer to provide the necessary information
              to
              the relevant Issuer as described above for settlement or to provide
              a
              confirmation to the purchaser within a reasonable period of time as
              described above, and if such Dealer shall have otherwise complied with
              its
              obligations hereunder and in the Distribution Agreement, then the relevant
              Issuer will reimburse such Dealer or the Principal Paying Agent, as
              appropriate, on an equitable basis for its loss of the use of the funds
              during the period when they were credited to the account of such Issuer.
              Immediately upon receipt of the Registered Note in respect of which
              such
              failure occurred, the Principal Paying Agent will mark such Note
              “cancelled”, make appropriate entries in the Principal Paying Agent’s
              records and send such Note to the relevant Issuer.
	
            	
            
	Notice
              of
              Issuance to London Stock Exchange:	  	
               

              The
                Fiscal Agent will provide
                information with respect to each tranche of Notes to be listed on
                the
                Official List of UKLA and admitted to trading by the London Stock
                Exchange
                to such Exchange and will advise the relevant Issuer and the relevant
                Dealer in writing as to the effectiveness of the listing of such
                Notes by
                the close of business on the related settlement date. To the extent
                required by the UKLA and/or London Stock Exchange, the Dealers will
                provide the Fiscal Agent with secondary market information regarding
                any
                tranche of Notes listed on the London Stock Exchange and the Fiscal
                Agent
                will provide such information to the UKLA and the London Stock
                Exchange.

            


    

     

    B-22


    
      	
            	
            	
            
	
            	
            
	Notice
              of
              Issuance to Any other stock exchange, competent Authority:	  	
               

              The
                Fiscal Agent will provide
                information with respect to each tranche of Notes to be listed or
                admitted
                to trading on any stock exchange, competent authority and/or market
                to
                such stock exchange, competent authority and/or market and will advise
                the
                relevant Issuer and the relevant Dealer in writing as to the effectiveness
                of the listing and or admission to trading of such Notes by the close
                of
                business on the related settlement date.

            
	
            	
            
	Listing:	  	The
              Fiscal Agent will, on a regular basis and as applicable, provide the
              UKLA
              and the London Stock Exchange and/or any other stock exchange, competent
              authority and/or market with such information as the UKLA and the London
              Stock Exchange or any other stock exchange, competent authority and/or
              market may require regarding any tranches of Notes that are listed
              on the
              Official List of the UKLA and admitted to trading on the London Stock
              Exchange or listed or admitted to trading on any other stock exchange,
              competent authority and/or market and are issued and
              outstanding.


    

     

    B-23


    EXHIBIT
      C


     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION AND AFFILIATES 

     

    Euro
      Medium-Term Notes and
      other Debt Securities 

     

    MASTER
      CALCULATION AGENT
      AGREEMENT 

     

    WHEREAS,
      General Electric Capital
      Corporation (“GE Capital”), GE Capital Australia Funding Pty. Ltd. (A.B.N. 67
      085 675 467) (“GEC Australia Funding”), GE Capital Canada Funding Company (“GEC
      Canada Funding”), GE Capital European Funding (“GECEF”) and GE Capital UK
      Funding (“GECUKF”) (together with each Additional Issuer (as defined in the
      Distribution Agreement) from time to time acceding to the Distribution
      Agreement, each an “Issuer” and, collectively, the “Issuers”) have authorized
      the issuance of Euro Medium-Term Notes and other debt securities (the “Notes”)
      due from nine months or more from the date of issue, which may bear interest
      at
      either a fixed or variable rate; and 

     

    WHEREAS,
      the Notes will be offered
      on a continuous basis outside the United States by the Issuer pursuant to the
      terms of a Seventh Amended and Restated Distribution Agreement, dated
      July 1, 2005 (as further amended and supplemented from time to time, the
“Distribution Agreement”), among each Issuer (including GE Capital in its
      capacity as Guarantor of Notes issued by an Issuer other than GE Capital) and
      the Dealers named therein (the “Dealers”); and 

     

    WHEREAS,
      the Notes are to be issued
      under a Seventh Amended and Restated Fiscal and Paying Agency Agreement, dated
      as of July 1, 2005 (as further amended and supplemented from time to time,
      the “Fiscal Agency Agreement”) among each Issuer (including GE Capital in its
      capacity as Guarantor of Notes issued by an Issuer other than GE Capital),
      JPMorgan Chase Bank, N.A., as fiscal agent and as principal paying agent (the
      “Fiscal Agent”), and the other paying agents named therein (together the
“Paying Agents”). 

     

    NOW
      IT IS HEREBY AGREED that:


     

    1.
Appointment
      of Calculation
      Agent. Each Issuer and GE Capital in its capacity as Guarantor of Notes
      issued by an Issuer other than GE Capital hereby appoints the Fiscal Agent
      and
      the Fiscal Agent hereby accepts such appointment, as each such Issuer’s and the
      Guarantor’s agent for the purpose of calculating the applicable interest rate
      (the “Interest Rate”) as set forth in the Offering Document relating to the
      Notes, upon the terms and subject to the conditions hereinafter set forth (the
      “Calculation Agent”). 

     

    2.
Obligations
      of Calculation
      Agent. The Calculation Agent shall calculate the Interest Rate in the manner
      and at the times provided in the Notes and the Offering Document. The
      Calculation Agent shall exercise due care to calculate such Interest Rate and
      shall promptly communicate the same, in writing, to each relevant Issuer, the
      Guarantor (in the case of Notes issued by an Issuer other than GE Capital),
      the
      Fiscal Agent and each Paying Agent. With 

     

    C-1


    respect
      to Notes that are listed on
      or by a stock exchange, competent authority and/or market, the Calculation
      Agent
      will notify such stock exchange of the interest rate and certain other related
      information (including the interest amount, the interest period and each
      interest payment date) as soon as such information is available. The Calculation
      Agent shall, upon the request of any holder of any Note, provide such Interest
      Rate as then in effect and, if determined, as it will become effective as a
      result of calculations made on the most recent Interest Determination Date
      with
      respect to such Note. The Calculation Agent’s determination of any interest rate
      will, absent manifest error, be binding on each relevant Issuer, the Guarantor
      and the holders of the Notes. 

     

    3.
Terms
      and Conditions. The
      Calculation Agent accepts its obligations set forth herein, upon the terms
      and
      subject to the conditions hereof, including the following, to all of which
      each
      Issuer and the Guarantor (in the case of Notes issued by an Issuer other than
      GE
      Capital) agree: 

     

    (a)
      Each Issuer agrees to indemnify
      the Calculation Agent for, and to hold it harmless against, any loss, liability
      or expense (including the costs and expenses of defending against any claim
      of
      liability) incurred by the Calculation Agent which arises out of or in
      connection with its acting as Calculation Agent hereunder, except such as may
      result from the negligence, willful misconduct or bad faith of the Calculation
      Agent or any of its officers or employees. The Calculation Agent shall incur
      no
      liability and shall be indemnified and held harmless by each such Issuer and
      the
      Guarantor for, or in respect of, any actions taken, omitted to be taken or
      suffered to be taken in good faith by the Calculation Agent in reliance upon
      (i) the written opinion of counsel or (ii) written instructions from
      each such Issuer or the Guarantor, as the case may be. 

     

    (b)
      In acting under this Agreement
      and in connection with the Notes, the Calculation Agent is acting solely as
      agent of each Issuer and the Guarantor and does not assume any obligation or
      relationship of agency or trust for or with any of the owners or holders of
      the
      Notes. 

     

    (c)
      The Calculation Agent shall be
      protected and shall incur no liability for or in respect of any action taken
      or
      omitted to be taken or anything suffered by it in reliance upon any notice,
      direction, certificate, affidavit, statement or other paper, documents of
      communication reasonably believed by it to be genuine and to have been approved
      or signed by the proper party or parties. 

     

    (d)
      The Calculation Agent and any of
      its affiliates, or any of their respective officers, managing directors,
      employees and shareholders, may become the owner of, or acquire an interest
      in,
      any Notes, with the same rights that it or they would have if it were not the
      Calculation Agent, and may engage or be interested in any financial or other
      transaction with each Issuer or the Guarantor as freely as if it were not the
      Calculation Agent. 

     

    (e)
      The Calculation Agent shall be
      obligated to perform such duties and only such duties as are herein specifically
      set forth, and no implied duties or obligations shall be read into this
      Agreement against the Calculation Agent. 

     

    C-2


    (f)
      Unless herein otherwise
      specifically provided, any order, certificate, notice, request, direction or
      other communication from each Issuer or the Guarantor made or given by it under
      any provision of this Agreement shall be sufficient if signed by any authorized
      representatives of each such Issuer. 

     

    4.
Resignation;
      Removal;
      Successor. (a) The Calculation Agent may at any time resign as
      Calculation Agent by giving written notice to each Issuer and the Guarantor
      (in
      the case of Notes issued by an Issuer other than GE Capital of such intention
      on
      its part, specifying the date on which its desired resignation shall become
      effective; provided, however, that such date shall never be earlier than 120
      days after the receipt of such notice by each such Issuer and the Guarantor,
      unless an Issuer or the Guarantor agrees to accept less notice. The Calculation
      Agent may be removed at any time by the filing with it of any instrument in
      writing signed by an authorized officer of an Issuer and the Guarantor and
      specifying such removal and the date when it is intended to become effective.
      Such resignation or removal shall take effect upon the date of the appointment
      by each such Issuer and the Guarantor, as hereinafter provided, of a successor
      Calculation Agent and the acceptance of such appointment by such successor
      Calculation Agent. A successor Calculation Agent shall be appointed by each
      such
      Issuer and the Guarantor by an instrument in writing signed on behalf of each
      such Issuer and the Guarantor and filed with the entity designated as the
      successor Calculation Agent. Upon the appointment of a successor Calculation
      Agent and acceptance by it of such appointment, the Calculation Agent so
      superseded shall cease to be such Calculation Agent hereunder. Upon its
      resignation or removal, the Calculation Agent shall be entitled to the
      reimbursement of all reasonable out-of-pocket expenses (including reasonable
      counsel fees) incurred in connection with the services rendered by it hereunder,
      in either case to the effective date of such resignation or removal.


     

    (b)
      Any successor Calculation Agent
      appointed hereunder shall execute and deliver to its predecessor and to each
      relevant Issuer and the Guarantor an instrument accepting such appointment
      hereunder, and thereupon such successor Calculation Agent, without any further
      act, deed or conveyance, shall become vested with all the authority, rights,
      powers, trusts, immunities, duties and obligations of such predecessor with
      like
      effect as if originally named as such Calculation Agent hereunder, and such
      predecessor, upon payment of its charges and disbursements then unpaid, shall
      thereupon become obligated to transfer and deliver, and such successor
      Calculation Agent shall be entitled to receive, copies of any relevant records
      maintained by such predecessor Calculation Agent. 

     

    (c)
      Any corporation into which the
      Calculation Agent may be merged, or any corporation other than the Calculation
      Agent resulting or continuing from a merger or consolidation or amalgamation
      to
      which the Calculation Agent shall be party, or any corporation to which the
      Calculation Agent shall sell or otherwise transfer all or substantially all
      of
      its assets and business shall, to the extent permitted by applicable law, be
      the
      successor Calculation Agent under this Agreement without the execution or filing
      of any paper or any further act on the part of any of the parties hereto. Notice
      of any such merger, consolidation, amalgamation or sale shall forthwith be
      given
      to each relevant Issuer and the Paying Agent. 

     

    5.
Notices.
      Any notice
      required to be given hereunder shall be delivered in person, sent by letter
      or
      facsimile or communicated by telephone (subject, in the case of communication
      by
      telephone, to confirmation dispatched within two Business Days by letter or
      

     

    C-3


    facsimile):
      (a) in the case of
      any Issuer or the Guarantor, to 260 Long Ridge Road, Stamford, Connecticut
      06927
      (Attention: Senior Vice President - Corporate Treasury and Global Funding
      Operation), Telephone No. 203-357-4000, Fax No. 203-357-4975;
      (b) in the case of the Calculation Agent, to such address as is set forth
      in the Distribution Agreement, (c) in the case of the Fiscal Agent, to
      Trinity Tower, 9 Thomas More Street, London E1W 1YT England, Attention: Manager,
      Trust Operations, Telephone No. 44 (020) 7777 5418, Fax No. 44
      (020) 7777 5410; or, in any case, to any other address to which the party
      receiving notice shall have notified the party giving such notice in writing.
      Any notice hereunder given by facsimile or letter shall be deemed to be served
      when, in the ordinary course of transmission or post, as the case may be, it
      would be received. 

     

    6.
Governing
      Law. This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York. 

     

    7.
      Terms. Capitalized terms
      used but not defined herein shall have the meanings assigned to such terms
      in
      the Offering Document 

     

    C-4


    EXHIBIT
      D


     

    SELLING
      RESTRICTIONS 

     

    United
      States. 

     

    General.
      Each Dealer
      represents, warrants and agrees with each Issuer and (in the case of Notes
      issued by an Issuer other than GE Capital) the Guarantor that in connection
      with
      such Dealer’s distribution of each Issuer’s Euro Medium-Term Notes (the “Notes”)
      pursuant to the Fifth Amended and Restated Distribution Agreement (the
“Distribution Agreement”) to which these selling restrictions are attached, it
      will distribute any Notes in compliance with the selling restrictions set forth
      below, as applicable. The Regulation S restrictions shall be applicable to
      all
      Notes distributed pursuant to the Distribution Agreement whether issued as
      Bearer Notes or Registered Notes. In addition, each Dealer distributing Bearer
      Notes shall comply with the TEFRA D restrictions set forth below. Terms used
      but
      not defined herein shall have the meaning assigned to them in the Distribution
      Agreement. 

     

    Regulation
      S Restrictions.
      The Notes have not been and will not be registered under the U.S. Securities
      Act
      of 1933, as amended (the “Securities Act”) and may not be offered or sold within
      the United States or to, or for the account or benefit of, U.S. persons except
      in accordance with Regulation S under the Securities Act or pursuant to an
      exemption from the registration requirements of the Securities Act. Terms used
      in this paragraph have the meanings given to them by Regulation S. Each Dealer
      represents that it has offered and sold any Notes, and will offer and sell
      any
      Notes of a Tranche (as defined in the Fiscal and Paying Agency Agreement)
      (i) as part of its distribution at any time and (ii) otherwise until
      40 days after the completion of the distribution, as determined by the Fiscal
      Agent, of all Notes of such Tranche, only in accordance with Rule 903 of
      Regulation S under the Securities Act. Accordingly, each Dealer, its affiliates
      and any persons acting on its or their behalf have not engaged and will not
      engage in any directed selling efforts with respect to the Notes, and have
      complied and will comply with the offering restriction requirements of
      Regulation S. Each Dealer agrees to notify the Fiscal Agent when it has
      completed the distribution of its portion of Notes of a Tranche, and the Fiscal
      Agent agrees to determine the completion of the distribution of all Notes of
      such Tranche once all Dealers participating in the distribution of such Tranche
      have so notified the Fiscal Agent and to notify each other Dealer of the end
      of
      the restricted period. Each Dealer also agrees that, at or prior to confirmation
      of sale of any Notes, it will have sent to each distributor, dealer or person
      receiving any selling concession, fee or other remuneration that purchases
      Notes
      from it during the restricted period a confirmation or notice to substantially
      the following effect: 

     

    The
      Securities covered hereby have
      not been registered under the U.S. Securities Act of 1933, as amended (the
      “Securities Act”) and may not be offered or sold within the United States or to,
      or for the benefit of, U.S. persons (i) as part of their distribution at
      any time or (ii) otherwise until 40 days after the completion of the
      distribution of the Securities as determined by the Fiscal Agent, except in
      either case in accordance with Regulation S under the Securities Act. Terms
      used
      above have the meanings given to them by Regulation S. 

     

    TEFRA
      D Restrictions. Each
      Dealer represents and warrants (and each further Dealer appointed under the
      Programme will be required to represent and warrant) to each Issuer and (in
      

     

    D
      - 1 

    the
      case of Notes issued by an
      Issuer other than GE Capital) the Guarantor and agrees with respect to the
      Bearer Notes that: 

     

    (1)
      except to the extent permitted
      under U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D) (the “D Rules”), (a) it
      has not offered or sold, and during the restricted period will not offer or
      sell, Notes in bearer form to a person who is within the United States or its
      possessions or to a United States person, and (b) it has not delivered and
      will not deliver within the United States or its possessions definitive Notes
      in
      bearer form that are sold during the restricted period; 

     

    (2)
      it represents and agrees that it
      has and throughout the restricted period will have in effect procedures
      reasonably designed to ensure that its employees or agents who are directly
      engaged in selling Notes in bearer form are aware that such Notes may not be
      offered or sold during the restricted period to a person who is within the
      United States or its possessions or to a United States person, except as
      permitted by the D Rules; 

     

    (3)
      if it is a United States person,
      it represents that it is acquiring the Notes in bearer form for purposes of
      resale in connection with their original issuance and if it retains Notes in
      bearer form for its own account, it will only do so in accordance with the
      requirements of U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(6); and


     

    (4)
      with respect to each affiliate
      that acquires from it Notes in bearer form for the purpose of offering or
      selling such Notes during the restricted period, it either (a) repeats and
      confirms the representations and agreements contained in clauses (1),
      (2) and (3) on such affiliate’s behalf or (b) agrees that it will
      obtain from such affiliate for the Issuer’s benefit the representations and
      agreements contained in clauses (1), (2) and (3). 

     

    Terms
      used in this paragraph have
      the meanings given to them by the U.S. Internal Revenue Code and regulations
      thereunder, including the D Rules. 

     

    In
      addition, each Dealer represents
      and agrees that it has not entered and will not enter into any contractual
      arrangement with any distributor (as that term is defined for purposes of the
      D
      Rules) with respect to the distribution of the Notes, except with its affiliates
      or with the prior written consent of the Issuer. 

     

    For
      purposes of this subsection
      entitled “TEFRA D Restrictions”, an offer or sale will be considered to be made
      in the United States if the offeror or seller of such Notes has an address
      within the United States for the offeree or purchaser of such Notes with respect
      to the offer or sale. As used in this subsection, “United States person” means a
      citizen or resident of the United States, a corporation or partnership or other
      entity created or organized in or under the laws of the United States or any
      political subdivision thereof, an estate whose income is subject to United
      States federal income tax regardless of its source, or 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 decision 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” means the United States
      (including the States and the District of Columbia), its territories, its
      possessions and any other areas subject to its jurisdiction; 

     

    D
      - 2 

    and
“Restricted
      Period” with respect
      to each issuance means the period which begins on the earlier of the settlement
      date (or the date on which the relevant Issuer receives the proceeds of the
      sale
      of Notes with respect to such issuance) or the first date on which the Notes
      are
      offered to persons other than the Dealers, and which ends 40 days after the
      date
      on which the relevant Issuer receives the proceeds of the sale of such Notes;
      provided that with respect to a Note held as part of an unsold allotment or
      subscription, any offer or sale of such Note by the relevant Issuer or a Dealer
      shall be deemed to be during the Restricted Period. 

     

    European
      Economic Area 

     

    In
      relation to each Member State of
      the European Economic Area which has implemented the Prospectus Directive (each,
      a “Relevant Member State”), each Dealer represents and agrees,
      and each further Dealer appointed under the Programme will be required to
      represent and agree, that with effect from and including the date on which
      the
      Prospectus Directive is implemented in that Relevant Member State (the
“Relevant Implementation Date”) it has not made and will not
      make an offer of Notes to the public in that Relevant Member State except that
      it may, with effect from and including the Relevant Implementation Date, make
      an
      offer of Notes to the public in that Relevant Member State: 

     

    
      	(a)	in
              (or in Germany, where the offer starts within) the period
              beginning on the date of publication of a prospectus in relation to
              those
              Notes which has been approved by the competent authority in that Relevant
              Member State or, where appropriate, approved in another Relevant Member
              State and notified to the competent authority in that Relevant Member
              State, all in accordance with the Prospectus Directive and ending on
              the
              date which is 12 months after the date of such publication;
              


    

     

    
      	(b)	at
              any time to legal entities which are authorised or regulated to
              operate in the financial markets or, if not so authorised or regulated,
              whose corporate purpose is solely to invest in securities;
              


    

     

    
      	(c)	at
              any time to any legal entity which has two or more of
              (1) an average of at least 250 employees during the last financial
              year; (2) a total balance sheet of more than €43,000,000 and
              (3) an annual net turnover of more than €50,000,000, as shown in its
              last annual or consolidated accounts; or 


    

     

    
      	(d)	at
              any time in any other circumstances which do not require the
              publication by the Issuer of a prospectus pursuant to Article 3 of
              the
              Prospectus Directive. 


    

     

    For
      the purposes of this provision,
      the expression an “offer of Notes to the public” in relation to any Notes in any
      Relevant Member State means the communication in any form and by any means
      of
      sufficient information on the terms of the offer and the Notes to be offered
      so
      as to enable an investor to decide to purchase or subscribe the Notes, as the
      same may be varied in that Member State by any measure implementing the
      Prospectus Directive in that Member State and the expression “Prospectus
      Directive” means Directive 2003/71/EC and includes any relevant
      implementing measure in each Relevant Member State. 

     

    D
      - 3 

    Australia.


     

    No
      offering circular, prospectus or
      other disclosure document (as defined in the Corporations Act 2001 (Cth)) in
      relation to the Programme or any Notes has been lodged with the Australian
      Securities and Investments Commission (ASIC ) or the Australian Stock
      Exchange Limited. 

     

    Each
      Dealer has represented and
      agreed (and each further Dealer appointed under the Programme will be required
      to represent and agree) that it: 

     

    (a)
      has not offered and will not
      offer for issue or sale and has not invited and will not invite applications
      for
      issue or offers to purchase Notes in Australia, including an offer or invitation
      received in Australia; and 

     

    (b)
      has not distributed or published
      and will not distribute or publish any offering memorandum, advertisement or
      other offering material relating to the Notes in Australia, 

     

    unless,


     

    (i)
      the amount payable by each
      offeree or invitee for the Notes is a minimum amount (or the equivalent in
      another currency) of A$500,000 disregarding amounts, if any, lent by the offeror
      or inviter or its associates, or the offer or invitation is otherwise an offer
      or invitation such that by virtue of section 708 of the Corporations Act 2001
      (Cth) no disclosure is required to be made under Part 6 D.2 of that Act; and
      

     

    (ii)
      the offer, invitation or
      distribution complies with all applicable laws, regulations and directives
      and
      does not require any document to be lodged with ASIC under Division 5 of Part
      6
      D.2 of the Corporations Act 2001 (Cth). 

     

    In
      addition, each Dealer has agreed
      (and each further Dealer appointed under the Programme will be required to
      agree) that, in connection with the primary distribution of Notes, it will
      not
      sell Notes to any person if, at the time of such sale, the employees of the
      Dealer, or further Dealer aware of, or involved in, the sale, knew or had
      reasonable grounds to suspect that, as a result of such sale, such Notes or
      an
      interest in such Notes were being, or would later be, acquired (directly or
      indirectly) by an Offshore Associate of GEC Australia Funding (other than one
      acting in the capacity of a dealer, manager or underwriter in relation to the
      placement of the Notes or in the capacity of a clearing house, custodian, funds
      manager or responsible entity of a registered scheme (within the meaning of
      the
      Corporations Act 2001 of Australia)). 

     

    Reference
      to “Offshore Associate”,
      for this purpose, means an associate (as defined in section 128F of the
      Australian Tax Act) of GEC Australia Funding that is either a non-resident
      of
      the Commonwealth of Australia which does not acquire Notes in carrying on a
      business at or through a permanent establishment in Australia, or alternatively,
      is a resident of Australia that acquires Notes in carrying on business at or
      through a permanent establishment outside Australia. 

     

    D
      - 4 

    Canada.


     

    Each
      Dealer acknowledges (and each
      further Dealer appointed under the Programme will be required to acknowledge)
      that the Notes have not been and will not be qualified for sale under the
      securities laws of Canada or any province or territory thereof. Each Dealer
      represents and agrees (and each further Dealer appointed under the Programme
      will be required to represent and agree) that it has not offered or sold, and
      that it will not offer to sell, any Notes, directly or indirectly, in Canada
      or
      to, or for the benefit of, any resident thereof in contravention of the
      securities laws of Canada or any province or territory thereof. Each Dealer
      further agrees that until 40 days after the date of issuance of such Notes,
      it
      will deliver to any dealer who purchases from it any Notes a notice stating
      in
      substance that, by purchasing such Notes, such dealer represents and agrees
      that
      it has not offered or sold and will not offer or sell, directly or indirectly,
      any of such Notes in Canada or to, or for the benefit of, any resident thereof
      in contravention of the securities laws of Canada or any province or territory
      thereof, and will deliver to any other dealer to whom it sells any of such
      Notes
      a notice containing substantially the same statement as in this sentence. Each
      Dealer also agrees not to distribute the Offering Document, or any other
      offering material relating to the Notes, in Canada. Each Dealer and any dealer
      who purchases from it any of the Notes, may be required to furnish a certificate
      to the effect that it has complied with the restrictions described in this
      paragraph. 

     

    Hong
      Kong. 

     

    Each
      Dealer represents and agrees
      (and each further Dealer appointed under the Programme will be required to
      represent and agree) that: 

     

    (a)
      it has not offered or sold and
      will not offer or sell in Hong Kong, by means of any document, any notes other
      than (i) to persons whose ordinary business is to buy or sell shares or
      debentures (whether as principal or agent); or (ii) to “professional
      investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong
      Kong and any rules made under that Ordinance; or (iii) in other
      circumstances which do not result in the document being a “prospectus” as
      defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not
      constitute an offer to the public within the meaning of that Ordinance; and
      

     

    (b)
      it has not issued or had in its
      possession for the purposes of the issue, and will not issue or have in its
      possession for the purposes of issue, whether in Hong Kong or elsewhere, any
      advertisement, invitation or document relating to the Notes, which is directed
      at, or the contents of which are likely to be accessed or read by, the public
      of
      Hong Kong (except if permitted to do so under the securities laws of Hong Kong)
      other than with respect to Notes which are or are intended to be disposed of
      only to persons outside Hong Kong or only to “professional investors” as defined
      in the Securities and Futures Ordinance and any rules made under that Ordinance.
      

     

    D
      - 5 

    Ireland.


     

    Each
      Dealer has represented and
      agreed (and each further Dealer appointed under the Programme will be required
      to represent and agree) that: 

     

    
      	(a)	in
              respect of Notes issued by an Irish Issuer which holds a
              certificate under Section 445 of the Irish Taxes Consolidation Act,
              1997 (GECEF has such a certificate) which are not listed on a stock
              exchange, it will not knowingly offer to sell such Notes to an Irish
              resident, or to persons whose usual place of abode is Ireland, and
              that it
              will not knowingly distribute or cause to be distributed in Ireland
              any
              offering material in connection with such Notes. In addition, such
              Notes
              must be cleared through Euroclear, Clearstream, Luxembourg or any other
              clearing system recognised for this purpose by the Irish Revenue
              Commissioners, and have a minimum denomination of £300,000 or its
              equivalent; 


    

     

    
      	(b)	it
              has only issued or passed on, and will only issue or pass on, in
              Ireland, any document received by it in connection with the issue of
              Notes
              to person who are persons to whom the document may otherwise lawfully
              be
              issued or passed on; and 


    

     

    
      	(c)	it
              has complied and will comply with all applicable provisions of
              the Investment Intermediaries Act, 1995 of Ireland (as amended) with
              respect to anything done by it in relation to the Notes or operating
              in,
              or otherwise involving, Ireland and, in the case of a Dealer acting
              under
              and within the terms of an authorisation to do so for the purposes
              of EU
              Council Directive 93/22/EEC of May 10, 1993 (as amended or extended),
              it has complied with any codes of conduct made under the Investment
              Intermediaries Act, 1995 of Ireland (as amended) and, in the case of
              a
              Dealer acting within the terms of an authorisation granted to it for
              the
              purposes of EU Council Directive 2000/12/EC of March 20, 2000 (as
              amended or extended), it has complied with any codes of conduct or
              practice made under section 117(1) of the Central Bank Act, 1989 of
              Ireland (as amended). 


    

     

    Japan.


     

    The
      Notes have not been, and will
      not be, registered under the Securities and Exchange Law of Japan. Accordingly,
      each Dealer has represented and agreed (and each further Dealer appointed under
      the Programme will be required to represent and agree) that it has not, directly
      or indirectly, offered or sold and will not, directly or indirectly, offer
      or
      sell any Notes in Japan or to, or for the benefit of, a resident of Japan or
      to
      others for reoffering or resale, directly or indirectly, in Japan or to a
      resident of Japan, except pursuant to an exemption from the registration
      requirements of, and otherwise in compliance with, the Securities and Exchange
      Law and other relevant laws and regulations of Japan. As used in this paragraph,
      “resident of Japan” means any person resident in Japan,
      including any corporation or other entity organized under the laws of Japan.
      Without limiting the generality of the foregoing, Notes denominated or payable
      in Japanese Yen will be offered and sold by the relevant issuer in compliance
      with the then-current regulations and guidelines of the Japanese Ministry of
      Finance. 

     

    New
      Zealand. 

     

    The
      Issuer does not intend that the
      Notes should be offered for sale or subscription to the public in New Zealand
      in
      terms of the Securities Act 1978. Each Dealer shall: (i) observe all


     

    D
      - 6 

    applicable
      laws and regulations in
      any jurisdiction in which it may subscribe, offer, sell or deliver Notes; and
      (ii) not subscribe, offer, sell or deliver Notes or distribute the Offering
      Document or any other offering material relating to the Notes in any
      jurisdiction except under circumstances that will result in compliance with
      all
      applicable laws and regulations. Without limiting the previous sentence:
      (i) each Dealer has represented and agreed (and each further Dealer
      appointed under the Programme will be required to represent and agree) that
      it
      is a person whose principal business is the investment of money or who, in
      the
      course of and for the purpose of its business, habitually invests money; and
      (ii) no Dealer may offer, sell or deliver Notes or distribute any
      advertisement or offering material relating to the Notes, in breach of any
      provision of the Securities Act 1978. 

     

    Norway.


     

    Each
      Dealer has represented and
      agreed (and each further Dealer appointed under the Programme will be required
      to represent and agree) that it has not, directly or indirectly, offered or
      sold
      and will not, directly or indirectly, offer or sell in the Kingdom of Norway
      any
      Notes other than to persons who are registered with the Oslo Stock Exchange
      as
      professional investors. 

     

    Singapore.


     

    The
      Offering Document has not been
      registered as a prospectus with the Monetary Authority of Singapore under the
      Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly,
      each Dealer has represented and agreed (and each further Dealer appointed under
      the Programme will be required to represent and agree) that it will not offer
      or
      sell the Notes nor make the Notes the subject of an invitation for subscription
      or purchase, nor will it circulate or distribute the Offering Document or any
      other document or material in connection with the offer or sale, or invitation
      for subscription or purchase, of the Notes, whether directly or indirectly,
      to
      the public or any member of the public in Singapore other than (a) to an
      institutional investor specified in Section 274 of the SFA, (b) to a
      sophisticated investor, and in accordance with the conditions, specified in
      Section 275 of the SFA or (c) otherwise pursuant to, and in accordance
      with the conditions of, any other applicable provision of the SFA. 

     

    South
      Africa. 

     

    Each
      Dealer represents and agrees
      (and each further Dealer appointed under the Programme will be required to
      represent and agree) that it has not and will not offer for sale or subscription
      or sell any Notes, directly or indirectly, within the Republic of South Africa
      or to any person or corporate or other entity resident in the Republic of South
      Africa except (a) in accordance with the exchange control regulations of
      the Republic of South Africa and (b) to any entity resident or within the
      Republic of South Africa in accordance with the Commercial Paper regulations,
      the Companies Act 1973 and the Financial Advisory and Intermediary Services
      Act
      2002. 

     

    D
      - 7 

    Switzerland.


     

    Each
      Dealer represents and agrees
      (and each further Dealer appointed under the Programme will be required to
      represent and agree) that the Notes will not be offered or sold in Switzerland
      save for to a limited group of persons within the meaning of Art. 652a(2) of
      the
      Swiss Code of Obligations of March 30, 1911. 

     

    United
      Kingdom 

     

    Each
      Dealer represents and agrees,
      and each further Dealer appointed under the Programme will be required to
      represent and agree, that: 

     

    (a)
      in relation to any Notes which
      have a maturity of less than one year, (i) it is a person whose ordinary
      activities involve it in acquiring, holding, managing or disposing of
      investments (as principal or agent) for the purposes of its business and
      (ii) it has not offered or sold and will not offer or sell any Notes other
      than to persons whose ordinary activities involve them in acquiring, holding,
      managing or disposing of investments (as principal or as agent) for the purposes
      of their businesses or who it is reasonable to expect will acquire, hold, manage
      or dispose of investments (as principal or agent) for the purposes of their
      businesses where the issue of the Notes would otherwise constitute a
      contravention of Section 19 of the Financial Services and Markets Act 2000
      (the “FSMA”) by the Issuer; 

     

    (b)
      it has only communicated or
      caused to be communicated and will only communicate or cause to be communicated
      an invitation or inducement to engage in investment activity (within the meaning
      of Section 21 of the FSMA) received by it in connection with the issue or
      sale of any Notes in circumstances in which Section 21(1) of the FSMA does
      not apply to the relevant Issuer (and in the case of Notes issued by an Issuer
      other than GE Capital) the Guarantor; and 

     

    (c)
      it has complied and will comply
      with all applicable provisions of the FSMA with respect to anything done by
      it
      in relation to any Notes in, from or otherwise involving the United Kingdom.
      

     

    General.


     

    Each
      Dealer represents and agrees
      (and each further Dealer appointed under the Programme will be required to
      represent and agree) that it will comply with all applicable laws and
      regulations in force in a jurisdiction in which it purchases, offers or sells
      the Notes or possesses or distributes the Offering Document and will obtain
      any
      consent, approval or permission required by it for the purchase, offer or sale
      by it of the Notes under the laws and regulations in force in any jurisdiction
      to which it is subject or in which it makes such purchase, offers or sales
      and
      neither the relevant Issuer nor (in the case of Notes issued by an Issuer other
      than GE Capital the Guarantor nor any other Dealer shall have responsibility
      therefor. 

     

    D
      - 8 

    Additional
      Offering Restrictions.


     

    Each
      Issuer or (in the case of Notes
      issued by an Issuer other than GE Capital) the Guarantor shall from time to
      time
      advise the Dealer (and each further Dealer appointed under the Programme) of
      any
      selling or other restrictions on the offer or sale of Notes denominated in
      one
      or more other currencies in accordance with the provisions of Section 10(a)
      and Section 17 of the Distribution Agreement to which these selling
      restrictions are attached. 

     

    D
      - 9 

    EXHIBIT
      E


     

    ISSUER
      ACCESSION NOTICE


     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION AND AFFILIATES 

     

    Euro
      Medium-Term Note
      Programme 

     

    [DATE]


     

    BARCLAYS
      BANK PLC


    5
      The North Colonnade 

    Canary
      Wharf 

    London
      E14 4BB 

    England


     

    CREDIT
      SUISSE FIRST BOSTON
      (EUROPE) LIMITED 

    One
      Cabot Square 

    London
      E14 4QJ 

    England


     

    GE
      MONEY BANK


    Tour
      Europlaza 

    20,
      avenue André Prothin


    92063
      Paris La Défense Cedex


    France


     

    GOLDMAN
      SACHS INTERNATIONAL


    Peterborough
      Court 

    133
      Fleet Street 

    London
      EC4A 2BB 

    England


     

    MERRILL
      LYNCH INTERNATIONAL


    Merrill
      Lynch Financial Centre


    2
      King Edward Street 

    London
      EC1A 1HQ 

    England


     

    UBS
      LIMITED


    1
      Finsbury Avenue 

    London
      EC2M 2PP 

    England


     

    Ladies
      and Gentlemen: 

     

    Reference
      is hereby made to the
      Seventh Amended and Restated Distribution Agreement dated July 1, 2005 (the
“Distribution Agreement”) among General Electric Capital Corporation (“GE
      Capital”), the other issuer parties to such agreement (together with GE Capital,
      each an “Issuer”) and each of the dealers named above (the “Dealers”), pursuant
      to which Euro Medium-Term Notes (“Notes”) of such Issuers are distributed from
      time to time. Capitalized terms used but not defined herein have the meanings
      assigned to such terms in the Distribution Agreement. 

     

    E
      - 1 

    Pursuant
      to Section 16 of the
      Distribution Agreement, this Issuer Accession Notice is being delivered to
      notify you that as of the date hereof [name of Additional Issuer] has acceded
      as
      an Additional Issuer thereunder. 

     

    Each
      of the Guarantor and the
      Additional Issuer hereby confirm the following with respect to the accession
      of
      the Additional Issuer: 

     

    
      	 	1.	As
              required by Section 16(a) of the Distribution Agreement,
              the Additional Issuer is a Subsidiary of GE Capital and all Notes to
              be
              issued by the Additional Issuer will be unconditionally and irrevocably
              guaranteed by GE Capital. 


    

     

    
      	 	2.	Each
              of the Condition Precedent documents set forth in
              Section 16(b) of the Distribution Agreement is attached hereto,
              including: (a) the legal opinions required by Section 16(b)(ii),
              (b) the Officers’ Certificate required by Section 16(b)(iii) and
              (c) the form of Offering Document supplement pertaining to the
              Additional Issuer, as required by Section 16(b)(v).
              


    

     

    
      	 	3.	Pursuant
              to Section 16(b)(iv) of the Distribution Agreement,
              [the UKLA and the London Stock Exchange/other stock exchange] has
              confirmed that listing of any Notes issued by the Additional Issuer
              will
              be granted subject only to delivery of the Offering Document as most
              recently amended or supplemented. 


    

     

    Notices
      under Section 13 of the
      Distribution Agreement can be delivered to the Additional Issuer at the
      following address or facsimile number set forth below: 

     

    [Name
      of Additional Issuer]


    [Address]


    Phone:


    Fax:


    Attention:


     

    E
      - 2 

    [Supplemental
      Information to be
      added to Administrative Procedures, if any] 

     

    
      	
            	
            	
            
	
              Very
                truly
                yours,

            
	
            
	
              GENERAL ELECTRIC CAPITAL CORPORATION

            
	
            	
            
	
              By

            	 	
               

              

            
	
              Name:

            	 	 
	
              Title:

            	 	 
	
            
	
              [ADDITIONAL
                ISSUER]

            
	
            	
            
	
              By

            	 	
               

              

            
	
              Name:

            	 	 
	
              Title:

            	 	 


    

     

    E
      - 3