Exhibit 4.5


 


May 18, 2020


 


Company Order and Officer’s Certificate

4.550% Notes due 2032


 


The Bank of New York Mellon, as Trustee

240 Greenwich Street

New York, New York 10286


 


Ladies and Gentlemen:


 


Officer’s Certificate under Section
301 of the Indenture


 


Pursuant to Article Three of the Indenture,
dated as of May 18, 2020 (as it may be amended or supplemented, the “Indenture”), between GE Capital Funding,
LLC (the “Company”), General Electric Company (the “Guarantor”) and The Bank of New York
Mellon as trustee (the “Trustee”), the Board Resolutions dated as of April 27, 2020 and May 5, 2020, the resolutions
of the board of directors of the Guarantor dated March 14, 1986, November 2, 1998, March 11, 2011 and May 1, 2020, and the resolutions
of the Funding Committee of the Board of Directors of the Guarantor dated May 6, 2020, of which copies certified by the Secretary
or an Assistant Secretary of the Company or by the Secretary or an Attesting Secretary of the Guarantor are being delivered herewith
under Section 301 of the Indenture,


 


A.       The
Company’s 4.550% Notes due 2032 (the “Notes”) are hereby established. The Notes shall be guaranteed by
the Guarantor. The Notes with the guarantees endorsed thereon shall be in substantially the form attached hereto as Annex 1.


 


B.       The
terms and characteristics of the Notes shall be as follows (the numbered clauses set forth below corresponding to the numbered
subsections of Section 301 of the Indenture, with terms used and not defined herein having the meanings specified in the Indenture)
and as shall be set forth in the form of Note attached hereto as Annex 1:


 


(1)      the
title of the Notes shall be “4.550% Notes due 2032”;


 


(2)      the
aggregate principal amount of Notes which may be authenticated and delivered under the Indenture shall be limited to $750,000,000
(except as provided in Section 301(2) of the Indenture); provided, however, that such authorized aggregate principal amount may
from time to time be increased above such amount by a Board Resolution to such effect; and provided further, that additional Notes
may not be issued under the same CUSIP number unless such additional Notes and the original Notes are fungible for U.S. federal
income tax purposes;


 


(3)      the
date on which the principal of the Notes shall be payable shall be May 15, 2032;



    	 



    	



    


(4)      the
Notes shall bear interest at the rate of 4.550% per annum. Interest shall accrue from the original issue date of the Notes. The
Interest Payment Dates on which such interest will be payable shall be May 15 and November 15 of each year, commencing on November
15, 2020. The Regular Record Date for the determination of Holders to whom interest is payable on any such Interest Payment Date
shall be May 1 and November 1, as the case may be (in each case whether or not a Business Day) immediately preceding the related
Interest Payment Date; provided, however, that interest payable on the Maturity or on any Redemption Date shall be payable to the
Person to whom the principal of such Notes shall be payable; interest on the Notes will be computed on the basis of a 360-day year
composed of twelve 30-day months. Interest payable on any Interest Payment Date, Redemption Date or Maturity shall be the amount
of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid or
duly provided for (or from and including the original issue date of the Notes, if no interest has been paid or duly provided for
with respect to the Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity, as the case may be;


 


(5)      (a)
the principal of and any premium or interest on the Notes shall be payable at, (b) the Notes may be presented for registration
of transfer or exchange at, and (c) notices and demands to or upon the Company in respect of the Notes and the Indenture may be
made at the Corporate Trust Office of the Trustee, currently located at 240 Greenwich Street;


 


(6)      the
Notes may be redeemed pursuant to the terms set forth in the form of the Note incorporated herein by reference. In connection with
any “make-whole” redemption, the Company shall give the Trustee notice of the related Redemption Price promptly after
the calculation thereof and the Trustee shall have no responsibility for such calculation;


 


(7)      not
applicable;


 


(8)      the
Notes shall be issuable in denominations of $200,000 and any integral multiples of $1,000 in excess thereof;


 


(9)      not
applicable


 


(10)     not
applicable;


 


(11)     not
applicable;


 


(12)     not
applicable;


 


(13)     not
applicable;


 


(14)     not
applicable;


 


(15)     not
applicable;



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(16)     (a)
the Notes shall be issued in the form of one or more Global Securities; (b) the Depositary for such Global Security or Securities
shall be The Depository Trust Company (“DTC”); and (c) the procedures with respect to transfer and exchange
of Global Securities shall be as set forth in the Indenture;


 


(17)     not
applicable;


 


(18)     not
applicable;


 


(19)     not
applicable;


 


(20)     not
applicable;


 


(21)     not
applicable;


 


(22)     not
applicable;


 


(23)     not
applicable;


 


(24)     not
applicable;


 


(25)     the
Notes shall be subject to the provisions of Exhibit A of the Indenture;


 


(26)     not
applicable; and


 


(27)     not
applicable.


 


Company Order under Section 303
of the Indenture


 


A.        You
are hereby requested to authenticate on the date hereof $750,000,000 aggregate principal amount of the Notes, represented by: (i)
Certificate No. 144A-1 representing an aggregate principal amount of $500,000,000 of the Notes, (ii) Certificate No. 144A-2 representing
an aggregate principal amount of $239,265,000 of the Notes, and (iii) Certificate No. Reg. S-1 representing an aggregate principal
amount of $10,735,000 of the Notes, heretofore delivered to you and duly executed by the Company and registered in the name of
Cede & Co., as nominee of DTC in accordance with the Blanket Issuer Letter of Representations dated May 5, 2020, in the
manner provided by the Indenture.


 


B.        You
are hereby requested to hold the Notes as custodian for DTC.


 


C.        Concurrently
with this Company Order, an Opinion of Counsel under Sections 102 and 303 of the Indenture is being delivered to you.


 


Officer’s Certificate under
Section 102 of the Indenture


 


The undersigned, Michael Taets, President
of the Company, and Robert Giglietti, Authorized Person of the Guarantor, does each hereby certify that:



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(1)      I have
read the relevant portions of the Indenture, including without limitation the conditions precedent provided for therein relating
to the action proposed to be taken by the Trustee as requested in this Company Order and Officer’s Certificate, and the definitions
in the Indenture relating thereto;


 


(2)      I have
read the Board Resolutions, the resolutions of the board of directors of the Guarantor and the Unanimous Written Consent of the
Funding Committee of the board of directors of the Guarantor and the Opinion of Counsel referred to above;


 


(3)      I or
individuals under my supervision have conferred with other officers of the Company or the Guarantor, have examined such records
of the Company or the Guarantor and have made such other investigation as I deemed relevant for purposes of this certificate;


 


(4)      in my
opinion, I have made such examination or investigation as is necessary to enable me to express an informed opinion as to whether
or not such conditions have been complied with;


 


(5)      on the
basis of the foregoing, I am of the opinion that all conditions precedent provided for in the Indenture relating to the action
proposed to be taken by the Trustee as requested herein have been complied with; and


 


(6)      the
form and terms of the Notes and the guarantees endorsed thereon have been established in conformity with the provisions of the
Indenture.


 


[Signature Page Follows]



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Kindly acknowledge receipt of this Company Order and Officer’s
Certificate, including the documents listed herein, and confirm the arrangements set forth herein by signing and returning the
copy of this document attached hereto. By signing below, the Trustee agrees to the terms and conditions set forth hereinabove.


 


Very truly yours,


 


Company Order:


 


GE CAPITAL FUNDING, LLC


 


	By: 	/s/ Michael Taets	 
	Name: Michael Taets	 
	Title:   President	 



 


Officer’s Certificate:


 


GENERAL ELECTRIC COMPANY


 


	/s/ Robert Giglietti	 
	Name: Robert Giglietti	 
	Title:   Authorized Signatory	 



 


Attest:


 





	/s/ Fred Robustelli	 
	Name: Fred Robustelli	 
	Title:   Attesting Secretary	 


 


[Company Order and Officer’s Certificate
– 2032 Notes]



    	 



    	



    


GE CAPITAL FUNDING, LLC


 


	/s/ Michael Taets	 
	Name: Michael Taets	 
	Title:   President	 


 


[Company Order and Officer’s Certificate
– 2032 Notes]



    	 



    	



    


Acknowledged by Trustee:


 





	By: 	/s/ Francine Kincaid	 
	Authorized Officer	 


 


[Company Order and Officer’s Certificate
– 2032 Notes]



    	 



    	



    


[Form of Note]