Bond General Electric Finance 5.5% ( XS0319639232 ) in EUR

Issuer General Electric Finance
Market price 100 %  ⇌ 
Country  United States
ISIN code  XS0319639232 ( in EUR )
Interest rate 5.5% per year ( payment 1 time a year)
Maturity 15/09/2067 - Bond has expired



Prospectus brochure of the bond General Electric Capital XS0319639232 in EUR 5.5%, expired


Minimal amount 50 000 EUR
Total amount 1 500 000 000 EUR
Detailed description General Electric Capital was the financial services division of General Electric, offering a range of commercial lending, leasing, and insurance products before its restructuring and eventual divestiture.

The Bond issued by General Electric Finance ( United States ) , in EUR, with the ISIN code XS0319639232, pays a coupon of 5.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/09/2067









IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS UNDER RULE 144A OR
(2) NON-U.S. PERSONS OUTSIDE OF THE U.S.
IMPORTANT: You must read the following before continuing. The following applies to the Prospectus
following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use
of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including
any modifications to them any time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR
OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT
BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view this Prospectus or make an investment
decision with respect to the securities, investors must be either (1) Qualified Institutional Buyers ("QIBs") (within the
meaning of Rule 144A under the Securities Act) or (2) non-U.S. persons (within the meaning of Regulation S under the
Securities Act). This Prospectus is being sent at your request and by accepting the e-mail and accessing this Prospectus,
you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) non-
U.S. persons and that the electronic mail address that you gave us and to which this e-mail has been delivered is not
located in the U.S. and (2) that you consent to delivery of such Prospectus by electronic transmission.
You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose
possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorized to, deliver this Prospectus to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be
made by a licensed broker or dealer and the underwriter or any affiliate of the underwriter is a licensed broker or dealer in
that jurisdiction, the offering shall be deemed to be made by the underwriter or such affiliate on behalf of the issuer in such
jurisdiction.
The securities may not be offered or sold in the United Kingdom other than to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for
the purposes of their businesses where the issue of the securities would otherwise constitute a contravention of Section 19
of the Financial Services and Markets Act 2000 (the "FSMA") by us. In addition, no person may communicate or cause to
be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the
FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section
21(1) of the FSMA does not apply to us.
This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of Lehman Brothers
International (Europe), Deutsche Bank AG, Goldman Sachs International, Morgan Stanley & Co. International plc, Barclays
Bank PLC, HSBC Bank plc, J.P. Morgan Securities Ltd. and The Royal Bank of Scotland plc (the "Managers") or any person
who controls a Manager, nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any
liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format
and the hard copy version available to you on request from the Managers.




PROSPECTUS


General Electric Capital Corporation
(Incorporated under the laws of the State of Delaware, United States of America)
1,500,000,000 5.500% Fixed to Floating Rate EUR Subordinated Debentures due 2067
and
£600,000,000 6.500% Fixed to Floating Rate GBP Subordinated Debentures due 2067
_________________
This Prospectus has been approved by the Financial Services Authority in its capacity as competent authority under
Part VI of the Financial Services and Markets Act 2000 (the "FSMA") (the "UK Listing Authority"). Application is being
made for the 1,500,000,000 5.500% Fixed to Floating Rate EUR Subordinated Debentures due 2067 (the "Euro
Debentures") and the £600,000,000 6.500% Fixed to Floating Rate GBP Subordinated Debentures due 2067 (the "Sterling
Debentures", and, together with the Euro Debentures, the "Debentures") issued by General Electric Capital Corporation
("GE Capital") to be admitted to the official list maintained by the UK Listing Authority (the "Official List of the UK
Listing Authority") and to the London Stock Exchange plc (the "London Stock Exchange") for the Debentures to be
admitted to trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market. The London Stock Exchange's
Gilt Edged and Fixed Interest Market is a regulated market for the purposes of Directive 93/22/EC (the "Investment
Services Directive").
The Euro Debentures will bear interest at an annual rate of 5.500% up to but excluding September 15, 2017 and
thereafter at a floating rate equal to an annual rate of 3-month EURIBOR plus 2.000% (200 basis points). The Sterling
Debentures will bear interest at an annual rate of 6.500% up to but excluding September 15, 2017 and thereafter at a
floating rate equal to an annual rate of 3-month Sterling LIBOR plus 2.000% (200 basis points). Interest on the Euro
Debentures will be payable annually in arrears on September 15 of each year, commencing September 15, 2008 until and
including September 15, 2017. Interest on the Sterling Debentures will be payable semi-annually in arrears on March 15
and September 15 of each year, commencing March 15, 2008 until and including September 15, 2017. Thereafter interest
on the Debentures will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year,
commencing December 15, 2017, unless interest is deferred as described under "Description of Debentures -- Option to
Defer Interest Payments".
Each series of Debentures is subject to redemption at the option of GE Capital (i) in whole but not in part, at any
time prior to September 15, 2017 at the applicable make-whole redemption amount set forth under "Description of the
Debentures -- Redemption", (ii) in whole but not in part after the occurrence of a Tax Event prior to September 15, 2017
at the applicable make-whole redemption amount set forth under "Description of the Debentures -- Redemption" or (iii) in
whole or in part from time to time beginning on September 15, 2017, at a redemption amount equal to 100% of the
principal amount of the Debentures of such series so redeemed plus accrued and unpaid interest, including Additional
Interest, if any. The Debentures are not subject to repayment at the option of the holders.
The Debentures are subordinated to GE Capital's Senior Indebtedness, including GE Capital's Subordinated Notes,
as and to the extent described herein under "Description of the Debentures -- Subordination".
The consummation of the offering of the Euro Debentures and the Sterling Debentures are not conditioned upon
each other.
See "Risk Factors" on page 9 for a discussion of certain risks that should be considered in connection with an
investment in the Debentures.
The Debentures have not been registered and will not be registered under the U.S. federal securities laws or
the securities laws of any other jurisdiction. The Debentures are being offered and sold in the United States only to
qualified institutional buyers in reliance on Rule 144A of the U.S. Securities Act of 1933 (the "Securities Act"), and
in transactions outside the United States in accordance with Regulation S under the Securities Act. Please see the
sections entitled "Notice to Investors" and "Plan of Distribution" for additional information about eligible offerees
and transfer restrictions.
DEUTSCHE BANK
GOLDMAN SACHS
LEHMAN BROTHERS
MORGAN STANLEY
INTERNATIONAL
(Joint Bookrunners)
BARCLAYS CAPITAL HSBC
JPMORGAN
THE ROYAL BANK OF
SCOTLAND
(Co-managers)
The date of this Prospectus is August 31, 2007





IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

This prospectus (the "Prospectus") comprises a prospectus in accordance with the prospectus rules (the
"Prospectus Rules") made under section 73A of the FSMA and is a single prospectus for the purposes of Article 5.3
of Directive 2003/71/EC (the "Prospectus Directive").
All information contained or incorporated by reference herein which relates to or refers to General Electric
Company, the ultimate parent company of GE Capital, has been extracted from reports and other information filed
with the United States Securities and Exchange Commission (the "Commission" or the "SEC"). GE Capital
confirms that all such information has been accurately reproduced and that, so far as GE Capital is aware, and is able
to ascertain from information published by General Electric Company, no facts have been omitted which would
render such information inaccurate or misleading in any material respect.
GE Capital accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of GE Capital (having taken all reasonable care to ensure that such is the case), the information
contained in this Prospectus is in accordance with the facts and does not contain any omission likely to affect the
import of such information.
You should not assume that the information contained in this Prospectus is accurate as of any date other than
the date of this Prospectus. The business, financial condition, results of operations and prospects of GE Capital and
its subsidiaries may have changed since that date. This Prospectus is a document that we are providing only to
prospective purchasers of the Debentures. Each prospective purchaser is authorized to use this Prospectus solely for
the purpose of considering the purchase of the Debentures described herein. You should read this Prospectus before
making a decision whether to purchase the Debentures. You must not:
·
use this Prospectus for any other purpose;
·
make copies of any part of this Prospectus or give a copy of it to any other person; or
·
disclose any information in this Prospectus to any other person.
You are responsible for making your own examination of GE Capital and your own assessment of the merits
and risks of investing in the Debentures. You should consult with your own advisors as needed to assist you in
making your investment decision and to advise you whether you are legally permitted to purchase the Debentures.
By purchasing the Debentures, you will be deemed to have acknowledged that:
·
you have reviewed this Prospectus;
·
this Prospectus relates only to offers and sales with respect to the Debentures;
·
you have had an opportunity to request all additional information that you need from us;
·
the Managers are not responsible for, and are not making any representation to you concerning GE
Capital's future performance or the accuracy or completeness of this Prospectus; and
·
no person is authorized to give any information or to make any representation not contained in this
Prospectus in connection with the issue and sale of the Debentures, and any information or
representation not contained herein must not be relied upon as having been authorized by or on
behalf of GE Capital.
The Debentures have not been nor will be registered under the Securities Act or the securities laws of any
state of the United States and may not be offered or sold within the United States or to or for the account or benefit
of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

ii



The Debentures are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S and within the United States to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A
under the Securities Act ("Rule 144A"). Prospective purchasers are hereby notified that the sellers of the Debentures
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For
a description of these and certain other restrictions on offers, sales and transfers of the Debentures and the
distribution of this Prospectus, see "Plan of Distribution" and "Notice to Investors".
The Debentures have not been approved or disapproved by the Commission, any state securities
commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offence in the United States.
The Debentures are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and applicable state securities laws pursuant to registration thereunder
or exemption therefrom. You should be aware that you may be required to bear the financial risks of this investment
for an indefinite period of time.
This Prospectus does not constitute an offer to sell or an invitation to subscribe for or purchase any of the
Debentures in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is
unlawful to make such an offer or invitation. Laws in certain jurisdictions may restrict the distribution of this
document and the offer and sale of the Debentures. Persons into whose possession this Prospectus or any of the
Debentures are delivered must inform themselves about and observe those restrictions. Each prospective purchaser of
the Debentures must comply with all applicable laws and regulations in force in any jurisdiction in which it
purchases, offers or sells the Debentures or possesses or distributes this document, and must obtain any consent,
approval or permission required under any regulations in force in any jurisdiction to which it is subject or in which it
purchases, offers or sells the Debentures.
We have summarized certain documents and other information, but we refer you to the actual documents for
a more complete understanding of what we discuss in this document. You should not consider any information in this
document to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor
for legal, business and tax advice regarding an investment in the Debentures. In making an investment decision, you
must rely on your own examination of the business of GE Capital and the terms of this offering and the Debentures,
including the merits and risks involved.
We reserve the right to withdraw this offering of the Debentures at any time. We and the Managers also
reserve the right to reject any offer to purchase the Debentures in whole or in part for any reason or no reason and to
allot to any prospective purchaser less than the full amount of Debentures sought by it.
Lehman Brothers International (Europe), Deutsche Bank AG, London Branch, Goldman Sachs
International and Morgan Stanley & Co. International plc (in such capacity each a "Stabilizing Manager") or
persons acting on their behalf may over-allot the Debentures (provided that the aggregate principal amount of
Debentures allotted does not exceed 105% of the aggregate principal amount of the Debentures) or effect
transactions with a view to supporting the market price of the Debentures at a level higher than that which
might otherwise prevail. However, there is no assurance that a Stabilizing Manager (or persons acting on
behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the Debentures is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
Debentures (the "Issue Date") and 60 days after the date of their allotment. Any stabilization action must be
conducted by the relevant Stabilizing Manager (or persons acting on behalf of a Stabilizing Manager) in
accordance with all applicable laws and rules.



iii



NOTICE PURSUANT TO TREASURY CIRCULAR 230
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, EACH
HOLDER OF A DEBENTURE IS HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL
TAX ISSUES IN THIS PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND
CANNOT BE RELIED UPON, BY A HOLDER FOR THE PURPOSE OF AVOIDING PENALTIES THAT
MAY BE IMPOSED ON SUCH HOLDER UNDER THE U.S. INTERNAL REVENUE CODE; (B) SUCH
DISCUSSION IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING (WITHIN THE
MEANING OF CIRCULAR 230) BY GE CAPITAL OF THE DEBENTURES; AND (C) A HOLDER OF A
DEBENTURE SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421.B OF THE NEW HAMPSHIRE REVISED
STATUTES, ANNOTATED, 1955, AS AMENDED, ("RSA 421-B") WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY
OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION
IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATION OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
Definitions
References in this Prospectus to "$" and "U.S.$" and "dollars" are to the currency of the United States of
America; references to "£" and "pounds sterling" are to the currency of the United Kingdom; references to "", and
"euro" are to the currency of the European Union. Unless otherwise indicated, references to "days" are to calendar
days.
Unless otherwise indicated or unless the context requires otherwise, all references in this Prospectus to "GE
Capital", "we", "us", or "our", or similar references, mean General Electric Capital Corporation.

iv



TABLE OF CONTENTS



OVERVIEW ....................................................................................................................................................................................1
AVAILABLE INFORMATION.....................................................................................................................................................8
DOCUMENTS INCORPORATED BY REFERENCE ...............................................................................................................8
RISK FACTORS .............................................................................................................................................................................9
DESCRIPTION OF GE CAPITAL .............................................................................................................................................15
USE OF PROCEEDS....................................................................................................................................................................22
DESCRIPTION OF THE DEBENTURES .................................................................................................................................23
CERTAIN TERMS OF THE REPLACEMENT COVENANT................................................................................................39
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES .............................................................................................40
ERISA CONSIDERATIONS .......................................................................................................................................................45
EUROPEAN UNION SAVINGS TAX DIRECTIVE.................................................................................................................47
GLOBAL CLEARANCE AND SETTLEMENT........................................................................................................................48
NOTICE TO INVESTORS ..........................................................................................................................................................52
PLAN OF DISTRIBUTION .........................................................................................................................................................56
GENERAL INFORMATION ......................................................................................................................................................60






OVERVIEW
The following information concerning GE Capital and the Debentures summarizes, and should be read in
conjunction with, the information contained in this Prospectus.
The Offering
Issuer.......................................................
General Electric Capital Corporation ("GE Capital"), a corporation
incorporated in the state of Delaware, U.S.A. GE Capital offers
diversified financing and services primarily in North America,
Europe and Asia. GE Capital operates in four operating segments of
General Electric Company: GE Commercial Finance, GE Money,
GE Industrial and GE Infrastructure.
Securities Offered ..................................
The 1,500,000,000 5.500% Fixed to Floating Rate EUR
Subordinated Debentures due 2067 (the "Euro Debentures") will
bear interest at an annual rate of 5.500% up to but excluding
September 15, 2017 (the "Fixed Rate Period") and thereafter (the
"Floating Rate Period") at a floating rate equal to an annual rate of
3-month EURIBOR plus 2.000% (200 basis points).
The £600,000,000 6.500% Fixed to Floating Rate GBP Subordinated
Debentures due 2067 (the "Sterling Debentures") will bear interest at
an annual rate of 6.500% during the Fixed Rate Period up to but
excluding September 15, 2017 and thereafter during the Floating Rate
Period at a floating rate equal to an annual rate of 3-month Sterling
LIBOR plus 2.000% (200 basis points).
The Euro Debentures and the Sterling Debentures each constitute a
separate series of debt securities under the Indenture described herein.
The Euro Debentures together with the Sterling Debentures are herein
referred to as the "Debentures".
Issue Date ...............................................
September 5, 2007.
Maturity Date..........................................
September 15, 2067, subject to earlier redemption.
Trustee ....................................................
The Bank of New York (successor to JPMorgan Chase Bank, N.A.) is
the trustee (the "Trustee") for the Debentures pursuant to an
Indenture for Subordinated Debentures (the "Indenture"), entered
into with GE Capital as of September 1, 2006, and supplemental
indenture for the Debentures (the "Supplemental Indenture"), to be
entered into with GE Capital as of September 5, 2007.
Interest Payments....................................
In each case subject to deferral as described below under "-- Option
to Defer Interest Payments", interest on the Debentures will accrue
from and including the Issue Date and will be payable, with respect to
(i) the Euro Debentures during the Fixed Rate Period, annually in
arrears on September 15 of each year (or the next succeeding
Business Day if not a Business Day, without any interest or other
payment in respect of such delay), commencing September 15, 2008
until and including September 15, 2017, and (ii) the Sterling
Debentures during the Fixed Rate Period, semi-annually in arrears, in
equal installments, on March 15 and September 15 of each year (or
the next succeeding Business Day if not a Business Day, without any
interest or other payment in respect of such delay), commencing
March 15, 2008 until and including September 15, 2017. There will

1



be a long first Interest Period from and including the Issue Date to but
excluding (i) September 15, 2008 for the Euro Debentures and (ii)
March 15, 2008 for the Sterling Debentures. With respect to the
Floating Rate Period, interest on the Debentures will be payable in
respect of each Interest Period (as defined below) quarterly in arrears
on March 15, June 15, September 15 and December 15 of each year
(or the next succeeding Business Day if not a Business Day unless
such Business Day is in the next calendar month in which case such
Interest Payment Date shall be the Business Day immediately
preceding such day), commencing December 15, 2017.
The term "Business Day" means 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 The City of
New York or London, England and, in the case of the Euro
Debentures, is also a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is
open.
The term "Interest Period" means each period from and including
the most recent Interest Payment Date (as defined herein) (or, prior to
the first Interest Payment Date, the Issue Date) to but excluding the
next Interest Payment Date (without regard to any permitted deferral
as described below under "-- Option to Defer Interest Payments") or
other date on which interest is due and payable in accordance with the
terms of the Debentures by redemption, acceleration, or maturity.
Option to Defer Interest Payments .........
Under the terms of each series of Debentures, provided that no Event
of Default (as defined in the Indenture) has occurred and is
continuing, we, in our sole discretion, may determine to defer interest
payments on the Debentures for a period (an "Extension Period")
effective for interest accruing as of the first day of any Interest Period
(the "Start Date") and extending not longer than the earlier of (a) the
tenth anniversary of the Start Date, and (b) the Maturity Date for the
Debentures (such final date being referred to as the "Maximum
Extension Date").

Interest may be so deferred by the giving of notice thereof by us to the
Trustee, not less than five nor more than fifteen days before the
Interest Payment Date relating to the first Interest Period in the
Extension Period during which interest will be deferred. The notice
will specify the Start Date and the last day of the Extension Period
(the "End Date"), which End Date may not be later than the
Maximum Extension Date; provided that our failure to pay interest in
full on any End Date or any Interest Payment Date thereafter that falls
prior to the Maximum Extension Date will be deemed to be a further
deferral of interest payments to the earlier of the next Interest
Payment Date and the Maximum Extension Date.

Notwithstanding the foregoing, in the event that we do not pay
interest in full on any Interest Payment Date and an Extension Period
on the Debentures has not otherwise been commenced in accordance
with the notice provisions described above, such non-payment shall,
if continuing for five days after notice from the Trustee, be deemed to
commence an Extension Period that shall continue until the earlier of
the next succeeding Interest Payment Date and the Maximum
Extension Date and shall not constitute an Event of Default with

2



respect to such Debentures.
To the extent permitted by applicable law, interest on deferred
amounts will accrue during an Extension Period from the first Interest
Payment Date following the Start Date and will be compounded on
subsequent Interest Payment Dates (annually or semi-annually during
the Fixed Rate Period, as applicable, or quarterly during the Floating
Rate Period), at the then applicable rate of interest on the Debentures.
On the Interest Payment Date falling on the End Date, the redemption
date for all outstanding Debentures, or the Maturity Date, as
applicable, we will be obligated to pay all accrued and unpaid
interest, including Additional Interest.

Interest that is not paid on any Debentures on the applicable Interest
Payment Date will bear additional interest ("Additional Interest") at
the then applicable rate per annum for such Debentures, compounded
annually or semi-annually, as applicable, during the Fixed Rate
Period and quarterly during the Floating Rate Period.
Additional Amounts ...............................
Subject to certain exceptions and limitations, we will pay additional
amounts ("Additional Amounts") on the Debentures with respect to
any beneficial owner of the Debentures that is a non-U.S. person to
ensure that each net payment to that non-U.S. person on Debentures
that it beneficially owns will not be less, due to the payment of U.S.
withholding tax, than the amount then otherwise due and payable.
We will not be obligated to make additional payments that exceed the
amount required to do so. For this purpose, a "net payment" on a
Debenture means a payment by us or any paying agent, including
payment of principal and interest, after deduction for any present or
future tax, assessment, or other governmental charge of the U.S.
Additional Amounts will constitute interest on the Debentures.
GE Capital Dividend Restriction ............
We have agreed that if:

·
we shall have, or shall be deemed to have, exercised our option
to defer payments of interest on a series of Debentures, as
described above under "-- Option to Defer Interest Payments",
or

·
there shall have occurred and be continuing an Event of Default
under the Indenture,

then we will not, and will not permit any Subsidiary (as defined
herein) to:

(i) declare or pay dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect
to, any of GE Capital's capital stock (which includes common
and preferred stock);

(ii) make any payment of principal of or interest or premium on or
repurchase or redeem any other subordinated indebtedness of
GE Capital that ranks pari passu with or junior in interest to the
Debentures; or

(iii) make any guaranty payments with respect to any subordinated
guarantee of GE Capital of the indebtedness of any Subsidiary
of GE Capital if such guaranty ranks pari passu with or junior

3



in interest to the Debentures;
provided, however, that during any period, including an Extension
Period, we shall be permitted to: (a) declare or pay dividends or
distributions in Common Stock (as defined herein) of GE Capital,
(b) declare a dividend in connection with the implementation of a
stockholders' rights plan or issue stock under any such plan in the
future or redeem or purchase any such rights pursuant thereto, and (c)
purchase Common Stock related to the issuance of Common Stock or
rights under any of GE Capital's benefit plans for its directors, officers
or employees; and provided further that where debt securities of
different series issued under the Indenture containing a deferral
feature similar to the deferral feature of the Debentures are subject to
Extension Periods terminating at different times or in other
circumstances where the payment of deferred interest cannot be made
simultaneously on all such debt securities (including the Debentures)
subject to an Extension Period, we will be permitted to make
payments of interest due on particular debt securities of each such
series (including the Debentures) at the end of the Extension Period
with respect thereto, but only if the amounts (not yet due and payable)
that will be required to be paid at the close of an Extension Period
with respect to all other series of such debt securities have been
deposited with the Trustee and held for application when such
amounts become due and payable.
In connection with the issuance of the Debentures, General Electric
Company ("GE Company") will covenant that, if GE Capital
declares, pays or makes any dividends, distributions or other
payments to GE Company or any of its Subsidiaries during an
Extension Period or when an Event of Default has occurred and is
continuing, in either case in violation of the restrictions described
above, for so long as such restrictions are in effect and are applicable
to outstanding debt securities issued under the Indenture, GE
Company shall promptly return, or cause the return, to GE Capital of
all such dividends, distributions, and other payments.
Events of Default ....................................
If, at any time, an Event of Default as defined herein occurs and is
continuing under a series of the Debentures, then, unless the principal
of such series of Debentures shall already be due and payable, the
Trustee or the holders of not less than 25% in an aggregate principal
amount of the outstanding Debentures of such series will have the
right to declare the principal amount of all the Debentures of such
series, together with accrued interest, including any Additional
Interest, to be due and payable immediately. Events of Default in
respect of a series of Debentures are limited with respect to such
series of Debentures to (i) default in the payment of any installment of
interest, including any Additional Interest, due and payable (subject to
deferral during any Extension Period) and the continuance of such
non-payment for 30 days, (ii) default in the payment of principal of
any Debenture of such series upon the Maturity Date for such series
and (iii) certain events involving the bankruptcy, insolvency, or
reorganization of GE Capital. See "Description of the Debentures --
Events of Default, Waiver and Notice" herein.
Optional Redemption..............................
Each series of Debentures will be redeemable for cash, at our option,
(i) in whole but not in part, at any time prior to September 15, 2017 at
the applicable make-whole redemption amount set forth under

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