**Exhibit
4(m)**
 
 **FORM
OF DEFINITIVE FIXED RATE BEARER NOTE**
 
 **GENERAL
ELECTRIC CAPITAL CORPORATION**
 
 **BEARER**
    **BEARER****No.
      DBFX**
    **[
      ]****1****[
      ]****2**
 
 
 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.
Insert Principal Amount.
 
 2.
Insert Optional Payment if the Note has dual-currency feature.
 
  
 ****
 **GENERAL
ELECTRIC CAPITAL CORPORATION**
 **EURO
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:
      
      
      DENOMINATIONS
      OF DEFINITIVE NOTES (if not as set forth herein):
      
      
      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 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 specified above 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 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).
 
 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 Fixed 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 Fixed
Interest Payment Date, will, subject to certain exceptions described herein, be
paid to the holder of the
 
 2appropriate
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 Fixed Interest Payment Date.
 
 If
the Specified Currency indicated on the face hereof is U.S. dollars, any payment
of the principal of and premium, if any, and interest on this Note will be made,
subject to applicable laws and regulations, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts either by a check drawn on a bank in The City of New
York mailed to an address outside the United States furnished by the holder or
by wire transfer of immediately available funds to an account maintained by the
holder of this Note with a bank located outside the United States if appropriate
wire transfer instructions have been received by the Fiscal and Paying Agent or
any Paying Agent not less than 10 days prior to the applicable payment date.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of the
full amount payable on this Note at the offices of all Paying Agents would be
illegal or effectively precluded as a result of exchange controls or similar
restrictions, payment on this Note will be made by a paying agency in the United
States, if such paying agency, under applicable law and regulations, would be
able to make such payment.
 
 This
Note is issued in the principal amount set forth on the face hereof, but the
total aggregate principal amount of the Series to which this Note belongs is
unlimited. The Company has the right, without the consent of the holder of any
Note or coupon appertaining thereto, to issue additional Notes which form part
of the Series to which this Note belongs.
 
 Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.
 
 Unless
the certificate of authentication hereon has been executed by the Fiscal and
Paying Agent by manual signature, this Note shall not be entitled to any benefit
under the Fiscal Agency Agreement, as defined on the reverse hereof, or be valid
or obligatory for any purpose.
  3
  
 **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 toin
      the within-mentioned Fiscal Agency Agreement.**JPMORGAN
      CHASE BANK**,as
      Fiscal and Paying AgentBy:Authorized
      Officer
 
 
  4
  **[Form
of Reverse of Note]**
 
 This
Note is one of a duly authorized issue of Euro Medium-Term Notes of the Series
specified on the face hereof, having maturities of nine months or more from the
date of issue (the "Notes") of the Company. The Notes are issuable under a fifth
amended and restated fiscal and paying agency agreement, dated as of May 21,
2004 among 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.
 
 Interest
payments on this Note will include interest accrued to but excluding the Fixed
Interest Payment Dates or the Maturity Date (or earlier redemption or repayment
date), as the case may be. Interest payments for this Note, unless otherwise
specified on the face hereof, will be computed and paid on the following
basis:
 
 ·
    where
      "30/360" is specified, interest will be computed and paid on the basis of
      the number of days in the Calculation Period divided by 360 (the number of
      days to be calculated on the basis of a 360-day year of twelve 30-day
      months) ("30/360").
  ***·***
    where
      "Actual/Actual (ISMA)" is specified, interest will be computed and paid on
      the following basis :
   (a)  in
the case of Notes where the number of days in the relevant period from (and
including) the most recent Fixed Interest Payment Date (or, if none, the
Interest Commencement Date) to (but excluding) the relevant payment date (the
" **Calculation
Period** ")
is equal to or shorter than
  5
 the
Determination Period (as defined below) during which the Calculation Period
ends, the number of days in such Calculation Period divided by the product of
(1) the number of days in such Determination Period and (2) the number of
determination dates (each, a " **Determination
Date** ")
that would occur in one calendar year, assuming interest was to be payable in
respect of the whole of that year; or
  
 (b)  in
the case of Notes where the Calculation Period is longer than the Determination
Period during which the Calculation Period ends, the sum of:
 
 (i)  the
number of days in such Calculation Period falling in the Determination Period in
which the Calculation Period begins divided by the product of (x) the number of
days in such Determination Period and (y) the number of Determination Dates (as
specified in the applicable Pricing Supplement) that would occur in one calendar
year, assuming interest was to be payable in respect of the whole of that year;
and
 
 (ii)  the
number of days in such Calculation Period falling in the next Determination
Period divided by the product of (x) the number of days in such Determination
Period and (y) the number of Determination Dates that would occur in one
calendar year, assuming interest was to be payable in respect of the whole of
that year;
 
 " **Determination
Period** "
means the period from (and including) a Determination Date to (but excluding)
the next Determination Date (including, where either the Interest Commencement
Date or the final Fixed Interest Payment Date is not a Determination Date, the
period commencing on the first Determination Date prior to, and ending on the
first Determination Date falling after, such date).
 
 In
the case where the Fixed Interest Payment Date or the Maturity Date (or any
other redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Fixed Interest Payment Date or on
the Maturity Date (or any other redemption or repayment date), and no interest
shall accrue for the period from and after the Fixed Interest Payment Date or
the Maturity Date (or any other redemption or repayment date) to such next
succeeding Business Day.
 
 This
Note is unsecured and ranks pari  passu with all other unsecured and unsubordinated indebtedness of the
Company.
 
 This
Note 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 as are 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 a Fixed Interest Payment Date and before
the opening of business at such office on the relevant Fixed 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
 6
 
 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 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
 
  3.
Include if Notes are original issue discount Notes.
  7
  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 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 any 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,
 
 4.Include if Notes are original issue discount Notes.
  8
  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.
  9
  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
 10
 amount
for each Note equal to the nominal amount of that Note in the Specified
Currency, converted into euro at the Established Rate (defined below), provided
that, if the Company determines after consultation with the Paying Agent that
the then market practice in respect of the redenomination into euro of
internationally offered securities is different from the provisions specified
above, such provisions shall be deemed to be amended so as to comply with such
market practice and the Company shall promptly notify the holders of Notes, any
stock exchange on which the Notes may be listed and the Paying Agent of such
deemed amendments; (b) save to the extent that an Exchange Notice (defined
below) has been given in accordance with paragraph (d) below, the amount of
interest due in respect of the Notes will be calculated by reference to the
aggregate nominal amount of Notes presented (or, as the case may be, in respect
of which coupons are presented) for payment by the relevant holder and the
amount of such payment shall be rounded down to the nearest €0.01; (c) if
definitive Notes are required to be issued after the Redenomination Date, they
shall be issued at the expense of the Company in the denominations of €1,000,
€10,000, €100,000 and (but only to the extent of any remaining amounts less than
€1,000 or such smaller denominations as the Paying Agent may approve) €0.01 and
such other denominations as the Company 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) if interest for any period ending on or after the
Redenomination Date is required to be calculated for a period ending other than
on a Fixed Interest Payment Date, it will be calculated by applying the Interest
Rate to each Specified Denomination, multiplying such sum by the applicable Day
Count Fraction specified in the applicable Pricing Supplement, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency,
half of any such sub-unit being rounded upwards or otherwise in accordance with
applicable market convention; (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
 
 11default
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 the
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 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.
 
 
 
 
 5.Include if Note is listed on Luxembourg Stock
Exchange.
  12
  
 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 the 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 "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;
 
 (c) the
term "**Principal Financial Center**" means (i) the capital of the
country issuing the currency in which the Notes are denominated or (ii) the
capital city of the country to which the Designated LIBOR Currency relates, as
applicable, except, in the case of (i) or (ii) above, that with respect to the
following currencies, the "Principal Financial Center" will be as indicated
below:
  13
  
 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
    StockholmSwiss
      Francs
    Zurich
 
 
 (d)  the
term " **TARGET
Settlement Day** "
means any day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open;
 
 (e)  the
term " **United
States** "
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction;
 
 (f)  the
term " **United
States Alien** "
means a beneficial owner of a Note that is not, for United States federal income
tax purposes, (i) a citizen or resident of the United States, (ii) a
corporation, partnership or 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;
and
 
 (g)  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.
  14
  **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.
 
 
 15
   **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
      Number6______[Interest
      Amount due inSpecified
      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 as specified above (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**By:_________________________________Name:Title:[SEAL]Attest:
      By__________________________Name:Title:
 
  
 
 6.
The Coupon number, the interest amount due in the Specified Currency and due
date should appear in the right-hand section of the face of the
Coupon.
  
  **[Form
of Reverse of Coupon]**
 
 
 **Principal
      Paying Agent**:JPMorgan
      Chase BankLondon
      BranchTrinity
      Tower9
      Thomas More StreetLondon
      E1W 1YT, United Kingdom**Paying
      Agents**:J.P.
      Morgan BankLuxembourg
      S.A.5,
      Rue PlaetisL-2338
      LuxembourgGrand
      Duchy of Luxembourg