Exhibit 4(k)

FORM
OF TEMPORARY GLOBAL FIXED RATE BEARER NOTETemporary Global Fixed Rate Bearer
Note

GENERAL ELECTRIC CAPITAL CORPORATION

|BEARER No. TGFX |  | 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 UNITED STATES 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.

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

|2 |  | Insert Optional Payment Amount if the Note has a 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) LISTING: TAX
      REDEMPTION DATE:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 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 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).

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, 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.

2

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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 Fixed Rate Bearer Note (the "Permanent Global Fixed Rate Bearer Note")
(or if so specified above, the definitive Fixed Rate Bearer Notes or definitive
Fixed 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 Fixed Rate Bearer Note or (ii) if so specified
above, an equal principal amount of definitive Fixed Rate Bearer Notes and/or
definitive Fixed 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 Fixed Rate Bearer Note (or definitive Fixed Rate Bearer Notes
and/or definitive Fixed 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
Permanent Global Fixed Rate Bearer Note (or definitive Fixed Rate Bearer Notes
and/or definitive Fixed 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:

3

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(a) "30/360" means the
number of days in the period from and including the most recent Fixed Interest
Payment Date (or, if none, the Interest Commencement Date) to but excluding the
relevant payment date (such number of days being calculated on the basis of 12
30-day months) divided by 360;

(b) "Actual/Actual
(ISMA)" means:

| | (i) in the case of Notes
      where the number of days in the relevant period from (and including) the
      most recent Fixed Interest Payment Date (or, if none, the Interest
      Commencement Date) to (but excluding) the relevant payment date (the
      "Calculation Period") is equal to or shorter than the Determination
      Period (as defined below) during which the Calculation Period ends, the
      number of days in such Calculation Period divided by the product of (1)
      the number of days in such Determination Period and (2) the number of
      determination dates (each, a "Determination Date") that would occur
      in one calendar year, assuming interest was to be payable in respect of
      the whole of that year; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (A) 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
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) 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;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c) 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;

(d) "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);

(e) 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
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;

(f) 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;

(g) 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;

(h) 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

4

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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

(i) 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:                                 
|       |                                     
|       |                                     
|       |                                     

Attest:

|    |       
|--- | ------
|By: |       
|    |       
|    | Name: 
|    | Title:



|CERTIFICATE OF
      AUTHENTICATIONThis is one of the Notes referred to in 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 Fixed Rate Bearer
Note (or if so specified above, for definitive Notes) have been
made:

|Date of
      Exchange or Interest Payment | Payment
      of Interest | Principal (Face)3 Amount Exchanged for Permanent Global
      Bearer Notes or Definitive Notes | Remaining Principal (Face)5 Amount Outstanding Following
      Such Exchange | Notation
      made by or on behalf of Fiscal and Paying 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 ACCOUNT HOLDER OF THE EUROCLEAR OPERATOR
AND CLEARSTREAM, LUXEMBOURG]

EXHIBIT B-1

CERTIFICATE

General Electric Capital Corporation Euro Medium-Term Notes
Represented by Temporary Global Note No. __.

This is to certify that as of
the date hereof, and except as set forth below, the above-captioned Notes held
by you for our account (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 Fixed 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 BY THE EUROCLEAR OPERATOR AND CLEARSTREAM,
LUXEMBOURG]

EXHIBIT B-2

CERTIFICATE

General Electric Capital Corporation Euro Medium-Term Notes
Represented by Temporary Global Note No. ____.

This is to certify that, based
solely on certifications we have received in writing, by tested telex or by
electronic transmission from member organizations appearing in our records as
persons being entitled to a portion of the principal amount set forth below (our
"Member Organizations") substantially to the effect set forth in Exhibit B-1 to
the 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 Fixed
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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