Exhibit 4.5


 


April 22, 2020


 


Company Order and Officer’s Certificate

4.350% Notes due 2050


 


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 October 9, 2012 (as it may be amended or supplemented, the “Indenture”), between General Electric
Company (the “Company”) and The Bank of New York Mellon as trustee (the “Trustee”), the Board
Resolutions dated as of March 14, 1986, November 2, 1998, March 11, 2011, February 15, 2019 and April 10, 2020, and the resolutions
of the Funding Committee of the Board of Directors of the Company dated as of April 13, 2020, of which copies certified by the
Secretary or an Attesting Secretary of the Company are being delivered herewith under Section 301 of the Indenture,


 


A.        The Company’s
4.350% Notes due 2050 (the “Notes”) are hereby established. The Notes 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 “4.350% Notes due 2050”;


 


(2)        the
aggregate principal amount of Notes which may be authenticated and delivered under the Indenture shall be limited to $2,250,000,000
(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 1, 2050;


 


(4)        the
Notes shall bear interest at the rate of 4.350% 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 1 and November 1 of each



    	 



    	



    




year, commencing on November 1, 2020. The Regular
Record Date for the determination of Holders to whom interest is payable on any such Interest Payment Date shall be April 15 and
October 15, 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 $2,000 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;


 


(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




    	C-1-2



    	



    




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)        not
applicable;


 


(26)        not
applicable; and


 


(27)        solely
with respect to the Notes, the last sentence of the first paragraph of Section 303 of the Indenture shall be amended and restated
as follows: “The signature of any of these officers on the Securities may be manual, facsimile, or electronic.” The
second paragraph of Section 303 of the Indenture shall be amended and restated as follows: “Securities bearing the manual
facsimile, or electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.” The first sentence of the last paragraph
of Section 303 of the Indenture shall be amended and restated as follows: “No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the manual, facsimile, or electronic signature of one
of its authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder.”


 


Company Order under Section 303
of the Indenture


 


A.        You are
hereby requested to authenticate on the date hereof $2,250,000,000 aggregate principal amount of the Notes, represented by: (i)
Certificate No. 1 representing
an aggregate principal amount of $500,000,000 of the Notes, (ii) Certificate No. 2 representing an aggregate principal amount of
$500,000,000 of the Notes, (iii) Certificate No. 3 representing an aggregate principal amount of $500,000,000 of the Notes, (iv)



    	C-1-3



    	



    




Certificate No. 4 representing an aggregate principal amount of $500,000,000 of the Notes, and (v) Certificate No. 5 representing
an aggregate principal amount of $250,000,000 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 October
23, 2003, 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, Jennifer VanBelle, the
Senior Vice President and Treasurer of the Company, does hereby certify that:


 


(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 and the Unanimous Written Consent of the Funding Committee of the Board of Directors of the Company
and the Opinion of Counsel referred to above;


 


(3)        I or
individuals under my supervision have conferred with other officers of the Company, have examined such records of the Company 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 have been established in conformity with the provisions of the Indenture.


 


[Signature Page Follows]



    	C-1-4



    	



    

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:


 


GENERAL ELECTRIC COMPANY


 


	By: 	/s/ Jennifer VanBelle	 
	Name: Jennifer VanBelle	 
	Title: Senior Vice President and Treasurer	 


 


Attest:


 


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


 


Officer’s Certificate:


 


	By: 	/s/ Jennifer VanBelle	 
	Name: Jennifer VanBelle	 
	Title: Senior Vice President and Treasurer	 


 


Attest:


 


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


 


[Company Order and Officer’s Certificate
– 2050 Notes]


    	 



    	



    

Acknowledged by Trustee:


 


	By: 	/s/ Rita Duggan	 
	 	Authorized Officer	 


 


[Company Order and Officer’s Certificate
– 2050 Notes]


    	 



    	



    

[Form of Note]