**Exhibit 4(f)**

FIFTH
AMENDED AND RESTATEDFISCAL AND PAYING AGENCY AGREEMENT

among

GENERAL ELECTRIC CAPITAL CORPORATIONGE CAPITAL AUSTRALIA FUNDING
PTY. LTD. (A.B.N. 67 085 675 467)GE CAPITAL CANADA FUNDING COMPANYGE
CAPITAL EUROPEAN FUNDINGGE CAPITAL UK FUNDING

and

JPMORGAN CHASE BANK

and

J.P.
MORGAN BANK LUXEMBOURG S.A.

and

J.P.
MORGAN BANK (IRELAND) p.l.c.

Euro
Medium-Term Notes and Other Debt Securities Due9 Months or More from Date of
Issue

Dated
as of May 21, 2004

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TABLE OF CONTENTSPage1
    .
    
    Appointment of Paying Agents
    
    12
    .
    
    Notes Issuable in Series
    
    23
    .
    
    Execution and Authentication of Notes; Date and Denomination of
      Notes
    
    44
    .
    
    Exchange and Registration of Transfer of Notes
    
    85
    .
    
    Payments of Principal, Premium and Interest; Paying
      Agents
    
    106
    .
    
    Redemption; Sinking Funds; Repayment at the Option of the
      Holder
    
    137
    .
    
    Mutilated, Destroyed, Stolen or Lost Notes
    
    178
    .
    
    Events of Default
    
    179
    .
    
    Additional Payments; Tax Redemption
    
    2110
    .
    
    Covenant of the Issuers and the Guarantor
    
    3111
    .
    
    Obligations of the Fiscal and Paying Agent
    
    3112
    .
    
    Maintenance and Resignation of Fiscal and Paying Agent
    
    3313
    .
    
    Paying Agency
    
    3414
    .
    
    Merger, Consolidation, Sale or Conveyance
    
    3515
    .
    
    Meetings of Holders of the Notes
    
    3616
    .
    
    Consent of Holders
    
    3817
    .
    
    Stamp Taxes
    
    3918
    .
    
    Modifications and Amendments
    
    3919
    .
    
    Accession of Additional Issuers
    
    4020
    .
    
    Notices to Parties
    
    4121
    .
    
    Notices to and by Holders of the Notes
    
    4322
    .
    
    Business Day
    
    4423
    .
    
    Central Bank Reporting Requirements
    
    4424
    .
    
    Governing Law
    
    4425
    .
    
    Consent to Service
    
    4426
    .
    
    Counterparts
    
    4427
    .
    
    Inspection of Agreement
    
    4528
    .
    
    Descriptive Headings
    
    4529
    .
    
    Provisions Binding on Successors
    
    4530
    .
    
    Official Acts by Successor Corporation
    
    4531
    .
    
    Severability
    
    45


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FIFTH AMENDED AND RESTATED
FISCAL AND PAYING AGENCY AGREEMENT, dated as of May 21, 2004 between 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 laws of the Commonwealth 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 of which was incorporated
as a public unlimited liability company under the Irish Companies Acts
1963-2003) (GEC Australia Funding, GEC Canada Funding, the Irish Issuers and
each Additional Issuer (as defined herein) acceding hereto pursuant to Section
19 hereof, each an "Issuer" and collectively, the "Issuers") and JPMORGAN CHASE
BANK, as fiscal and principal paying agent, J.P. MORGAN BANK LUXEMBOURG S.A. as
initial registrar, Luxembourg paying agent and Luxembourg transfer agent, and
J.P. MORGAN BANK (IRELAND) p.l.c. as Irish Paying Agent (such agreement, as
further amended and supplemented from time to time, the
"Agreement").

Pursuant to the Fifth Amended
and Restated Distribution Agreement, dated May 21, 2004, among the Issuers
(including GE Capital in its capacity as guarantor (the "Guarantor") of Notes
issued by an Issuer other than GE Capital) and the agents named therein (the
"Agents") (as further amended from time to time, the "Distribution Agreement"),
each Issuer has agreed to issue from time to time its Euro Medium-Term Notes
("Medium Term Notes") and other debt securities ("Other Debt Securities") having
maturities from 9 months or more from date of issue (collectively, Medium Term
Notes and Other Debt Securities are referred to herein as the "Notes"). The
Guarantor has agreed to guarantee Notes issued pursuant to this Agreement by
each Issuer other than GE Capital in the form of the guarantee attached hereto
as Exhibit D-1 (the "Guarantee"). Administrative procedures, which have been
agreed to by the Issuers (including GE Capital in its capacity as Guarantor) and
the Agents as of the date hereof, are attached as Exhibit A hereto (such
procedures, as amended from time to time pursuant to the Distribution Agreement,
are hereinafter referred to as the "Administrative
Procedures").

Pursuant to this Agreement,
the Fourth Amended and Restated Fiscal and Paying Agency Agreement dated May 23,
2003 (the "Prior Agency 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 Agency Agreement shall continue in full force and
effect.

1. Appointment of Paying
Agents. Each Issuer and (in the case of Notes issued by an Issuer other than
GE Capital) the Guarantor hereby appoint JPMorgan Chase Bank, acting through its
London Branch located at Trinity Tower, 9 Thomas More Street, London E1W 1YT,
England, as the fiscal agent and as the principal paying agent (in such
capacities and including any successor fiscal and paying agent appointed
hereunder, the "Fiscal and Paying Agent"), J.P. Morgan Bank Luxembourg S.A. as
paying agent (the "Luxembourg Paying Agent") and J.P. Morgan Bank (Ireland)
p.l.c. as Irish paying agent (the "Irish Paying Agent", and, together with the
Fiscal and Paying Agent and the Luxembourg Paying Agent, the "Paying Agents"),
in each case in respect of the Notes, upon the terms and subject to the
conditions stated herein and in the Notes certified from time to time pursuant
to Section 2 hereof. Each of the Fiscal and Paying Agent, the Luxembourg Paying
Agent and the Irish Paying Agent hereby accepts such appointment and agrees,
upon such terms and subject to such conditions, to perform its respective
obligations under this Agreement, the Notes certified from time to time pursuant
to Section 2 hereof and the Administrative Procedures. In addition, unless
otherwise agreed by the parties hereto, the Fiscal and

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Paying
Agent agrees to appoint its local branch or affiliate located in the
jurisdiction of the country where any Notes are listed from time to time as an
additional paying agent, to the extent required by the rules and regulations of
the applicable exchange and to the extent the Fiscal and Paying Agent has a
branch or affiliate located in such jurisdiction.

2. Notes Issuable in
Series.

(a) Each Issuer may issue
Notes hereunder in one or more series of Notes, each series (a "Series") having
identical terms but for authentication date and public offering price; provided
that a Series of Notes may not comprise Notes in bearer form ("Bearer Notes")
and Notes in registered form ("Registered Notes"). Each such Series may contain
one or more tranches of Notes, each such tranche (a "Tranche") having identical
terms, including authentication date and public offering price; provided that a
Tranche of Notes may not comprise Bearer Notes and Registered
Notes.

(b) Notes issued hereunder
shall be issued pursuant to authority granted by the Board of Directors of the
relevant Issuer and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor or any duly authorized committee thereof and shall be in
such form as shall be certified to the Fiscal and Paying Agent from time to time
by any one authorized person, as specified in Section 3(a)
hereof.

(c) Prior to the issue of the
first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor shall
advise the Fiscal and Paying Agent in writing of the following terms which shall
be applicable to such Series of Notes (each such set of written instructions
shall be provided by such persons as are designated by an Issuer Authorized
Representative (as defined in Section 3(a)) from time to time in an incumbency
certificate delivered to the Fiscal and Paying Agent and shall hereinafter be
referred to as a "Corporate Order"):

(1) the title of the
      Series (which shall distinguish the Notes of such Series from all other
      Notes), including identifying whether such series will be issued as Medium
      Term Notes or Other Debt
Securities;


(2) any limit upon the
      aggregate principal amount of the Notes of such Series which may be
      authenticated and delivered under this Agreement (except for Notes
      authenticated and delivered upon registration of transfer of, or in
      exchange for, or in lieu of, other Notes of the Series pursuant to
      Sections 3, 4, 6 and 7);


(3) the date or dates on
      which the principal of and premium, if any, on the Notes of the Series are
      payable;


(4) the rate or rates,
      or the method of determination thereof, at which the Notes of the Series
      shall bear interest, if any, the date or dates from which such interest
      shall accrue, the interest payment dates on which such interest shall be
      payable and, in the case of any Registered Note, if other than as set
      forth in Section 3, the record dates for the determination of holders to
      whom interest is payable;


(5) the place or places
      where the principal of, and premium, if any, and interest on Notes of the
      Series shall be payable;


2

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(6) the currency or
      composite currency in which the Notes of such Series are denominated (the
      "Specified Currency");


(7) the currency or
      currencies in which payments on the Notes of such Series are payable, if
      other than the Specified
Currency;


(8) the price or prices
      at which, the period or periods within which and the terms and conditions
      upon which the Notes of such Series may be redeemed, in whole or in part,
      at the option of the relevant Issuer, pursuant to any sinking fund or
      otherwise;


(9) the obligation, if
      any, of the relevant Issuer or the Guarantor to redeem, purchase or repay
      the Notes of such Series pursuant to any right to do so contained in the
      Notes or pursuant to sinking fund or analogous provisions or at the option
      of a holder thereof and the price or prices at which and the period or
      periods within which and the terms and conditions upon which the Notes of
      such Series shall be redeemed, purchase or repaid, in whole or in part,
      pursuant to such obligation;


(10) the denominations
      in which the Notes of such Series shall be issuable, in all cases subject
      to compliance with all applicable laws and
      regulations;


(11) if other than the
      principal amount thereof, the portion of the principal amount of the Notes
      of such Series which shall be payable upon declaration of acceleration of
      the maturity thereof pursuant to Section
8;


(12) if the principal
      of, premium, if any, or interest on the Notes of such Series are to be
      payable, at the election of the relevant Issuer or the Guarantor or a
      holder thereof, in a currency other than the Specified Currency, the
      period or periods within which, and the terms and conditions upon which,
      such election may be made;


(13) if the amount of
      payments of principal, of premium, if any, and of interest on the Notes of
      such Series may be determined with reference to an index based on currency
      other than the Specified Currency, the manner in which such amounts shall
      be determined;


(14) if other than as
      provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series
      will be issuable as Registered Notes or Bearer Notes (with or without
      coupons), or any combination of the foregoing, any restriction applicable
      to the offer, sale or delivery of Bearer Notes or the payment of interest
      thereon and the terms upon which Bearer Notes of any Series may be
      exchanged for Registered Notes of such Series, except that the Notes of
      such Series shall only be issuable as Bearer Notes unless otherwise
      provided in such Corporate
Order;


(15) any Events of
      Default with respect to the Notes of such Series, if not set forth
      herein;


(16) if other than those
      named herein, any other depositaries, authenticating or paying agents,
      transfer agents or registrars or any other agents with respect to such
      Series;


(17) the stock exchange,
      competent listing authority and/or quotation system, if any, on or by
      which the Notes will be listed, quoted and/or traded and related
      information;


3

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(18) any applicable
      restrictions on the transfer of any of the Notes of such Series;
      and


(19) any other terms of
      the Series (which terms shall not be inconsistent with the provisions of
      this Agreement).


All Notes of any one Series
and coupons, if any, appertaining thereto, shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Corporate Order. The Notes and the coupons, if any, appertaining thereto
shall be in substantially such form as shall be established pursuant to a
resolution of the Board of Directors of the relevant Issuer and the Guarantor,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement, and may have
such legends or endorsements placed thereon as the officers executing the same
may approve (execution thereof to be conclusive evidence of such approval) and
as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with the directions of Euroclear Bank S.A./N.V. as operator
of the Euroclear System ("Euroclear"), Clearstream Banking, société anonyme
("Clearstream, Luxembourg") or any other clearance system specified for a
particular Tranche or Series of Notes, or any successors thereto, or with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange, competent listing authority and/or quotation
system on or by which such Notes may be listed, quoted and/or traded, or to
conform to usage.

(d) An additional Tranche of
the same Series may be issued subsequent to the original issue date of any Notes
of such Series (hereinafter called "Additional Notes") following the receipt by
the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche,
which Corporate Order will identify the Series to which such Tranche belongs and
the issue date and aggregate principal amount of the Notes of such Tranche. Any
such Additional Notes shall be issued initially as provided in Section 3. In the
event Additional Notes are issued prior to the Exchange Date (as hereinafter
defined) for a temporary global Bearer Note representing a prior Tranche of
Notes of the same Series, the Exchange Date for such prior Tranche of Notes may
be extended to a date not less than 40 days after the issue date of such
Additional Notes; provided however, in no event shall the Exchange Date for any
Tranche of Notes be extended to a date more than 160 days after their issue
date. Additional Notes, together with each prior and subsequent Tranche of Notes
of the same Series, shall constitute one and the same Series of Notes for all
purposes under this Agreement.

3. Execution and
Authentication of Notes; Date and Denomination of
Notes

(a) Execution, delivery and
safekeeping of Notes. The Notes and, if applicable, coupons appertaining
thereto in the form certified to the Fiscal and Paying Agent pursuant to the
provisions of Section 2(b) shall each be executed (i) in the case of Notes
issued by GE Capital, by any one of GE Capital's Chairman, one of its
Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice
President-Corporate Treasury and Global Funding Operation or by a duly
authorized attorney-in-fact of GE Capital or (ii) in the case of Notes issued by
an Issuer other than GE Capital, by a duly authorized officer of such Issuer or
a duly authorized attorney-in-fact of such Issuer (each an "Issuer Authorized
Representative"). Such signatures may be the manual or facsimile signatures of
any person who, at the time of such execution, holds any such office or of a
duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or
otherwise reproduced on the Notes or the coupons. Each definitive Note shall
have imprinted thereon a facsimile of the corporate seal of the relevant Issuer
attested by the Secretary or any Assistant Secretary of such Issuer. In case any
authorized officer of such Issuer or attorney-in-fact who shall have signed any
Note or coupon shall cease to hold such office or be such

4

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attorney-in-fact before the Note so signed (or the Note to which the
coupon so signed is attached) shall be authenticated and delivered by the Fiscal
and Paying Agent or disposed of by such Issuer, such Note or coupon nevertheless
may be authenticated and delivered or disposed of as though the person who
signed such Note or coupon had not ceased to hold such office or be such
attorney-in-fact; and any Note or coupon may be signed on behalf of such Issuer
by any person who, as at the actual date of the execution of such Note or
coupon, shall hold such office or be an attorney-in-fact, although at the date
of the execution and delivery of this Agreement any such person did not hold
such office or was not an attorney-in-fact.

The relevant Issuer will
furnish the Fiscal and Paying Agent with an adequate supply of Notes having
attached thereto appropriate coupons, if any, in the forms approved in
accordance with Section 2(b) of this Agreement, bearing consecutive control
numbers. Such Notes shall have been executed by an Issuer Authorized
Representative and attested by the Secretary or an Assistant Secretary of such
Issuer in accordance with this Section. The Fiscal and Paying Agent or its
designated agent will hold such blank Notes in safekeeping in accordance with
its customary practice and shall issue such Notes in the order of the control
numbers imprinted thereon. The Fiscal and Paying Agent will permit the relevant
Issuer and its agents, at all reasonable times and upon reasonable notice, to
examine the Notes and all books, records and other materials and information of
the Fiscal and Paying Agent relating thereto.

(b) Execution of
Guarantee. The Guarantee endorsed on Notes issued by an Issuer other than GE
Capital shall be executed on behalf of the Guarantor by any one of its Chairman,
one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior
Vice President-Corporate Treasury and Global Funding Operation or by a duly
authorized attorney-in-fact. Such signatures may be the manual or facsimile
signatures of any person who, at the time of such execution, holds any such
office or of a duly authorized attorney-in-fact. Any signature in facsimile may
be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes.
Each Guarantee endorsed on each definitive Note shall have imprinted thereon a
facsimile of the corporate seal of the Guarantor. In case any authorized officer
of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall
cease to hold such office or be such attorney-in-fact before the Note endorsed
with the Guarantee so signed shall be authenticated and delivered by the Fiscal
and Paying Agent or disposed of by the relevant Issuer, such Note or coupon
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Guarantee endorsed on such Note had not ceased to hold
such office or be such attorney-in-fact; and any Guarantee may be signed on
behalf of the Guarantor by any person who, as at the actual date of the
execution of such Guarantee, shall hold such office or be an attorney-in-fact,
although at the date of the execution and delivery of this Agreement any such
person did not hold such office or was not an
attorney-in-fact.

(c) Authentication of
temporary global Notes. Unless otherwise specified in the applicable
Corporate Order or by the relevant Agent or Agents, each Tranche of Notes,
including any Tranche of Additional Notes issued prior to the Exchange Date for
a prior Tranche of Notes of the same Series, shall initially be issued in the
form of a single temporary global Note. The temporary global Notes shall be
authenticated by the Fiscal and Paying Agent or by a duly authorized officer or
attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in
substantially the same manner and with the same effect as the definitive Notes,
and shall be deposited with a common depositary (the "Common Depositary") for
the accounts of Euroclear and Clearstream, Luxembourg or any other recognized
and agreed clearing system for credit to the respective securities clearance
accounts of the relevant Agents (or to such other accounts as they may have
directed) maintained with Euroclear, Clearstream, Luxembourg or other recognized
and agreed clearing system. For purposes of this Agreement "Exchange Date" for

5

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any Series
of Notes shall mean the first Business Day that is at least 40 days after the
issue date of such Series; provided that in the event a Tranche of Additional
Notes of the same Series is issued prior to the Exchange Date of a prior Tranche
of such Series (as such Exchange Date may have been extended pursuant to this
sentence), such Exchange Date shall be extended (or further extended, as the
case may be) to a date not earlier than 40 days after the issue date of such
subsequent Tranche; provided however, in no event shall the Exchange Date for
any Tranche of Notes be extended to a date more than 160 days after their issue
date. No such exchange will be made on a day that is not a London Business Day,
but shall instead be made on the next succeeding day that is a London Business
Day. For the purposes of this Clause 3(c) "London Business Day" means a day upon
which banks are generally open for business (including dealings in foreign
currency) in London, England.

(d) Exchange of temporary
global Notes; certification requirements. On or up to 10 days prior to the
Exchange Date for any Series of Notes held in temporary global form, the holders
of such temporary global Note shall deliver to Euroclear, Clearstream,
Luxembourg or other recognized and agreed clearance system, as the case may be,
a certificate substantially in the form set forth in Exhibit B-1 hereto, copies
of which certificate shall be available at the offices of Euroclear,
Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent,
(in the case of Notes listed on the Luxembourg Stock Exchange) the Luxembourg
Paying Agent, (in the case of Notes listed on the Irish Stock Exchange) the
Irish Paying Agent and each other paying agent of the relevant Issuer and (in
the case of Notes issued by an Issuer other than GE Capital) the Guarantor. On
or after the Exchange Date for any Series of Notes, upon the request of the
Common Depositary, acting on behalf of Euroclear, Clearstream, Luxembourg or
other clearance system, acting in turn on behalf of such holders, the Fiscal and
Paying Agent shall authenticate a permanent global Note in bearer form or (if
specified in the applicable Corporate Order) definitive Bearer Notes and/or
definitive Registered Notes in the amounts requested in an aggregate principal
amount equal to the aggregate principal amount of the temporary global Note
beneficially owned by such owners, but only upon delivery by Euroclear,
Clearstream, Luxembourg and/or other clearance system, acting on behalf of such
owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact
of a certificate or certificates substantially in the form set forth in Exhibit
B-2 hereto. Such permanent global Note, if any, shall be authenticated by the
Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of
the Fiscal and Paying Agent, upon the same conditions, in substantially the same
manner and with the same effect as the definitive Notes, and shall be deposited
with the Common Depositary for the accounts of Euroclear, Clearstream,
Luxembourg and/or other clearance system for credit to the respective accounts
of such holders.

Upon any such exchange of all
or a portion of a temporary global Note for a permanent global Note or
definitive Notes, such temporary global Note shall be endorsed by the Fiscal and
Paying Agent or its duly authorized attorney-in-fact to reflect the reduction of
its principal amount by an amount equal to the aggregate principal amount of
such permanent global Note or definitive Notes as to which certification has
been provided as set forth in the preceding paragraph.

(e) Exchange of permanent
global Note; certification requirements. Holders of Notes desiring to
exchange their interests in any permanent global Note for definitive Notes in
bearer form or (if the relevant Corporate Order so allows) for definitive Notes
in registered form shall instruct Euroclear, Clearstream, Luxembourg or other
clearance system, as the case may be, to request such exchange on their behalf
and shall deliver to Euroclear, Clearstream, Luxembourg or such other clearance
system, as the case may be, a certificate substantially in the form set forth in
Exhibit C-1 hereto, copies of which certificate shall be available at the
offices of Euroclear, Clearstream, Luxembourg or other clearance system, the
Fiscal and Paying Agent and each other paying agent of the relevant Issuer and
(in the case of

6

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Notes
issued by an Issuer other than GE Capital) the Guarantor. Upon the request of
the Common Depositary, acting on behalf of Euroclear, Clearstream, Luxembourg
and/or other clearance system, acting in turn on behalf of such holders, the
Fiscal and Paying Agent shall, upon 30 days' written notice, authenticate and
deliver outside the United States and outside the jurisdiction of incorporation
or organization of the relevant Issuer (except in compliance with the securities
and other laws and regulations of such jurisdiction, including any applicable
laws and regulations of any political subdivision thereof) to or for the account
of such holders, definitive Notes in an aggregate principal amount equal to the
aggregate principal amount of such permanent global Note, but only upon delivery
by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on
behalf of such owners, to the Fiscal and Paying Agent or its duly authorized
attorney-in-fact of a certificate or certificates substantially in the form set
forth in Exhibit C-2 hereto. All expenses incurred as a result of any such
exchange shall be paid by the relevant Issuer or (in the case of Notes issued by
an Issuer other than GE Capital) the Guarantor. Notwithstanding anything to the
contrary contained in this subsection 3(e), the Fiscal Agent shall not be
required to exchange the entire aggregate principal amount of a permanent global
Note for definitive Bearer Notes in the event holders of less than the entire
aggregate principal amount of the permanent global Note have requested
definitive Bearer Notes, provided the operating rules and regulations of the
clearance system then in effect would permit less than the entire aggregate
principal amount of the permanent global Note to be so
exchanged.

Each permanent global Note
shall in all respects be entitled to the same benefits under this Agreement as
definitive Notes authenticated and delivered hereunder.

Any certification referred to
in Section 3(c) or (d) above which is delivered to the Fiscal and Paying Agent
by Euroclear, Clearstream, Luxembourg or other clearance system, as the case may
be, may be relied upon by the Fiscal and Paying Agent as conclusive evidence
that the corresponding certification or certifications of the holder or holders
have been delivered to Euroclear, Clearstream, Luxembourg or such other
clearance system, as the case may be, pursuant to the terms of this Agreement
and the terms of the Notes.

(f) Authentication of
Registered Notes. If so specified in the applicable Corporate Order, Notes
of any Series may be issued in fully registered form. Such Corporate Order will
specify whether Registered Notes of such Series may be issued in exchange for
Bearer Notes of such Series and whether the Notes of such Series may initially
be issued in permanent global or definitive form. Registered Notes shall be
authenticated by the Fiscal and Paying Agent or by a duly authorized officer or
attorney-in-fact of the Fiscal and Paying Agent and, in the case of permanent
global Registered Notes, registered in the name of a nominee for and deposited
with the Common Depositary for the accounts of Euroclear, Clearstream,
Luxembourg, and/or another recognized clearance system, for credit to the
respective securities clearance accounts of the relevant Agents (or to such
other accounts as they may have directed) maintained with Euroclear,
Clearstream, Luxembourg, another clearance system or The Depository Trust
Company in New York City for credit to the respective accounts of the relevant
Agents (or to such other accounts as they may have directed) maintained with The
Depository Trust Company or such other clearance and settlement organization as
is specified in the applicable Corporate Order.

7

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4. Exchange and
Registration of Transfer of Notes.

(a) Exchange of Registered
Notes. Registered Notes of any Series may be exchanged for a like aggregate
principal amount of Registered Notes of the same Series of other authorized
denominations. Bearer Notes will not be issuable in exchange for Registered
Notes.

If so provided in the relevant
Corporate Order, Bearer Notes of any Series (with all unmatured coupons, if any,
and all matured coupons, if any, then in default, attached thereto) will be
exchangeable (upon the terms, set forth in Section 3) for Registered Notes of
the same Series of any authorized denominations and in an equal aggregate
principal amount. Bearer Notes surrendered in exchange for Registered Notes
after the close of business on (i) any record date with respect to any regular
payment of interest and before the opening of business at such office on the
relevant interest payment date or (ii) any record date to be established for the
payment of defaulted interest and before the opening of business on the related
proposed date for payment of defaulted interest, shall be surrendered without
the coupon relating to such date for payment of interest.

Notes to be exchanged pursuant
to the preceding two paragraphs shall be surrendered, at the option of the
holders thereof, either at the office or agency designated and maintained by the
relevant Issuer and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor for such purpose in accordance with the provisions of
Section 5 or at any of such other offices or agencies as may be designated and
maintained by such Issuer and the Guarantor for such purpose in accordance with
the provisions of Section 5, and such Issuer shall execute and register, the
Guarantor shall cause the Guarantee to be endorsed thereon and the Fiscal and
Paying Agent shall authenticate and deliver in exchange therefor the Note or
Notes which the Noteholder making the exchange shall be entitled to receive. The
term "Noteholder," "holder of Notes," or other similar terms, shall mean,
(a) with respect to any Registered Note, the person in whose name at the
time such Registered Note is registered on the books of the relevant Issuer kept
for that purpose in accordance with the terms hereof or (b) with respect to
any Bearer Note, the bearer thereof. Each person designated by the relevant
Issuer as a person authorized to register and register transfer of the Notes is
sometimes herein referred to as a "Registrar." In no event shall such Issuer
designate more than one Registrar for each Series of Registered Notes. No person
shall at any time be designated as or act as a Registrar unless such person is
at such time empowered under applicable law to act as such and duly registered
to act as such under and to the extent required by applicable law and
regulations.

(b) Transfers of Registered
Notes. Each Registrar shall keep, at each such office or agency outside of
the United Kingdom, a register for each Series of Notes (for which it has been
appointed Registrar) issuable in registered form (the registers of all
Registrars being herein sometimes collectively referred to as the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Registrar
shall register Registered Notes and shall register the transfer of Registered
Notes as herein provided. The Register shall be in written form or in any other
form capable of being converted into written form within a reasonable time. At
all reasonable times the Register shall be open for inspection by the relevant
Issuer, the Guarantor, the Fiscal and Paying Agent and any Registrar. Upon due
presentment for registration of transfer of any Registered Note of any Series at
any designated office or agency, such Issuer shall execute, the Guarantor shall
(in the case of Notes issued by an Issuer other than GE Capital) cause the
Guarantee to be endorsed thereon, the Registrar shall register and the Fiscal
and Paying Agent shall authenticate and deliver in the name of the transferee or
transferees a new Registered Note or Registered Notes of the same Series for an
equal aggregate principal amount. Registration or registration of transfer of
any Registered Note by any Registrar in the Register maintained by such

8

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Registrar,
and delivery of such Registered Note, duly authenticated, shall be deemed to
complete the registration or registration of transfer of such Registered
Note.

All Registered Notes presented
for registration of transfer or for exchange, redemption, repayment or payment
shall (i) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer or exchange in form satisfactory to the Issuer, the
Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and
the Registrar duly executed by, the holder or his attorney duly authorized in
writing and (ii) be accompanied by a duly completed Form W-8BEN or other
applicable form required by the United States Internal Revenue Code of 1986, as
amended, of the transferee.

If so specified in the
applicable Corporate Order, the transfer of some or all of the Registered Notes
of any Series may be subject to the restrictions set forth therein. If so
specified in such Corporate Order, the Registrar for such Notes shall not
register the transfer of any such Notes absent compliance with such
restrictions.

(c) Exchange and transfer
of Bearer Notes. Bearer Notes in definitive form of any Series will be
exchangeable for Bearer Notes in definitive form of the same Series in other
authorized denominations, in an equal aggregate principal amount. Bearer Notes
to be so exchanged shall be surrendered, at the option of the holders thereof,
at the office of any Paying Agent appointed by the relevant Issuer and (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor to
perform such service in accordance with the provisions of Section 5, and such
Issuer shall execute, the Guarantor shall cause the Guarantee to be endorsed
thereon and such Paying Agent shall authenticate and deliver in exchange
therefor the Bearer Note or Notes which the Noteholder making the exchange shall
be entitled to receive. Bearer Notes and any coupons appertaining thereto will
be transferable by delivery.

(d) Repository of master
list of holders of Registered Notes. The relevant Issuer will at all times
designate one person (who may be such Issuer and who need not be the Registrar
of any Series) to act as repository of a master list of names and addresses of
the holders of the Registered Notes. J.P. Morgan Bank Luxembourg S.A. shall act
as such repository unless and until some other person is, by written notice from
such Issuer to J.P. Morgan Bank Luxembourg S.A., copied to the fiscal and paying
agent and each Registrar, designated by such Issuer to act as such. Such Issuer
shall cause each Registrar to furnish to such repository, on a current basis,
such information as to all registrations of transfer and exchanges effected by
such Registrar, as may be necessary to enable such repository to maintain such
master list on as current a basis as is practicable.

(e) Miscellaneous.
Except as provided in Section 3(d), no service charge shall be made for any
exchange or registration of transfer of Notes, but the relevant Issuer and (in
the case of Notes issued by an Issuer other than GE Capital) the Guarantor may
require payment of a sum sufficient to cover any transfer taxes or other
governmental charge that may be imposed in connection
therewith.

The relevant Issuer shall not
be required (i) to issue, register the transfer of or exchange Notes to be
redeemed for a period of fifteen calendar days preceding the first publication
of the relevant notice of redemption, or if Registered Notes are outstanding and
there is no publication, the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Registered Notes selected for
redemption, in whole or in part, except the unredeemed portion of any such
Registered Notes being redeemed in part, or (iii) to exchange any Bearer Notes
selected for redemption, except that such Bearer Notes may be exchanged for
Registered Notes of like tenor, provided that such Registered Notes shall be

9

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simultaneously surrendered for redemption or (iv) to register transfer of
or exchange any Notes surrendered for optional repayment, in whole or in
part.

Notwithstanding anything
herein or in the terms of any Notes to the contrary, none of the relevant
Issuer, the Fiscal and Paying Agent or any agent of such Issuer or the Fiscal
and Paying Agent shall be required to exchange any Bearer Note for a Registered
Note if such exchange would result in adverse income tax consequences to such
Issuer (such as, for example, the inability of such Issuer to deduct from its
income, as computed for income tax purposes, the interest payable on the Bearer
Notes) under (i) then applicable United States Federal income tax laws, or (ii)
in the case of an Issuer other than GE Capital, then applicable income tax laws
or regulations of the jurisdiction of incorporation or organization of the
Issuer or any political subdivision thereof or therein.

5. Payments of Principal,
Premium and Interest; Paying Agents.

(a) Payment generally.
In order to provide for the payment of the principal of, premium and interest on
each Series of Notes as the same shall become due and payable on any payment
date, the relevant Issuer hereby agrees to pay to the Fiscal and Paying Agent at
the place and in the manner specified below or to such account or at such
offices of any paying agent outside of the United States and, in the case of
Notes issued by an Issuer other than GE Capital, outside the jurisdiction of
incorporation or organization of the relevant Issuer, as the Fiscal and Paying
Agent shall specify in writing to such Issuer and (in the case of Notes issued
by an Issuer other than GE Capital) the Guarantor, such writing to be delivered
not less than five calendar days prior to the payment date, in such currency or
currency units as shall be required to make the payment due on such payment
date, on each interest payment date and on the maturity date of such Series of
Notes or any date fixed for redemption or acceleration of such Series of Notes
(in each case determined in accordance with the terms of such Notes), in
immediately available funds available on such interest payment, maturity,
redemption or acceleration date, as the case may be, in an aggregate amount
which (together with any funds then held by the Fiscal and Paying Agent and
available for the purpose) shall be sufficient to pay the entire amount of the
principal of, premium and interest on such Series of Notes (including Additional
Amounts (as defined below), if any, becoming due on such interest payment,
maturity, redemption or acceleration date), and the Fiscal and Paying Agent
shall hold such amount in trust and apply it to the payment of any such
principal, premium or interest on such interest payment, maturity, redemption or
acceleration date. Nothing contained herein shall be construed to require the
Fiscal and Paying Agent or any other paying agent to make any payment to the
holder of a Note until funds have been received from the relevant Issuer
pursuant to this Section.

(b) Payments on temporary
global Notes; certification requirements. Holders of any temporary global
Note may receive interest payments prior to the Exchange Date of such temporary
global Note; provided such holders deliver a certificate or certificates to
Euroclear, Clearstream, Luxembourg or, if specified in the Corporate Order,
other recognized clearing system substantially in the form set forth in Exhibit
B-1 and instruct Euroclear, Clearstream, Luxembourg or other clearance system,
as the case may be, to request such interest payment on their behalf. Upon the
request of the Depositary, acting on behalf of Euroclear, Clearstream,
Luxembourg or other clearance system, acting in turn on behalf of holders of
Notes, the Fiscal and Paying Agent shall make payments of interest to the
holders of interests in temporary global Notes, but only upon delivery by
Euroclear, Clearstream, Luxembourg, or other clearance system, acting on behalf
of such owners, to the Fiscal and Paying Agent or its duly authorized
attorney-in-fact of a certificate or certificates substantially in the form set
forth in Exhibit B-2 hereto.

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In the event of redemption or
acceleration of all or any part of any temporary global Note prior to its
Exchange Date, holders will be entitled to receive payment on or after the date
fixed for such redemption or on which such acceleration occurs upon compliance
by such holders and Euroclear, Clearstream, Luxembourg or other clearance
system, as applicable, with the provisions of the preceding paragraph of this
Section.

(c) Payments on Registered
Notes. The person in whose name any Registered Note of a particular Series
is registered at the close of business or on any Record Date (as hereinafter
defined) with respect to any interest payment date for such Series shall be
entitled to receive the interest payable on such interest payment date
notwithstanding the cancellation of such Registered Note upon any registration
of transfer or exchange subsequent to the Record Date and prior to such interest
payment date; provided however, that (i) if and to the extent that the relevant
Issuer shall default in the payment of the interest on such interest payment
date, such defaulted interest shall be paid to the persons in whose names
outstanding Registered Notes of such Series are registered on a subsequent
Record Date established by notice given by mail by or on behalf of such Issuer
to the holders of such Registered Notes not less than 15 calendar days preceding
such subsequent Record Date, such Record Date to be not less than five calendar
days preceding the date or payment of such defaulted interest and (ii) interest
payable at maturity, redemption or repayment of such Registered Note shall be
payable to the person to whom principal shall be payable. The term "Record Date"
as used in this Section with respect to any regular interest payment date, shall
mean the fifteenth calendar day preceding such interest payment date, whether or
not such fifteenth calendar day shall be a Business Day (as defined in Section
22).

Interest on Registered Notes
may at the option of the relevant Issuer be paid by check mailed to the persons
entitled thereto at their respective addresses as such appear in the Register,
or, at the option of any holder of $5,000,000 (or the equivalent thereof in one
or more foreign or composite currencies) or more aggregate principal amount of
Registered Notes of any Series and subject to applicable laws and regulations,
be made by transfer to an account denominated in the currency in which such
payment is to be made, maintained by such holder, if appropriate wire transfer
instructions have been received by such Issuer or its agent not less than 10
calendar days prior to the applicable interest payment
date.

(d) Payments on Bearer
Notes. Payments on Bearer Notes or the coupons appertaining thereto will,
upon presentation of such Notes or coupons at a designated office outside of the
United States, at the holder's option and subject to applicable laws and
regulations, be made by check or wire transfer to an account denominated in the
Specified Currency (unless otherwise provided in the applicable Corporate Order)
in which such payment is to be made, maintained by such holder with a bank
outside the United States and (in the case of Notes issued by an Issuer other
than GE Capital) outside the jurisdiction of organization of the Issuer, if
appropriate wire transfer instructions have been received by the relevant Issuer
or its agent not less than 10 calendar days prior to the applicable interest
payment date.

The relevant Issuer will
maintain one or more offices or agencies in a city or cities located outside the
United States and (in the case of Notes issued by an Issuer other than GE
Capital) outside the country of incorporation or organization of the relevant
Issuer (including any city or country in which such an agency is required to be
maintained under the rules of any stock exchange on which any of the Notes are
listed) where any Bearer Notes issued hereunder and coupons, if any,
appertaining thereto may be presented for payment. No payment on any Bearer Note
or coupon will be made upon presentation of such Bearer Note or coupon at an
agency of the relevant Issuer or the Guarantor within the United States or (in
the case of Notes issued by an Issuer other than GE Capital) within the country
of incorporation or organization of the relevant Issuer nor will any payment be
made by transfer to an account in, or by check

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mailed to
an address in, the United States or (in the case of Notes issued by an Issuer
other than GE Capital) in the country of incorporation or organization of the
relevant Issuer unless pursuant to applicable United States law or the laws or
regulations of the country of incorporation or organization of the relevant
Issuer or any political subdivision thereof or therein (in the case of Notes
issued by an Issuer other than GE Capital) then in effect, such payment can be
made without adverse tax consequences to such Issuer. Notwithstanding the
foregoing, (a) payments in U.S. dollars on Bearer Notes and coupons appertaining
thereto may be made at an agency of such Issuer maintained in the Borough of
Manhattan, The City of New York if such payment in U.S. dollars at each agency
maintained by such Issuer outside the United States for payment on such Bearer
Notes is illegal or effectively precluded by exchange controls or other similar
restrictions, (b) payments in Canadian dollars on Bearer Notes and Coupons
appertaining thereto may be made at an agency of such Issuer maintained in the
City of Toronto if such payment in Canadian dollars at each agency maintained by
such Issuer outside Canada for payment on such Bearer Notes is illegal or
effectively precluded by exchange controls or similar restrictions, and (c) (in
the case of Notes issued by an Issuer other than GE Capital) payments in such
other currencies on Bearer Notes and Coupons appertaining thereto may be made at
such location within the country of incorporation or organization of the
relevant Issuer (other than the United States) as may be specified in the
applicable Corporate Order or otherwise as permitted by applicable laws and
regulations of such country or any political subdivision thereof or
therein.

(e) Place of payment.
As long as any Registered Notes remain outstanding hereunder, the relevant
Issuer will designate and maintain in London, England an office or agency where
such Registered Notes may be presented for payment, and where such Notes may be
presented for registration of transfer and for exchange as provided in this
Agreement and, for so long as any Registered Notes are listed on the Luxembourg
Stock Exchange and/or the Irish Stock Exchange, as the case may be, and the
rules of such exchanges so require, an office or agency for such purposes in
Luxembourg and/or Ireland, as the case may be, provided always that the Register
for such Registered Notes shall be maintained outside of the United
Kingdom.

The relevant Issuer may from
time to time designate one or more additional offices or agencies where Notes
and any coupons appertaining thereto may be presented for payment, where Notes
may be presented for exchange as provided in this Agreement and where Registered
Notes may be presented for registration of transfer as in this Agreement
provided, and such Issuer may from time to time rescind any such designation, as
such Issuer may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve such Issuer of its
obligation to maintain the agencies provided for in this Section. Such Issuer
will give to the Fiscal and Paying Agent prompt written notice of any such
designation or rescission thereof.

The relevant Issuer will give
to the Fiscal and Paying Agent written notice of the location of each such
office or agency and of any change of location thereof. In case such Issuer
shall fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
principal office of the Fiscal and Paying Agent in London,
England.

The relevant Issuer and (in
the case of Notes issued by an Issuer other than GE Capital) the Guarantor
hereby initially designates the offices of J.P. Morgan Bank Luxembourg S.A. (or
in the case of Registered Notes that are listed on the Irish Stock Exchange, the
offices of the Irish Paying Agent in Dublin) as the office or agency where
Registered Notes may be presented for payment, for registration of transfer and
for exchange as in this Agreement provided. Such office of J.P. Morgan Bank
Luxembourg

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S.A. is
also designated as repository pursuant to Section 4 for the master list of the
names and addresses of the holders of Registered Notes.

Irish encashment tax (at a
current rate of 20%) can arise where non-Irish dividends or interest are
entrusted to any person in Ireland for payment.  An exemption from this tax
is available where the beneficial owner of such dividends or interest is
non-Irish resident.  To avail of the exemption, it is necessary for the
non-Irish residents to complete a non-resident declaration form and furnish this
to the Irish Paying Agent.

(f) Payments by the
Guarantor. If the relevant Issuer shall fail to provide for the amounts
payable on any Notes issued by an Issuer other than GE Capital, or coupons
appertaining thereto, if any, the Guarantor shall, subject to its right to avail
itself of defenses under all relevant laws for the prescription of actions in
respect of such Notes and coupons appertaining thereto, forthwith upon receipt
of notice of such failure from the Fiscal and Paying Agent (who shall give such
notice forthwith upon such failure) deliver or cause to be delivered to the
Fiscal and Paying Agent the amount thereof (to the extent that the same has not
then been delivered by the relevant Issuer), which amount shall be held and
applied in payment of such amounts by the Fiscal Agent and Paying Agent in all
respects as if received from the relevant Issuer under this
Agreement.

(g) Taxes; foreign exchange
clearance. The Fiscal Agent hereby agrees to use its best efforts to obtain,
prior to any payment date on the Notes, any tax or foreign exchange clearance or
other authorization required under the laws of the United States or of the
country of incorporation or organization of the relevant Issuer (in the case of
Notes issued by an Issuer other than GE Capital) or any political subdivision
thereof or therein or any applicable foreign country or other authority with
respect to the payment to be made on the Notes on such
date.

6. Redemption; Sinking
Funds; Repayment at the Option of the Holder.

(a) The provisions of this
Section shall be applicable, as the case may be, (i) to any Notes which are
redeemable or subject to repayment at the option of the holder before their
maturity and (ii) to any sinking fund for the retirement of any Notes, in either
case except as otherwise specified as contemplated by Section 2 for any Series
of Notes.

The minimum amount of any
sinking fund payment provided for by the terms of any Notes is herein referred
to as a "mandatory sinking fund payment," and any payment in excess of such
minimum amount provided for by the terms of such Notes is herein referred to as
an "optional sinking fund payment."

In case the relevant Issuer
shall desire to exercise any right to redeem all, or, as the case may be, any
part of, the Notes of any Series in accordance with their terms, it shall fix a
date for redemption. Notice of redemption to the holders of Registered Notes to
be redeemed in whole or in part at the option of such Issuer shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at least
30 days and not more than 60 days prior to the date fixed for redemption to such
holders at their last addresses as they shall appear in the Register. Notice of
redemption to holders of Bearer Notes shall be published in one leading English
language daily newspaper with general circulation in London, England and, if the
Series of Notes to be redeemed is listed on the Luxembourg Stock Exchange and
such Exchange so requires, in one leading daily newspaper of general circulation
in Luxembourg and, if the Series of Notes to be redeemed is listed on the
Official List of the Irish Stock

13

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Exchange
and such exchange so requires, in one leading daily newspaper of general
circulation in Ireland or, if publication in either London, Luxembourg or
Ireland is not practical, elsewhere in Western Europe. Notice of redemption to
holders of Bearer Notes that have been listed on any other stock exchange shall
be published in accordance with the applicable rules and regulations promulgated
by such exchange. The term "daily newspaper" shall mean a newspaper customarily
published on each business day in morning editions, whether or not it shall be
published in Saturday, Sunday or holiday editions. Such notice is expected to be
published in the Financial Times, the Luxemburger Wort (if such Series of Notes
is listed on the Luxembourg Stock Exchange) and the Irish Times (if such Series
of Notes is listed on the Irish Stock Exchange) and shall be published at least
once a week for three successive weeks prior to the date fixed for redemption,
the first such publication to be not less than 30 days nor more than 60 days
prior to the date fixed for redemption. If by reason of the temporary or
permanent suspension of publication of any newspaper or by reason of any other
cause, it shall be impossible to make publication of such notice in a daily
newspaper as herein provided, then such publication or other notice in lieu
thereof as shall be made by the Fiscal and Paying Agent shall constitute
sufficient publication of such notice, if such publication or other notice
shall, so far as may be possible, approximate the terms and conditions of the
publication in lieu of which it is given. The Fiscal and Paying Agent shall
promptly furnish to the relevant Issuer and to each other paying agent of such
Issuer a copy of each notice of redemption so published. Any notice if given in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. In any case, failure to
give notice or any defect in the notice to the holder of any Note of a Series
designated for redemption in whole or in part shall not affect the validity of
the proceedings for the redemption of any other Note of such
Series.

Each such notice of redemption
shall specify the date fixed for redemption, the redemption price at which the
Notes of such Series are to be redeemed, the place or places of payment, that
payment will be made upon presentation and surrender of such Notes and, in the
case of Notes issued with coupons, of all coupons appertaining thereto maturing
after the date fixed for redemption, that any interest accrued to the date fixed
for redemption will be paid as specified in said notice, and that on and after
said date any interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all the Notes of a Series are to be redeemed the
notice of redemption shall specify the number or numbers of the Notes to be
redeemed. In case any Note is to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Note, a new Note or Notes of the same Series in principal
amount equal to the unredeemed portion thereof, together with any unmatured
coupons appertaining thereto, will be issued.

On or prior to the redemption
date specified in the notice of redemption given as provided in this Section,
the relevant Issuer will deposit with the Fiscal and Paying Agent or with one or
more paying agents an amount of money sufficient to redeem on the redemption
date all the Notes or portions thereof so called for redemption, together with
accrued interest to the date fixed for redemption. If less than all the Notes of
a Series are to be redeemed such Issuer will give the Fiscal and Paying Agent
notice not less than 60 days prior to the redemption date as to the aggregate
principal amount of Notes of such Series to be redeemed and the Fiscal and
Paying Agent shall select or cause to be selected, in such manner as in its sole
discretion it shall deem appropriate and fair, the Notes or portions thereof to
be redeemed. Notes of a Series may be redeemed in part only in multiples of the
smallest authorized denomination of that Series.

(b) If notice of redemption
has been given as provided in this Section, the Notes or portions of Notes of
the Series with respect to which such notice has been given shall become due and
payable on the date and at the place or places stated in such notice at the
applicable redemption price together with

14

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any
interest accrued to the date fixed for redemption, and on and after said date
(unless the relevant Issuer shall default in the payment of Notes or portions of
such Notes, together with any interest accrued to said date) any interest on the
Notes or portions of Notes of such Series so called for redemption shall cease
to accrue, and the unmatured coupons, if any, appertaining thereto shall be
void. On presentation and surrender of such Notes at a place of payment in said
notice specified, together with all coupons, if any, appertaining thereto
maturing after the date fixed for redemption, the said Notes or the specified
portions thereof shall be paid and redeemed by the relevant Issuer at the
applicable redemption price, together with any interest accrued thereon to the
date fixed for redemption; provided, however, that payment of interest becoming
due on the date fixed for redemption shall be payable in the case of Notes with
coupons attached thereto, to the holders of the coupons for such interest upon
surrender thereof, and in the case of Registered Notes, to the persons to whom
the principal thereof shall be payable.

If any Note issued with
coupons is surrendered for redemption and is not accompanied by all appurtenant
coupons maturing after the date fixed for redemption, the surrender of such
missing coupon or coupons may be waived by the relevant Issuer and the Fiscal
and Paying Agent, if there be furnished to each of them such security or
indemnity as they may require to save each of them
harmless.

Upon presentation of any Note
redeemed in part only, the relevant Issuer shall execute and the Fiscal and
Paying Agent shall authenticate and deliver to the holder thereof, at the
expense of such Issuer, a new Note or Notes of the same Series, of authorized
denominations, together with all unmatured coupons, if any, appertaining
thereto, in aggregate principal amount equal to the unredeemed portion of the
Note so presented.

In lieu of making all or any
part of any mandatory sinking fund payment with respect to any Notes in cash the
relevant Issuer may at its option (a) deliver to the Fiscal and Paying Agent
Notes, together with all unmatured coupons, if any, appertaining thereto, of the
same Series theretofore purchased or otherwise acquired by such Issuer, or (b)
receive credit for the principal amount of Notes of the same Series which have
been redeemed either at the election of such Issuer pursuant to the terms of
such Notes or through the application of permitted optional sinking fund
payments pursuant to the terms of such Notes; provided that such Notes have not
previously been so credited. Such Notes shall be received and credited for such
purpose by the Fiscal and Paying Agent at the redemption price specified in such
Notes for redemption through operation of the sinking fund and the amount of
such mandatory sinking fund payment shall be reduced
accordingly.

Not less than 60 days prior to
each sinking fund payment date for any Notes, the relevant Issuer will deliver
to the Fiscal and Paying Agent a certificate signed by an Issuer Authorized
Representative specifying the amount of the next ensuing sinking fund payment
for such Notes pursuant to the terms thereof, the portion thereof, if any, which
is to be satisfied by payment of cash (which cash may be deposited with the
Fiscal and Paying Agent or with one or more paying agents) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Notes of
the same Series pursuant to this Section (which Notes, if not theretofore
delivered, will accompany such certificate) and whether such Issuer intends to
exercise its right to make a permitted optional sinking fund payment with
respect to such Notes. Such certificate shall also state that no Event of
Default (as defined in Section 8 below) has occurred and is continuing with
respect to such Notes. Such certificate shall be irrevocable and upon its
delivery the relevant Issuer shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. In the case of the failure of the relevant Issuer to deliver
such certificate (or to deliver the Notes specified in this paragraph), the
sinking fund payment due on the next succeeding sinking fund payment date for
such Notes shall be paid entirely in

15

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cash and
shall be sufficient to redeem the principal amount of such Notes subject to a
mandatory sinking fund payment without the option to deliver or credit Notes as
provided in this Section and without the right to make any optional sinking fund
payment, if any, with respect to such Notes.

Any sinking fund payment or
payments (mandatory or optional) made in cash plus any unused balance of any
preceding sinking fund payments made in cash which shall equal or exceed 100,000
units of the Specified Currency with respect to the particular Series (or a
lesser sum if the relevant Issuer shall so request or determine) with respect to
any Notes shall be applied by the Fiscal and Paying Agent on the sinking fund
payment date on which such payment is made (or, if such payment is made before a
sinking fund payment date, on the next sinking fund payment date following the
date of such payment) to the redemption of such Notes at the redemption price
specified in such Notes for operation of the sinking fund together with accrued
interest, if any, to the date fixed for redemption. Any sinking fund moneys not
so applied or allocated by the Fiscal and Paying Agent to the redemption of
Notes shall be added to the next cash sinking fund payment received by the
Fiscal and Paying Agent for such Notes and, together with such payment (or such
amount so segregated) shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys with respect to any Notes held by the
Fiscal and Paying Agent on the last sinking fund payment date with respect to
such Notes and not held for the payment or redemption of particular Notes of
such Series shall be applied by the Fiscal and Paying Agent, together with other
moneys, if necessary, to be deposited (or segregated) sufficient for the
purpose, to the payment of the principal of the Notes of that Series at
maturity.

The Fiscal and Paying Agent
shall select or cause to be selected the Notes to be redeemed upon such sinking
fund payment date in the manner specified in the last paragraph of subsection
(a) and the relevant Issuer shall cause notice of the redemption thereof to be
given in the manner provided in subsection (b) except that the notice of
redemption shall also state that the Notes are being redeemed by operation of
the sinking fund. Such notice having been duly given, the redemption of such
Notes shall be made upon any Series of Notes the terms and in the manner stated
in subsection (b).

On or before each sinking fund
payment date, the relevant Issuer shall pay to the Fiscal and Paying Agent in
cash a sum equal to any interest accrued to the date fixed for redemption of
Notes or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section.

Neither the Fiscal and Paying
Agent nor the relevant Issuer shall redeem any Notes of any Series with sinking
fund moneys or give any notice of redemption of such Notes by operation of the
sinking fund for such Series during the continuance of a default in payment of
interest, if any, on such Notes or of any Event of Default (other than an Event
of Default occurring as a consequence of this paragraph) with respect to Notes
of such Series, except that if the notice of redemption of any such Notes shall
theretofore have been given in accordance with the provisions hereof, the Fiscal
and Paying Agent shall redeem such Notes if cash sufficient for that purpose
shall be deposited with the Fiscal and Paying Agent for that purpose in
accordance with the terms of this Section. Except as aforesaid, any moneys in
the sinking fund for Notes of such Series at the time when any such default or
Event of Default shall occur and any moneys thereafter paid into such sinking
fund shall, during the continuance of such default or Event of Default, be held
as security for the payment of such Notes; provided, however, that in case such
default or Event of Default shall have been cured or waived as provided herein,
such moneys shall thereafter be applied on the next sinking fund payment date
for Notes of such Series on which such moneys may be applied pursuant to the
provisions of this Section.

16

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(c) Any Series of Notes may be
made, by provision contained in or established pursuant to a Corporate Order
pursuant to Section 2(c) hereof, subject to repayment, in whole or in part, at
the option of the holder on a date or dates specified prior to maturity, at a
price equal to 100% of the principal amount thereof, together with accrued
interest to but excluding the date of repayment, on such notice as may be
required, provided, however, that the holder of a Note of such Series may only
elect partial repayment in an amount that will result in the portion of such
Note that will remain outstanding after such repayment constituting an
authorized denomination, or combination thereof, of Notes of such
Series.

7. Mutilated, Destroyed,
Stolen or Lost Notes.

(a) The Fiscal and Paying
Agent is hereby authorized to authenticate and deliver from time to time Notes
of any Series, with all unmatured coupons attached, in exchange for or in lieu
of Notes of such Series which become mutilated, defaced, destroyed, stolen or
lost or Notes of such Series to which mutilated, defaced, destroyed, stolen or
lost coupons appertain. In every case the applicant for a substituted Note of
such Series or coupon appertaining thereto shall furnish to the relevant Issuer,
the Guarantor (in the case of Notes issued by an Issuer other than GE Capital)
and to the Fiscal and Paying Agent such security or indemnity as may be required
by them to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish to such Issuer, the Guarantor and to
the Fiscal and Paying Agent evidence to their satisfaction of the destruction,
loss or theft of such Note or coupon and of the ownership thereof. Each Note
authenticated and delivered in exchange for or in lieu of any such Note shall
carry all the rights to interest accrued and unpaid and to accrue which were
carried by such Note and shall have attached thereto coupons such that neither
gain nor loss in interest shall result from such exchange or
substitution.

Upon the issuance of any
substituted Note or coupon, the relevant Issuer may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith. In case any Note or
coupon which has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the relevant Issuer may, instead of issuing a
substituted Note, pay or authorized the payment of the same (without surrender
thereof except in the case of a mutilated Note or coupon) if the applicant for
such payment shall furnish to such Issuer, the Guarantor and to the Fiscal and
Paying Agent such security or indemnity as may be required by them to save each
of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to such Issuer, the Guarantor and the Fiscal and Paying Agent of
the destruction, loss or theft of such Note or coupon and the ownership
thereof.

(b) All Notes and coupons
surrendered for payment, redemption, repayment, exchange or registration of
transfer or for credit against any sinking fund shall be delivered to, or to the
order of, the Fiscal and Paying Agent for cancellation. The Fiscal and Paying
Agent shall cancel and destroy, or procure the cancellation and destruction of,
all such Notes and coupons and shall deliver a certificate of destruction to the
relevant Issuer and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor. In the case of any global Note initially issued in
temporary global form, which shall be destroyed by the Fiscal and Paying Agent
upon exchange in full, the certificate of destruction shall state that a
certification in the form required pursuant to the terms of such global Note was
received with respect to each portion thereof exchanged for an interest in a
Note in permanent global form or in definitive form.

8. Events of Default.
The term "Events of Default" whenever used herein with respect to Notes of any
Series means any one of the following events and such other events as may be
established

17

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with
respect to the Notes of such Series as contemplated by Section 2 hereof,
continued for the period of time, if any, and after the giving of notice, if
any, designated in this Agreement or as may be established with respect to such
Notes as contemplated by Section 2 hereof, as the case may be, unless it is
either inapplicable or is specifically deleted or modified in the applicable
Corporate Order under which such Series of Notes is issued, as the case may be,
as contemplated by Section 2:

(i)
    
    default in the payment of any installment of interest (including
      Additional Amounts) upon any Note of such Series as and when the same
      shall become due and payable, and continuance of such default for a period
      of 30 days; or


(ii)
    
    default in the payment of the principal of, or premium, if any, on
      any Note of such Series as and when the same shall become due and payable
      whether at maturity, upon redemption, by declaration, repayment or
      otherwise; or


(iii)
    
    default in the making or satisfaction of any sinking fund payment
      or analogous obligation as and when the same shall become due and payable
      by the terms of any Notes of such Series;
or


(iv)
    
    failure on the part of the relevant Issuer and (in the case of
      Notes issued by an Issuer other than GE Capital) the Guarantor duly to
      observe or perform any other of the covenants or agreements on the part of
      such Issuer or the Guarantor in respect of the Notes of such Series
      contained in such Notes or this Agreement (other than a covenant or
      agreement in respect of the Notes of such Series a default in whose
      observance or performance is elsewhere in this Section specifically dealt
      with) continued for a period of 60 days after the date on which written
      notice of such failure, requiring such Issuer or the Guarantor to remedy
      the same, shall have been given to such Issuer, the Guarantor and the
      Fiscal and Paying Agent by the holders of at least twenty-five percent in
      aggregate principal amount of the Notes of such Series at the time
      outstanding; or


(v)
    
    an
      event of default with respect to any other Series of Notes issued or
      hereafter issued pursuant to this Agreement or as defined in any indenture
      or instrument evidencing or under which GE Capital has at the date of this
      Agreement or shall hereafter have outstanding any indebtedness for
      borrowed money shall happen and be continuing and such other Series of
      Notes or such indebtedness, as the case may be, shall have been
      accelerated so that the same shall be or become due and payable prior to
      the date on which the same would otherwise have become due and payable,
      and such acceleration shall not be rescinded or annulled within ten
      calendar days after written notice thereof shall have been given to the
      relevant Issuer, the Guarantor and the Fiscal and Paying Agent by the
      holders of at least twenty-five percent in aggregate principal amount of
      the Notes of such Series at the time outstanding; provided, however, that
      if such event of default with respect to such other Series of Notes or
      under such indenture or instrument, as the case may be, shall be timely
      remedied or cured by GE Capital, or timely waived by the holders of such
      other Series of Notes or of such indebtedness, as the case may be, then
      the Event of Default hereunder by reason thereof shall be deemed likewise
      to have been thereupon remedied, cured or waived without further action
      upon the part of either the Fiscal and Paying Agent or any of the
      Noteholders of such Series; or


18

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(vi)
    
    in
      the case of Notes issued by GEC Australia Funding, an event of default
      with respect to any other Series of Notes issued or hereafter issued by
      GEC Australia Funding pursuant to this Agreement or as defined in any
      indenture or instrument evidencing or under which GEC Australia Funding
      has at the date of this Agreement or shall hereafter have outstanding any
      indebtedness for borrowed money in the aggregate principal amount of at
      least A$10,000,000 (or the equivalent thereof in one or more foreign or
      composite currencies) shall happen and be continuing and such other Series
      of Notes or such indebtedness, as the case may be, of GEC Australia
      Funding shall have been accelerated so that the same shall be or become
      due and payable prior to the date on which the same would otherwise have
      become due and payable, and such acceleration shall not be rescinded or
      annulled within ten calendar days after written notice thereof shall have
      been given to GEC Australia Funding, as the case may be, the Guarantor and
      the Fiscal and Paying Agent by the holders of at least twenty-five percent
      in aggregate principal amount of the Notes of such Series at the time
      outstanding; provided, however, that if such event of default with respect
      to such other Series of Notes or under such indenture or instrument, as
      the case may be, shall be timely remedied or cured by GEC Australia
      Funding or the Guarantor, or timely waived by the holders of such other
      Series of Notes or of such indebtedness, as the case may be, then the
      Event of Default hereunder by reason thereof shall be deemed likewise to
      have been thereupon remedied, cured or waived without further action upon
      the part of either the Fiscal and Paying Agent or any of the Noteholders
      of such Series; or


(vii)
    
    in
      the case of Notes issued by GEC Canada Funding, an event of default with
      respect to any other Series of Notes issued or hereafter issued by GEC
      Canada Funding pursuant to this Agreement or as defined in any indenture
      or instrument evidencing or under which GEC Canada Funding has at the date
      of this Agreement or shall hereafter have outstanding any indebtedness for
      borrowed money in the aggregate principal amount of at least C$10,000,000
      (or the equivalent thereof in one or more foreign or composite currencies)
      shall happen and be continuing and such other Series of Notes or such
      indebtedness, as the case may be, of GEC Canada Funding shall have been
      accelerated so that the same shall be or become due and payable prior to
      the date on which the same would otherwise have become due and payable,
      and such acceleration shall not be rescinded or annulled within ten
      calendar days after written notice thereof shall have been given to GEC
      Canada Funding, as the case may be, the Guarantor and the Fiscal and
      Paying Agent by the holders of at least twenty-five percent in aggregate
      principal amount of the Notes of such Series at the time outstanding;
      provided, however, that if such event of default with respect to such
      other Series of Notes or under such indenture or instrument, as the case
      may be, shall be timely remedied or cured by GEC Canada Funding or the
      Guarantor, or timely waived by the holders of such other Series of Notes
      or of such indebtedness, as the case may be, then the Event of Default
      hereunder by reason thereof shall be deemed likewise to have been
      thereupon remedied, cured or waived without further action upon the part
      of either the Fiscal and Paying Agent or any of the Noteholders of such
      Series; or


(viii)
    
    in
      the case of Notes issued by an Irish Issuer, an event of default with
      respect to any other Series of Notes issued or hereafter issued by such
      Irish Issuer pursuant to


19

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this
      Agreement or as defined in any indenture or instrument evidencing or under
      which such Irish Issuer has at the date of this Agreement or shall
      hereafter have outstanding any indebtedness for borrowed money in the
      aggregate principal amount of at least U.S.$10,000,000 (or the equivalent
      thereof in one or more foreign or composite currencies) shall happen and
      be continuing and such other Series of Notes or such indebtedness, as the
      case may be, of such Irish Issuer shall have been accelerated so that the
      same shall be or become due and payable prior to the date on which the
      same would otherwise have become due and payable, and such acceleration
      shall not be rescinded or annulled within ten calendar days after written
      notice thereof shall have been given to such Irish Issuer, as the case may
      be, the Guarantor and the Fiscal and Paying Agent by the holders of at
      least twenty-five percent in aggregate principal amount of the Notes of
      such Series at the time outstanding; provided, however, that if such event
      of default with respect to such other Series of Notes or under such
      indenture or instrument, as the case may be, shall be timely remedied or
      cured by such Irish Issuer or the Guarantor, or timely waived by the
      holders of such other Series of Notes or of such indebtedness, as the case
      may be, then the Event of Default hereunder by reason thereof shall be
      deemed likewise to have been thereupon remedied, cured or waived without
      further action upon the part of either the Fiscal and Paying Agent or any
      of the Noteholders of such Series;
or


(ix)
    
    a
      decree or order by a court having jurisdiction in the premises shall have
      been entered adjudging GE Capital bankrupt or insolvent, or approving as
      properly filed a petition seeking reorganization of GE Capital under the
      United States Federal Bankruptcy Code or any other similar applicable
      United States Federal or State law, and such decree and order shall have
      continued undischarged and unstayed for a period of 60 days; or a decree
      or order of a court having jurisdiction in the premises for the
      appointment of a receiver or liquidator or trustee or assignee (or other
      similar official) in bankruptcy or insolvency of GE Capital or of all or
      substantially all of its property, or for the winding up or liquidation of
      its affairs, shall have been entered, and such decree and order shall have
      continued undischarged and unstayed for a period of 60 days;
      or


(x)
    
    GE
      Capital shall institute proceedings to be adjudicated voluntarily
      bankrupt, or shall consent to the filing of a bankruptcy proceeding
      against it, or shall file a petition or answer or consent seeking
      reorganization under the United States Federal Bankruptcy Code or any
      other similar applicable United States Federal or State law, or shall
      consent to the filing of any such petition, or shall consent to the
      appointment of a receiver or liquidator or trustee or assignee (or other
      similar official) in bankruptcy or insolvency of it or of its property, or
      shall make an assignment for the benefit or creditors, or shall admit in
      writing its inability to pays its debts generally as they become due;
      or


(xi)
    
    in
      the case of Notes issued by GEC Australia Funding, GEC Australia Funding
      shall be declared bankrupt, or a liquidator, a receiver, manager, receiver
      and manager, administrator or any other officer with similar powers shall
      be appointed with respect to GEC Australia Funding or all or substantially
      all of the property of GEC Australia Funding, and, in all such cases,
      continues both undischarged and unstayed for a period of 90 days;
      or


21

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(xii)
    
    in
      the case of Notes issued by GEC Canada Funding, any of the following
      events shall occur: (A) an order shall be made or an effective resolution
      be passed for the winding-up or liquidation or dissolution of GEC Canada
      Funding by operation of law, except in the course of carrying out, or
      pursuant to, a reconstruction, reorganization, consolidation, merger,
      amalgamation, transfer, sale, conveyance, lease or other disposition
      contemplated in or permitted under this Agreement; (B) GEC Canada Funding
      shall make a general assignment for the benefit of its creditors or a
      proposal under applicable bankruptcy legislation, or if an effective
      resolution be passed by GEC Canada Funding to give effect to any of the
      foregoing; or (C) GEC Canada Funding shall be declared bankrupt, or if a
      custodian or sequestrator or a receiver and manager or any other officer
      with similar powers shall be appointed of GEC Canada Funding or of all or
      substantially all of the property of GEC Canada Funding, and, in all such
      cases, such continues both undischarged and unstayed for a period of 90
      days; or


(xiii)
    
    in
      the case of Notes issued by an Irish Issuer, such Irish Issuer shall be
      declared bankrupt, or a liquidator, a receiver, manager, receiver and
      manager, administrator, examiner or any other official with similar powers
      shall be appointed with respect to such Irish Issuer or all or
      substantially all of the property of such Irish Issuer, and, in all such
      cases, continues both undischarged and unstayed for a period of 90 days;
      or


(xiv)
    
    any
      other Event of Default provided in the applicable Corporate Order under
      which such Series of Notes is issued as contemplated by Section 2(c);
      or


(xiii)
    
    with
      respect to each Additional Issuer acceding hereto pursuant to Section 19
      hereof, such Events of Default to the foregoing effect as are provided in
      the form of Notes certified to the Fiscal and Paying Agent in accordance
      with Section 2(b) hereof and any other Events of Default provided in the
      applicable Corporate Order under which a Series of Notes is issued by such
      Additional Issuer as contemplated by Section 2(c)
      hereof.


If an Event of Default with
respect to Notes of any Series at the time outstanding occurs and is continuing,
then and in each and every case, unless the principal of the Notes of such
Series shall have already become due and payable, each Note of such Series
shall, at the option of and upon written notice to the relevant Issuer, the
Guarantor and the Fiscal and Paying Agent by the then holder thereof, mature and
become due and payable upon the date that such written notice is received by
such Issuer, the Guarantor and the Fiscal and Paying Agent at a price equal to
100% of the principal amount thereof (or, if such Note provides for an amount
less than the principal amount thereof to be due and payable upon redemption or
a declaration of acceleration of the maturity thereof pursuant to this Section
(hereinafter an "Original Issue Discount Note"), such portion of the principal
amount as may be specified in the terms of such Note), together with accrued
interest to such date, upon presentation and surrender of such Note and all
coupons appertaining thereto maturing after such date, unless prior to such date
all Events of Default in respect of all such Notes of such Series shall have
been cured.

9. Additional Payments; Tax
Redemption.

(a) U.S. Additional
Amounts. The relevant Issuer or (in the case of Notes issued by an Issuer
other than GE Capital) the Guarantor will, subject to certain exceptions and
limitations set forth below,

21

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pay such
additional amounts (the "U.S. Additional Amounts" and, together with the
Australian Additional Amounts, the Canadian Additional Amounts, the Irish
Additional Amounts and Other Additional Amounts (as such terms are hereinafter
defined), the "Additional Amounts") to the holder of any Note of any Series or
of any interest coupon appertaining thereto who is a United States Alien (as
defined below) as may be necessary in order that every net payment of the
principal of, premium and interest, including original issue discount, on such
Note and any other amounts payable on such Note, after withholding for or on
account of any present or future tax, assessment or other governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided for in such Note or coupon to be then due and payable.
However, the relevant Issuer or the Guarantor, as the case may be, will not be
required to make any payment of U.S. Additional Amounts to any such holder for
or on account of:

(i)
    
    any
      such tax, assessment or other governmental charge which would not have
      been so imposed but for (1) the existence of any present or former
      connection between such holder (or between a fiduciary, settlor,
      beneficiary, member or shareholder of such holder, if such holder is an
      estate, a trust, a partnership or a corporation) and the United States,
      including, without limitation, such holder (or such fiduciary, settlor,
      beneficiary, member or shareholder) being or having been a citizen or
      resident thereof or being or having been engaged in a trade or business or
      present therein or having, or having had, a permanent establishment
      therein or (2) the presentation by the holder of any such Note or coupon
      for payment on a date more than 15 calendar days after the date on which
      such payment became due and payable or the date on which payment thereof
      is duly provided for, whichever occurs
later;


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


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


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


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


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


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


(viii)
    
    any
      combination of any of items (i), (ii), (iii), (iv), (v), (vi) and
      (vii);


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

The term "United States Alien"
means a beneficial owner of a Note that is not, for United States federal income
tax purposes, (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, (iii) an estate
whose income is subject to United States federal income tax regardless of its
source, or (iv) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust or if such trust has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States
person.

(b) Australian Additional
Amounts. All payments of principal and interest in respect of Notes issued
by GEC Australia Funding and any coupons relating thereto will be made without
withholding of or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied
by or on behalf of the Commonwealth of Australia or any political subdivision
thereof or any authority or agency therein or thereof having power to tax unless
the withholding or deduction of such taxes, duties, assessments or charges is
required by law or the application, administration or interpretation thereof. In
that event, GEC Australia Funding or the Guarantor (if the Guarantor is required
to make payments under the Guarantee) shall pay (subject to the right of
redemption of GEC Australia Funding referred to above in Section 6 -
"Redemption; Sinking Funds; Repayment at the Option of the Holder") such
additional amounts (the "Australian Additional Amounts") as may be necessary in
order that the net amounts received by the holders of such Notes or coupons
after such withholding or deduction shall equal the respective amounts of
principal and interest which otherwise would have been received by them in
respect of the Notes or coupons, as the case may be, in the absence of such
withholding or deduction, except that no Australian Additional Amounts shall be
payable with respect to any Note or coupon presented for
payment:

(i) by or on behalf of a
      holder who is subject to such taxes, duties, assessments or governmental
      charges by reason of his being resident or deemed to be resident in
      Australia or otherwise than merely by the holding or use or deemed holding
      or use outside Australia or ownership as a non-resident of Australia of
      such Notes or coupons; or


(ii) by or on behalf of
      a holder who is a resident of Australia where no additional amount would
      have been required to be paid had a tax file number, Australian business
      number or other exemption details been quoted to GEC Australia Funding in
      respect of the relevant Note before the due date for payment in respect of
      the relevant Note ("resident", "tax file


23

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number" and "Australian business number" having the same meaning
      for this purpose as they have in the Income Tax Assessment Act 1936 (the
      "Australian Tax Act"), Income Tax Assessment Act 1997 and the Taxation
      Administrative Act 1953 (each as amended) of Australia);
      or


(iii) by or on behalf of
      a holder who is subject to such taxes, duties, assessments or government
      charges which would not have been so imposed but for the presentation by
      the holder of any such Note or coupon for payment on a date more than 15
      days after the date on which such payment became due and payable or the
      date on which payment thereof is duly provided for, whichever occurs
      later; or


(iv) if the holder of
      such Note or coupon or any entity which directly or indirectly has an
      interest in or right in respect of such Note or coupon is a "resident of
      Australia" or a "non-resident" who is engaged in carrying on business in
      Australia at or through a "permanent establishment" of that non-resident
      in Australia (the expressions "resident of Australia", "non-resident" and
      "permanent establishment" having the meanings given to them by the
      Australian Tax Act) if, and to the extent that, Section 126 of the
      Australian Tax Act (or any equivalent provision) requires GEC Australia
      Funding to pay income tax in respect of interest payable on such Note or
      coupon and the income tax would not be payable were the holder or such
      entity not such a "resident of Australia" or "non-resident";
      or


(v) by or on behalf of a
      holder who is an associate of GEC Australia Funding within the meaning of
      Section 128F of the Australian Tax Act where interest withholding tax is
      payable in respect of that payment by reason of Section 128F(6) of that
      Act.


(c) Canadian Additional
Amounts. All payments of principal and interest in respect of Notes issued
by GEC Canada Funding and any interest coupons appertaining thereto will be made
without withholding of or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed or
levied by or on behalf of the Government of Canada or any province or territory
or political subdivision thereof or any authority or agency therein or thereof
having power to tax unless the withholding or deduction of such taxes, duties,
assessments or charges is required by law or the application, administration or
interpretation thereof. In the event that such withholding or deduction is so
required, GEC Canada Funding (in the case of Notes issued by GEC Canada Funding)
or the Guarantor (if the Guarantor is required to make payments under the
Guarantee) shall pay (subject to the right of redemption of GEC Canada Funding
referred to in paragraph (h) below such additional amounts (the "Canadian
Additional Amounts") as may be necessary in order that the net amounts received
by the holders of Notes and coupons appertaining thereto after such withholding
or deduction shall equal the respective amounts of principal and interest which
otherwise would have been received by them in respect of such Notes or coupons,
as the case may be, in the absence of such withholding or deduction, except that
no Canadian Additional Amounts shall be payable with respect to any such Note or
coupon presented for payment:

(i) by or on behalf of a
      holder who is subject to such taxes, duties, assessments or charges
      otherwise than merely by the holding or use or deemed holding or use
      outside Canada or ownership as a non-resident of Canada of such Note or
      coupon; or


(ii) by or on behalf of
      a holder in respect of whom such taxes, duties, assessments or charges are
      required to be withheld or deducted by reason of the holder being a person
      with


24

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whom
      GEC Canada Funding is not dealing at arm's length (within the meaning of
      the Income Tax Act (Canada));
or


(iii) more than 15 days
      after the Relevant Date (as defined below), except to the extent that the
      holder thereof would have been entitled to such Canadian Additional
      Amounts on presenting such Note or coupon for payment on the last day of
      such period of 15 days.


The term "Relevant Date" means
the later of (i) the date on which payment in respect of the relevant Note or
Coupon becomes due and payable; and (ii) if the full amount of the moneys
payable on such date has not been received by the Fiscal and Paying Agent on or
prior to such date, the date on which the full amount of such moneys having been
so received, notice of such receipt is duly published in accordance with the
terms set out under Section 20- "Notices to Parties"
below.

(d) Irish Additional
Amounts. All payments of principal and interest in respect of Notes issued
by an Irish Issuer will be made without withholding of or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of the Government
of Ireland or any authority or agency therein or thereof having power to tax
unless the withholding or deduction of such taxes, duties, assessments or
charges is required by law or the application, administration or interpretation
thereof. In the event that such withholding or deduction is so required, the
relevant Irish Issuer or the Guarantor (if the Guarantor is required to make
payments under the Guarantee) shall pay (subject to the Issuer's right of
redemption referred to above) such additional amounts (the "Irish Additional
Amounts") as may be necessary in order that the net amounts received by the
holder of such Notes and coupons appertaining thereto after such withholding or
deduction shall equal the respective amounts of principal and interest which
otherwise would have been received in respect of such Notes or the coupons
appertaining thereto, as the case may be, in the absence of such withholding or
deduction, except that no Irish Additional Amounts shall be payable with respect
to any such Note or a coupon appertaining thereto presented for
payment:

(i) by or on behalf of a
      holder who is subject to such taxes, duties, assessments or charges
      otherwise than merely by the holding or use or deemed holding or use
      outside Ireland or ownership as a non-resident of Ireland of such Notes or
      coupon appertaining thereto;


(ii) by or on behalf of
      a holder who is subject to such taxes, duties, assessments or charges or
      government charges which would not have been so imposed but for the
      presentation by the holder of any such Note or coupon for payment on a
      date more than 15 days after the date on which such payment became due and
      payable or the date on which payment thereof is duly provided for,
      whichever occurs later; or


(iii) by or on behalf of
      a holder who is subject to such taxes, duties, assessments or charges or
      government chargers which are deducted or withheld by an Irish paying
      agent, if the payment could have been made by another paying agent without
      such deduction or withholding.


There is
also no obligation of an Irish Issuer or the Guarantor to pay such Irish
Additional Amounts if such deduction or withholding taxes, duties or
governmental charges could be prevented or reduced by the fulfillment of
information or other obligations.

25

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(e) European Union. The
relevant Issuer or Guarantor, as the case may be, will not be required to make
any payment of Additional Amounts to any such holder for or on the account
of:

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


(ii) any tax, duty,
      assessment or other governmental charge required to be imposed or withheld
      on a payment to an individual and which is required to be made pursuant to
      any European Union Directive on the taxation of savings or any law
      implementing or complying with, or introduced in order to conform to, such
      Directive.


(f) Other Additional
Amounts. In the case of Notes issued by an Additional Issuer acceding to
this Agreement pursuant to Section 19 hereof, all payments of principal and
interest in respect of Notes issued by such Issuer and any interest coupons
appertaining thereto will be made without withholding of or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of the jurisdiction
of organization of such Issuer or any political subdivision thereof or any
authority or agency therein or thereof having power to tax unless the
withholding or deduction of such taxes, duties, assessments or charges is
required by law or the application, administration or interpretation thereof. In
the event that such withholding or deduction is so required, such Issuer or the
Guarantor (if the Guarantor is required to make payments under the Guarantee)
shall pay such additional amounts (the "Other Additional Amounts") as may be
necessary in order that the net amounts received by the holders of Notes and
coupons appertaining thereto after such withholding or deduction shall equal the
respective amounts of principal and interest which otherwise would have been
received by them in respect of the Notes or coupons, as the case may be, in the
absence of such withholding or deduction, except that no Other Additional
Amounts shall be payable with respect to any Note or coupon as are provided in
the form of Notes certified to the Fiscal and Paying Agent in accordance with
Section 2(b) hereof or otherwise provided in such applicable Corporate Order
under which a Series of Notes is issued by such Additional Issuer as
contemplated by Section 2(c) hereof; provided, however, that the form of Notes
certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof
or the applicable Corporate Order under which a Series of Notes is issued by an
Additional Issuer as contemplated by Section 2(c) hereof may amend, modify or
replace these provisions, as necessary to conform such Issuer's obligation to
pay additional amounts on such Notes to applicable laws, rules or regulations of
the country of incorporation or organization of such Issuer or any political
subdivision thereof or any authority or agency therein or thereof having power
to tax, or to comply with any official position regarding the application or
interpretation of such laws, rules or regulations, including any guidance from
an official source.

(g) Tax Redemption -
General. All Notes of the same Series may be redeemed in whole but not in
part, at the option of the relevant Issuer at any time prior to maturity, upon
the giving of a notice of redemption, if the relevant Issuer or (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor determines that,
as a result of any change in or amendment to the laws (or any regulations or
ruling promulgated thereunder) of the United States or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any
change in official position regarding the application or interpretation of such
laws, regulations or ruling, which change or amendment becomes effective on or
after the date of issuance of the first Tranche of Notes of such Series (if sold
on an agency basis) or the date on which an Agent acting as principal agreed to
purchase such Tranche of Notes, the relevant Issuer

26

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or the
Guarantor, as the case may be, has or will become obligated to pay U.S.
Additional Amounts with respect to such Notes as described under Section 9(a)
hereof. The redemption price (except as otherwise specified herein or in the
applicable Pricing Supplement) shall be equal to 100% of the principal amount
thereof, together with accrued interest to the date fixed for redemption, or in
the case of Discount Notes, at 100% of the portion of the face amount thereof
that has accreted on a straight-line basis to the date of redemption, or in the
case of Notes issued at a premium, at 100% of the issue price less the amount of
the premium amortized on a straight-line basis to the date of redemption. Prior
to the giving of any notice of redemption pursuant to this paragraph, the
relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate
stating that the relevant Issuer is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the
right of such Issuer to so redeem have occurred (the date on which such
certificate is delivered to the Fiscal and Paying Agent is herein called the
"Redemption Determination Date"), and (ii) an opinion of counsel satisfactory to
the Fiscal Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the relevant Issuer or the Guarantor, as the case may be,
would be obligated to pay such U.S. Additional Amounts if a payment in respect
of such Notes were then due.

Notice of redemption will be
given not less than 30 nor more than 60 days prior to the date fixed for
redemption, which date and the applicable redemption price will be specified in
the notice.

If any date fixed for
redemption is a date prior to the Exchange Date for a temporary global Bearer
Note, payment on such redemption date will be made subject to receipt of a
certificate substantially in the form set forth in (i) Exhibit B-1 provided by
the holder of such Note or (ii) Exhibit B-2, delivery of which is a condition to
payment of such Note.

(h) Tax Redemption: Notes
Issued by GEC Australia Funding. All Notes of the same Series issued by GEC
Australia Funding may be redeemed, at the option of such GEC Australia Funding
in whole but not in part, at any time prior to maturity, upon the giving of a
notice of redemption as described under Section 9(g) hereof, if GEC Australia
Funding or the Guarantor, as the case may be, determines that, as a result of
any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of Australia or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, including any change effected by guidance in any form from an
official source, which change or amendment becomes effective on or after the
date of issuance of the first Tranche of Notes of such Series (if sold on an
agency basis) or the date on which an Agent acting as principal agrees to
purchase such Tranche of Notes GEC Australia Funding or the Guarantor, as the
case may be, has or will become obligated to pay Australian Additional Amounts
with respect to the Notes as described under Section 9(b) hereof. The redemption
price (except as otherwise specified herein or in the applicable Pricing
Supplement) shall be equal to 100% of the principal amount thereof, together
with accrued interest to the date fixed for redemption, or in the case of
Discount Notes, at 100% of the portion of the face amount thereof that has
accreted on a straight-line basis to the date of redemption, or in the case of
Notes issued at a premium, at 100% of the issue price less the amount of the
premium amortized on a straight-line basis to the date of redemption. Prior to
the giving of any notice of redemption pursuant to this paragraph GEC Australia
Funding or the Guarantor, as the case may be, shall deliver to the Fiscal Agent
(i) a certificate stating that GEC Australia Funding is entitled to effect
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of GEC Australia Funding to so redeem have occurred and
(ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based
on such statement of facts; provided that no such notice of redemption shall be
given earlier than 90 days

27

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prior to
the earliest date on which GEC Australia Funding or the Guarantor, as the case
may be, would be obligated to pay such Australian Additional Amounts if a
payment in respect of such Notes were then due.

(i) Tax Redemption: Notes
Issued by GEC Canada Funding. All Notes of the same Series issued by GEC
Canada Funding may be redeemed, at the option of GEC Canada Funding (in the case
of Notes issued by GEC Canada Funding) in whole but not in part, at any time
prior to maturity, upon the giving of a notice of redemption as described under
Section 9(g) hereof, if GEC Canada Funding or the Guarantor, as the case may be,
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of Canada or of any province or
territory or political subdivision thereof or any authority or agency therein or
thereof having power to tax, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, including
any change effected by guidance in any form from an official source, which
change or amendment becomes effective on or after the date of issuance of the
first Tranche of Notes of such Series (if sold on an agency basis) or the date
on which an Agent acting as principal agreed to purchase such Tranche of Notes,
GEC Canada Funding or the Guarantor, as the case may be, has or will become
obligated to pay Canadian Additional Amounts with respect to the Notes as
described under Section 9(c) hereof. The redemption price (except as otherwise
specified herein or in the applicable Pricing Supplement) shall be equal to 100%
of the principal amount thereof, together with accrued interest to the date
fixed for redemption, or in the case of Discount Notes, at 100% of the portion
of the face amount thereof that has accreted on a straight-line basis to the
date of redemption, or in the case of Notes issued at a premium, at 100% of the
issue price less the amount of the premium amortized on a straight-line basis to
the date of redemption. Prior to the giving of any notice of redemption pursuant
to this paragraph, GEC Canada Funding or the Guarantor, as the case may be,
shall deliver to the Fiscal Agent (i) a certificate stating that GEC Canada
Funding is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of GEC Canada Funding,
to so redeem have occurred and (ii) an opinion of counsel satisfactory to the
Fiscal Agent to such effect based on such statement of facts; provided that no
such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which GEC Canada Funding or the Guarantor, as the case may be,
would be obligated to pay such Canadian Additional Amounts if a payment in
respect of such Notes were then due.

(j) Tax Redemption: Notes
Issued by an Irish Issuer. All Notes of the same Series issued by an Irish
Issuer may be redeemed, at the option of such Irish Issuer (in the case of Notes
issued by such Irish Issuer) in whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described under Section
9(g) hereof, if such Irish Issuer or the Guarantor, as the case may be,
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of Ireland or of any province or
territory or political subdivision thereof or any authority or agency therein or
thereof having power to tax, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, including
any change effected by guidance in any form from an official source, which
change or amendment becomes effective on or after the date of issuance of the
first Tranche of Notes of such Series (if sold on an agency basis) or the date
on which an Agent acting as principal agreed to purchase such Tranche of Notes,
such Irish Issuer or the Guarantor, as the case may be, has or will become
obligated to pay Irish Additional Amounts with respect to the Notes as described
under Section 9(d) hereof. The redemption price (except as otherwise specified
herein or in the applicable Pricing Supplement) shall be equal to 100% of the
principal amount thereof, together with accrued interest to the date fixed for
redemption, or in the case of Discount Notes, at 100% of the portion of the face
amount thereof that has accreted on a straight-line basis to the date of
redemption, or in the case of Notes issued at a premium, at 100% of the issue
price less the amount of the

28

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premium
amortized on a straight-line basis to the date of redemption. Prior to the
giving of any notice of redemption pursuant to this paragraph, the relevant
Irish Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal
Agent (i) a certificate stating that such Irish Issuer is entitled to effect
such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of such Irish Issuer, to so redeem have
occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such
effect based on such statement of facts; provided that no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on
which such Irish Issuer or the Guarantor, as the case may be, would be obligated
to pay such Irish Additional Amounts if a payment in respect of such Notes were
then due.

(k) Tax Redemption: Notes
Issued by Additional Issuers. All Notes of the same Series issued by an
Additional Issuer acceding to this Agreement pursuant to Section 19 hereof may
be redeemed, at the option of such Issuer, in whole but not in part, at any time
prior to maturity, upon the giving of a notice of redemption as described under
Section 9(g) hereof, if such Issuer or the Guarantor, as the case may be,
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the jurisdiction of such
Issuer's organization or of any political subdivision thereof or any authority
or agency therein or thereof having power to tax, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, including any change effected by guidance in any form from an
official source, which change or amendment becomes effective on or after the
date of issuance of the first Tranche of Notes of such Series (if sold on an
agency basis) or the date on which an Agent acting as principal agreed to
purchase such Tranche of Notes, such Issuer or the Guarantor, as the case may
be, has or will become obligated to pay Other Additional Amounts with respect to
the Notes as described under Section 9(f) hereof. The redemption price (except
as otherwise specified herein or in the applicable Pricing Supplement) shall be
equal to 100% of the principal amount thereof, together with accrued interest to
the date fixed for redemption, or in the case of Discount Notes, at 100% of the
portion of the face amount thereof that has accreted on a straight-line basis to
the date of redemption, or in the case of Notes issued at a premium, at 100% of
the issue price less the amount of the premium amortized on a straight-line
basis to the date of redemption. Prior to the giving of any notice of redemption
pursuant to this paragraph, such Issuer or the Guarantor, as the case may be,
shall deliver to the Fiscal Agent (i) a certificate stating that such Issuer is
entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of such Issuer to so redeem
have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent to
such effect based on such statement of facts; provided that no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on
which such Issuer or the Guarantor, as the case may be, would be obligated to
pay such Other Additional Amounts if a payment in respect of such Notes were
then due; provided, however, that the form of Notes certified to the Fiscal and
Paying Agent in accordance with Section 2(b) hereof or the applicable Corporate
Order under which a Series of Notes is issued by such Additional Issuer as
contemplated by Section 2(c) hereof may amend, modify or replace these
provisions, as necessary to conform such Issuer's right to redeem the Notes to
applicable laws, rules or regulations of the country or organization of such
Issuer or any political subdivisions thereof or any authority or agency therein
or thereof having power to tax, or to comply with any official position
regarding the application or interpretation of such laws, rules or regulations,
including any guidance from an official source.

(l) Special Tax Redemption
of Bearer Notes. If the relevant Issuer or (in the case of Notes issued by
an Issuer other than GE Capital) the Guarantor shall determine that any payment
made outside the United States by such Issuer, the Guarantor (if the Guarantor
is required to make payments under the relevant Guarantee) or any Paying Agent
of principal or interest, including original discount, due
in

29

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

If and so long as the
certification, identification or other information reporting requirements
referred to above in the preceding paragraph would be fully satisfied by payment
of a backup withholding tax or similar charge, the relevant Issuer or the
Guarantor, as the case may be, may elect to pay as U.S. Additional Amounts such
amounts as may be necessary so that every net payment made outside the United
States following the effective date of such requirements by such Issuer, the
Guarantor or any Paying Agent of principal or interest, including original issue
discount, due in respect of any Bearer Note or any coupon of which the
beneficial owner is a United States Alien (but without any requirement that

30

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the
nationality residence of identity of such beneficial owner be disclosed to such
Issuer, the Guarantor, any Paying Agent or any governmental authority, with
respect to the payment of such additional amounts), after deduction or
withholding for or on account of such backup withholding tax or similar charge
(other than a backup withholding tax or similar charge which (i) would not be
applicable in the circumstances referred to in the third parenthetical clause of
the first sentence of the preceding paragraph, or (ii) is imposed as a
result of presentation of such Bearer Note or coupon for payment more than 15
days after the date on which such payment becomes due and payable or on which
payment thereof is duly provided for, whichever occurs later), will not be less
than the amount provided for in such Bearer Note or coupon to be then due and
payable. In the event the relevant Issuer or the Guarantor, as the case may be,
elects to pay any U.S. Additional Amounts pursuant to this paragraph, such
Issuer shall have the right to redeem the Bearer Notes of such Series in whole
at any time pursuant to the applicable provisions of the preceding paragraph and
the redemption price of such Bearer Notes shall not be reduced for applicable
withholding taxes. If such Issuer or the Guarantor, as the case may be, elects
to pay U.S. Additional Amounts pursuant to this paragraph and the condition
specified in the first sentence of this paragraph should no longer be satisfied,
then such Issuer shall (in the case of Notes issued by an Issuer other than GEC
Canada Funding) or may (in the case of Notes issued by GEC Canada Funding)
redeem the Bearer Notes of such Series in whole, pursuant to the applicable
provisions of the preceding paragraph.

10. Covenant of the Issuers
and the Guarantor.

(a) Each Issuer and (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant
and agree for the benefit of holders of all Notes issued hereunder that they
will duly and punctually pay or cause to be paid the principal of, premium, if
any, and interest, if any, on all such Notes (together with any Additional
Amounts) at the places, at the respective times and in the manner provided in
such Notes, in the coupons, if any appertaining thereto, and in this Agreement.
The interest on Notes issued with coupons (together with any Additional Amounts)
shall be payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally mature. If
any temporary Bearer Note provides that interest thereon may be paid while such
Note is in temporary form, the interest on any such temporary Bearer Note
(together with any Additional Amounts) shall be paid, as to the installments of
interest only upon presentation and surrender thereof, and, as to the other
installments of interest, if any, only upon presentation of such Notes for
notation thereon of the payment of such interest, in each case subject to the
restrictions set forth in Section 5.

11. Obligations of the
Fiscal and Paying Agent. The Fiscal and Paying Agent accepts its obligations
set forth herein and in the Notes upon the terms and conditions hereof and
thereof, including the following, to all of which each Issuer and (in the case
of Notes issued by an Issuer other than GE Capital) the Guarantor agree and to
all of which the rights of the holders from time to time of the Notes of each
Series shall be subject:

(a) The Fiscal and Paying
Agent shall be entitled to the compensation to be agreed upon with the relevant
Issuer and the Guarantor for all services rendered by it, and such Issuer and
the Guarantor agree promptly to pay such compensation and to reimburse the
Fiscal and Paying Agent for its reasonable out-of-pocket expenses (including
fees and expenses of counsel) incurred by it in connection with the services
rendered by it hereunder. The relevant Issuer and the Guarantor also agree to
indemnify the Fiscal and Paying Agent and each paying agent of such Issuer and
the Guarantor for, and to hold each of them harmless against, any loss,
liability or expense incurred without negligence or bad faith on their part

31

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arising
out of or in connection with their acting as Fiscal and Paying Agent or paying
agent of such Issuer and the Guarantor hereunder. The obligations of such Issuer
and the Guarantor under this subsection (a) shall survive the payment of the
Notes and the resignation or removal of the Fiscal and Paying Agent and each
paying agent of such Issuer and the Guarantor, as the case may
be.

(b) In acting under this
Agreement and in connection with the Notes, the Fiscal and Paying Agent and each
paying agent of the relevant Issuer and the Guarantor are acting solely as
agents of such Issuer and the Guarantor and do not assume any obligation towards
or relationship of agency or trust for or with any of the beneficial owners or
holders of the Notes except that all funds held by the Fiscal and Paying Agent
or any other paying agent of such Issuer and the Guarantor for the payment of
principal, of premium and of interest on (and Additional Amounts, if any, with
respect to) the Notes shall be held in trust by them and applied as set forth
herein and in the Notes, but need not be segregated from other funds held by
them, except as required by law; provided that moneys paid by the relevant
Issuer or the Guarantor to the Fiscal and Paying Agent or any other paying agent
of such Issuer or the Guarantor for the payment of the principal of, premium and
interest on (and Additional Amounts, if any, with respect to) any of the Notes
and remaining unclaimed at the end of three years after the date on which such
principal, premium or interest (or Additional Amounts, if any) shall have become
due and payable shall be repaid to the relevant Issuer or the Guarantor, as the
case may be, as provided and in the manner set forth in Section 5, whereupon the
aforesaid trust shall terminate and all liability of the Fiscal and Paying Agent
or any other paying agent of the relevant Issuer and the Guarantor to such
Issuer and the Guarantor with respect to such moneys shall
cease.

(c) The Fiscal and Paying
Agent may consult with counsel and any advice or written opinion of such counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted to be taken by it hereunder in good faith and in
accordance with such advice or opinion.

(d) The Fiscal and Paying
Agent and each paying agent of the relevant Issuer and the Guarantor shall be
protected and shall incur no liability for or in respect of any action taken or
omitted to be taken or thing suffered by them in reliance upon any Note, coupon,
notice, direction, consent, certificate, affidavit, statement or other paper or
document reasonably believed by them to be genuine and to have been presented or
signed by the proper party or parties.

(e) The Fiscal and Paying
Agent or any paying agent of the relevant Issuer or the Guarantor may, in its
individual capacity or any other capacity, become the owner of, or acquire any
interest in, any Notes or other obligations of such Issuer or the Guarantor with
the same rights that it would have if it were not the Fiscal and Paying Agent or
such paying agent of such Issuer or the Guarantor, and may engage or be
interested in any financial or other transaction with such Issuer or the
Guarantor and may act on, or as depositary, trustee or agent for, any committee
or body of beneficial owners or holders of Notes or other obligations of such
Issuer or the Guarantor as freely as if it were not the Fiscal and Paying Agent
or such paying agent of such Issuer or the Guarantor.

(f) Neither the Fiscal and
Paying Agent nor any other paying agent of the relevant Issuer or the Guarantor
shall be under any liability for interest on any moneys received by it pursuant
to any of the provisions of this Agreement or the Notes.

(g) The recitals contained
herein and in the Notes (except in the Fiscal and Paying Agent's certificate of
authentication) shall be taken as the statements of the relevant Issuer and the
Guarantor, and

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the Fiscal
and Paying Agent assumes no responsibility for the correctness of the same. The
Fiscal and Paying Agent does not make any representation as to the validity or
sufficiency of this Agreement or the Notes. Neither the Fiscal and Paying Agent
nor any paying agent of the relevant Issuer and the Guarantor shall be
accountable for the use or application by such Issuer of any of the Notes or the
proceeds thereof.

(h) The Fiscal and Paying
Agent and each paying agent of the relevant Issuer and the Guarantor shall be
obligated to perform such duties and only such duties as are herein and in the
Notes specifically set forth, and no implied duties or obligations shall be read
into this Agreement or the Notes against the Fiscal and Paying Agent or any such
paying agent. The Fiscal and Paying Agent shall not be under any obligation to
take any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it.

(i) Unless otherwise
specifically provided herein or in the Notes, any order, certificate, notice,
request, direction or other communication from the relevant Issuer or the
Guarantor made or given under any provision of this Agreement shall be
sufficient if signed by the President, the Chief Executive Officer, any Senior
Vice President or Vice President, the Secretary or any Assistant Secretary or
any duly authorized attorney-in-fact of the relevant Issuer or the Guarantor, as
the case may be.

(j) The Fiscal and Paying
Agent and each paying agent of the relevant Issuer and the Guarantor shall be
obligated to collect IRS Form W-8BEN or other applicable form required by the
United States Internal Revenue code of 1986, as amended.

12. Maintenance and
Resignation of Fiscal and Paying Agent.

(a) The relevant Issuer and
(in the case of Notes issued by an Issuer other than GE Capital) the Guarantor
agree, for the benefit of the beneficial owners from time to time of the Notes,
that, until all of the Notes and coupons are no longer outstanding or until
moneys for the payment of all of the principal of, premium and interest on all
outstanding Notes (and Additional Amounts, if any) shall have been made
available at the principal office of the Fiscal and Paying Agent, and shall have
been returned to the relevant Issuer or (in the case of Notes issued by an
Issuer other than GE Capital) the Guarantor as provided in Section 11(b),
whichever occurs earlier, there shall at all times be a Fiscal and Paying Agent
hereunder. The Fiscal and Paying Agent shall at all times maintain a place of
business in, or in lieu thereof maintain an agent for service of process located
in, London, England.

(b) Each Issuer and the
Guarantor further agrees that (i) so long as any Notes are listed, quoted and/or
traded on or by a stock exchange, competent listing authority and/or quotation
system, there will at all times be a Paying Agent (or the Fiscal and Paying
Agent) having a specified office in each location required by the relevant rules
of such stock exchange, competent listing authority and/or quotation system;
(ii) there will at all times be a Paying Agent (or the Fiscal and Paying Agent)
with a specified office in a city in a member state of the European Union; and
(iii) if any European Union Directive on the taxation of savings or any law
implementing or complying with, or introduced in order to conform to, such
Directive is introduced, each Issuer will ensure that to the extent practicable
it maintains a Paying Agent (or the Fiscal and Paying Agent) in a Member State
of the European Union that will not be obliged to withhold or deduct tax from
payment in respect of the Notes pursuant to any such Directive or law. Each
Issuer and the Guarantor note that Belgium, Austria and Luxembourg will
introduce withholding tax on payments of interest made by paying agents located
in their jurisdicitons to individuals from the effective date of such
tax.

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(c) The Fiscal and Paying
Agent may at any time resign by giving written notice of its resignation mailed
to the relevant Issuer and the Guarantor specifying the date on which its
resignation shall become effective; provided that such date shall be at least 90
days after the date on which such notice is given unless such Issuer and the
Guarantor agree to accept less notice. Upon receiving such notice of
resignation, the relevant Issuer and the Guarantor shall promptly appoint a
successor fiscal and paying agent, qualified as aforesaid, by written instrument
in duplicate signed on behalf of such Issuer and the Guarantor, one copy of
which shall be delivered to the resigning Fiscal and Paying Agent and one copy
to the successor fiscal and paying agent. Such resignation shall become
effective upon the earlier of (i) the effective date of such resignation or (ii)
the acceptance of appointment by the successor fiscal and paying agent as
provided in subsection (c). The relevant Issuer and the Guarantor may, at any
time and for any reason, and shall, upon any event set forth in the next
succeeding sentence, remove the Fiscal and Paying Agent and appoint a successor
fiscal and paying agent, qualified as aforesaid, by written instrument in
duplicate signed on behalf of such Issuer and the Guarantor, one copy of which
shall be delivered to the Fiscal and Paying Agent being removed and one copy to
the successor fiscal and paying agent. The Fiscal and Paying Agent shall be
removed as aforesaid if it shall become incapable of acting, or shall be
adjudged bankrupt or insolvent, or a receiver of the Fiscal and Paying Agent or
of its property shall be appointed, or any public officer shall take charge or
control of it or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation. Any removal of the Fiscal and Paying Agent and any
appointment of a successor fiscal and paying agent shall become effective upon
acceptance of appointment by the successor fiscal and paying agent as provided
in subsection (c). Upon its resignation or removal, the Fiscal and Paying Agent
shall be entitled to the payment by the relevant Issuer or the Guarantor of its
compensation for the services rendered hereunder and to the reimbursement of all
reasonable out-of-pocket expenses incurred in connection with the services
rendered by it hereunder (including any resignation expenses of the Fiscal and
Paying Agent and fees and expenses of counsel).

(d) Any successor fiscal and
paying agent appointed as provided in subsection (b) shall execute and deliver
to its predecessor and to the relevant Issuer and the Guarantor an instrument
accepting such appointment hereunder, and thereupon such successor fiscal and
paying agent, without any further act, deed or conveyance, shall become vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Fiscal and Paying Agent
hereunder, and such predecessor, upon payment of its compensation and
out-of-pocket expenses then unpaid, shall pay over to such successor agent all
moneys or other property at the time held by it hereunder.

(e) Any corporation or bank
into which the Fiscal and Paying Agent may be merged or converted, or with which
the Fiscal and Paying Agent may be consolidated, or any corporation or bank
resulting from any merger, conversion, banking business transfer or
consolidation to which the Fiscal and Paying Agent shall be a party, or any
corporation or bank succeeding to the fiscal agency business of the Fiscal and
Paying Agent shall be the successor to the Fiscal and Paying Agent hereunder
(provided that such corporation or bank shall be qualified as aforesaid) without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

13. Paying Agency. Each
Issuer and the Guarantor shall cause each Paying Agent appointed by such Issuer
and the Guarantor to execute and deliver to the Fiscal and Paying Agent an
instrument in which such agent shall agree with the Fiscal and Paying Agent,
subject to the provisions of this Section,

(1) that it will hold
      all sums held by it as such agent for the payment of the principal of,
      premium, if any, or interest, if any, on such Notes (whether such sums
      have been paid to it


34

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by
      the Issuer or the Guarantor or by any other obligor on such Notes) in
      trust for the benefit of the holders of such Notes, or the coupons
      appertaining thereto, if any;


(2) that it will give
      the Fiscal and Paying Agent notice of any failure by any such Issuer or
      the Guarantor (or by any other obligor on such Notes) to make any payment
      of the principal of, premium, if any, or interest, if any, on such Notes
      when the same shall be due and payable;
and


(3) that at any time
      during the continuance of any failure by any such Issuer or the Guarantor
      (or by any other obligor on such Notes) specified in the preceding
      paragraph (2), such paying agent will, upon the written request of the
      Fiscal and Paying Agent, forthwith pay to the Fiscal and Paying Agent all
      sums so held in trust by it.


The Fiscal and Paying Agent
shall arrange with all such paying agencies for the payment, from funds
furnished by each Issuer and the Guarantor to the Fiscal and Paying Agent
pursuant to this Agreement, of the principal of, premium and interest on the
Notes (and Additional Amounts, if any, with respect to the
Notes).

14. Merger, Consolidation,
Sale or Conveyance.

(a) Each Issuer and (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant
that they will not merge or consolidate with any other corporation or sell,
convey, transfer or otherwise dispose of all or substantially all of their
respective assets to any corporation, unless (i) either such Issuer or the
Guarantor, as the case may be, shall be the continuing corporation, or the
successor corporation (if other than such Issuer or the Guarantor) shall be (a)
with respect to GE Capital, a corporation organized and existing under the laws
of the United States of America or a state thereof, (b) with respect to GEC
Australia Funding, a corporation incorporated under the laws of Australia or any
political subdivision thereof, (c) with respect to GEC Canada Funding, a
corporation incorporated under the laws of Canada or any province of territory
thereof, (d) with respect to any Irish Issuer, a company incorporated under the
Companies Acts of Ireland, 1963-2003 and (e) with respect to each Additional
Issuer, a corporation incorporated under the laws of the country of
incorporation or organization of such Issuer, and in each case such successor
corporation shall expressly assume the due and punctual payment of the principal
of, and premium, if any, and interest, if any, on all the Notes and coupons, if
any, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Agreement, the Notes
and the Guarantee to be performed by such Issuer or the Guarantor, as the case
may be, executed and delivered to the Fiscal and Paying Agent by such
corporation, and (ii) such Issuer or the Guarantor or such successor
corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale, conveyance, transfer or other disposition, be in
default in the performance of any such covenants or
conditions.

(b) In case of any such
consolidation, merger, sale, conveyance (other than by way of lease), transfer
or other disposition, and upon any such assumption by the successor corporation,
such successor corporation shall succeed to and be substituted for the relevant
Issuer or the Guarantor, as the case may be, with the same effect as if it had
been named herein as such Issuer or the Guarantor, and such Issuer or the
Guarantor shall be relieved of any further obligation under this Agreement and
under the Notes and coupons, if any, and may be dissolved, wound up and
liquidated at any time thereafter. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
relevant Issuer or the Guarantor, as the case may be, any or all of the Notes
issuable hereunder together

35

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with any
coupons appertaining thereto which theretofore shall not have been signed by
such Issuer or the Guarantor and delivered to the Fiscal and Paying Agent; and,
upon the order of such successor corporation, instead of such Issuer or the
Guarantor and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Fiscal and Paying Agent shall authenticate and shall
deliver any Notes together with any coupons appertaining thereto which
previously shall have been signed and delivered to the Fiscal and Paying Agent
for that purpose. All Notes appertaining thereto shall in all respects have the
same legal rank and benefit under this Agreement as the Notes theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
or such Notes had been issued at the date of the execution
hereof.

In case of any such
consolidation, merger, sale, conveyance, transfer or other disposition, such
changes in phraseology and form (but not in substance) may be made in the Notes
and coupons thereafter to be issued as may be appropriate.

15. Meetings of Holders of
the Notes.

(a) Each Issuer or (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor may at
any time call a meeting of the holders of the Notes of any or all Series, such
meeting to be held at such time and at such place as such Issuer or the
Guarantor shall determine, for the purpose of obtaining a waiver of or an
amendment to any provision of this Agreement or the Notes of any Series (to the
extent permitted in Section 18 hereof). For purposes of this Section, "holders
of a global Bearer Note" shall be those persons shown on the records of
Euroclear, Clearstream, Luxembourg, or another clearance system in which such
Notes are held, as the case may be, as having interests in such global Bearer
Note credited to their respective securities clearance accounts on the date on
which notice of the meeting is given. Notice of any meeting of Noteholders,
setting forth the time and place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be (i) if any Bearer Notes of a
Series affected are then outstanding, published prior to the date fixed for the
meeting at least once a week for three successive weeks in one leading English
language daily newspaper with general circulation in London, England, if the
Notes of such Series are listed on the Luxembourg Stock Exchange and such
Exchange so requires, in one leading daily newspaper (as defined in Section 6(a)
hereof) of general circulation in Luxembourg and if the Notes of such Series are
listed on the Irish Stock Exchange and such Exchange so requires, in one leading
daily newspaper (as defined in Section 6(a) hereof) in general circulation in
Ireland or, if publication in either London, Luxembourg or Ireland is not
practical, elsewhere in Western Europe and (ii) if any Registered Notes of a
Series affected are then outstanding, mailed to the holders of then outstanding
Registered Notes of each Series affected at their addresses as they shall appear
on the books of the Registrar. The first publication or mailing of notice, in
the case of Registered Notes, shall be made not less than 20 nor more than 180
days prior to the date fixed for such meeting. Such publication is expected to
be made in the Financial Times, (if such Series of Notes is listed on the
Luxembourg Stock Exchange) the Luxemburger Wort and (if such Series of Notes is
listed on the Irish Stock Exchange) the Irish Times. To be entitled to vote at
any meeting of holders of Notes a person shall be (i) a holder of one of
more Notes of the relevant Series with respect to which such meeting is being
held or (ii) a person appointed by an instrument in writing as proxy by the
holder of one or more such Notes. The only persons who shall be entitled to be
present or to speak at any meeting of the holders of the Notes of any Series
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the relevant Issuer, the Guarantor and their
counsel.

(b) The persons entitled to
vote a majority in principal amount of the Notes of the relevant Series at the
time outstanding shall constitute a quorum for the purpose of obtaining any such
waiver or

36

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amendment.
No business shall be transacted in the absence of a quorum, unless a quorum is
present when the meeting is called to order. In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the meeting shall be
adjourned for a period of not less than 10 calendar days as determined by the
chairman of the meeting. In the absence of a quorum within 30 minutes of the
time appointed for any such adjourned meeting, such adjourned meeting shall be
further adjourned for a period of not less than 10 calendar days as determined
by the chairman of the meeting. Notice of the reconvening of any adjourned
meeting shall be given as provided above except that such notice need be
published only once, but must be mailed or published not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Subject to
the foregoing, at the reconvening of any meeting further adjourned for lack of a
quorum, the persons entitled to vote 25% in principal amount of the Notes of the
relevant Series at the time outstanding shall constitute a quorum for the taking
of any action set forth in the notice of the original meeting. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage of the
aggregate principal amount of the outstanding Notes of the relevant Series which
shall constitute a quorum.

(c) At a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid,
any resolution with respect to such waiver or amendment shall be effectively
passed and decided if passed and decided by the favorable vote of persons
entitled to vote the lesser of (i) a majority in the principal amount of
the Notes of the relevant Series then outstanding or (ii) 75% in principal
amount of such Notes represented and voting at the meeting. Any Noteholder who
has executed an instrument in writing appointing a person as proxy shall be
deemed to be present for the purposes of determining a quorum and be deemed to
have voted; provided that such Noteholder shall be considered as present and
voting only with respect to the matters covered by such instrument in writing
(which may include authorization to vote on any other matters as may come before
the meeting). Any resolution passed or decision taken at any meeting of
Noteholders duly held in accordance with this Section shall be conclusive and
binding on all the Noteholders of the relevant Series whether or not present or
represented at the meeting.

(d) The holding of definitive
Bearer Notes of the relevant Series for purposes of this Section shall be proved
by the production of such Notes or by a certificate executed by any trust
company, bank, banker or recognized securities dealer satisfactory to the
relevant Issuer and the Guarantor, wherever situated, if such certificate shall
be deemed by such Issuer and the Guarantor to be satisfactory. Each such
certificate shall be dated and shall state that on the date thereof a Note of
the relevant Series bearing a specified identifying number was deposited with or
exhibited to such trust company, bank, banker or recognized securities dealer by
the person named in such certificate. Any such certificate may be issued in
respect of one or more such Bearer Notes specified therein. The holding of an
interest in any global Bearer Note of the relevant Series shall be proved by a
certificate of Euroclear, Clearstream, Luxembourg or another clearance system in
which such Notes are held, as the case may be. The holding by the person named
in any such certificate of any such Bearer Note or interest in a global Bearer
Note specified therein shall be presumed to continue for a period of one year
from the date of such certificate unless at the time of any determination of
such holding (i) another certificate bearing a later date issued in respect
of the same Bearer Note or interest in a global Bearer Note shall be produced,
(ii) such Bearer Note specified in such certificate shall be produced by
some other person or (iii) such Bearer Note specified in such certificate
shall have ceased to be outstanding. The appointment of any proxy shall be
proved by having the signature of the person executing the proxy witnessed or
guaranteed by any bank, banker, trust company or New York Stock Exchange member
firm satisfactory to the relevant Issuer and the
Guarantor.

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(e) Each Issuer and the
Guarantor shall appoint a temporary chairman of the meeting. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the holders of a majority in principal amount of the Notes of the relevant
Series represented at the meeting. At any meeting each Noteholder of the
relevant Series or proxy shall be entitled to one vote for each $1,000 (or the
equivalent thereof in any foreign or composite currency) of principal amount (in
the case of Original Issue Discount Notes of the relevant Series, such principal
amount thereof that would be due and payable as of the date of such meeting upon
a declaration of acceleration of the maturity thereof pursuant to Section 8) of
such Notes held or represented by such Noteholder or proxy; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Note of
the relevant Series challenged as not outstanding and ruled by the chairman of
the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote except as a Noteholder or proxy. Any meeting of Noteholders duly
called at which a quorum is present may be adjourned from time to time, and the
meeting may be held as so adjourned without further
notice.

(f) The vote upon any
resolution submitted to any meeting of Noteholders shall be by written ballot on
which shall be subscribed the signatures of such Noteholders or proxies and on
which shall be inscribed the principal amount (in the case of Original Issue
Discount Notes of the relevant Series, such principal amount thereof that would
be due and payable as of the date of such vote upon a declaration of
acceleration of the maturity thereof pursuant to Section 8) and the identifying
number or numbers of the Notes of such Series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Noteholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was published as
provided above. The record will show the principal amount of the Notes (in the
case of Original Issue Discount Notes, such principal amount thereof that would
be due and payable as of the date of such vote upon a declaration of
acceleration of the maturity thereof pursuant to Section 8) voting in favor of
or against any resolution. The record shall be signed and verified by the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the relevant Issuer or the Guarantor and the other to the Fiscal
and Paying Agent to be preserved by the Fiscal and Paying Agent, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein
stated.

16. Consent of
Holders.

(a) Any authorization,
direction, notice, consent, waiver, amendment or other action provided by the
provisions of this Agreement or the Notes of any Series to be given or taken by
holders (which term as used in this Section shall mean with respect to any
global Bearer Note those persons shown on the records of Euroclear, Clearstream,
Luxembourg and/or another clearance system, as the case may be, as having
interests in such global Bearer Note credited to their respective securities
clearance accounts) of Notes of such Series may be embodied in and evidenced by
one or more instruments of substantially similar tenor, listing the serial
number of the Note or Notes of such Series in respect of which each such
instrument is submitted, signed by the requisite number of such holders in
person or by their agent duly appointed in writing; and, except as herein or
therein expressly provided, any such instrument shall become irrevocable when
delivered, and such action shall become effective when such instrument signed by
such holders is delivered to the Fiscal and Paying Agent or other paying agency
of the relevant Issuer

38

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and (in
the case of Notes issued by an Issuer other than GE Capital) the Guarantor.
Proof of execution of any such instrument or of a writing appointing any such
agent by the holder of any such Note shall be sufficient for any such purpose of
this Agreement or such Notes and conclusive in favor of (i) the Fiscal and
Paying Agent or other paying agency of such Issuer and the Guarantor and (ii)
such Issuer and the Guarantor if made in the manner provided in this
Section.

(b) The fact and date of
execution of any such instrument and the fact that any person is the holder of
the Note or Notes of any Series of which the serial numbers are listed in such
instrument may be proved by the certificate of a financial institution of
recognized standing to such effect, or in any other manner which the relevant
Issuer and the Guarantor deem sufficient.

(c) Any authorization,
direction, notice, consent, waiver or other action by the holder of any Note
shall bind every future holder of such Note in respect of anything done, omitted
or suffered to be done in reliance thereon, whether or not notation of such
action is made upon such Note.

17. Stamp Taxes. The
relevant Issuer or the Guarantor will pay all stamp or other documentary taxes
or duties, if any, to which the execution or delivery of this Agreement or the
issuance of the Notes of any Series or any coupons appertaining thereto may be
subject.

18. Modifications and
Amendments.

(a) This Agreement may be
amended by the parties hereto, without the consent of the holder (which term as
used in this Section shall mean with respect to any global Bearer Note those
persons shown on the records of Euroclear, Clearstream, Luxembourg or another
clearance system, as the case may be, as having interests in such global Bearer
Note credited to their respective securities clearance accounts) of any Note,
for the purposes of (i) providing for the issuance of Notes pursuant to Section
2 hereof; (ii) curing any ambiguity or correcting or supplementing any provision
contained herein which may be defective or inconsistent with any other provision
contained herein; (iii) adding to the covenants of the relevant Issuer or (in
the case of Notes issued by an Issuer other than GE Capital) the Guarantor for
the protection of the holders of all or any Series of the Notes; (iv) effecting
any assumption of the relevant Issuer's or the Guarantor's obligations hereunder
and under the Notes or the Guarantee by a successor corporation pursuant to
Section 14(a) of this Agreement; (v) evidencing and providing for the acceptance
of appointment hereunder by a successor Fiscal and Paying Agent with respect to
the Notes of one or more Series; or (vi) amending this Agreement in any other
manner which the parties may mutually deem necessary or desirable and which
shall not adversely affect the interests of the holders of the Notes of any
Series outstanding on the date of such amendment. Nothing in this Agreement
prevents the Issuers, the Guarantor and the Fiscal and Paying Agent from
amending this Agreement in such a manner as to only have a prospective effect on
Notes issued on or after the date of such amendment.

(b) Modifications and
amendments to this Agreement or the Notes of any Series or the Guarantee may
also be made, and future compliance therewith or past Event of Default by the
relevant Issuer or the Guarantor may be waived, by holders of not less than a
majority in aggregate principal amount of the Notes of such Series (or, in each
case, such lesser amount as shall have acted at a meeting of holders of such
Notes, pursuant to Section 15 of this Agreement); provided, however, that no
such modification or amendment to this Agreement or the Notes may, without the
consent of the holders of each such Note of such Series affected thereby, (i)
change the stated maturity of the principal of any such Note of such Series or
extend the time for payment of interest thereon; (ii) change the amount of the
principal of an Original Issue Discount Note of such Series that would be due
and payable upon an

39

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acceleration of the maturity thereof; (iii) reduce the amount of interest
payable thereon or the amount payable thereon in the event of redemption or
acceleration; (iv) change the currency of payment of principal of or any other
amounts payable on any such Note; (v) impair the right to institute suit for the
enforcement of any such payment on or with respect to any such Note or the
Guarantee; (vi) reduce the above-stated percentage of the principal amount of
Notes of such Series the consent of whose holders is necessary to modify or
amend this Agreement or the Notes of such Series or reduce the percentage of
Note of such Series required for the taking of action or the quorum required at
any such meeting of holders of Notes of such Series; or (vii) modify the
foregoing requirements to reduce the percentage of outstanding Notes of such
Series necessary to waive any future compliance or past
default.

(c) Any such modification or
amendments will be conclusive and binding on all holders of Notes of the
relevant Series and on all future holders of such Notes, whether or not they
have consented to such modifications or amendments and whether or not notation
of such modifications or amendments is made upon the Notes of such
Series.

19. Accession of Additional
Issuers. Each of the Issuers, the Guarantor and the Fiscal and Paying Agent
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.

(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 meaning as set forth in Rule 1-02(x) of Regulation
S-X under the U.S. Securities Act of 1933, as amended.

(b) Conditions Precedent to
Accession. On or prior to the date on which an Additional Issuer shall accede as
a party to this Agreement (the "Accession Date"), each of the following
conditions precedents must be fulfilled:

(i)
    
    such
      Additional Issuer, the Guarantor and the Fiscal and Paying Agent shall
      have executed and delivered an Issuer Accession Letter, substantially in
      the form attached hereto as Exhibit E (each, an "Issuer Accession
      Letter"), together with the attachments described
      therein;


(ii)
    
    such
      Additional Issuer and the Guarantor shall certify to the Fiscal and Paying
      Agent the form of Notes to be executed and authenticated from time to time
      for each Series of Notes issued by such Additional Issuer as provided in
      Section 2(b) hereof, including the form of the Guarantee to appear thereon
      which shall be substantially in the form of Exhibit D-1 hereto, modified
      as appropriate to refer to such Additional
  Issuer;


(iii)
    
    such
      Additional Issuer shall confirm that the Notes are being issued pursuant
      to authority granted by its Board of Directors or similar governing body,
      including any duly authorized committee thereof, and certify the persons
      who are Issuer Authorized Representatives of such Additional Issuer as
      provided in Section 3(a) hereof;
and


40

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(iv)
    
    such
      Additional Issuer shall confirm that it has sent to each Agent under the
      Distribution Agreement an Issuer Accession Notice (as defined in the
      Distribution Agreement) and provide a copy of such Issuer Accession Notice
      to the Fiscal and Paying Agent together with such attachments as are
      described therein.


20. Notices to Parties.
All notices hereunder to the parties hereto shall be deemed to have been given
when sent by certified or registered mail, postage prepaid, or by facsimile
transmission, addressed to any party hereto as follows:

AddressGE
    Capital:General Electric
      Capital Corporation260 Long Ridge
      RoadStamford, Connecticut
      06927 U.S.A.Attention:
    Senior Vice
      President-Corporate Treasury and Global Funding
  OperationFacsimile:
    1-203-357-4975Telephone:
    1-203-357-4000


GEC Australia
      Funding:GE Capital Australia
      Funding Pty. Ltd. (A.B.N. 67 085 675 467)572 Swan
      StreetRichmond, Victoria
      3121AustraliaAttention:
    Vice
      PresidentFacsimile:
    612-8249-3582Telephone:
    612-8249-3788in each case with a
      copy to GE Capital in its capacity as Guarantor delivered in accordance
      with this Section 20;


41

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GEC Canada
      Funding:GE Capital Canada
      Funding Companyc/o General Electric
      Capital Canada Inc.2300 Meadowvale
      Boulevard Missisauga, Ontario Canada L5N 5P9Attention:
    General
      CounselFacsimile:
    1-905-858-5710Telephone:
    1-905-858-5243in each case with a
      copy to GE Capital in its capacity as Guarantor delivered in accordance
      with this Section 20;


GE Capital European
      Funding:GE Capital UK Funding:WIL
    HouseShannon Business
      ParkShannon, Co.
      ClareIrelandAttention:
    Company
      SecretaryFacsimile:
    353-61-362-010Telephone:
    353-61-362322in each case with a
      copy to GE Capital in its capacity as Guarantor delivered in accordance
      with this Section 20;


Fiscal and Paying
      Agent:JPMorgan Chase Bank,
      London Branch, Trinity TowerShannon Business
      Park9 Thomas More
      StreetLondon E1W 1YT, EnglandAttention:
    Manager,
      Institutional Trust ServicesFacsimile:
    44-1202-34-7601Telephone:
    44-1202-34-3519in each case with a
      copy to GE Capital in its capacity as Guarantor delivered in accordance
      with this Section 20;


42

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Luxembourg Paying
      Agent:J.P. Morgan Bank
      Luxembourg S.A.5, Rue
      PlaetisL-2338
      LuxembourgGrand Duchy of LuxembourgAttention:
    Manager,
      Institutional Trust ServicesFacsimile:
    352 4626
      85380Telex:
    1233 CHASE
      LU


Irish Paying Agent:J.P. Morgan Bank
      (Ireland) p.l.c.J.P. Morgan
      HouseInternational
      Financial Services CentreDublin 1IrelandAttention:
    Manager,
      Institutional Trust ServicesFacsimile:
    3531 612
      3000Telephone:
    3531 612
      3123


or at any
other address of which either of the foregoing shall have notified the other in
writing.

Any notice, direction, request
or demand by any holder of Notes or coupons to or upon the Fiscal and Paying
Agent shall be deemed to have been sufficiently given or made, for all purposes,
if given or made in writing at the principal London office of the Fiscal and
Paying Agent, addressed to the attention of its corporate trust
office.

21. Notices to and by
Holders of the Notes. Each Issuer and (in the case of Notes issued by an
Issuer other than GE Capital) the Guarantor will give notice promptly to the
holders of the Notes of the termination of appointment of any paying agent of
such Issuer and the Guarantor. Such notice shall be published in one leading
English language daily newspaper with general circulation in London, England, or
if the Series of Notes is listed on the Luxembourg Stock Exchange and such
Exchange so requires, in one leading daily newspaper of general circulation in
Luxembourg or if the Series of Notes is listed in the Irish Stock Exchange and
such exchange so requires, in one leading daily newspaper in general circulation
in Ireland or, if publication in either London, Luxembourg or Ireland is not
practical, elsewhere in Western Europe. Such publication is expected to be made
in the Financial Times, the Luxemburger Wort (if such Series is listed on the
Luxembourg Stock Exchange) and the Irish Times (if such Series is listed on the
Irish Stock Exchange). Any notice to the holders of Notes by publication shall
be deemed to have been given on the date of such publication, or if published in
newspapers on different dates, on the date of the first such
publication.

So long as no definitive Notes
are in issue in respect of a particular Series, there may, so long as the global
Note(s) for such Series is or are held in its or their entirety on behalf of
Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case
may be, and the Notes for such Series are not listed on the Luxembourg Stock
Exchange (or if so listed, for as long as the Luxembourg Stock Exchange so
permits) or on the Official List of the Irish Stock Exchange (or if so listed,
for as long as the Irish Stock Exchange so permits) be substituted for such
publication in such newspaper(s) the delivery of the

43

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relevant
notice to Euroclear, Clearstream, Luxembourg and/or such other clearance system
for communication by them to the holders of the Notes. Any such notice shall be
deemed to have been given to the holders of the Notes on the seventh day after
the day on which the said notice was given to Euroclear, Clearstream, Luxembourg
and/or such other clearance system.

Notices to be given by a
Noteholder shall be in writing and given by lodging the same, together with the
relative Note or Notes, with the Agent. Whilst any Notes are represented by a
global Note, such notice may be given by a Noteholder to the Fiscal and Paying
Agent via Euroclear, Clearstream, Luxembourg and/or another clearance system, as
the case may be, in such manner as the Agent and Euroclear, Clearstream,
Luxembourg and/or such other clearance system may approve for this
purpose.

22. Business Day. For
the purposes of this Agreement, "Business Day" shall mean, unless otherwise
specified in the form of Notes certified to the Fiscal and Paying Agent pursuant
to Section 2(b) hereof or contained in the Corporate Order delivered pursuant to
Section 2(c) hereof with respect to a particular Series of Notes, any day other
than a Saturday or Sunday or any other day on which banking institutions are
generally authorized or obligated by law or regulation to close in (i) the
principal financial center of the country of the currency in which the Notes are
denominated, (ii) the place at which payment on such Note or coupon is to be
made or (iii) London, England; provided, however, that with respect to Notes
denominated in Euro, such day is a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open. For
purposes of this definition, the principal financial center of the United States
is New York, the principal financial center of Australia is Sydney and Melbourne
and the principal financial center of Canada is Toronto,
Ontario.

23. Central Bank Reporting
Requirements. In addition to its other duties set forth in this Agreement,
the Fiscal and Paying Agent is hereby designated as the relevant Issuer's and
(in the case of Notes issued by an Issuer other than GE Capital) the Guarantor's
agent for the purpose of complying with notification, reporting or other
applicable requirements of the various central banks or similar monetary
authorities regulating Notes issued in Specified Currencies other than U.S.
dollars. Without limiting the generality of the foregoing, at the date hereof
such duties shall include the information reporting requirements of the Bank of
England with respect to any Series of Notes where the Specified Currency is
Pounds Sterling.

24. Governing Law. THIS
AGREEMENT, THE NOTES AND ANY COUPONS APPERTAINING THERETO SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
U.S.A.

25. Consent to Service.
Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital)
the Guarantor has designated the Senior Vice President-Corporate Treasury and
Global Funding Operation of each Issuer and the Guarantor as authorized agent
for service of process in any legal action or proceeding arising out of or
relating this Agreement, the Notes or the Guarantees brought in any federal or
state court in the Borough of Manhattan, the City of New York, State of New York
and irrevocably submit to the non-exclusive jurisdiction of such courts for such
purposes (and only for such purposes) as long as there are any outstanding
Notes.

26. Counterparts. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. Such counterparts shall together constitute but one and the
same instrument.

44

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27. Inspection of
Agreement. A copy of this Agreement shall be made available by the Fiscal
and Paying Agent for inspection at all reasonable times at its office as stated
in Section 20 and at the offices of the paying agents specified in the
Notes.

28. Descriptive
Headings. The descriptive headings in this Agreement are for convenience of
reference only and shall not define or limit the provisions of this
Agreement.

29. Provisions Binding on
Successors. All the covenants, stipulations, promises and agreements in this
Agreement contained by the relevant Issuer and (in the case of Notes issued by
an Issuer other than GE Capital) the Guarantor shall bind its successors and
assigns whether so expressed or not.

30. Official Acts by
Successor Corporation. Any act or proceeding by any provision of this
Agreement authorized or required to be done or performed by any board, committee
or officer of the relevant Issuer or (in the case of Notes issued by an Issuer
other than GE Capital) the Guarantor shall and may be done and performed with
like force and effect by the like board, committee or officer of any corporation
that shall at the time be the lawful sole successor of such Issuer or the
Guarantor.

31. Severability. In
case any provision in this Agreement or in the Notes shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provision shall not in any way be affected or impaired
thereby.

IN WITNESS WHEREOF, the
parties hereto, including GE Capital in its capacity both as Issuer and as
Guarantor of Notes to be issued by Issuers other than GE Capital, have caused
this Fifth Amended and Restated Fiscal and Paying Agency Agreement to be duly
executed as of the day and year first above written.

GENERAL
      ELECTRIC CAPITAL CORPORATIONBy:
    /s/ Kathryn A. CassidyName:
    
    Kathryn A.
      CassidyTitle:
    
    Senior Vice
      President Corporate Treasury and Global Funding Operation


GE
      CAPITAL AUSTRALIA FUNDING PTY. LTDBy:
    /s/ Kathryn A. CassidyName:
    
    Kathryn A.
      CassidyTitle:
    
    Authorized Signatory


45

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GE
      CAPITAL CANADA FUNDING COMPANYBy:
    /s/ Kathryn A. CassidyName:
    
    Kathryn A.
      CassidyTitle:
    
    President and Chief
      Financial Officer


GE
      CAPITAL EUROPEAN FUNDING.By:
    /s/ Patrick GilmartinName:
    
    Patrick
      GilmartinTitle:
    
    Director


GE
      CAPITAL UK FUNDINGBy:
    /s/ Patrick GilmartinName:
    
    Patrick
      GilmartinTitle:
    
    Director


JPMORGAN CHASE BANKas Fiscal and Paying
  AgentBy:
    /s/ Emma JonesName:
    
    Emma
  JonesTitle:
    
    Authorised Signatory


J.P.
      MORGAN BANK LUXEMBOURG S.A.as Luxembourg Paying AgentBy:
    /s/ Emma JonesName:
    
    Emma
  JonesTitle:
    
    Authorised Signatory


J.P.
      MORGAN BANK (IRELAND) p.l.c.as Irish Paying AgentBy:
    /s/ Michael WhelanName:
    
    Michael
    WhelanTitle:
    
    Authorised Signatory


46

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Exhibit A

GENERAL
ELECTRIC CAPITAL CORPORATIONAND AFFILIATES

EURO
MEDIUM-TERM NOTES AND OTHER DEBT SECURITIES

ADMINISTRATIVE PROCEDURES

May 21,
2004

Reference is made to Section
2(c) of the Fifth Amended and Restated Euro Medium-Term Note Distribution
Agreement, dated May 21, 2004 (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 Fifth Amended and Restated Fiscal and Paying Agency Agreement dated as of May
21, 2004, among each Issuer (including GE Capital in its capacity as Guarantor
of Notes issued by an Issuer other than GE Capital), JPMorgan Chase Bank, 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 paying agent, and J.P. Morgan Bank (Ireland) p.l.c., 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 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.

Each Issuer has appointed
Kredietbank S.A. Luxembourgeoise in Luxembourg as listing agent (the "Listing
Agent") for each series of Notes that is listed on the Luxembourg Stock
Exchange.

47

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The Irish
Issuers have appointed J.P. Morgan Bank (Ireland) p.l.c. in Dublin for each
Series of Notes that is listed on the Official List of the Irish Stock Exchange
(the "Irish Listing Agent"). 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 Pricing Supplement, 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, société 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 Pricing Supplement, Notes may also be issued in
fully registered form ("Registered Notes"). If so specified in the applicable
Pricing Supplement (as defined below), a tranche or series of Notes may also be
held in alternative clearance systems.

The Notes are described in an
Offering Circular 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 Circular"). The terms of each tranche
of Notes issued under the Fiscal Agency Agreement will be described in a
supplement to the Offering Circular (each such supplement hereinafter referred
to as a "Pricing Supplement"). The term "Offering Circular" is used herein to
describe the Offering Circular together with the applicable Pricing Supplement
unless the context otherwise required.

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.

48

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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.


Each
      Registered Note issued by an Irish Issuer with a maturity of less than one
      year shall carry the title "Commercial Paper", include
      a


49

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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
      andExchanges:
    
    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 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 Pricing
      Supplement, 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


50

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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 Pricing
      Supplement.


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
      Pricing Supplement provided always that 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.


Global Notes and
      DefinitiveBearer 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 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


51

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such
      interests shall thereafter be represented by a Permanent Global Note or
      Definitive Bearer Notes or, if provided in the applicable Pricing
      Supplement, 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 Pricing
      Supplement, 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 interests in the Temporary Global
      Note will be exchangeable only for definitive Bearer Notes or (if so
      provided in the applicable Pricing Supplement) 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 Pricing Supplement and the Offering Circular shall govern in the case
      of any conflict with the provisions set forth
    below.


52

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Terms used but not defined herein shall have the meanings assigned
      to them in the Offering
Circular.


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
      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 Pricing Supplement; 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 Pricing Supplement, interest payments on Fixed Rate Bearer
      Notes will be made on the dates specified in the applicable Pricing
      Supplement 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
      Pricing Supplement, 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


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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.


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 Pricing Supplement; 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 Pricing Supplement, interest payments on Fixed Rate
      Registered Notes will be made on the dates specified in the applicable
      Pricing Supplement 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
      Pricing Supplement, 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 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


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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
      underInterestAct (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 Pricing Supplement and the
      Offering Circular 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
      Circular.


Fixed Rate Notes. Interest will be calculated as specified
      in the Offering Circular or as modified in the applicable Pricing
      Supplement.


Floating Rate Notes. Interest will be calculated as
      specified in the Offering Circular or as modified in the applicable
      Pricing Supplement.


Payments of
      Principaland 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 the Pricing Supplement and
      the Offering Circular) and the 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


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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 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


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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 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
      ofPricing Supplement:
    
    If any offer to purchase a tranche of Notes is accepted by or
      on behalf of the relevant Issuer, the relevant Issuer and (in the case of
      Notes issued by an Issuer other than GE Capital) the Guarantor will
      prepare a pricing supplement (a "Pricing Supplement") reflecting the terms
      of such tranche of Note and will deliver a copy of such Pricing Supplement
      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 Pricing Supplement together with the Offering Circular to be
      delivered to each


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purchaser of such tranche of Note. In addition, the relevant Issuer
      shall forward the Pricing Supplement to the Fiscal Agent as soon as it
      becomes available but in no event later than the issue
      date.


In
      each instance that a Pricing Supplement is prepared, the Dealers receiving
      such Pricing Supplement will affix the Pricing Supplement to the Offering
      Circular prior to their use. Outdated Pricing Supplements, and the
      Offering Circular 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.


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.


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4.
    
    Redemption or repayment provisions, if
  any.


5.
    
    Settlement date and
time.


6.
    
    Issue Price.


7.
    
    Denominations.


8.
    
    Specified Currency.


9.
    
    Dealer's commission, if any, determined as provided in the
      Distribution Agreement.


10.
    
    Dealer's account number at Clearstream or the Euroclear
      Operator.


11.
    
    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.


12.
    
    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.


13.
    
    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.


14.
    
    If
      applicable, wire transfer instructions including name of banking
      institution where transfer is to be made and account
      number.


15.
    
    Whether such Note is to be listed on the Luxembourg Stock Exchange,
      the Official List of the UKLA and admitted to trading by the London Stock
      Exchange, the Official List of the Irish Stock Exchange, Euronext
      Amsterdam N.V., the Singapore Exchange Securities Trading Limited or on or
      by any other exchange competent listing authority and/or quotation
      system.


16.
    
    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 Fiscal Agent
      will forward such information to the Listing


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Agent if such series of Notes is listed on the Luxembourg Stock
      Exchange. 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 a Pricing Supplement to the Offering Circular describing the
      terms of the particular tranche of
Notes.


C.
    
    In
      accordance with the written instructions and the applicable Pricing
      Supplement, 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 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
      ProceduresTimetable; 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:


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Settlement ProcedureBearer Notes
    
    TimeA
    
    12:00 P.M. (NYC time) three days before settlement
      dateB
    
    9:00
      A.M. (London time) two days before settlement
  dateC
    
    3:45
      P.M. (London time) on day before settlement
  dateD
    
    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.


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


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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.
    
    Dealer's commission, if any, determined as provided in the
      Distribution Agreement.


13.
    
    Whether the Note is issued with more than a de minimis amount of
      discount.


14.
    
    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.


15.
    
    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.


16.
    
    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.


17.
    
    If
      applicable, wire transfer instructions, including name of banking
      institution where transfer is to be made and account
      number.


18.
    
    Whether such Note is to be listed on the Luxembourg Stock Exchange,
      the Official List of the UKLA and admitted to trading by the London Stock
      Exchange, the Official List of the Irish Stock Exchange, Euronext
      Amsterdam N.V., Singapore Exchange
Securities


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Trading Limited or on or by any other exchange competent listing
      authority and/or quotation
system.


19.
    
    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
      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


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which such Issuer has advised the Fiscal Agent but which have not
      yet been settled.


Settlement
      ProceduresTimetable; RegisteredNotes:
    
    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:


SettlementProcedureRegisteredNotes
    
    TimeAA
    
    2:00
      P.M. on day before settlement dateBB
    
    3:00
      P.M. on day before settlement dateCC
    
    2:15
      P.M. on settlement dateDD
    
    3:00
      P.M. on settlement date


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 telex
      or telecopy) 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 telex or telecopy) 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


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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.


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
      toLuxembourg StockExchange:
    
    The Listing Agent will provide information with respect to
      each tranche of Notes to be listed on the Luxembourg 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 Luxembourg Stock Exchange, the Dealers will provide the Listing
      Agent with secondary market information regarding any tranche of Notes
      listed on the Luxembourg Stock Exchange and the Listing Agent will provide
      such information to the Luxembourg Stock
  Exchange.


Notice of Issuance
      toLondon StockExchange:
    
    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


65

---



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.


Notice of Issuance to
      the IrishStock Exchange Exchange:
    
    The Irish Listing Agent will provide information with respect
      to each tranche of Notes to be listed on the Official List of the Irish
      Stock Exchange to such Exchange and will advise the relevant Irish 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 Irish Stock Exchange, the Dealers will provide
      the Irish Listing Agent with secondary market information regarding any
      tranche of Notes listed on the Official List of the Irish Stock Exchange
      and the Irish Listing Agent will provide such information to the Irish
      Stock Exchange.


Listing:
The Listing Agent, the Fiscal Agent and the Irish Listing Agent will, on a
regular basis and as applicable, provide the Luxembourg Stock Exchange, the UKLA
and the London Stock Exchange or the Irish Stock Exchange, as the case may be
with such information as such Exchanges may require regarding any tranches of
Notes that are listed on such Exchanges and are issued and
outstanding.

66

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EXHIBIT B-1

[FORM
OF CERTIFICATE TO BE GIVEN BY AN ACCOUNTHOLDER OF EUROCLEAR, CLEARSTREAM,
LUXEMBOURG ]

CERTIFICATE

[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 or Other Debt Securities

[Unconditionally Guaranteed byGeneral Electric Capital
Corporation]

Represented by Temporary Global Note No. __.

This is to
certify that as of the date hereof, and except as set forth below, the
above-captioned Notes held by you for our account [(A) are beneficially owned by
persons that are not residents of Canada, except residents of Canada to whom the
principal amount of Notes so beneficially owned has been sold and who acquired
the same in compliance with the securities laws of Canada or of the applicable
province or territory thereof; and (B)] (i) are owned by person(s) that are not
citizens or residents of the United States, corporations, partnerships or other
entities created or organized in or under the laws of the United States or any
political subdivision thereof, estates whose income is subject to United States
federal income tax regardless of its source, or trusts if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust or if such trust has a valid election in
effect under applicable U.S. Treasury regulations to be treated as a United
States person ("United States person(s)"), (ii) are owned by United States
person(s) that (a) are foreign branches of United States financial institutions
(as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) ("financial
institutions") purchasing for their own account or for resale, or (b) acquired
the Notes through foreign branches of United States financial institutions and
who hold the Notes through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Notes is a United
States or foreign financial institution described in clause (iii) above (whether
or not also described in clause (i) or (ii)) such financial institution has not
acquired the Notes for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its
possessions.

B-1-1

---



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

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

This
certification excepts and does not relate to $   
        of such interest in the above Notes in
respect of which we are not able to certify and as to which we understand
exchange and delivery of definitive Notes (or, if relevant, exercise of any
rights or collection of any interest) cannot be made until we do so
certify.

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

Dated:
___________[To be dated no earlier than the 10th day before[insert date
of Interest Payment Date prior to Exchange Date][insert date of redemption
or acceleration prior to Exchange Date][insert Exchange
Date]]

[Name
    
    of
      Account Holder]


[Name of Account Holder]By:(Authorized
      Signatory)Name:Title:


B-1-2

---



EXHIBIT
B-2

[FORM
OF CERTIFICATE TO BE GIVEN BYEUROCLEAR, CLEARSTREAM,
LUXEMBOURG]

CERTIFICATE

[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 or Other Debt Securities

[Unconditionally Guaranteed byGeneral Electric Capital
Corporation]

Represented by Temporary Global Note No. ____.

This is to
certify that, based solely on certifications we have received in writing, by
tested telex or by electronic transmission from member organizations appearing
in our records as persons being entitled to a portion of the principal amount
set forth below (our "Member Organizations") substantially to the effect set
forth in Exhibit B-1 to the Fifth Amended and Restated Fiscal and Paying Agency
Agreement, as of the date hereof, _______________ principal amount of the
above-captioned Notes [(A) is beneficially owned by persons that are not
residents of Canada, except residents of Canada to whom the principal amount of
Notes so beneficially owned has been sold and who acquired the same in
compliance with the securities laws of Canada or of the applicable province or
territory thereof; and (B)](i) is owned by persons that are not citizens or
residents of the United States, corporations, partnerships or other entities
created or organized in or under the laws of the United States or any political
subdivision thereof, estates whose income is subject to United States federal
income tax regardless of its source, or trusts if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust or if such trust has a valid election in
effect under applicable U.S. Treasury regulations to be treated as a United
States person ("United States persons"), (ii) is owned by United States persons
that (a) are foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) ("financial
institutions") purchasing for their own account or for resale, or (b) acquired
the Notes through foreign branches of United States financial institutions and
who hold the Notes through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in

B-2-1

---



clause (i)
or (ii)) have certified that they have not acquired the Notes for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions. As used herein, "United States" means the
United States of America (including the States and the District of Columbia) and
its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

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

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

Dated:
_____________[To be dated no earlier than[insert date of Interest
Payment Date prior to Exchange Date][insert date of redemption or
acceleration prior to Exchange Date][insert Exchange Date]]

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


B-2-2

---



EXHIBIT
C-1-1

[FORM
OF CERTIFICATE TO BE GIVEN BY AN ACCOUNTHOLDER OF EUROCLEAR AND CLEARSTREAM,
LUXEMBOURG]

CERTIFICATE

[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 or Other Debt Securities

[Unconditionally guaranteed byGeneral Electric Capital
Corporation]

Represented by Permanent Global Note No. __.

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

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

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

Dated:
_______

[Name of Account Holder]By:Name:Title:


C-1-1

---



EXHIBIT
C-2

[FORM
OF CERTIFICATE TO BE GIVEN BYEUROCLEAR AND CLEARSTREAM,
LUXEMBOURG]

CERTIFICATE

[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 or Other Debt Securities

[Unconditionally Guaranteed byGeneral Electric Capital
Corporation]

Represented by Permanent Global Note No. ____.

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

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

Dated:
__________________

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


C-2-1

---



EXHIBIT
D-1

[FORM
OF GUARANTEE TO BE ENDORSED ON NOTES]

1. FOR
VALUE RECEIVED, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
(the "Guarantor"), hereby unconditionally and irrevocably guarantees to the
holder of the Note upon which this guarantee is endorsed the due and punctual
payment of any and all amounts required to be paid upon said Note according to
its terms, when, where and as the same shall become due and payable, whether on
an interest payment date, at maturity, upon redemption or purchase or otherwise,
in accordance with the terms thereof. Terms and expressions defined in the Fifth
Amended and Restated Fiscal and Paying Agency Agreement dated as of May 21,
2004, as it may be further amended or supplemented from time to time, among
General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE
Capital Canada Funding Company, GE Capital European Funding, GE Capital UK
Funding, JPMorgan Chase Bank, J.P. Morgan Bank Luxembourg S.A. and J.P. Morgan
Bank (Ireland) p.l.c. (the "Fiscal Agency Agreement"), and the Notes shall have
the same meanings herein, except as otherwise defined herein or unless there is
something in the subject matter or context inconsistent
therewith.

2. (a) In case of failure by
[GE Capital Australia Funding Pty. Ltd.] [GE Capital Canada Funding Company] [GE
Capital European Funding] [GE Capital UK Funding] [Name of Additional Issuer
acceding to the Fiscal Agency Agreement pursuant to Section 19 thereof] or its
successors or assigns (the "Issuer") punctually to pay any such amount, the
Guarantor hereby agrees to cause such payment to be made punctually when, where
and as the same shall become due and payable, whether at maturity, upon
redemption or otherwise, and as if such payment were made by the Issuer. The
Guarantor hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, legality or enforceability of the Note, the
absence of any action to enforce the same, the waiver or consent by the holder
of the Note with respect to any provisions thereof, the recovery of any judgment
against the Issuer or any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.

(b) The Guarantor shall be
subrogated to all rights of the holder of the Note against the Issuer in respect
of any amounts paid by the Guarantor pursuant to the provisions of this
Guarantee; provided that the Guarantor shall not be entitled to enforce or
receive any payment arising out of, or based upon, such right of subrogation
until all amounts due on or to become due on or in respect of all of the Notes
shall have been paid in full or duly provided for.

(c) The Guarantor hereby
waives notice of acceptance of this Guarantee and also waives notice of
nonpayment of any and all amounts payable or in respect of said Note or any part
thereof.

(d) This Guarantee is
unsecured and ranks equally with all other unsecured and unsubordinated
obligations of the Guarantor.

3. (a) The Guarantor will not
merge or consolidate with any other corporation or sell, convey, transfer or
otherwise dispose of all or substantially all of its properties to any other
corporation, unless (i) either the Guarantor shall be the continuing corporation
or the successor corporation (if other than the Guarantor) (the "successor
corporation") shall be a corporation organized under the laws of the United
States of America or of a state thereof and such successor corporation shall
expressly assume the

D-1-1

---



due and
punctual payments of all amounts due under this Guarantee and the due and
punctual performance of all of the covenants and obligations of the Guarantor
under this Guarantee endorsed on all the Notes, by supplemental agreement
satisfactory to the Fiscal and Paying Agent executed and delivered to such
Fiscal and Paying Agent by the successor corporation and the Guarantor and (ii)
the Guarantor or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, conveyance,
transfer or other disposition, be in default in the performance of any such
covenant or obligation.

(b) Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be substituted for, and may exercise every
right and power of and shall be subject to all the obligations of, the Guarantor
under this Guarantee, with the same effect as if such successor corporation had
been named as the Guarantor herein, and the Guarantor shall be released from its
liability as Guarantor under this Guarantee and under the Fiscal Agency
Agreement.

4. The Guarantor hereby
certifies and warrants that all acts, conditions and things required to be done
and performed and to have happened precedent to the creation and issuance of
this Guarantee, and to constitute the same the legal, valid and binding
obligation of the Guarantor enforceable in accordance with its terms, except
that enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization and other laws of general application relating to or affecting
the rights of creditors or by general principles of equity, including the
limitation that specific performance, being an equitable remedy, is
discretionary and may not be ordered, have been done and performed and have
happened in due and strict compliance with all applicable
laws.

5. This Guarantee shall be
construed in accordance with and governed by the laws of the State of New York,
United States of America.

6. This Guarantee is dated the
date of the Note upon which it is endorsed.

IN WITNESS
WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.

GENERAL
      ELECTRIC CAPITAL       
      CORPORATIONBy:


D-1-2

---



EXHIBIT
E

[FORM
OF ISSUER ACCESSION LETTER]

ISSUER ACCESSION LETTER

[DATE]

GENERAL ELECTRIC CAPITAL CORPORATION260 Long Ridge RoadStamford, CT 06927Attention:
    
    Senior Vice President - Corporate Treasuryand Global Funding
      Operation


[Name of
Additional
Issuer][Address]Attention:_________________________

JPMORGAN
CHASE BANKTrinity Tower9 Thomas More StreetLondon E1W 1YTUnited
KingdomAttention: Manager, Institutional Trust
Services

Ladies and
Gentlemen:

Reference
is hereby made to the Fifth Amended and Restated Fiscal and Paying Agency
Agreement dated as of May 21, 2004 (the "Fiscal Agency Agreement") among General
Electric Capital Corporation, as an issuer and as guarantor ("GE Capital"), the
other issuers named therein or acceded thereto (together with GE Capital, each
an "Issuer"), JPMorgan Chase Bank, as fiscal and paying agent (the "Fiscal and
Paying Agent"), J.P. Morgan Bank Luxembourg S.A., as Luxembourg paying agent and
J.P. Morgan Bank (Ireland) p.l.c., as Irish paying agent pursuant to which Euro
Medium-Term Notes and Other Debt Securities of each such Issuer are distributed
from time to time. Capitalized terms used but not defined herein have the
meanings assigned to such terms in the Fiscal Agency
Agreement.

1.
    
    Pursuant to Section 19(b)(i) of the Fiscal Agency Agreement, this
      Issuer Accession Letter is being entered into by GE Capital, [Name of
      Additional Issuer] (the "Company"), the Fiscal and Paying Agent and the
      Paying Agent to provide for the accession of the Company as an Additional
      Issuer party to the Fiscal Agency Agreement as of the date hereof (the
      "Accession Date").


2.
    
    In
      accordance with Section 19(a) of the Fiscal Agency Agreement, GE Capital
      and the Company hereby confirm that the Company is a Subsidiary of GE
      Capital and that each Note issued by the Company shall be irrevocably and
      unconditionally guaranteed by GE
Capital.


3.
    
    In
      accordance with Section 19(b)(ii) and 19(b)(iii) of the Fiscal Agency
      Agreement, GE Capital and the Company hereby certify to the Fiscal and
      Paying Agent that each of the persons signing this Issuer Accession Letter
      on behalf of the GE Capital and the Company is an Issuer Authorized
      Representative as defined in Section 3(a) of the Fiscal Agency Agreement
      and that each of the


E-1

---



forms of
Notes, including the form of the Guarantee appearing thereon, attached hereto as
Annex A-1 through A-[__] has been approved pursuant to the authority delegated
to such Issuer Authorized Representative by the Board of Directors of each of GE
Capital and the Company. In addition to the above, the following persons are
Issuer Authorized Representatives of the Company: [List each Additional Issuer
Authorized Representative, if any.]

4.
    
    In
      accordance with Section 19(b)(iv) of the Fiscal Agency Agreement, the
      Company and the Guarantor hereby confirm that an Issuer Accession Notice
      has been sent to each of the Agents party to the Distribution Agreement, a
      copy of which is attached hereto as Annex
B.


5.
    
    All
      notices to the Company under Section 20 of the Fiscal Agency Agreement
      shall be deemed to have been given when sent by certified or registered
      mail, postage prepaid, or by facsimile transmission to the Company as
      follows (in each case with a copy to GE Capital at the address or
      facsimile number appearing in Section 20 of the Fiscal Agency
      Agreement):


[Company Name][Address]Attention: _______________Phone:
      _______________Fax:
_______________


Please countersign where
indicated below to indicate your acceptance and agreement to the foregoing,
whereupon this Issuer Accession Letter shall become a valid and binding
agreement of the parties as of the date first above
written.

Very truly
      yours,GENERAL
      ELECTRIC CAPITAL       
      CORPORATIONBy:Name:Title:


[NAME
      OF ADDITIONAL ISSUER]By:Name:Title:


E-2

---



Accepted
and Agreed:

JPMORGAN CHASE BANKBy:Name:Title:


J.P.
      MORGAN BANK LUXEMBOURG S.A.By:Name:Title:


J.P.
      MORGAN BANK (IRELAND) p.l.c.By:Name:Title:


E-3

---