Exhibit 4(l)

FORM
OF EMTN TEMPORARY GLOBAL FLOATING RATE BEARER NOTETemporary Global Floating
Rate Bearer Note

GENERAL ELECTRIC CAPITAL CORPORATION

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

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

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

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

---

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

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

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GENERAL ELECTRIC CAPITAL CORPORATION EURO MEDIUM-TERM NOTE
(Floating Rate)

SERIES:

|ISIN:
      COMMON CODE: ORIGINAL ISSUE DATE:
      MATURITY DATE: PRINCIPAL AMOUNT IN SPECIFIED
      CURRENCY:INTEREST CALCULATION: [ ] Regular Floating Rate
      Note [ ] Inverse Floating Rate Note [ ] Other Floating Rate
      INTEREST RATE BASIS: [ ] CD Rate [ ] Commercial Paper
      Rate [ ] Eleventh District Cost of Funds Rate [ ] Federal
      Funds Rate [ ] LIBOR [ ] EURIBOR [ ] Treasury Rate [ ]
      Prime Rate [ ] Other SPREAD (PLUS OR MINUS):
      SPREAD MULTIPLIER: INDEX MATURITY: | IF
      INTEREST RATE BASIS IS LIBOR, INDEX CURRENCY: DESIGNATED
      LIBOR PAGE: [ ] Reuters Page: ____________ [ ] Telerate Page:
      __________ MAXIMUM INTEREST RATE: MINIMUM INTEREST
      RATE: INTEREST PAYMENT PERIOD: INTEREST PAYMENT
      DATE(S): INITIAL INTEREST RATE: INTEREST RESET
      PERIOD: INTEREST RESET DATES: INTEREST
      DETERMINATION DATE: REGULAR RECORD DATES (if any): | DAY
      COUNT FRACTION [ ] Actual/365 [ ] Actual/Actual [ ]
      Actual/Actual (ISDA) [ ] Actual/365 (Fixed) [ ] Actual/365
      (Sterling) [ ] Actual/360 [ ] 30/360 [ ] 360/360 [ ] Bond
      Basis [ ] 30E/360 [ ] Eurobond Basis CALCULATION
      AGENT: ISSUER OPTIONAL REDEMPTION DATE: NOTEHOLDER
      OPTIONAL REDEMPTION DATE:OPTIONAL REPAYMENT: 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: LISTING: TAX
      REDEMPTION DATE: ADDENDUM ATTACHED: OTHER
      PROVISIONS:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

General Electric Capital
Corporation (together with its successors and assigns, the "Company"), for value
received, hereby promises to pay to each of Euroclear Bank, S.A./N.V., as
operator of the Euroclear System (the "Euroclear Operator"), and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"), or any other recognized or
agreed clearing system, with respect to that portion of this Note held for its
account, the principal sum (or Face Amount, if the Note has a dual-currency or
index feature) specified in Schedule A-1 hereto, on the Maturity Date specified
above (except to the extent redeemed or repaid prior to the Maturity Date) or in
accordance with the

2

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Amortization Schedule set out in Schedule A-2 hereto and to pay interest
thereon at the Interest Rate per annum specified above from the Original Issue
Date specified above until the principal hereof is paid or duly made available
for payment (except as provided below), in arrears monthly, quarterly,
semiannually or annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date (or any other redemption or repayment date specified
above).

Interest on this Note will
accrue from the most recent 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, in each case, upon Certification. Upon the
payment of interest on this Note, the Fiscal and Paying Agent (as defined below)
shall cause Schedule A-1 of this Note to be endorsed to reflect such payment of
interest and the amount of interest so paid shall be noted. No payments on this
Note will be made at any office or agency maintained by the Company in the
United States for the payment of principal of, premium, if any, and interest, if
any, on this Note, nor will any such payment be made by mail to an address in
the United States or by transfer to an account maintained by the holder of this
Note with a bank in the United States. Notwithstanding the foregoing, if this
Note is payable in U.S. dollars and if payment in U.S. dollars of the full
amount payable on this Note at the offices of all paying agencies outside the
United States would be illegal or effectively precluded as a result of exchange
controls or similar restrictions, payment on this Note will be made by a paying
agency in the United States, if such paying agency, under applicable law and
regulations, would be able to make such payment. Prior to the Exchange Date,
payments of interest, if any, on this Note will be made only to the extent of,
and upon, Certification. After the Exchange Date, the holder of this Note will
not be entitled to receive any payment of principal or interest
hereon.

This Note is issued in bearer
form and represents a portion of a duly authorized issue of Euro Medium-Term
Notes of the Series specified above, issued under a 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"). The Notes are issuable in bearer form (the "Bearer Notes"), with
interest coupons attached (except in the case of Bearer Notes in global form),
and (if so provided above) are also issuable in fully registered form, without
coupons (the "Registered Notes" and, together with the Bearer Notes, the
"Notes"). Definitive Bearer Notes, with interest coupons attached, are issuable
in such denominations of the Specified Currency as are indicated on the face
hereof and definitive Registered Notes (if any) are issuable in such
denominations of the Specified Currency as are indicated on the face
hereof.

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

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

3

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Permanent
Global Floating Rate Bearer Note (or definitive Floating Rate Bearer Notes
and/or definitive Floating Rate Registered Notes), this Note shall in all
respects be entitled to the same benefits under the Fiscal Agency Agreement as a
duly authenticated and delivered definitive Note.

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

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

As used
herein:

(a) "Actual/365",
"Actual/Actual" or "Actual/Actual (ISDA)" means the actual number of days in the
Interest Reset Period divided by 365 (or, if any proportion of that Interest
Reset Period falls in a leap year, the sum of (A) the actual number of days in
that portion of the Interest Reset Period falling in a leap year divided by 366
and (B) the actual number of days in that portion of the Interest Reset Period
falling in a non-leap year divided by 365);

(b) "Actual/365 (Fixed)" means
the actual number of days in the Interest Reset Period divided by
365;

(c) "Actual/365 (Sterling)"
means the actual number of days in the Interest Reset Period divided by 365 or,
in the case of an Interest Payment Date falling in a leap year,
366;

(d) "Actual/360" means the
actual number of days in the Interest Reset Period divided by
360;

(e) "30/360", "360/360" or
"Bond Basis" means the number of days in the Interest Reset Period divided by
360 (the number of days to be calculated on the basis of a year of 360 days with
12 30-day months (unless (a) the last day of the Interest Reset Period is the
31st day of a month but the first day of the Interest Reset Period is a day
other than the 30th or 31st day of the month, in which case the month that
includes that last day shall not be considered to be shortened to a 30-day
month, or (b) the last day of the Interest Reset Period is the last day of the
month of February, in which case the month of February shall not be considered
to be lengthened to a 30-day month)); and

(f) "30E/360" or "Eurobond
Basis" means the number of days in the Interest Reset Period divided by 360 (the
number of days to be calculated on the basis of a year of 360 days with 12
30-day month, without regard to the date of the first day or last day of the
Interest Reset Period unless, in the case of an Interest Reset Period ending on
the Maturity Date, the Maturity Date is the last day of the month of February,
in which case the month of February shall not be considered to be lengthened to
a 30-day month).

(g) 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; (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 a TARGET Settlement Date. For purposes of
this definition, the principal financial center of the United States is New York
and the principal financial center of Australia is Sydney;

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

(i) the term "Qualifying
Foreign Branch" means a branch of a United States financial institution, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(iv),
located outside the United States that is purchasing for its own account or for
resale and that has agreed, as a condition of purchase, to comply with the

4

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requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended and the regulations thereunder;

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

(k) 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;

(l) the term "United States
person" means (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, (iii) an estate
the income of which is subject to United States federal income taxation
regardless of its source, or (iv) a trust if a court in the United States is
able to exercise primary supervision over the administration of the trust and
one or more United States persons have the authority to control all substantial
decisions of the trust, or if such trust has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a United States person;
and

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

5

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

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

Attest:

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



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



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

6

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SCHEDULE A-1

SCHEDULE OF EXCHANGES

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

|Date of
      Exchange orInterest Payment | Payment
      of Interest | Principal (Face)3Amount Exchangedfor Permanent
      GlobalBearer Notes or Definitive Notes | Remaining Principal (Face)5Amount Outstanding
      FollowingSuch Exchange | Notation
      made by or on behalf of Fiscal andPaying Agent
|----------------------------------------- | ------------------------- | ------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | -------------------------------------------------------------
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              
|                                          |                           |                                                                                             |                                                                            |                                                              

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|3 |  | To
      be used instead of "Principal" if the Note has a dual-currency or index
      feature.
|- |  | -----------------------------------------------------------------------------------------------

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SCHEDULE A-2

AMORTIZATION SCHEDULE

[INSERT IF APPLICABLE] / [NOT APPLICABLE]

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

EXHIBIT B-1

CERTIFICATE

General Electric Capital CorporationEuro Medium-Term
NotesRepresented by Temporary Global Note No. __.

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

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

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

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

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EXHIBIT B-1Page 2

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

Dated:
____________, 20 [To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date] [insert
date of redemption or acceleration prior to Exchange Date] [insert Exchange
Date]]

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

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[FORM
OF CERTIFICATE TO BE GIVEN BYTHE EUROCLEAR OPERATOR AND CLEARSTREAM,
LUXEMBOURG]

EXHIBIT B-2

CERTIFICATE

General Electric Capital CorporationEuro Medium-Term
NotesRepresented by Temporary Global Note No. ____.

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

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

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

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EXHIBIT B-2Page 2

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

Dated:
_________, 20 [To be dated no earlier than [insert date of 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, SOCIETE ANONYME];                               
| |                                                                       
| | [OTHER
      CLEARANCE SYSTEM]                                        
| |                                                                       
| |                                                                       
| | By:                                                                   
| |                                                                       
| |                                                                       
| |                                                                       
| |                                                                       

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