**Exhibit
4(n)**
 
 **FORM
OF DEFINITIVE FLOATING RATE BEARER NOTE**
 
 **GENERAL
ELECTRIC CAPITAL CORPORATION**
 
 **BEARER** **BEARER**
 **No.
DBFL** **[ ]** **1**   **Insert
Principal Amount.**
 **[
]** **2**   **Insert
Optional Payment Amount if the Note has dual-currency
feature.**
 
 
 
 
 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.
 
 1
 2
  gecs
exhibit 4n.DOC
   **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:
      
      
      DENOMINATIONS
      OF DEFINITIVE NOTES (if not as set forth herein):
      
      
      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 the holder hereof upon
surrender hereof, the principal sum (or Face Amount, if the Note has a
dual-currency or index feature) specified above 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
hereto  and
to pay interest thereon to the bearer of the coupons, if any, attached hereto
(the "Coupons") at the interest rate per annum calculated in accordance with the
terms hereof from the last date on which interest was paid on the predecessor
global Note, or if no such interest was paid, then from the Original Issue Date
of the predecessor global Note, 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).
 
 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 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 Interest Payment Date to which
interest hereon or on the predecessor global Note has been paid or duly provided
for, or, if no interest has been paid or duly provided for, from the Original
Issue Date of the predecessor global Note, 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 Interest Payment
Date, will, subject to certain exceptions described herein, be paid to the
holder of the appropriate Coupon upon presentment and surrender thereof at the
office or agency of the Fiscal and Paying Agent or at the office of any Paying
Agent.
 
 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
States 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 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.
 
  20
  **IN
WITNESS WHEREOF** ,
the Company has caused this Note to be duly executed under its corporate
seal.
 
 DATED:  **GENERAL
ELECTRIC CAPITAL**
 **CORPORATION**
 
 
 [SEAL]   By:
 Title:
 
 Attest:
 
 By:
 Title:
 
 **CERTIFICATE
OF AUTHENTICATION**
 
 This
is one of the Notes referred to
 in
the within-mentioned Fiscal Agency Agreement.
 
 
 **JPMORGAN
CHASE BANK** ,
 as
Fiscal and Paying Agent
 
 
 By:
 Authorized
Officer
  20
  **[Form
of Reverse of Note]**
 
 This
Note is one of a duly authorized issue of [Euro Medium-Term Notes] 1 [Debt Securities] 2 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 the Company, 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") (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 terms include 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,
but not including, the relevant Noteholder Optional Redemption Date. 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.
 
 This
Note will bear interest at the rate determined as follows:
 
 1.  If
this Note is designated as a Regular Floating Rate Note on the face hereof,
then, except as described below, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis shown on the face
hereof (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied
by the applicable Spread Multiplier, if any, specified and applied in the manner
described on the face hereof. Commencing on the first Interest Reset Date
following the Original Issue Date of the predecessor global Note (the "Initial
Interest Reset Date"), the rate at which interest on this Note is payable shall
be reset as of each Interest Reset Date specified on the face hereof; provided , however ,
that (i) the interest rate in effect for the period from the Original Issue Date
of the predecessor global Note to the Initial Interest Reset Date will be the
Initial Interest Rate, and (ii) unless otherwise specified on the face
hereof, the interest rate in effect hereon for the ten calendar days immediately
prior to a Maturity Date shall be that in effect on the tenth calendar day
preceding such Maturity Date.
 
 2.  If
this Note is designated as an Inverse Floating Rate Note on the face hereof,
then, except as described below, this Note will bear interest equal to the Fixed
Interest Rate indicated on the face hereof minus the rate determined by
reference to the applicable Interest Rate Basis shown on the face hereof (i)
plus or minus the applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied in the manner
described on the face hereof; provided , however ,
that the interest rate hereon will not be less than zero. Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date specified on the face hereof; provided , however ,
that (i) the interest rate in effect for the period from the Original Issue Date
of the predecessor global Note to the Initial Interest Reset Date will be the
Initial Interest Rate, and (ii) unless otherwise specified on the face hereof,
the interest rate in effect hereon for the ten calendar days immediately prior
to a Maturity Date shall be that in effect on the tenth calendar day preceding
such Maturity Date.
 
 3.  Notwithstanding
the foregoing, if this Note is designated above as having an Addendum attached,
the Note shall bear interest in accordance with the terms described in such
Addendum.
 
 Except
as provided above, the interest rate in effect on each day shall be (a) if such
day is an Interest Reset Date, the interest rate determined on the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (b) if such day is not an Interest Reset Date, the interest rate
determined on the Interest Determination Date immediately preceding the next
preceding Interest Reset Date. Each Interest Rate Basis shall be the rate
determined in accordance with the applicable provision below. If any Interest
Reset Date (which term includes the term Initial Interest Reset Date unless the
context otherwise requires) would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next succeeding day that is a
Business Day, except that if an Interest Rate Basis specified on the face hereof
is LIBOR and such next Business Day falls in the next succeeding calendar month,
such Interest Reset Date shall be the next preceding Business Day.
 
 Unless
otherwise specified on the face hereof, the Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to the CD Rate, Commercial Paper Rate, Federal Funds Rate and Prime
Rate will be the second Business Day next preceding such Interest Reset Date.
The Interest Determination Date with respect to the Eleventh District Cost of
Funds Rate will be the last working day of the month immediately preceding each
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") publishes the FHLB Index (as defined below). Unless
otherwise specified on the face hereof, the Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to LIBOR shall be the second London Banking Day (as defined below)
preceding such Interest Reset Date, unless the Designated LIBOR Currency (as
defined herein) is (i) pounds sterling, in which case the "Interest
Determination Date" will be the applicable Interest Reset Date, or (ii) euro, in
which case the Interest Determination Date will be the second TARGET Settlement
Day (as defined herein) preceding such Interest Reset Date. Unless otherwise
specified on the face hereof, the Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to
EURIBOR shall be the second TARGET Settlement Day preceding each Interest Reset
Date for the related Notes. The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to the
Treasury Rate shall be the day of the week in which such Interest Reset Date
falls on which day Treasury bills are normally auctioned (Treasury
Bills are normally sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding
Friday) ; provided , however ,
that if an auction is held on the Friday of the week preceding such Interest
Reset Date, the related Interest Determination Date shall be such preceding
Friday; and provided , further ,
that if an auction shall fall on any Interest Reset Date, then the Interest
Reset Date shall instead be the first Business Day following the date of such
auction. The Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest determined with referenc e to two or more Interest
Rate Bases shall be the latest Business Day which is at least two Business Days
prior to each Interest Reset Date for such Floating Rate Notes. "London Banking
Day" means any day on which commercial banks are open for business (including
dealings in Designated LIBOR Currency) in London, England.
 
 **Determination
of CD Rate** .
If the Interest Rate Basis specified on the face hereof is the CD Rate, the CD
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the rate on such date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication ("H.15(519)"), under the heading "CDs (Secondary Market)", or, if
not so published by 3:00 p.m., New York City time, on the Interest Determination
Date, the CD Rate will be the rate on such Interest Determination Date for
negotiable certificates of deposit of the Index Maturity specified on the face
hereof as published by the Federal Reserve Bank of New York in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying such rate, under the caption "CDs (Secondary Market)". If such rate
is not yet published in either H.15(519), H.15 Daily Update, or such other
recognized electronic source by 3:00 P.M., New York City time, on such Interest
Determination Date, then the CD Rate on such Interest Determination Date will be
calculated by the Calculation Agent referred to on the face hereof and will be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New
York City time, on such Interest Determination Date, for negotiable certificates
of deposit of major United States money market banks with a remaining maturity
closest to the Index Maturity specified on the face hereof in a denomination of
$5,000,000 as quoted by three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
with respect to such Interest Determination Date shall be the CD Rate as in
effect on such Interest Determination Date. For the purposes hereof, "H.15 Daily
Update" means the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the United States Federal
Reserve System at http://www.bog.frb.fed.us/releases/h15/update ,
or any successor service.
 
 **Determination
of Commercial Paper Rate** .
If the Interest Rate Basis specified on the face hereof is the Commercial Paper
Rate, the Commercial Paper Rate with respect to this Note shall be determined on
each Interest Determination Date and shall be the Money Market Yield (as defined
herein) of the rate on such date for commercial paper having the Index Maturity
specified on the face hereof, as such rate shall be published in H.15(519) under
the heading "Commercial Paper Nonfinancial," or if not so published prior to
3:00 p.m., New York City time, on the Interest Determination Date, the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper of the Index Maturity specified
on the face hereof as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Commercial Paper Nonfinancial". If such rate is not yet available in
either H.15(519) , H.15 Daily Update, or such other recognized electronic source
by 3:00 p.m., New York City time, then the Commercial Paper Rate on such
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 a.m., New York City time, on such Interest Determination Date for
commercial paper of the Index Maturity specified on the face hereof, placed for
an industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized rating agency, as quoted by three leading dealers in
commercial paper in The City of New York selected by the Calculation Agent;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting offered rates as set forth above, the Commercial Paper
Rate with respect to such Interest Determination Date shall be the Commercial
Paper Rate in effect on such Interest Determination Date.
 
 " **Money
Market Yield** "
shall be a yield (expressed as a percentage) calculated in accordance with the
following formula:
 
 Money
Market Yield =  D x 360 x
100
 360
- (D x M)
 
 where
"D" refers to the applicable per annum rate for commercial paper quoted on a
bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the period for which interest is being
calculated.
 
 **Determination
of Eleventh District Cost of Funds Rate** .
If the Interest Rate Basis for this Note is the Eleventh District Cost of Funds
Rate, as indicated above, the Eleventh District Cost of Funds Rate shall be
determined on each applicable Interest Determination Date and shall be the rate
equal to the monthly weighted average cost of funds for the calendar month
preceding such Interest Determination Date as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 a.m., San Francisco time, on such
Interest Determination Date. If such rate does not appear on Telerate Page 7058
on any such Interest Determination Date, the Eleventh District Cost of Funds
Rate for such Interest Determination Date shall be the monthly weighted average
cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate for
the calendar month next preceding such Interest Determination Date, then the
Eleventh District Cost of Funds Rate for such Interest Determination Date will
be the Eleventh District Cost of Funds Rate in effect on such Interest
Determination Date.
 
 **Determination
of Federal Funds Rate** .
If the Interest Rate Basis specified on the face hereof is the Federal Funds
Rate, the Federal Funds Rate with respect to this Note shall be determined on
each Interest Determination Date and shall be the rate on such date for Federal
Funds as published in H.15(519) under the heading "Federal Funds (Effective)" as
such rate is displayed on Telerate Page 120, or, if the rate does not appear on
Telerate Page 120 or is not published in H.15(519) prior to 11:00 a.m., New York
City time, on such Interest Determination Date, the Federal Funds Rate will be
the rate on such Interest Determination Date as published in H.15 Daily Update,
or such other recognized electronic source used for the purpose of displaying
such rate, under the caption "Federal Funds (Effective)". If such rate does not
appear on Telerate Page 120 or is not published in H.15(519), H.15 Daily Update
or such other recognized electronic source by 3:00 p.m., New York City time, the
Federal Funds Rate for such Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar Federal funds as of 11:00 a.m.,
New York City time, on such Interest Determination Date arranged by three
leading brokers of Federal funds transactions in The City of New York selected
by the Calculation Agent; provided, however, that if fewer than three brokers
are providing the aforesaid quotes, the Federal Funds Rate with respect to such
Interest Determination Date shall be the Federal Funds Rate in effect on such
Interest Determination Date.
 
 **Determination
of LIBOR** .
If the Interest Rate Basis specified on the face hereof is LIBOR, LIBOR with
respect to this Note shall be determined on each Interest Determination Date as
follows:
 
 (i)  LIBOR
will be either (a) if "LIBOR Telerate" is specified on the face hereof or if the
face hereof does not specify a source for LIBOR, the rate for deposits in the
London interbank market in the Designated LIBOR Currency (as defined below)
having the Index Maturity designated on the face hereof commencing on the second
Business Day immediately following such Interest Determination Date (or, if
pounds sterling is the Designated LIBOR Currency, beginning on such date or, if
euro is the Designated LIBOR Currency, beginning on the second TARGET Settlement
Day immediately after such date), that appears on the Designated LIBOR Page (as
defined below) as of 11:00 a.m., London time, on that Interest Determination
Date, or (b) if "LIBOR Reuters" is specified on the face hereof, the arithmetic
mean of the offered rates for deposits in the London interbank market in the
Designated LIBOR Currency having the Index Maturity designated on the face
hereof and commencing on the second Business Day immediately following such
Interest Determination Date, (or, if pounds sterling is the Designated LIBOR
Currency, beginning on such date or, if euro is the Designated LIBOR Currency,
beginning on the second TARGET Settlement Day immediately after such date), that
appears on the Designated LIBOR Page (as defined below) that appear on the
Designated LIBOR Page as of 11:00 a.m., London time, on such Interest
Determination Date, if at least two such offered rates on such Designated LIBOR
Page. If fewer than two offered rates appear, or no rate appears, as applicable,
LIBOR in respect of such Interest Determination Date will be determined as if
the parties had specified the rate described in clause (ii) below.
 
 (ii)  If
fewer than two offered rates appear, or no rate appears, as the case may be, on
the applicable Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in the Designated LIBOR Currency for the period of the Index
Maturity designated on the face hereof, commencing on the second Business Day
(or if pounds sterling is the Designated LIBOR Currency, commencing on such
Interest Determination Date or, if euro is the Designated LIBOR Currency,
beginning on the second TARGET Settlement Day immediately after such date)
immediately following such Interest Determination Date, to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on such
Interest Determination Date and in a principal amount that is representative for
a single transaction in such Designated LIBOR Currency in such market at such
time. If at least two such quotations are provided, LIBOR determined on such
Interest Determination Date will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBOR determined on such Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m. (or such other time specified on the face hereof), New
York City time, on such Interest Determination Date by three major banks (one of
which may be an affiliate of the calculation agent) in the Principal Financial
Center selected by the calculation agent. The rates will be for loans in the
Designated LIBOR Currency to leading European banks having the Index Maturity
designated in the applicable Pricing Supplement beginning on the second London
Business Day after that date (or, if pounds sterling is the Designated LIBOR
Currency, commencing on such date or, if euro is the Designated LIBOR Currency,
beginning on the second TARGET Settlement Day immediately after such date) and
in a Representative Amount; provided , however ,
that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR with respect to such Interest
Determination Date will be LIBOR in effect on such Interest Determination Date.
 
 " **Designated
LIBOR Currency** "
means the currency (including composite currencies and euro) specified on the
face hereof as the currency with respect to which LIBOR shall be calculated. If
no such currency is specified on the face hereof, the Designated LIBOR Currency
shall be U.S. dollars.
 
 " **Designated
LIBOR Page** "
means either (a) if "LIBOR Reuters" is specified in on the face hereof, the
display on the Reuters Monitor Money Rates Service for the purpose of displaying
the London interbank rates of major banks for the applicable Designated LIBOR
Currency, or (b) if "LIBOR Telerate" is specified on the face hereof or neither
"LIBOR Reuters" nor "LIBOR Telerate" is specified as the manner of calculating
LIBOR, the display on Telerate (or any successor service) for the purpose of
displaying the London interbank offered rates of major banks for the applicable
Designated LIBOR Currency.
 
 **Determination
of EURIBOR** .
If the Interest Rate Basis specified on the face hereof is EURIBOR, EURIBOR with
respect to this Note shall be determined on each Interest Determination Date and
shall be the rate for deposits in euro having the Index Maturity designated on
the face hereof that appears on the Designated EURIBOR Page as of 11:00 a.m.,
Brussels time, on that Interest Determination Date. If such rate does not appear
on the Designated EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest
Determination Date, then the Calculation Agent will request the principal
offices of four major banks (one of which may be an affiliate of the Calculation
Agent) in the Euro-zone selected by the Calculation Agent to provide such bank's
offered quotation to prime banks in the Euro-zone interbank market for deposits
in euro having the Index Maturity designated on the face hereof as of 11:00
a.m., Brussels time, on such Interest Determination Date and in a Representative
Amount. If at least two quotations are provided, EURIBOR determined on such
Interest Determination Date will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, EURIBOR determined on such Interest
Determination Date will be the arithmetic mean of the rates quoted by major
banks (which may include an affiliate of the Calculation Agent) in the
Euro-zone, selected by the Calculation Agent, at approximately 11:00 a.m.,
Brussels time, on  the
Interest Determination Date for loans in euro to leading European banks for a
period of time corresponding to the Index Maturity designated on the face hereof
and in a Representative Amount. If no rates are quoted by major banks, EURIBOR
for such Interest Determination Date will be EURIBOR in effect for such Interest
Determination Date. "Euro-zone" means the area encompassed by member states in
the European Union that are participating in the third stage of European
Economic and Monetary Union pursuant to the Treaty establishing the European
Communities, as amended by the Treaty on European Union.
 
 **Determination
of Prime Rate** .
If the Interest Rate Basis specified on the face hereof is the Prime Rate, the
Prime Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the rate on such date as published in H.15(519)
under the heading "Bank Prime Loan", or if not so published by 3:00 p.m., New
York City time, on such Interest Determination Date, the Prime Rate will be the
rate as published on such Interest Determination Date in the H.15 Daily Update,
or such other recognized electronic source used for the purpose of displaying
such rate, under the caption "Bank Prime Loan". If such rate is not published in
H.15(519), H.15 Daily Update or such other recognized electronic source, then
the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to
the next higher one-hundred thousandth of a percentage point) of the rates of
interest publicly announced by each bank named on the Reuters Screen U.S. Prime
1 Page (as defined below) as such bank's prime rate or base lending rate as in
effect for such Interest Determination Date as quoted on the Reuters Screen U.S.
Prime 1 Page on such interest Determination Date, or, if fewer than four, but
more than one, such rates appear on the Reuters Screen U.S. Prime 1 Page for
such Interest Determination Date, the rate shall be the arithmetic mean
of the prime rates quoted on the basis of actual number of days in the year
divided by 360 as of the close of business on such Interest Determination Date
by four major money center banks in The City of New York selected by the
Calculation Agent from which quotations are requested. For purposes of making
the foregoing determination, each change in the prime rate or base lending rate
of any bank so announced by such bank will be effective as of the effective date
of the announcement or, if no effective date is specified, as of the date of the
announcement. If fewer than two such quotations are provided, the Prime Rate
will be calculated by the Calculation Agent and will be determined as the
arithmetic mean on the basis of the prime rates or base lending rates quoted in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States or
any state thereof, each having total equity capital of at least $500 million and
being subject to supervision or examination by a federal or state authority,
selected by the Calculation Agent to quote such rate or rates; provided,
however, that if the banks or trust companies so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime Rate with respect
to such Interest Determination Date will be the Prime Rate in effect on such
Interest Determination Date.
 
 **Determination
of Treasury Rate** .
If the Interest Rate Basis specified on the face hereof is the Treasury Rate,
the Treasury Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the rate applicable to the most recent auction
of direct obligations of the United States ("Treasury Bills") having the Index
Maturity specified on the face hereof, as it appears under the caption "[HIGH
RATE]" on page 56 or page 57 of Telerate (or any other pages that may replace
such pages on such service) or if not so published by 3:00 p.m., New York City
time, on such Interest Determination Date, the auction average rate on such
Interest Determination Date (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury Bills having the Index
Maturity specified on the face hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on such Interest Determination Date, or
if no such auction is held in the five Business Days preceding such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of such Treasury bills having the specified Index
Maturity as published in H.15(519) under the caption "U.S. Government Securities
Treasury Bills [Auction high]." If such rate is not so published in H.15(519) by
3:00 p.m., New York City time, on the related Interest Determination Date, the
rate on such Interest Determination Date of such Treasury bills will be as
published in H.15 Daily Update, or such other recognized electronic source used
for the purpose of displaying such rate, under the caption "U.S. Government
Securities/Treasury Bills/[Auction high]" on such Interest Determination Date If
such rate is not yet published in H.15(519), H.15 Daily Update or another
recognized electronic source on such Interest Determination Date, then the
Treasury Rate will be a yield to maturity (expressed as a bond equivalent, on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on such Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity specified on the face hereof;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting bid rates as mentioned in this sentence, the Treasury Rate
with respect to such Interest Determination Date will be the Treasury Rate in
effect on such Interest Determination Date.
 
 Notwithstanding
the foregoing, the interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified
on the face hereof. The Calculation Agent shall calculate the interest rate
hereon in accordance with the foregoing on or before each Interest Determination
Date. The interest rate on this Note will in no event be higher than the maximum
rate permitted by New York law, as the same may be modified by United States
Federal law of general application.
 
 At
the request of the holder hereof, the Calculation Agent will provide to the
holder hereof the interest rate hereon then in effect and, if determined, the
interest rate that will become effective as of the next Interest Reset
Date.
 
 Interest
payments on this Note will equal the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of which interest
has been paid (or from and including the date of issue of the predecessor global
Note, if no interest has been paid) to but excluding the related Interest
Payment Date; provided , however ,
that if the Interest Reset Period with respect to this Note is daily or weekly,
each interest payment will include interest accrued from and including the date
of issue of the predecessor global Note or from but excluding the fifteenth
calendar day preceding the next preceding Interest Payment Date (whether or not
such fifteenth calendar day is a Business Day) to which interest has been paid,
as the case may be, through and including the fifteenth calendar day preceding
the applicable Interest Payment Date (whether or not such fifteenth calendar day
is a Business Day), unless otherwise specified on the face hereof; and provided , further ,
that the interest payment with respect to this Note made on the Maturity Date
will include interest accrued to but excluding such Maturity Date.
 
 Unless
otherwise specified on the face hereof, the day count fraction in respect of the
calculation of an amount of interest on this Note for any period of time (the
"Calculation Period") will be computed and paid on the basis of the actual
number of days in the Calculation Period divided by 360.
 
 If
a Day Count Fraction is specified above:
 
 
 (1)  if
"Actual/365", "Actual/Actual" or "Actual/Actual (ISDA)" is specified in the
applicable Pricing Supplement, 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);
 
 (2)  if
"Actual/365 (Fixed)" is specified in the applicable Pricing Supplement, the
actual number of days in the Interest Reset Period divided by 365;
 
 (3)  if
"Actual/365 (Sterling)" is specified in the applicable Pricing Supplement, 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;
 
 (4)  if
"Actual/360" is specified in the applicable Pricing Supplement, the actual
number of days in the Interest Reset Period divided by 360;
 
 (5)  if
"30/360", "360/360" or "Bond Basis" is specified in the applicable Pricing
Supplement, 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
31 st 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
 
 (6)  if
"30E/360" or "Eurobond Basis" is specified in the applicable Pricing Supplement,
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).
 
 Accrued
interest on this Note will be calculated by multiplying the principal amount of
this Note (or, if this Note is designated as an Indexed Note on the face hereof,
the face amount of such Indexed Note) by an accrued interest factor. The accrued
interest factor will be computed by adding the interest factors calculated for
each day in the period for which accrued interest is being calculated. The
interest factor (expressed as a decimal calculated to seven decimal places
without rounding) for each day will be computed by dividing the interest rate in
effect on that day by 360, unless an alternative day-count fraction is specified
on the face hereof, in which case the corresponding denominator of such
alternative day count fraction will be used to compute the interest factor. If
the interest rate on this Note may be calculated with reference to two or more
Interest Rate Bases, the accrued interest factor will be calculated in each
period by selecting one such Interest Rate Basis for such period. For these
calculations, the interest rate in effect on any Interest Reset Date will be the
new reset rate.
 
 All
percentages resulting from any calculation will be to the nearest one
hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards ( e.g. ,
9.9876545% (or .09876545) would be rounded to 9.87655% (or.0987655), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward).
 
 If
any Interest Payment Date other than the Maturity Date would otherwise be a day
that is not a Business Day, such Interest Payment Date will be postponed to the
next succeeding Business Day, except that in the case of a Floating Rate Note as
to which LIBOR is an applicable Interest Rate Basis and such Business Day falls
in the next succeeding calendar month, such Interest Payment Date will be the
immediately preceding Business Day. If the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and
interest will be made on the next succeeding Business Day as if made on the date
such payment was due, and no interest will accrue on such payment for the period
from and after the Maturity Date to the date of such payment on the next
succeeding Business Day.
 
 This
Note is unsecured and ranks pari  passu with all other unsecured and unsubordinated indebtedness of the
Company.
 
 This
Note has been issued in bearer form (a "Bearer Note"), with Coupons, if any, and
any Note or Notes issued upon transfer or exchange hereof is issuable as a
Bearer Note, with Coupons, if any, attached in such denominations of the
Specified Currency as are indicated on the face hereof or (if so specified on
the face hereof) as a Note in fully registered form, without coupons (a
"Registered Note"), in such denominations of the Specified Currency indicated on
the face hereof.
 
 This
Note may be transferred by delivery. If so specified on the face hereof, then,
at the option of the holder of this Note, and subject to the terms of the Fiscal
Agency Agreement, this Note (with all unmatured Coupons, and all matured Coupons
in default) will be exchangeable at the option of the holder hereof into
Registered Notes of any authorized denominations of like tenor and in an equal
aggregate principal amount, in accordance with the provisions of the Fiscal
Agency Agreement, at the corporate trust office of JPMorgan Chase Bank, which
initially has been appointed registrar for the Registered Notes or at the office
of any transfer agent appointed by the Company for such purpose. If this Note is
surrendered in exchange for Registered Notes after the close of business at any
such office on (i) any record date for the payment of interest (a "Regular
Record Date") on a Registered Note on an Interest Payment Date and before the
opening of business at such office on the relevant Interest Payment Date, or
(ii) any record date to be established for the payment of defaulted interest on
a Registered Note (a "Special Record Date") and before the opening of business
at such office on the related proposed date for payment of defaulted interest,
this Note shall be surrendered without the Coupon relating to such date for
payment of interest. This Note may also be exchanged for other definitive Bearer
Notes with Coupons, if any, in other authorized denominations, in an equal
aggregate principal amount, in accordance with the provisions of the Fiscal
Agency Agreement, at the offices of the Fiscal and Paying Agent or at the office
of any transfer agent designated by the Company for such purpose. All such
exchanges of Notes and Coupons will be made free of charge, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. The date of surrender of any Note or Coupon
delivered upon any exchange or transfer of Notes or Coupons shall be such that
no gain or loss of interest results from such exchange or transfer.
 
 If
this Note is to be redeemed, the Company shall not be required to issue or
exchange this Note for a period of 15 days preceding the date fixed for
redemption.
 
 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, authen-tication 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 to 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 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
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,] 3   Include
if Notes are original issue discount Notes. 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 shall redeem 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 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 Additional Amounts such amounts as may be neces-sary 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,] 4   Include
if Notes are original issue discount Notes. 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 Additional Amounts
pursuant to this paragraph, the Company shall have the right to redeem the
Bearer Notes of such Series in 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 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 "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 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 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, if
any, for payment on a date more than 15 calendar days after the date on which
such payment became due and payable or on 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 subsidiary of the Company; or
 
 (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 items (a), (b), (c), (d), (e), (f) and
  (g); 
 nor
shall 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 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 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 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 organized under the laws of the United States of America or of a
state thereof 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 and, if applicable, Euroclear Bank,
S.A./N.V. as operator of the Euroclear System, Clearstream
Banking, société anonyme 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, €1 0,000, € 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 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 109L(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 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" or " € "
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 its agent 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,
England, [and in Luxembourg] 5   Include
if Note is listed on Luxembourg Stock Exchange. 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, either directly or through the Company
or any successor corporation, 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. For purposes of
this definition, the Principal Financial Center of the United States is New
York;
 
 (b)  the
term " **Designated
EURIBOR Page** "
means Capital Markets Report Page 248 of Telerate, or any other page as may
replace such page on such service;
 
 (c)  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
the rules of such exchange so require, in one leading daily newspaper with
general circulation in Luxembourg or, if publication in either London or
Luxembourg is not practical, such publication shall be made 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 *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 the official segment of Euronext’s
Amsterdam stock market to be given by publication in a leading daily newspaper
in the English language of general circulation in Amsterdam and London and if
such Notes are listed on the official segment of Euronext’s Amsterdam stock
market and the rules of such exchange so require, 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;
 
 (d)  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 CenterUnited
      States Dollars
    The
      City of New YorkAustralian
      Dollars
    Sydney
      and MelbourneCanadian
      Dollars
    TorontoNew
      Zealand Dollars
    Auckland
      and WellingtonNorwegian
      Krone
    OsloSouth
      African Rand
    JohannesburgSwedish
      Krona
      Swiss
      Francs
    Stockholm
      Zurich
 
 (e)  the
term " **Representative
Amount** "
means a principal amount of not less than $1,000,000 (or its foreign currency
equivalent) that in the calculation agent's judgment is representative for a
single transaction in the relevant currency in which related Notes are issued in
such market at such time;
 
 (f)  the
term " **TARGET
Settlement Day** "
means any day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open;
 
 (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 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 any 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;.
Notwithstanding the preceding sentence, to the extent provided in Treasury
regulations, certain trusts in existence on August 20, 1996, and treated as
United States persons prior to such date, that elect to continue to be treated
as United States persons, will also not be a United States Alien; 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.
  20
  **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.
 
 
 3
 4
 5
  20
   **SCHEDULE
A**
 
 
 **AMORTIZATION
SCHEDULE**
 
 
 **[INSERT
IF APPLICABLE] / [NOT APPLICABLE]**
 
 
 
   
   **EURO
MEDIUM-TERM NOTE**
 **NO.
______**
 
 
 **FORM
OF COUPON**
 
 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.
 
 **GENERAL
ELECTRIC CAPITAL CORPORATION**
 
 **EURO
MEDIUM-TERM NOTE**
 
 Principal
Amount: Coupon
Number 6   The
Coupon number, the Specified Currency and due date should appear in the
right-hand section of the face of the Coupon. ______
 [Specified
Currency]
 Due
_________________
 
 
 Unless
the Note to which this Coupon appertains shall have been called for previous
redemption and payment thereof duly provided for, on the date set forth hereon,
GENERAL ELECTRIC CAPITAL CORPORATION (the "Company") will pay to bearer, upon
surrender hereof at such agencies in such places outside the United States as
the Company may determine from time to time (the "Paying Agents"), interest on
the principal amount of such Note, calculated in accordance with the terms of
such Note (together with any additional amounts in respect thereof which the
Company may be required to pay according to the terms of such Note), in such
coin or currency as specified above as at the time of payment shall be legal
tender for the payment of public and private debts. Payment on this Coupon shall
be made, at the option of the bearer hereof and subject to any applicable laws
and regulations, by a check mailed to an address outside the United States
furnished by such bearer or by wire transfer to an account maintained by the
payee with a bank located outside the United States.
 
 
 **GENERAL
ELECTRIC CAPITAL CORPORATION**
 
 [SEAL]
 
 Attest:
By__________________________  By:_________________________________
 Title  Title
 
  
  **[Form
of Reverse of Coupon]**
 
 
 **Principal
Paying Agent** :
 
 JPMorgan
Chase Bank
 London
Branch
 Trinity
Tower
 9
Thomas More Street
 London
E1W 1WT, United Kingdom
 
 
 
 **Paying
Agents** :
 
 J.P.
Morgan Bank
 Luxembourg
S.A.
 5,
Rue Plaetis
 L-2338
Luxembourg
 Grand Duchy of
Luxembourg
 
 
 
 
 6