Exhibit 4.12


Paragraph 13


Elections
and Variables

to the ISDA Credit Support Annex

dated as of March 29, 2007

between


ABN AMRO
BANK N.V.  (“Party A”)            GE CAPITAL CREDIT CARD MASTER NOTE
TRUST (“Party B”)


Paragraph
13.  Elections and Variables


(a)                                  Security Interest for “Obligations”.


(i)                                     The
term “Obligations”
as used in this Annex includes no “additional obligations” within the meaning
of Paragraph 12.


 (b)                              Credit Support Obligations.


(i)                                     Delivery Amount, Return Amount and
Credit Support Amount.  “Delivery Amount” has the
meaning specified in Paragraph 3(a) as amended (I) by deleting the words “upon
a demand made by the Secured Party on or promptly following a Valuation Date”
and inserting in lieu thereof the words “not later than the close of business
on each Valuation Date” and (II) by deleting in its entirety the sentence
beginning “Unless otherwise specified in Paragraph 13” and ending “(ii) the
Value as of that Valuation Date of all Posted Credit Support held by the
Secured Party.” and inserting in lieu thereof the following:


The  “Delivery Amount” applicable to the Pledgor for
any Valuation Date will equal the greatest of


(1)                                the amount by which (a) the S&P/Fitch Credit
Support Amount for such Valuation Date exceeds (b) the S&P/Fitch Value as
of such Valuation Date of all Posted Credit Support held by the Secured Party,


(2)                                the amount by which (a) the Moody’s First Trigger
Credit Support Amount for such Valuation Date exceeds (b) the Moody’s First
Trigger Value as of such Valuation Date of all Posted Credit Support held by
the Secured Party, and


(3)                                the amount by which (a) the Moody’s Second Trigger
Credit Support Amount for such Valuation Date exceeds (b) the Moody’s Second
Trigger Value as of such Valuation Date of all Posted Credit Support held by
the Secured Party.


“Return Amount” has the meaning specified in Paragraph 3(b) as
amended by deleting in its entirety the sentence beginning “Unless otherwise
specified in Paragraph 13” and ending “(ii) the Credit Support Amount.” and
inserting in lieu thereof the following:


The  “Return Amount” applicable
to the Secured Party for any Valuation Date will equal the least of


(1)                                the amount by which (a) the S&P/Fitch Value as of
such Valuation Date of all Posted Credit Support held by the Secured Party
exceeds (b) the S&P/Fitch Credit Support Amount for such Valuation Date,


(2)                                the amount by which (a) the Moody’s First Trigger
Value as of such Valuation Date of all Posted Credit Support held by the
Secured Party exceeds (b) the Moody’s First Trigger Credit Support Amount for
such Valuation Date, and













(3)                                the amount by which (a) the Moody’s Second Trigger
Value as of such Valuation Date of all Posted Credit Support held by the
Secured Party exceeds (b) the Moody’s Second Trigger Credit Support Amount for
such Valuation Date.


“Credit Support Amount” shall not apply. 
For purposes of calculating any Delivery Amount or Return Amount for any
Valuation Date, reference shall be made to the S&P/Fitch Credit Support
Amount, the Moody’s First Trigger Credit Support Amount, or the Moody’s Second
Trigger Credit Support Amount, in each case for such Valuation Date, as
provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B), above.


(ii)                                  Eligible Collateral.  The following terms will qualify as “Eligible Collateral”
for the party specified:


	
  Collateral

  	
   

  	
  S&P/

  Fitch

  Valuation 

  Percentage

  	
   

  	
  Moody’s

  First Trigger

  Valuation

  Percentage

  	
   

  	
  Moody’s

  Second Trigger

  Valuation

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (A)

  	
  Cash

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
  Fixed-Rate Negotiable debt
  obligations issued by the U.S. Treasury Department having a remaining
  maturity on such date of not more than one year

  	
   

  	
  98.5

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
  Fixed-Rate Negotiable debt
  obligations issued by the U.S. Treasury Department having a remaining
  maturity on such date of more than one year but not more than ten years

  	
   

  	
  89.9

  	
  %

  	
  100

  	
  %

  	
  94

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
  Fixed-Rate Negotiable debt obligations issued by the U.S. Treasury
  Department having a remaining maturity on such date of more than ten years

  	
   

  	
  83.9

  	
  %

  	
  100

  	
  %

  	
  88

  	
  %

  



 


Eligible Collateral continued:


(1)  “Negotiable debt obligations” has the meaning
specified in the 2003 Collateral Asset Definitions.


(2)  Restriction
on US-STRIPS, US-TIPS. 
Both parties agree that any US Treasury Strips (US-STRIPS) or US
Treasury Inflation Protected Issues (US-TIPS) or similar securities
representing a segment of the full payment obligation of a standard Treasury
shall not be deemed Eligible Collateral and therefore must not be posted by
either party.  US-STRIPS and US TIPS
shall have the meaning as defined in the 2003 ISDA Collateral Asset Definitions
or as amended therein.


(iii)                               Thresholds.


(A)                  “Independent Amount”
means with respect to Party A:  US$0,
unless otherwise specified in a Confirmation.



 2
 









(B)                    “Threshold” means
with respect to Party A:  US$0 in the
event that (I) Party A fails to assign all of its rights and obligations under
the Agreement on or before the thirtieth (30) day after the date of a Party A Downgrade
(as described in Part 1(o) of the Schedule) continues to exist, (II) Party A is
downgraded below “BBB-” (long term) by S&P or (III) no Relevant Entity has
the First Trigger Required Ratings and either (i) no Relevant Entity has had
the First Trigger Required Ratings since this Annex was executed or (ii) at
least 30 Local Business days have elapsed since the last time a Relevant Entity
had the First Trigger Required Ratings; otherwise, the Threshold shall be
infinite.


(C)                    “Minimum Transfer Amount”
means with respect to Party A and Party B: 
US$50,000; provided however, that if Party A is a Defaulting Party at
the time, “Minimum Transfer Amount” shall be
Zero.


(D)                   Rounding. 
The Delivery Amount will be rounded up to the nearest integral multiple
of US$10,000 and the Return Amount will be rounded down to the nearest integral
multiple of US$10,000.


(c)                                  Valuation and Timing.


(i)                                     “Valuation Agent”
means Party A, provided, however, that if Party A is a Defaulting Party at the
time, “Valuation Agent” shall mean Party B.


(ii)                                “Valuation Date”
means:  (A) in relation to either party
each Wednesday of the relevant calendar week (or if such day is not a General
Business Day then the immediately following General Business Day), and (B) any
General Business Day designated by Party B which, in the reasonable judgment of
Party B, would result in a Delivery Amount or Return Amount.  For the purpose of the foregoing, a General
Business Day shall be a General Business Day in New York.


(iii)                               “Valuation Time”
means, the close of business in the Relevant Market on the day which is one
General Business Day in the Relevant Market first preceding the Valuation Date
or date of calculation, as applicable; provided that the calculations of Value
and Exposure will be made as of approximately the same time on the same date.


For the purposes
of this provision, “Relevant Market”
means (a) with respect to the calculation of Value, the principal market in
which the relevant Eligible Credit Support is traded; and (b) with respect to
the calculation of Exposure, the principal market for the relevant Transaction;
each as determined by the Valuation Agent, subject to Paragraph 5, or as
otherwise agreed between the parties.


(iv)                              “Notification Time”
means 11:00 a.m., on a General Business Day in New York.


(d)                                 Conditions Precedent and Secured
Party’s Rights and Remedies. 
The following Termination Event(s) will be a “Specified Condition”
for the party specified (that party being the Affected Party if the Termination
Event occurs with respect to that party):


	
  

  	
   

  	
  Party A

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Additional Termination
  Event(s): (If any)

  	
   

  	
  x

  	
   

  



 


(e)                                  Substitution.


(i)                                     “Substitution Date”
has the meaning specified in Paragraph 4(d)(ii).


(ii)                                  Consent. 
Inapplicable.



 3
 









(f)                                    Dispute Resolution.


(i)                                     “Resolution Time”
means 1:00 p.m., on the New York General Business Day following the date on
which the notice is given that gives rise to a dispute under Paragraph 5.


(ii)                                  Value.  For the purpose of Paragraphs 5(i)(C) and
5(ii), the Value of Posted Credit Support will be calculated as follows:  the
sum of (i) (x) the arithmetic mean of the closing bid prices quoted on the
relevant date of three nationally recognized principal market makers (which may
include an affiliate of Party A) for such security chosen by the Valuation
Agent multiplied by the applicable Valuation Percentage or (y) if no quotations
are available from such principal market makers on the relevant date, the
arithmetic mean of the closing bid prices on the next preceding date multiplied
by the applicable Valuation Percentage plus (ii) the accrued interest on such
security (except to the extent Transferred to a party pursuant to any
applicable provision of this Agreement or included in the applicable price
referred to in (i) of this clause) as of such date.


(iii)                               Alternative.  The provisions of Paragraph 5 will apply.


(g)                                 Holding and Using Posted Collateral.


(i)                                     Eligibility to Hold Posted
Collateral; Custodians. 
Party B and its Custodian will be entitled to hold Posted Collateral
pursuant to Paragraph 6(b) in the Swap Collateral Account (as defined in the
Indenture), provided that any such Custodian shall have a minimum short-term unsecured, unsubordinated debt
rating of “A-1” from S&P: Initially, the Custodian for Party B is Indenture Trustee.


(ii)                                  Use of Posted Collateral.
The provisions of Paragraph 6(c)(i) will not apply to Posted Collateral.


(h)                                 Distribution and Interest Amount.


(i)                                     Interest Rate.  The “Interest Rate” will
be the actual interest rate earned on Posted Collateral in the form of Cash
that is held by Party B or its Custodian.


(ii)                                  “Transfer of Interest
Amount.”  The Transfer of the
Interest Amount will be made on the Third New York Business Day of each
calendar month; provided however that the obligation of Party B to Transfer any
Interest Amount to Party A shall be limited to the extent that Party B has
earned and received such funds and such funds are available to Party B.


(iii)                               Alternative
to Interest Amount.  The provisions of Paragraph 6(d)(ii) will
apply.


(i)                                     Additional
Representation(s). Not Applicable.


(j)                                     ISDA
Master Agreement Protocol


The terms of Annex 14 of the ISDA 2002 Master Agreement Protocol as
published by ISDA on July 15, 2003 (the “Protocol”) are incorporated by
reference into this Agreement, and shall be construed in accordance with
Section 6 of the Protocol.


(k)                                  Demands and Notices.


All demands, specifications and notices
to Party A under this Annex will be made to:


As set forth in the Schedule.


All demands, specifications and notices to
Party B under this Annex will be made to:


Bank of New York


Attn: Primary administrator, Cal Guillaume



 4
 









Fax: 212-635-6338


email: CGuillaume@bankofny.com


Any demand,
specification or notice may be made by telephone (“Telephone Notice”) between employees of each party if such
Telephone Notice is confirmed by a subsequent written instruction (which may be
delivered via facsimile or email) by the close of business on the same day that
such Telephone Notice is given.


(l)                                     Addresses
for Transfers.


With
respect to Party A:  To be provided by
written instructions.


With
respect to Party B:


The Bank of New York


Attn:
Primary administrator, Cal Guillaume

Fax: 212-635-6338

email: CGuillaume@bankofny.com


(m)                               Other
Provisions.


(i)             One
Way CSA.  Agreement as to Single Secured Party and
Single Pledgor.  Party A and Party B
agree that, notwithstanding anything to the contrary in the recital to this
Annex, Paragraph 1(b) or Paragraph 2 or the definitions in Paragraph 12, (a)
the term “Secured Party” as used in this Annex means only Party B, (b) the term
Pledgor” as used in this Annex means only Party A, (c) only Party A makes the
pledge and grant in Paragraph 2, the acknowledgement in the final sentence of
Paragraph 8(a) and the representations in Paragraph 9.  Party A and Party B further agree that, notwithstanding
anything to the contrary in the recital to this Annex or Paragraph 7, this
Annex will constitute a Credit Support Document only with respect to Party A,
and the Events of Default in Paragraph 7 will only apply to Party A


(ii)          Governing
Law.  The terms and conditions of this Annex shall
be governed and construed in accordance with the laws of the State of New York
and to the non-exclusive jurisdiction of the courts of the State of New York
and the United States District Court located in the Borough of Manhattan in New
York  City.


(iii)       2002
ISDA Master Agreement:  As the
parties have agreed to utilize an Agreement in the form of the 2002 Master
Agreement published by the International Swaps and Derivatives Association (“ISDA”)
and ISDA has indicated that certain modifications are appropriate when using
this Annex with said 2002 Master Agreement, the parties hereby agree that,
notwithstanding anything herein or in the Agreement to the contrary, Paragraph
5(i)(b) and the definition of “Exposure” in Paragraph 12, each as set forth
above in this Annex, shall be deemed amended and restated, for all purposes, as
described below:


(i)                                     References
throughout this Annex to “Swap Transactions” are deleted.


(ii)                                  The terms of
Paragraph 5(i)(B) of this Annex are amended and restated in their entirety as
follows:


“(B)                          calculating
the Exposure for the Transactions in dispute by seeking four actual quotations
at mid-market from third parties for purposes of calculating the relevant
Close-out Amount, and taking the arithmetic average of those obtained; provided
that if four quotations are not available for a particular Transaction, then
fewer than four



 5
 









quotations may be used for that Transaction, and if no quotations are
available for a particular Transaction, then the Valuation Agent’s original
calculations will be used for the Transaction absent manifest error; and”


(iii)                               The
definition of “Exposure” in Paragraph 12 of the Annex is hereby amended and
restated to read in its entirety as follows:


“‘Exposure’ means for any Valuation Date or other date for which Exposure
is calculated and subject to Paragraph 5 in the case of a dispute, the amount,
if any, that would be payable to a party that is the Secured Party by the other
party (expressed as a positive number) or by a party that is the Secured Party
to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(1) of this Agreement if all Transactions were being terminated as of
the relevant Valuation Time, on the basis that (i) that party is not the
Affected Party and (ii) U.S. Dollars is the Termination Currency; provided that
the Close-out Amount will be determined by the Valuation Agent on behalf of
that party using its estimates at mid-market of the amounts that would be paid
for transactions providing the economic equivalent of (x) the material terms of
the Transactions, including the payments and deliveries by the parties under
Section 2(a)(i) in respect of the Transactions that would, but for the
occurrence of the relevant Early Termination Date, have been required after
that date (assuming satisfaction of the conditions precedent in Section
2(a)(iii)); and (y) the option rights of the parties in respect of the
Transactions.”


(iv)                              Set-off.  The terms “Set-off” shall have the meaning
set forth in Section 6(f) of the Agreement.


(iv)                              Calculation of Value.  Paragraph 4(c) is
hereby amended by deleting the word “Value” and inserting in lieu thereof “S&P/Fitch
Value, Moody’s First Trigger Value, Moody’s Second Trigger Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
deleting the words “a Value” and inserting in lieu thereof “an S&P/Fitch
Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and (B)
deleting the words “the Value” and inserting in lieu thereof “S&P/Fitch
Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.  Paragraph 5 (flush language) is hereby
amended by deleting the word “Value” and inserting in lieu thereof “S&P/Fitch
Value, Moody’s First Trigger Value, or Moody’s Second Trigger Value”.  Paragraph 5(i) (flush language) is hereby
amended by deleting the word “Value” and inserting in lieu thereof “S&P/Fitch
Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.  Paragraph 5(i)(C) is hereby amended by
deleting the word “the Value, if” and inserting in lieu thereof “any one or
more of the S&P/Fitch Value, Moody’s First Trigger Value, or Moody’s Second
Trigger Value, as may be”.  Paragraph
5(ii) is hereby amended by (1) deleting the first instance of the words “the
Value” and inserting in lieu thereof “any one or more of the S&P/Fitch
Value, Moody’s First Trigger Value, or Moody’s Second Trigger Value” and (2)
deleting the second instance of the words “the Value” and inserting in lieu
thereof “such disputed S&P/Fitch Value, Moody’s First Trigger Value, or
Moody’s Second Trigger Value”.  Each of
Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting the
word “Value” and inserting in lieu thereof “least of the S&P/Fitch Value,
Moody’s First Trigger Value, and Moody’s Second Trigger Value”.


(v)                                 Expenses.  Notwithstanding anything to the contrary in
Paragraph 10, the Pledgor will be responsible for, and will reimburse the
Secured Party for, all transfer and other taxes and other costs involved in any
Transfer of Eligible Collateral.


(vi)                              Withholding.  Paragraph 6(d)(ii) is hereby amended by
inserting immediately after “the Interest Amount” in the fourth line thereof
the words “less any applicable withholding taxes.”



 6
 









(vii)                           Party A Rating Downgrade
by S&P.


External Verification.


The Parties agree that
in the event of a Party A Rating Downgrade relating to an action taken by
S&P, the Valuation Agent shall verify its calculation of the Secured Party’s
Exposure on a quarterly basis by seeking two quotations from Reference
Market-makers at the end of each month. 
The Valuation Agent may not obtain the quotations referred to above from
the same person in excess of four times during any 12 month period.  Where more than 1 quotation is obtained, the
quotation representing the greatest amount of Exposure shall be used by the
Valuation Agent.  In the event the
verification procedures set forth above indicate that there is a deficiency in
the amount of Eligible Collateral that has been posted to the Secured Party,
the Pledgor shall post the amount of Eligible Collateral necessary to cure such
deficiency to the Secured Party within three Local Business Days.


(viii)                        Additional Definitions.  As used in this Annex:


 “Moody’s First Trigger Event”  means that no Relevant Entity has credit ratings from Moody’s
at least equal to the Moody’s First Trigger Ratings Threshold.


“Moody’s First Trigger Credit
Support Amount”  means,
for any Valuation Date, the excess, if any, of


(I)                                    (A)                              for any Valuation Date on which (I) a
Moody’s First Trigger Event has occurred and has been continuing (x) for at least
30 Local Business Days or (y) since this Annex was executed and (II) it is not the case that a Moody’s Second Trigger Event has occurred and been
continuing for at least 30 Local Business Days, the greater of (a) zero and (b) sum of (i) the Secured Party’s
Transaction Exposure for such Valuation Date and (ii) the aggregate of the
Moody’s First Trigger Further Collateral Amounts for all Transactions;] or


(B)                                for
any other Valuation Date, zero,
over


(II)                                the
Threshold for Party A such Valuation Date.


“Moody’s
First Trigger Further Collateral Amount” means for any Transaction
and Valuation Date the product of the applicable Moody’s First Trigger Factor
set forth in Table 1 and the Notional Amount for such Transaction for the
Calculation Period which includes such Valuation Date.


“Moody’s First Trigger Value”
means, on any date and with respect to any Eligible Collateral other than Cash,
the bid price obtained by the Valuation Agent multiplied by the Moody’s First
Trigger Valuation Percentage for such Eligible Collateral set forth in
Paragraph 13(b)(ii).


 “Moody’s
Second Trigger Event”  means that no
Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
Second Trigger Ratings Threshold.


“Moody’s Second Trigger Credit
Support Amount”
means, for any Valuation Date, the excess, if any, of


(I)                                    (A)                              for any Valuation Date on which it is the
case that a Moody’s Second Trigger Event has occurred and been continuing for at least 30 Local
Business Days, the sum, for each Transaction to which this Annex
relates, of an amount equal to the following:


(1)                                  if such Transaction is not a
Transaction-Specific Hedge,



 7
 









the greater of
(a) zero, (b) the aggregate amount of the Next Payments for all
Next Payment Dates and
(c) sum of (i) the Secured Party’s Transaction Exposure for such Valuation Date
and (ii) the aggregate of the Moody’s Second Trigger Further Collateral Amounts
for allTransactions or


(2)                                  if such Transaction is a
Transaction-Specific Hedge,


the greater of
(a) zero, (b) the aggregate amount of the Next Payments for all
Next Payment Dates and
(c) sum of (i) the Secured Party’s Transaction Exposure for such Valuation Date
and (ii) the aggregate of the Moody’s Second Trigger TSH Further Collateral
Amounts for all Transactions or


(B)                                for
any other Valuation Date, zero, over


(II)                                the
Threshold for Party A for such Valuation Date.


“Moody’s Second
Trigger Further Collateral Amount” means for any Transaction and
Valuation Date the product of the applicable Moody’s Second Trigger Factor set
forth in the third column of Table 1and
the Notional Amount for such Transaction for the Calculation Period which
includes such Valuation Date.


“Moody’s
Second Trigger TSH Further Collateral Amount” means for any
Transaction and Valuation Date the product of the applicable Moody’s Second
Trigger Factor set forth in the fourth
column of Table 1and the Notional Amount for such Transaction for the
Calculation Period which includes such Valuation Date.


 “Moody’s Second Trigger Value”
means, on any date and with respect to any Eligible Collateral other than Cash,
the bid price obtained by the Valuation Agent multiplied by the Moody’s Second
Trigger Valuation Percentage for such Eligible Collateral set forth in
Paragraph 13(b)(ii).


“Next Payment”
means, in respect of each Next Payment Date, the greater of (i) the amount of any
payments due to be made by Party A under Section 2(a) on such Next Payment Date
less any payments due to be made by Party B under Section 2(a) on such Next
Payment Date (in each case, after giving effect to any applicable netting under
Section 2(c)) and (ii) zero.


“Next Payment Date” means each date on
which the next scheduled payment under any Transaction is due to be paid.


“Pricing Sources”
means the sources of financial information commonly known as Bloomberg, Bridge
Information Services, Data Resources Inc., Interactive Data Services,
International Securities Market Association, Merrill Lynch Securities Pricing
Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ Kenny,
S&P and Telerate.


“S&P/Fitch Credit Support
Amount” means,
for any Valuation Date, the excess, if any, of


(I)                                    (A)
                           for any
Valuation Date (i) an S&P Rating Threshold Event, Fitch Rating Threshold Event, has occurred and been
continuing for at least 30 days or (ii) the rating of Party A, or its Credit
Support Provider, is reduced below “BBB-” by S&P and is continuing, an amount equal to the sum, for each Transaction to which this Annex
relates, of the sum of (1) 100.0% of the Secured Party’s Transaction Exposure
for such Valuation Date and (2) the product of the Volatility Buffer for such
Transaction and the Notional Amount of such



 8
 









Transaction for the
Calculation Period of such Transaction which includes such Valuation Date, or


(B)                                for
any other Valuation Date, zero, over


(II)                                the
Threshold for Party A for such Valuation Date.


“S&P Rating Threshold Event”
means, on any date, no Relevant Entity has credit ratings from S&P which equals
or exceed “A+” (long term) or, if a short term rating is in effect for Party A,
or its Credit Support Provider, “A-1” (short term) by S&P.


“S&P/FitchValue” means, on any date
and with respect to any Eligible Collateral other than Cash, the product of (A)
the bid price obtained by the Valuation Agent for such Eligible Collateral and
(B) the S&P/Fitch Valuation Percentage for such Eligible Collateral set
forth in paragraph 13(b)(ii).


“Transaction Exposure”
means, for any Transaction, Exposure determined as if such Transaction were the
only Transaction between the Secured Party and the Pledgor.


“Transaction-Specific Hedge” means
any Transaction that is an interest rate cap, interest rate floor or interest
rate swaption, or an interest rate swap in respect of which (x) the notional
amount is “balance guaranteed” or (y) the notional amount for any Calculation
Period otherwise is not a specific dollar amount that is fixed at the inception
of the Transaction.


“Valuation Percentage”
shall mean, for purposes of determining the S&P/Fitch Value, Moody’s First
Trigger Value, or Moody’s Second Trigger Value with respect to any Eligible
Collateral or Posted Collateral, the applicable S&P/Fitch Valuation
Percentage, Moody’s First Trigger Valuation Percentage, or Moody’s Second
Trigger Valuation Percentage for such Eligible Collateral or Posted Collateral,
respectively, in each case as set forth in Paragraph 13(b)(ii).


“Value”
shall mean, in respect of any date, the related S&P/Fitch Value, the
related Moody’s First Trigger Value, and the related Moody’s Second Trigger
Value.


“Volatility Buffer”
means, for any Transaction, the related percentage set forth in the following
table.  


	
  Counterparty

  	
   

  	
  Less than 5 years to

  Termination Date of

  the Transaction.

  	
   

  	
  Less than 10 years,

  but more than 5 years

  to Termination Date

  of the Transaction.

  	
   

  	
  Greater than 10 years to

  Termination Date of the

  Transaction.

  	
   

  
	
  The rating by S&P of Party A’s short-term unsecured,
  unsubordinated obligations is at least equal to “A-2”

  	
   

  	
  3.25

  	
  %

  	
  4.00

  	
  %

  	
  4.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The rating by S&P of Party A’s short-term unsecured,
  unsubordinated obligations is equal to “A-3”

  	
   

  	
  4.00

  	
  %

  	
  5.00

  	
  %

  	
  6.25

  	
  %

  



 



 9
 









 


	
  Counterparty

  	
   

  	
  Less than 5 years to

  Termination Date of

  the Transaction.

  	
   

  	
  Less than 10 years,

  but more than 5 years

  to Termination Date

  of the Transaction.

  	
   

  	
  Greater than 10 years to

  Termination Date of the

  Transaction.

  	
   

  
	
  The rating by S&P of Party A’s long-term unsecured,
  unsubordinated obligations is equal to or less than “BB+”

  	
   

  	
  4.50

  	
  %

  	
  6.75

  	
  %

  	
  7.50

  	
  %

  



 



 10
 









Table 1


	
  Remaining

  Weighted Average Life 

  of Hedge in Years

  	
   

  	
  Moody’s

  First Trigger

  Factor

  	
   

  	
  Moody’s Second Trigger

  Factor for Interest Rate

  Swaps with Fixed Notional

  Amounts

  	
   

  	
  Moody’s Second Trigger

  Factor for Transaction

  Specific Hedges

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1 or less

  	
   

  	
  0.25

  	
  %

  	
  0.60

  	
  %

  	
  0.75

  	
  %

  
	
  More than 1 but
  not more than 2

  	
   

  	
  0.50

  	
  %

  	
  1.20

  	
  %

  	
  1.50

  	
  %

  
	
  More than 2 but
  not more than 3

  	
   

  	
  0.70

  	
  %

  	
  1.70

  	
  %

  	
  2.20

  	
  %

  
	
  More than 3 but
  not more than 4

  	
   

  	
  1.00

  	
  %

  	
  2.30

  	
  %

  	
  2.90

  	
  %

  
	
  More than 4 but
  not more than 5

  	
   

  	
  1.20

  	
  %

  	
  2.80

  	
  %

  	
  3.60

  	
  %

  
	
  More than 5 but
  not more than 6

  	
   

  	
  1.40

  	
  %

  	
  3.30

  	
  %

  	
  4.20

  	
  %

  
	
  More than 6 but
  not more than 7

  	
   

  	
  1.60

  	
  %

  	
  3.80

  	
  %

  	
  4.80

  	
  %

  
	
  More than 7 but
  not more than 8

  	
   

  	
  1.80

  	
  %

  	
  4.30

  	
  %

  	
  5.40

  	
  %

  
	
  More than 8 but
  not more than 9

  	
   

  	
  2.00

  	
  %

  	
  4.80

  	
  %

  	
  6.00

  	
  %

  
	
  More than 9 but
  not more than 10

  	
   

  	
  2.20

  	
  %

  	
  5.30

  	
  %

  	
  6.60

  	
  %

  
	
  More than 10 but
  not more than 11

  	
   

  	
  2.30

  	
  %

  	
  5.60

  	
  %

  	
  7.00

  	
  %

  
	
  More than 11 but
  not more than 12

  	
   

  	
  2.50

  	
  %

  	
  6.00

  	
  %

  	
  7.50

  	
  %

  
	
  More than 12 but
  not more than 13

  	
   

  	
  2.70

  	
  %

  	
  6.40

  	
  %

  	
  8.00

  	
  %

  
	
  More than 13 but
  not more than 14

  	
   

  	
  2.80

  	
  %

  	
  6.80

  	
  %

  	
  8.50

  	
  %

  
	
  More than 14 but
  not more than 15

  	
   

  	
  3.00

  	
  %

  	
  7.20

  	
  %

  	
  9.00

  	
  %

  
	
  More than 15 but
  not more than 16

  	
   

  	
  3.20

  	
  %

  	
  7.60

  	
  %

  	
  9.50

  	
  %

  
	
  More than 16 but
  not more than 17

  	
   

  	
  3.30

  	
  %

  	
  7.90

  	
  %

  	
  9.90

  	
  %

  
	
  More than 17 but
  not more than 18

  	
   

  	
  3.50

  	
  %

  	
  8.30

  	
  %

  	
  10.40

  	
  %

  
	
  More than 18 but
  not more than 19

  	
   

  	
  3.60

  	
  %

  	
  8.60

  	
  %

  	
  10.80

  	
  %

  
	
  More than 19 but
  not more than 20

  	
   

  	
  3.70

  	
  %

  	
  9.00

  	
  %

  	
  11.00

  	
  %

  
	
  More than 20 but
  not more than 21

  	
   

  	
  3.90

  	
  %

  	
  9.00

  	
  %

  	
  11.00

  	
  %

  
	
  More than 21

  	
   

  	
  4.00

  	
  %

  	
  9.00

  	
  %

  	
  11.00

  	
  %

  



 



 11
 









IN WITNESS WHEREOF the parties
have executed this Credit Support Annex as of the date hereof.


	
  ABN AMRO BANK N.V.

  	
   

  	
  GE CAPITAL CREDIT CARD
  MASTER

  NOTE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Frederick P.
  Engler

  	
   

  	
   

  	
  By:

  	
  /s/ JoAnn C. DiOssi

  	
   

  
	
   

  	
  Name:

  	
  Frederick P.
  Engler

  	
   

  	
   

  	
  Name: JoAnn C. DiOssi

  
	
   

  	
  Title:

  	
  Regional Manager
  Documentation

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
  North America

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Christopher
  Fain

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Christopher Fain

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
									



 



 12