Exhibit
4(i)

FORM OF
PERMANENT GLOBAL FIXED RATE BEARER NOTE

GENERAL
ELECTRIC CAPITAL CORPORATION

|BEARER No. PGFX |  | BEARER [
                ]1[
                ]2
|--------------- |  | -----------------------------------------------

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

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

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

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|1 |  | Insert
      Principal Amount.
|- |  | ------------------------------

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

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GENERAL
ELECTRIC CAPITAL CORPORATIONEURO MEDIUM - TERM NOTE(Fixed
Rate)

SERIES:

|ISIN:
      COMMON CODE: ORIGINAL ISSUE DATE:
      MATURITY DATE: PRINCIPAL AMOUNT IN SPECIFIED
      CURRENCY:INTEREST RATE: INTEREST PAYMENT PERIOD:
      FIXED INTEREST PAYMENT DATE(S): | INTEREST
      DETERMINATION DATES: INTEREST COMMENCEMENT DATE:
      ISSUER OPTIONAL REDEMPTION DATE: NOTEHOLDER
      OPTIONAL REDEMPTION DATE:OPTIONAL REPAYMENT:
      OPTIONAL REPAYMENT DATE(S): SPECIFIED (FACE
      AMOUNT) CURRENCY: OPTION VALUE CALCULATION AGENT: | OPTIONAL
      PAYMENT CURRENCY: OPTION ELECTION DATES:
      DESIGNATED EXCHANGE RATE: CURRENCY BASE RATE:
      DETERMINATION AGENT: INITIAL MATURITY DATE:
      ELECTION DATE FINAL MATURITY DATE:
      AVAILABILITY OF REGISTERED NOTES: | IF THIS
      NOTE IS EXCHANGEABLE DIRECTLY FOR DEFINITIVE NOTES, INDICATE
      FORM(S) OF DEFINITIVE NOTES: DENOMINATIONS OF DEFINITIVE
      NOTES (if not as set forth herein): DENOMINATIONS:
      REDENOMINATION: DAY COUNT FRACTION: [ ] 30/360
      [ ] Actual/Actual (ISMA) TAX REDEMPTION DATE:
      LISTING:
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

General Electric Capital Corporation
(together with its successors and assigns, the "Company"), for value received,
hereby promises to pay to the holder hereof upon surrender hereof, the principal
sum (or Face Amount, if the Note has a dual-currency or index feature) specified
in Schedule A-1 hereto on the Maturity Date specified above (except to the
extent redeemed or repaid prior to the Maturity Date) or in accordance with the
Amortization Schedule set out in Schedule A-2 hereto and to pay interest thereon
to the bearer at the Interest Rate per annum specified above from the Original
Issue Date specified above until the principal hereof is paid or duly made
available for payment (except as provided below), in arrears monthly, quarterly,
semiannually or annually as specified above as the Interest Payment Period on
each Fixed Interest Payment Date (as specified above), commencing with the first
Fixed Interest Payment Date next succeeding the Original Issue Date specified
above, and on the Maturity Date (or any other redemption or repayment date
specified above); provided, however, that each of Euroclear Bank,
S.A./N.A., as operator of the Euroclear System (the "Euroclear Operator"), and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), or any other
recognized or agreed clearing system, shall be deemed a holder of this Note with
respect to the portion hereof held for its respective account; and
provided further, however, that if the Original Issue Date
occurs between a date that is 15 days prior to the next succeeding Fixed
Interest Payment Date and such Fixed Interest Payment Date, interest payments
will commence on the second Fixed Interest Payment Date succeeding the Original
Issue Date to the holder of this Note on such second Fixed Interest Payment
Date.

Payment of the principal of this
Note and any premium due at the Maturity Date (or any other redemption or
repayment date) will be made in immediately available funds upon surrender of
this Note at the office or agency of the Fiscal and Paying Agent or at the
office or agency of such other paying agents outside the United States (this and
certain

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other
capitalized terms used herein are defined on the reverse of this Note) as the
Company may determine maintained for that purpose (a "Paying
Agent").

Interest on this Note will accrue
from the most recent Fixed Interest Payment Date to which interest has been paid
or duly provided for, or, if no interest has been paid or duly provided for,
from the Original Issue Date, until the principal hereof has been paid or duly
made available for payment (except as provided below). The interest so payable,
and punctually paid or duly provided for, on any Fixed Interest Payment Date,
will be paid to the holder of this Note at the office or agency of the Fiscal
and Paying Agent or at the office of any Paying Agent and the Fiscal and Paying
Agent shall cause Schedule A-1 of this Note to be endorsed to reflect such
payment of interest and the amount of interest so paid will be
noted.

If the Specified Currency is other
than U.S. dollars, then, except as provided on the reverse hereof, payment of
the principal of and premium, if any, and interest on this Note will be made in
such Specified Currency either by a check drawn on a bank in London, Luxembourg
or a city in the country of such Specified Currency or by wire transfer of
immediately available funds to an account maintained by the holder of this Note
with a bank located outside the United Staets if appropriate wire transfer
instructions in writing have been received by the Fiscal and Paying Agent or any
Paying Agent not less than 10 days prior to the applicable Fixed Interest
Payment Date.

If the Specified Currency indicated
on the face hereof is U.S. dollars, any payment of the principal of and premium,
if any, and interest on this Note will be made, subject to applicable laws and
regulations, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts either
by a check drawn on a bank in The City of New York mailed to an address outside
the United States furnished by the holder or by wire transfer of immediately
available funds to an account maintained by the holder of this Note with a bank
located outside the United States if appropriate wire transfer instructions have
been received by the Fiscal and Paying Agent or any Paying Agent not less than
10 days prior to the applicable payment date. Notwithstanding the foregoing, in
the event that payment in U.S. dollars of the full amount payable on this Note
at the offices of all Paying Agents would be illegal or effectively precluded as
a result of exchange controls or similar restrictions, payment on this Note will
be made by a paying agency in the United States, if such paying agency, under
applicable law and regulations, would be able to make such
payment.

This Note is issued in the principal
amount set forth on the face hereof, but the total aggregate principal amount of
the Series to which this Note belongs is unlimited. The Company has the right,
without the consent of the holder of any Note or coupon appertaining thereto, to
issue additional Notes which form part of the Series to which this Note
belongs.

Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.

Unless the certificate of
authentication hereon has been executed by the Fiscal and Paying Agent by manual
signature, this Note shall not be entitled to any benefit under the Fiscal
Agency Agreement, as defined on the reverse hereof, or be valid or obligatory
for any purpose.

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

|DATED: | GENERAL ELECTRIC CAPITAL CORPORATION
|------ | ------------------------------------
|       |                                     
|       |                                     
|[SEAL] | By:                                 
|       |                                     

Attest:

|    |                       
|--- | ----------------------
|By: |                       
|    | Authorized
  Signatory



|CERTIFICATE OF
      AUTHENTICATIONThis is one of the Notes referred toin the
      within-mentioned Fiscal Agency Agreement. |  | 
|----------------------------------------------------------------------------------------------------------------------------- |  | 
|JPMORGAN CHASE BANK,                                                                                                          |  | 
|as Fiscal and Paying Agent                                                                                                    |  | 



|    | 
|--- | 
|By: | 
|    | 

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[Reverse of
Note]

This Note is one of a duly
authorized issue of Euro Medium-Term Notes of the Series specified on the face
hereof, having maturities of nine months or more from the date of issue (the
"Notes") of the Company. The Notes are issuable under a fifth amended and
restated fiscal and paying agency agreement, dated as of May 21, 2004 among
General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE
Capital Canada Funding Company, GE Capital European Funding, GE Capital UK
Funding and JPMorgan Chase Bank, as fiscal agent and as principal paying agent
(in such capacities, the "Fiscal and Paying Agent") and the other paying agents
named therein (as amended and supplemented from time to time, the "Fiscal Agency
Agreement"), to which Fiscal Agency Agreement reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
of the Company and holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. JPMorgan Chase Bank at its office in
London has been appointed the Exchange Rate Agent (the "Exchange Rate Agent",
which term includes any successor exchange rate agent) with respect to the
Notes. The terms of individual Notes may vary with respect to interest rates,
interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Fiscal Agency Agreement. To the extent not inconsistent
herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by
reference herein.

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

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

Interest payments on this Note will
include interest accrued to but excluding the Fixed Interest Payment Dates or
the Maturity Date (or earlier redemption or repayment date), as the case may be.
Interest payments for this Note, unless otherwise specified on the face hereof,
will be computed and paid on the following bases:

- where "30/360" is
  specified, interest will be computed and paid on the basis of the number of
  days in the Calculation Period divided by 360 (the number of days to be
  calculated on the basis of a 360-day year of twelve 30-day months)
  ("30/360").
- where "Actual/Actual
  (ISMA)" is specified, interest will be computed and paid on the following
  basis :

| | (a) in the case of Notes where
      the number of days in the relevant period from (and including) the most
      recent Fixed Interest Payment Date (or, if none, the Interest Commencement
      Date) to (but
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | excluding)
      the relevant payment date (the "Calculation Period") is equal to or
      shorter than the Determination Period (as defined below) during which the
      Calculation Period ends, the number of days in such Calculation Period
      divided by the product of (1) the number of days in such Determination
      Period and (2) the number of determination dates (each, a
      "Determination Date") that would occur in one calendar year,
      assuming interest was to be payable in respect of the whole of that year;
      or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (i) the number of days in such
      Calculation Period falling in the Determination Period in which the
      Calculation Period begins divided by the product of (x) the number of days
      in such Determination Period and (y) the number of Determination Dates (as
      specified in the applicable Pricing Supplement) that would occur in one
      calendar year, assuming interest was to be payable in respect of the whole
      of that year; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) the number of days in
      such Calculation Period falling in the next Determination Period divided
      by the product of (x) the number of days in such Determination Period and
      (y) the number of Determination Dates that would occur in one calendar
      year, assuming interest was to be payable in respect of the whole of that
      year;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

In the case where the Fixed Interest
Payment Date or the Maturity Date (or any other redemption or repayment date)
does not fall on a Business Day, payment of interest, premium, if any, or
principal otherwise payable on such date need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if
made on the Fixed Interest Payment Date or on the Maturity Date (or any other
redemption or repayment date), and no interest shall accrue for the period from
and after the Fixed Interest Payment Date or the Maturity Date (or any other
redemption or repayment date) to such next succeeding Business
Day.

This Note is unsecured and ranks
pari passu with all other unsecured and unsubordinated
indebtedness of the Company.

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

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Note or
Registered Notes, whereupon the principal amount hereof shall be reduced for all
purposes by the amount so exchanged and noted. The date of surrender of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

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

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

The Fiscal Agency Agreement provides
that if an Event of Default (as defined in the Fiscal Agency Agreement) with
respect to the Series of which this Note forms a part, shall have occurred and
be continuing, the holder hereof, by notice in writing to the Company and the
Fiscal and Paying Agent, may declare the principal of this Note and the interest
accrued hereon to be due and payable immediately.

Notes of the Series of which this
Note forms a part may be redeemed, at the option of the Company, as a whole but
not in part, at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price equal to 100% of the
principal amount thereof, together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption,
if the Company determines that, as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Tax Redemption Date specified on the face
hereof, the Company has or will become obligated to pay U.S. Additional Amounts
(as defined below) with respect to the Notes as described below. Prior to the
giving of any notice of redemption pursuant to this paragraph, the Company shall
deliver to the Fiscal and Paying Agent (i) a certificate stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Company to so
redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal
and Paying Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such U.S.
Additional Amounts if a payment in respect of the Notes were then
due.

Notice of redemption will be given
not less than 30 nor more than 60 days prior to the date fixed for redemption,
which date and the applicable redemption price will be specified in the notice.
Such notice will be given in accordance with "Notices" as defined
below.

If the Company shall determine that
any payment made outside the United States by the Company or any Paying Agent of
principal or interest, including original issue discount, if any, due in respect
of any Bearer Notes of the Series of which this Note forms a part would, under
any present or future laws or regulations of the United States, be subject to
any certification, identification or other information reporting requirement of
any kind, the effect of which requirement is the disclosure to the Company, any
Paying Agent or any governmental authority of the nationality, residence or
identity of a beneficial owner of such Bearer Note or interest coupon who is a
United States Alien (other than such a requirement (a) which would not be
applicable to a payment made by the Company or any one of its Paying Agents
(i) directly to the beneficial owner or (ii) to a custodian, nominee or
other agent of the beneficial owner, or (b) which can be satisfied by such
custodian, nominee or other agent certifying to the effect that such beneficial
owner is a United States Alien, provided that in each case referred to in
clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such
beneficial owner is not otherwise subject to any such requirement), the Company
may redeem

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the Bearer
Notes, in whole, at a redemption price equal to 100% of the principal amount
thereof, together with accrued interest to the date fixed for redemption (or, in
the case of Original Issue Discount Notes, at 100% of the portion of the face
amount thereof that has accrued to the date of redemption), or, at the election
of the Company if the conditions of the next succeeding paragraph are satisfied,
pay the additional amounts specified in such paragraph. The Company shall make
such determination and election as soon as practicable and publish prompt notice
thereof (the "Determination Notice") stating the effective date of such
certification, identification or other information reporting requirements,
whether the Company will redeem the Bearer Notes of such Series, or whether the
Company has elected to pay the U.S. Additional Amounts specified in the next
succeeding paragraph, and (if applicable) the last date by which the redemption
of the Bearer Notes must take place, as provided in the next succeeding
sentence. If the Company redeems the Bearer Notes, such redemption shall take
place on such date, not later than one year after the publication of the
Determination Notice, as the Company shall elect by notice to the Fiscal and
Paying Agent at least 60 days prior to the date fixed for redemption. Notice of
such redemption of the Bearer Notes will be given to the holders of the Bearer
Notes not more than 60 nor less than 30 days prior to the date fixed for
redemption. Such redemption notice shall include a statement as to the last date
by which the Bearer Notes to be redeemed may be exchanged for Registered Notes.
Notwithstanding the foregoing, the Company shall not so redeem the Bearer Notes
if the Company shall subsequently determine, not less than 30 days prior to the
date fixed for redemption, that subsequent payments would not be subject to any
such requirement, in which case the Company shall publish prompt notice of such
determination and any earlier redemption notice shall be revoked and of no
further effect. The right of any of the holders of Bearer Notes called for
redemption pursuant to this paragraph to exchange such Bearer Notes for
Registered Notes will terminate at the close of business of the Fiscal and
Paying Agent on the fifteenth day prior to the date fixed for redemption, and no
further exchanges of such Series of Bearer Notes for Registered Notes shall be
permitted.

If and so long as the certification,
identification or other information reporting requirements referred to in the
preceding paragraph would be fully satisfied by payment of a backup withholding
tax or similar charge, the Company may elect to pay as U.S. Additional Amounts
such amounts as may be necessary so that every net payment made outside the
United States following the effective date of such requirements by the Company
or any Paying Agent of principal or interest, including original issue discount,
if any, due in respect of any Bearer Note or any interest coupon of which the
beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any Paying Agent or any governmental authority, with respect to the
payment of such additional amounts), after deduction or withholding for or on
account of such backup withholding tax or similar charge (other than a backup
withholding tax or similar charge which (i) would not be applicable in the
circumstances referred to in the second parenthetical clause of the first
sentence of the preceding paragraph, or (ii) is imposed as a result of the
presentation of such Bearer Note or interest coupon for payment more than 15
calendar days after the date on which such payment becomes due and payable or on
which payment thereof is duly provided for, whichever occurs later), will not be
less than the amount provided for in such Bearer Note or interest coupon to be
then due and payable. In the event the Company elects to pay U.S. Additional
Amounts pursuant to this paragraph, the Company shall have the right to redeem
the Bearer Notes of such Series as a whole at any time pursuant to the
applicable provisions of the immediately preceding paragraph and the redemption
price of such Bearer Notes shall not be reduced for applicable withholding
taxes. If the Company elects to pay U.S. Additional Amounts pursuant to this
paragraph and the condition specified in the first sentence of this paragraph
should no longer be satisfied, then the Company shall redeem the Bearer Notes of
such Series in whole, pursuant to the applicable provisions of the immediately
preceding paragraph.

The Company will, subject to certain
exceptions and limitations set forth below, pay such additional amounts (the
"U.S. Additional Amounts") to the holder of any Note or of any coupon, if any,
who is a United States Alien as may be necessary in order that every net payment
of the principal of, premium and interest, including original issue discount, on
such Note and any other amounts payable on such Note, after withholding for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided for in such Note or coupon, if any, to be then due and
payable. However, the Company will not be required to make any payment of U.S.
Additional Amounts to any such holder for or on account of:

(a) any such tax, assessment or
other governmental charge which would not have been so imposed but for (i) the
existence of any present or former connection between such holder (or between a
fiduciary, settlor, beneficiary, member or shareholder of such holder, if such
holder is an estate, a trust, a partnership or a corporation) and the United

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States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, member or shareholder) being or having been a citizen or resident
thereof or being or having been engaged in a trade or business or present
therein or having, or having had, a permanent establishment therein or (ii) the
presentation by the holder of any such Note or coupon for payment on a date more
than 15 days after the date on which such payment became due and payable or
the date on which payment thereof is duly provided for, whichever occurs
later;

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

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

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

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

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

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

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

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

The Company will not be required to
make any payment of U.S. Additional Amounts to any holder for or on the account
of :

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

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

The Fiscal Agency Agreement provides
that the Company will not merge or consolidate with any other corporation or
sell, convey, transfer or otherwise dispose of all or substantially all of its
properties to any other

9

---



corporation,
unless (i) either the Company shall be the continuing corporation or the
successor corporation (if other than the Company) (the "successor corporation")
shall be a corporation incorporated under the laws of the United States of
America and such successor corporation shall expressly assume the due and
punctual payments of all amounts due under this Note and the due and punctual
performance of all of the covenants and obligations of the Company under this
Note by supplemental agreement satisfactory to the Fiscal and Paying Agent
executed and delivered to such Fiscal and Paying Agent by the successor
corporation and the Company and (ii) the Company or such successor corporation,
as the case may be, shall not, immediately after such merger or consolidation,
or such sale, conveyance, transfer or other disposition, be in default in the
performance of any such covenant or obligation. Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be substituted for, and may exercise every
right and power of and shall be subject to all the obligations of, the Company
under this Note, with the same effect as if such successor corporation had been
named as the Company herein, and the Company shall be released from its
liability under this Note and under the Fiscal Agency Agreement.

The Fiscal Agency Agreement permits
the Company, when authorized by resolution of the Board of Directors, and the
Fiscal and Paying Agent, with the consent of the holders of not less than a
majority in aggregate principal amount of the Notes of the Series of which this
Note forms a part, to modify or amend the Fiscal Agency Agreement or such Notes;
provided, however, that no such modification or amendment may,
without the consent of the holders of each such Note affected thereby, (i)
change the stated maturity of the principal of any such Note or extend the time
for payment of interest thereon; (ii) change the amount of the principal of an
Original Issue Discount Note of such Series that would be due and payable upon
an acceleration of the maturity thereof; (iii) reduce the amount of
interest payable thereon or the amount payable thereon in the event of
redemption or acceleration; (iv) change the currency of payment of principal of
or any other amounts payable on any such Note; (v) impair the right to
institute suit for the enforcement of any such payment on or with respect to any
such Note; (vi) reduce the above-stated percentage of the principal amount
of Notes of such Series the consent of whose holders is necessary to modify or
amend the Fiscal Agency Agreement or the Notes of such Series or reduce the
percentage of the Notes of such Series required for the taking of action or the
quorum required at any such meeting of holders of Notes of such Series; or (vii)
modify the foregoing requirements to reduce the percentage of outstanding Notes
of such Series necessary to waive any future compliance or past
default.

Purchasers are required to pay for
the Notes in the currency specified in the applicable Pricing Supplement.
Payment of principal, premium, if any, and interest, if any, on each Note will
be made in immediately available funds in the Specified Currency unless
otherwise specified in the applicable Pricing Supplement and except as provided
below.

If specified in the applicable
Pricing Supplement, the Company may, without the consent of holders of Notes
denominated in a Specified Currency of a member state of the European Union,
which on or after the issue date of such Notes participates in European Economic
and Monetary Union, on giving at least 30 days' prior notice (the
"Redenomination Notice") to the holders of such Notes and on prior notice to the
Paying Agent, the Euroclear Operator, Clearstream Luxembourg and/or any other
relevant clearing system, elect that, with effect from the date specified in the
Redenomination Notice (the "Redenomination Date"), such Notes shall be
redenominated in euro. The election will have effect as follows: (a) the Notes
shall be deemed to be redenominated into euro in the denomination of €0.01 with
a nominal amount for each Note equal to the nominal amount of that Note in the
Specified Currency, converted into euro at the Established Rate (defined below),
provided that, if the Company determines after consultation with the Paying
Agent that the then market practice in respect of the redenomination into euro
of internationally offered securities is different from the provisions specified
above, such provisions shall be deemed to be amended so as to comply with such
market practice and the Company shall promptly notify the holders of Notes, any
stock exchange on which the Notes may be listed and the Paying Agent of such
deemed amendments; (b) save to the extent that an Exchange Notice (defined
below) has been given in accordance with paragraph (d) below, the amount of
interest due in respect of the Notes will be calculated by reference to the
aggregate nominal amount of Notes presented (or, as the case may be, in respect
of which coupons are presented) for payment by the relevant holder and the
amount of such payment shall be rounded down to the nearest €0.01; (c) if
definitive Notes are required to be issued after the Redenomination Date, they
shall be issued at the expense of the Company in the denominations of €1,000, €
10,000, € 100,000 and (but only to the extent of any remaining amounts less than
€1,000 or such smaller denominations as the Paying Agent may approve) €0.01 and
such other denominations as the Issuer shall determine and notify to the
Noteholders; (d) if issued prior to the Redenomination Date, all unmatured
coupons denominated in the Specified Currency (whether or not attached to the
Notes) will become void with effect from the date on which the Company gives
notice (the "Exchange Notice") that

10

---



replacement
euro-denominated Notes and coupons are available for exchange (provided that
such securities are so available) and no payments will be made in respect of
them. The payment obligations contained in any Notes so issued will also become
void on that date although such Notes will continue to constitute valid exchange
obligations of the Company. New euro-denominated Notes and coupons, if any, will
be issued in exchange for Notes and coupons, if any, denominated in the
Specified Currency in such manner as the Paying Agent may specify and as shall
be notified to the holders of Notes in the Exchange Notice. No Exchange Notice
may be given less than 15 days prior to any date for payment of principal or
interest on the Notes; (e) after the Redenomination Date, all payments in
respect of the Notes and the coupons, if any, including payments of interest in
respect of periods commencing before the Redenomination Date, will be made
solely in euro as though references in the Notes to the Specified Currency were
to euro. Payments will be made in euro by credit or transfer to a euro account
outside the United States (or any other account to which euro may be credited or
transferred) specified by the payee or, at the option of the payee, by a euro
cheque mailed to an address outside the United States; (f) the applicable
Pricing Supplement will specify any relevant changes to the provisions relating
to interest; and (g) such other changes shall be made as the Company may decide,
after consultation with the Paying Agent and the calculation agent (if
applicable), and as may be specified in the Redenomination Notice, to conform
them to conventions then applicable to instruments denominated in euro. For the
purposes hereof, "Established Rate" means the rate for the conversion of the
Specified Currency (including compliance with rules relating to roundings in
accordance with applicable European Union regulations) into euro established by
the Council of the European Union pursuant to Article 1091(4) of the treaty
establishing the European Communities, as amended by the Treaty on European
Union, and "sub-unit" means, with respect to any Specified Currency other than
euro, the lowest amount of such Specified Currency that is available as legal
tender in the country of such Specified Currency and, with respect to euro,
means one cent.

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

Amounts so payable on any such date
in such Specified Currency shall be converted into U.S. dollars at a rate
determined by the Exchange Rate Agent on the basis of the most recently
available Market Exchange Rate or as otherwise indicated in the applicable
Pricing Supplement. The Exchange Rate Agent at the date of the Fiscal Agency
Agreement is JPMorgan Chase Bank. Any payment required to be made on Notes
denominated in a Specified Currency other than U.S. dollars and euro that is
instead made in U.S. dollars under the circumstances described above will not
constitute a default of any obligation of the relevant Issuer under such Notes.
The "Market Exchange Rate" with respect to any currency other than U.S. dollars
means, for any day, the noon dollar buying rate in The City of New York on such
day for cable transfers of such currency as published by the Federal Reserve
Bank of New York, or, if such rate is not published for such day, the equivalent
rate as determined by the Exchange Rate Agent.

The provisions of the two preceding
paragraphs shall not apply in the event of the introduction in the country
issuing any Specified Currency of the euro pursuant to the entry of such country
into European Economic and Monetary Union. In this situation, payments of
principal, premium, if any, and interest, if any, on any Note denominated in any
such Specified Currency shall be effected in euro at such time as is required
by, and otherwise in conformity with, legally applicable measures adopted with
reference to such country's entry into European Economic and Monetary Union. All
references herein or in any Pricing Supplement to "euro" shall be to the lawful
currency of the member states of the European Union that adopt the single
currency in accordance with the treaty establishing the European Communities, as
amended.

All determinations made by the
Company or the agent of the Company shall be at such person's sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and
binding on the Company and all holders of Notes.

So long as this Note or the Coupons
shall be outstanding, the Company will cause to be maintained an office or
agency for the payment of the principal of and premium, if any, and interest on
this Note as herein provided in London,

11

---



England, [and in
Luxembourg]3 and an office or agency in London for the transfer and
exchange as aforesaid of the Notes. The Company may designate other agencies for
the payment of said principal, premium and interest at such place or places
outside the United States (subject to applicable laws and regulations) as the
Company may decide. So long as there shall be any such agency, the Company shall
keep the Fiscal and Paying Agent advised of the names and locations of such
agencies, if any are so designated.

With respect to moneys paid by the
Company and held by the Fiscal and Paying Agent or any Paying Agent for the
payment of the principal of or interest or premium, if any, on any Note that
remain unclaimed at the end of three years after such principal, interest or
premium shall have become due and payable (whether at maturity or upon call for
redemption or otherwise), (i) the Fiscal and Paying Agent or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Company and any person claiming such moneys shall thereafter look only to the
Company for payment thereof and (ii) such moneys shall be so repaid to the
Company. Upon such repayment all liability of the Fiscal and Paying Agent or
such Paying Agent with respect to such moneys shall thereupon cease, without,
however, limiting in any way any obligation that the Company may have to pay the
principal of or interest or premium, if any, on this Note as the same shall
become due.

No provision of this Note or of the
Fiscal Agency Agreement shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest on this Note at the time, place, and rate, and in the coin or
currency, herein and in the Fiscal Agency Agreement prescribed unless otherwise
agreed between the Company and the holder of this Note.

No recourse shall be had for the
payment of the principal of, or premium, if any, or the interest on this Note,
for any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Fiscal Agency Agreement or any fiscal agency agreement
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation to the Company, either directly or through the Company or any
successor corporation to the Company, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and
released.

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

As used herein:

| | (a) the term "Business
      Day" means, unless otherwise specified in the applicable Pricing
      Supplement, any day other than a Saturday or Sunday or any other day on
      which banking institutions are generally authorized or obligated by law or
      regulation to close in (i) the Principal Financial Center of the country
      in which the Company is incorporated; (ii) the Principal Financial Center
      of the country of the currency in which the Notes are denominated (if the
      Note is denominated in a Specified Currency other than euro); (iii) the
      place at which payment on such Note or coupon is to be made; or (iv)
      London, England; provided, however, that with respect to Notes denominated
      in euro, such day is also a TARGET Settlement
Day;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) the term "Notices"
      refers to:
| | ---------------------------------------

| | (1) notices to holders of the
      Notes to be given by publication in one leading English language daily
      newspaper with general circulation in London and, if the Series of which
      this Note forms a part is listed on the Luxembourg Stock Exchange and such
      Exchange so requires, in one leading daily newspaper with general
      circulation in Luxembourg or, if publication in either London or
      Luxembourg is not practical, elsewhere in Western Europe. Such publication
      is expected to be made in the Financial Times and (if such Series is
      listed on the Luxembourg Stock Exchange) the
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|3 |  | Include
      if Note is listed on Luxembourg Stock Exchange.
|- |  | -------------------------------------------------------------

12

---



| | Luxemburger Wort. Such notices will be deemed to have been
      given on the date of such publication, or if published in such newspapers
      on different dates, on the date of the first such publication;
      and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) notices to holders of any
      Notes that are listed on Euronext Amsterdam to be given by publication in
      one leading English language daily newspaper with general circulation in
      Amsterdam and London and if such Notes are listed on Euronext Amsterdam
      and such Exchange so requires, also published in the Official Price List
      ("Officiele Prijscourant"). If publication in London or Amsterdam, as the
      case may be, is not practical, such publication shall be made elsewhere in
      Western Europe. Such publication is expected to be made in the
      Financial Times in London and the Het Financieele Dagblad in
      Amsterdam. Such notices will be deemed to have been given on the date of
      such publication or if published in such newspapers on different dates, on
      the date of the first such publication;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) the term "Principal
      Financial Center" means (i) the capital of the country issuing the
      currency in which the Notes are denominated or (ii) the capital city of
      the country to which the Designated LIBOR Currency relates, as applicable,
      except, in the case of (i) or (ii) above, that with respect to the
      following currencies, the "Principal Financial Center" will be as
      indicated below:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Currency                                                                                                                                                     | Principal Financial Center                                                                                               | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------ | 
| |                                                                                                                                                              |                                                                                                                          | 
| | United States
      dollarsAustralian dollars Canadian dollars New Zealand dollars
      Norwegian Krone South African rand Swedish Krona Swiss
      francs | The City of New York
      Sydney and Melbourne Toronto Auckland and Wellington Oslo
      Johannesburg Stockholm Zurich | 

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

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

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

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

| | (h) all other terms used in
      this Note which are defined in the Fiscal Agency Agreement and not
      otherwise defined herein shall have the meanings assigned to them in the
      Fiscal Agency Agreement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

---



OPTION TO
ELECT REPAYMENT

The undersigned
hereby irrevocably request(s) the Issuer to repay the within Note (or portion
thereof specified below) pursuant to its terms at a price equal to the principal
amount thereof, together with interest to the Optional Repayment Date, to the
undersigned, at _______________ (Please print or typewrite name and address
of the undersigned).

If less than the
entire principal amount of the within Note is to be repaid, specify the portion
thereof (which shall be increments of 1,000 units of the Specified Currency
indicated on the face hereof) which the holder elects to have repaid:
_______________ ; and specify the denomination or denominations (which shall not
be less than the minimum authorized denomination) of the Notes to be issued to
the holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid):

________________.

Date:

| |  | NOTICE: The signature on this Option to Elect Repayment must
      correspond with the name as written upon the face of the within instrument
      in every particular without alteration or enlargement.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

---



SCHEDULE
A-1

EXCHANGE
FOR DEFINITIVE BEARER NOTES, DEFINITIVEREGISTERED NOTES AND FROM TEMPORARY
GLOBAL NOTE

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

|Date of
      Exchange orInterest Payment | Payment
      ofInterest | Principal (Face)4Amount Exchanged From
      Temporary Global Notes | Principal (Face)6Amount Exchanged For
      Definitive Bearer Notes | Principal (Face)6Amount Exchanged For
      Definitive Registered Notes | Remaining Principal (Face)6Amount
      Outstanding Following Such Exchange | Notation Made by
      or on behalf ofFiscal and Paying Agent
|----------------------------------------- | ------------------------ | ------------------------------------------------------------------- | ------------------------------------------------------------------- | ----------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              



---

|4 |  | To be
      used if Note has dual-currency or index
feature.
|- |  | ------------------------------------------------------------

15

---



SCHEDULE
A-2

AMORTIZATION SCHEDULE

[INSERT IF
APPLICABLE] / [NOT APPLICABLE]

---



[FORM OF
CERTIFICATE TO BE GIVEN BY AN ACCOUNTHOLDER OF THE EUROCLEAR OPERATOR,
CLEARSTREAM, LUXEMBOURGOR OTHER CLEARANCE SYSTEM]

EXHIBIT
B-1

CERTIFICATE

GENERAL
ELECTRIC CAPITAL CORPORATIONEuro Medium-Term NotesRepresented by
Permanent Global Note No. __.

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

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

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

Dated: _______,
20

| | [Name of Account Holder]
| | ------------------------
| |                         
| |                         
| | By:                     
| |                         
| |                         
| |                         

---



[FORM OF
CERTIFICATE TO BE GIVEN BY AN ACCOUNTHOLDER OF THE EUROCLEAR OPERATOR,
CLEARSTREAM, LUXEMBOURGOR OTHER CLEARANCE SYSTEM]

EXHIBIT
B-2

CERTIFICATE

GENERAL
ELECTRIC CAPITAL CORPORATIONEuro Medium-Term NotesRepresented by
Permanent Global Note No. ____.

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

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

Dated: ________,
20

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



---