S-4

As filed with the Securities and Exchange Commission on June 3, 2016

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

General Electric Company	GE Capital International Holdings Limited	GE Capital International Funding Company Unlimited Company
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
New York	England and Wales	Ireland
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
3724	6141	6141
(Primary Standard Industrial Classification Code Number)	(Primary Standard Industrial Classification Code Number)	(Primary Standard Industrial Classification Code Number)
14-0689340	Not Applicable	Not Applicable
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)
3135 Easton Turnpike Fairfield, Connecticut 06828-0001 (203) 373-2211	The Ark 201 Talgarth Road London W6 8BJ United Kingdom +44 20 7302 6300	3220 Aviation House Westpark, Shannon County Clare Ireland +353 61 362 322
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)	(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)	(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Christoph A. Pereira

Vice President, Chief Corporate, Securities

and Finance Counsel

3135 Easton Turnpike

Fairfield, Connecticut 06828-0001

(203) 373-2663

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Corey R. Chivers, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
2.342% Senior Notes due 2020	$6,106,952,000	100%	$6,106,952,000	$614,970.07
3.373% Senior Notes due 2025	$1,979,425,000	100%	$1,979,425,000	$199,328.10
4.418% Senior Notes due 2035	$11,464,668,000	100%	$11,464,668,000	$1,154,492.07
Guarantees of 2.342% Senior Notes due 2020(2)	—	—	—	—  (2)
Guarantees of 3.373% Senior Notes due 2025(2)	—	—	—	—  (2)
Guarantees of 4.418% Senior Notes due 2035(2)	—	—	—	—  (2)
Total	$19,551,045,000	100%	$19,551,045,000	$1,968,790.24

(1) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended.

(2) Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is due for guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus may change. GE may not complete the Exchange Offers and the securities being registered may not be exchanged or distributed until the registration statement filed with the U.S. Securities and Exchange Commission of which this prospectus forms a part is effective. This prospectus is not an offer to sell or exchange securities and GE is not soliciting offers to buy or exchange these securities in any jurisdiction where the exchange offer or sale is not permitted.

PRELIMINARY PROSPECTUS

GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY

OFFER TO EXCHANGE ALL OUTSTANDING AND UNREGISTERED

$6,106,952,000 2.342% Senior Notes due 2020

$1,979,425,000 3.373% Senior Notes due 2025

$11,464,668,000 4.418% Senior Notes due 2035

FOR NEWLY-ISSUED, REGISTERED

$6,106,952,000 2.342% Senior Notes due 2020

$1,979,425,000 3.373% Senior Notes due 2025

$11,464,668,000 4.418% Senior Notes due 2035

We are offering to exchange (the “Exchange Offers”), upon the terms and subject to the conditions set forth in this prospectus, all of our outstanding, unregistered 2.342% Senior Notes due 2020 (CUSIP Nos. 36164NFF7 and 36164PFF2; ISINs US36164NFF78 and US36164PFF27) (the “2020 Old Notes”), 3.373% Senior Notes due 2025 (CUSIP Nos. 36164NFG5 and 36164PFG0; ISINs US36164NFG51 and US36164PFG00) (the “2025 Old Notes”) and 4.418% Senior Notes due 2035 (CUSIP Nos. 36164NFH3 and 36164PFH8; ISINs US36164NFH35 and US36164PFH82) (the “2035 Old Notes,” and together with 2020 Old Notes and 2025 Old Notes, the “Old Notes”) that were issued by GE Capital International Funding Company Unlimited Company, formerly GE Capital International Funding Company (the “Issuer”) in a private offering on October 26, 2015 (the “Original Issue Date”), respectively, for our new, registered 2.342% Senior Notes due 2020 (CUSIP No. 36164QMS4; ISIN US36164QMS48) (the “2020 New Notes”), 3.373% Senior Notes due 2025 (CUSIP No. 36164Q6M5; ISIN US36164Q6M56) (the “2025 New Notes”) and 4.418% Senior Notes due 2035 (CUSIP No. 36164QNA2; ISIN US36164QNA21) (the “2035 New Notes,” and together with 2020 New Notes and 2025 New Notes, the “New Notes”). Any references to the “Notes” in this prospectus include the Old Notes and the New Notes, unless the context requires otherwise. The Old Notes are, and the New Notes will be, fully and unconditionally guaranteed by both General Electric Company (“GE”) and GE Capital International Holdings Limited (“GECIHL”) (each a “Guarantor”, and together, the “Guarantors”).

MATERIAL TERMS OF THE EXCHANGE OFFERS

• The Exchange Offers will expire at 5:00 p.m., New York City time, on July 1, 2016, unless extended (such date, as it may be extended, the “Expiration Date”).

• You will receive a like principal amount of New Notes for all Old Notes that you validly tender and do not validly withdraw.

• The terms of the New Notes are substantially identical to the terms of the Old Notes, except that the New Notes will be registered under the Securities Act of 1933, as amended (the “Securities Act”) and certain transfer restrictions, registration rights and additional interest provisions relating to the Old Notes do not apply to the New Notes.

• Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date of the Exchange Offers.

• There has been no public market for the Old Notes and we cannot assure you that any public market for the New Notes will develop.

• If you fail to tender your Old Notes for the New Notes, you will continue to hold securities that have not been registered under the Securities Act and it may be difficult for you to transfer them.

• The only conditions to completing the Exchange Offers are that none of the Exchange Offers violate applicable law or any applicable interpretation of the staff of the U.S. Securities and Exchange Commission (the “SEC”); the registration statement on Form S-4 of which this prospectus forms part shall have been declared effective on or prior to the Effective Date; no injunction, order or decree shall have been issued that would prohibit, prevent or otherwise materially impair our ability to proceed with the Exchange Offers; no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the Exchange Offers; all governmental approvals shall have been obtained which, in our reasonable judgment, are necessary for the consummation of the Exchange Offers; there shall not have been any material change, or development involving a prospective material change, in our business or financial affairs which, in our reasonable judgment, would materially impair our ability to consummate the Exchange Offers; and that there shall not have been proposed, adopted or enacted any law, statute, rule or regulation which, in our reasonable judgment, would materially impair our ability to consummate the Exchange Offers or have a material adverse effect on us if the Exchange Offers were consummated.

• We will not receive any cash proceeds from the Exchange Offers.

RESULTS OF THE EXCHANGE OFFERS

• The New Notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods.

• All outstanding Old Notes have been admitted to the Irish Stock Exchange plc’s (the “Irish Stock Exchange”) Official List and to trading on the Global Exchange Market, which is the exchange-regulated market of the Irish Stock Exchange. Application has been made to the Irish Stock Exchange for the New Notes to be admitted to the Irish Stock Exchange’s Official List and to trading on the Global Exchange Market. The Global Exchange Market is not a regulated market for the purposes of The Markets in Financial Instruments Directive (2004/39/EC).

• All outstanding Old Notes not tendered will continue to be subject to the restrictions on transfer set forth in the Indenture (as defined under “Description of the Notes—General”) governing the Old Notes. In general, outstanding Old Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

We will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by broker-dealers for their own account pursuant to the Exchange Offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offers and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

CONSIDER CAREFULLY THE “RISK FACTORS” BEGINNING ON PAGE 11 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is June 3, 2016

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION		i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		iii
SUMMARY		1
RISK FACTORS		11
RATIO OF EARNINGS TO FIXED CHARGES		12
THE EXCHANGE OFFERS		13
USE OF PROCEEDS		22
DESCRIPTION OF THE NOTES		23
PLAN OF DISTRIBUTION		42
TAX CONSIDERATIONS		43
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		43
CERTAIN UNITED KINGDOM TAX CONSIDERATIONS		44
CERTAIN IRISH TAX CONSIDERATIONS		46
LEGAL MATTERS		52
EXPERTS		52

WHERE YOU CAN FIND MORE INFORMATION

GE is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and files with the SEC the required Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You may read and copy any document GE files at the SEC’s public reference room in Washington, D.C. at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. GE’s SEC filings are also available to the public from the SEC’s website at www.sec.gov.

GE’s common stock is listed on the New York Stock Exchange (“NYSE”) and trades under the symbol “GE.”

GE incorporates by reference into this prospectus certain documents GE has filed with the SEC, which means that GE can disclose important information to you by referring you to those documents.

In addition, later information that GE files with the SEC will automatically update and supersede that information as well as the information contained in this prospectus. The information incorporated by reference is an important part of this prospectus.

GE incorporates by reference the documents listed below and any filings made by GE with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus to the date that the Exchange Offers are terminated or expire (except for information in these documents or filings that is deemed “furnished” to the SEC).

• Annual Report on Form 10-K of GE for the year ended December, 31, 2015, as updated by Current Report on Form 8-K of GE filed June 3, 2016;

• Definitive Proxy Statement of GE on Schedule 14A filed on March 14, 2016;

• Quarterly Report on Form 10-Q of GE for the quarter ended March 31, 2016, as updated by Current Report on Form 8-K of GE filed June 3, 2016; and

• Current Reports on Form 8-K of GE filed January 20, 2016, January 22, 2016, January 26, 2016, February 3, 2016, April 22, 2016 and April 29, 2016.

You may request a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:

General Electric Company

3135 Easton Turnpike

Fairfield, Connecticut 06828

Attn: Investor Communications

(203) 373-2211

You should read this entire prospectus (including the information incorporated by reference) and any amendments or supplements carefully before making your decision regarding appraisal rights.

No person has been authorized to give any information or to make any representation other than those contained in this prospectus, and, if given or made, any information or representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy these securities in any circumstances in which this offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus.

i

We have not authorized any dealer, salesperson, or other person to give any information or represent anything to you other than the information contained in this prospectus or the letter of transmittal. You must not rely on unauthorized information or representations.

This prospectus and the letter of transmittal do not offer to sell or ask you to buy any securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.

The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct—nor do we imply those things by delivering this prospectus or selling securities to you.

In order to ensure timely delivery of the requested documents, requests should be made no later than five business days before the Expiration Date, as applicable, which date, for the avoidance of doubt, shall be June 24, 2016, unless the Exchange Offers are extended or terminated.

Except as described above or elsewhere in this registration statement, no other information is incorporated by reference in this prospectus (including, without limitation, information on our website).

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains “forward-looking statements”—that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.”

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Exchange Offers; our announced plan to reduce the size of our financial services businesses, including expected cash and non-cash charges associated with this plan and earnings per share of GE Capital’s retained businesses; expected income; earnings per share; revenues; organic growth; growth of our digital business; margins; cost structure; restructuring charges; cash flows; return on capital; capital expenditures, capital allocation or capital structure; dividends; and the split between Industrial and Capital earnings.

For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:

• obtaining (or the timing of obtaining) any required regulatory reviews or approvals or any other consents or approvals associated with our announced plan to reduce the size of our financial services businesses;

• our ability to complete incremental asset sales as part of that plan in a timely manner (or at all) and at the prices we have assumed;

• our ability to reduce costs as we execute that plan;

• changes in law, economic and financial conditions, including interest and exchange rate volatility, commodity and equity prices and the value of financial assets, including the impact of these conditions on our ability to sell or the value of incremental assets to be sold as part of our announced plan to reduce the size of our financial services businesses as well as other aspects of that plan;

• the impact of conditions in the financial and credit markets on the availability and cost of GE Capital Global Holdings, LLC’s (“GE Capital”) funding, and GE Capital’s exposure to counterparties;

• the impact of conditions in the housing market and unemployment rates on the level of commercial credit defaults;

• pending and future mortgage loan repurchase claims and other litigation claims and investigations in connection with WMC, which may affect our estimates of liability, including possible loss estimates;

• our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so;

• the adequacy of our cash flows and earnings and other conditions, which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels;

• GE Capital’s ability to pay dividends to GE at the planned level, which may be affected by GE Capital’s cash flows and earnings, financial services regulation and oversight, and other factors;

• our ability to convert pre-order commitments/wins into orders/bookings;

• the price we realize on orders/bookings since commitments/wins are stated at list prices;

• customer actions or developments such as early aircraft retirements or reduced energy demand and other factors that may affect the level of demand and financial performance of the major industries and customers we serve;

• the effectiveness of our risk management framework;

iii

• the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation and litigation;

• our capital allocation plans, as such plans may change including with respect to the timing and size of share repurchases, acquisitions, joint ventures, dispositions and other strategic actions;

• our success in completing, including obtaining regulatory approvals for, announced transactions, such as the Appliances disposition and our announced plan and transactions to reduce the size of our financial services businesses;

• our success in integrating acquired businesses and operating joint ventures;

• our ability to realize anticipated earnings and savings from announced transactions, acquired businesses and joint ventures;

• the impact of potential information technology or data security breaches; and

• the other factors that are described in “Risk Factors” in GE’s Annual Report filed on Form 10-K for the year ended December 31, 2015, as such descriptions may be updated or amended in any future report GE files with the SEC.

These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements. This document includes (including the documents incorporated by reference) certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.

iv

SUMMARY

The following summary highlights selected information from this prospectus and does not contain all of the information that you should consider before participating in the Exchange Offers. You should read this entire prospectus as well as the information incorporated by reference in this prospectus. For further information about us, see “Where You Can Find More Information.”

General Electric Company

GE, a New York corporation, is a global digital industrial company, transforming industry with software-defined machines and solutions that are connected, responsive and predictive. With products and services ranging from aircraft engines, power generation and oil and gas production equipment to medical imaging, financing and industrial products, GE serves customers in approximately 180 countries and employs approximately 333,000 people worldwide. Since its incorporation in 1892, GE has developed or acquired new technologies and services that have considerably broadened and changed the scope of its activities.

GE’s address is 1 River Road, Schenectady, NY, 12345-6999 and our telephone number is (518) 385-2211; we also maintain executive offices at 3135 Easton Turnpike, Fairfield, CT 06828-0001 and our telephone number there is (203) 373-2211.

Reorganization of GE’s Business

On December 3, 2015, GE completed the previously announced realignment and reorganization (the “Reorganization”) of the businesses of General Electric Capital Corporation (“GECC”). The Reorganization was effected as part of GE’s plan announced on April 10, 2015 (the “GE Capital Exit Plan”) to reduce the size of its financial services businesses through the sale of most of GECC’s assets and to focus on continued investment and growth in GE’s industrial businesses.

The Reorganization included the following transactions, among others:

• GE separated GECC’s international and U.S. operations;

• GECC’s international operations were consolidated under GECIHL, a U.K.-based international holding company, which has a separate capital structure and is supervised by the U.K. Prudential Regulation Authority;

• Effective December 2, 2015, GECC merged with and into GE;

• Effective December 3, 2015, GECIHL assumed the guarantee originally provided by GECC of the notes (including the Old Notes) issued by the Issuer in the exchange offers completed on the Original Issue Date. Such notes (including the Old Notes) continue to be, and the New Notes will be, guaranteed by GE; and

• GECIHL became the holding company of four foreign financing companies (the “Foreign Fundcos”) that have been used to finance GECC’s operations (i.e., GE Capital Australia Funding Pty Ltd, GE Capital Canada Funding Company, GE Capital UK Funding and GE Capital European Funding), and provided a guarantee of the outstanding debt obligations of the Foreign Fundcos, which also continue to be guaranteed by GE.

Upon completion of the Reorganization, the Issuer became a finance subsidiary of GECIHL.

1

Summary of the Exchange Offers

You should read the discussions under the headings “The Exchange Offers” and “Description of the Notes” for further information regarding the New Notes.

Registration Rights Agreement On October 26, 2015, we issued $6,106,952,000 in aggregate principal amount of our 2.342% Senior Notes due 2020, $1,979,425,000 in aggregate principal amount of our 3.373% Senior Notes due 2025 and $11,464,668,000 in aggregate principal amount of our 4.418% Senior Notes due 2035. We entered into a registration rights agreement for the benefit of the holders of the Old Notes, pursuant to which you are entitled to exchange Old Notes for New Notes as described in this prospectus. You are entitled to exchange your Old Notes in the Exchange Offers for New Notes with substantially identical terms, except that the New Notes will be registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the Old Notes do not apply to the New Notes. Unless you are a broker-dealer or unable to participate in the Exchange Offers, we believe that the New Notes to be issued in the Exchange Offers may be resold by you without compliance with the registration and prospectus delivery requirements of the Securities Act.

The Exchange Offers We are offering to exchange $1,000 principal amount of our 2.342% Senior Notes due 2020, 3.373% Senior Notes due 2025 and 4.418% Senior Notes due 2035, which have been registered under the Securities Act, respectively, for each $1,000 principal amount of 2.342% Senior Notes due 2020, 3.373% Senior Notes due 2025 and 4.418% Senior Notes due 2035 that were issued on October 26, 2015 and have not been so registered.

In order to be exchanged, Old Notes must be properly tendered and accepted. All Old Notes that are validly tendered and not validly withdrawn will be exchanged.

As of this date, there are $6,106,952,000 aggregate principal amount of our unregistered 2.342% Senior Notes due 2020, $1,979,425,000 aggregate principal amount of our unregistered 3.373% Senior Notes due 2025 and $11,464,668,000 aggregate principal amount of our unregistered 4.418% Senior Notes due 2035 outstanding.

The New Notes to be issued to you in the Exchange Offers will be delivered promptly following the Expiration Date.

Resales of the New Notes We believe that the New Notes to be issued in the Exchange Offers may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if, but only if, you meet the following conditions:

(1) the New Notes to be issued to you in the Exchange Offers are acquired in the ordinary course of your business;

2

(2) at the time of the commencement of the Exchange Offers you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes to be issued to you in the Exchange Offers in violation of the Securities Act;

(3) you are not an affiliate (as defined in Rule 405 promulgated under the Securities Act) of us;

(4) if you are a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of the New Notes to be issued to you in the Exchange Offers;

(5) if you are a participating broker-dealer that will receive New Notes for its own account in exchange for the Old Notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus in connection with any resale of the New Notes; and

(6) you are not acting on behalf of any persons or entities who could not truthfully make the foregoing representations.

Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us. The staff has not considered this Exchange Offers in the context of a no-action letter, and we cannot assure you that the staff would make a similar determination with respect to this Exchange Offers.

If you do not meet the above conditions, you may not participate in the Exchange Offers or sell, transfer or otherwise dispose of any Old Notes unless (i) they have been registered for resale by you under the Securities Act and you deliver a “resale” prospectus meeting the requirements of the Securities Act or (ii) you sell, transfer or otherwise dispose of the New Notes in accordance with an applicable exemption from the registration requirements of the Securities Act.

Each broker-dealer that is issued New Notes in the Exchange Offers for its own account in exchange for Old Notes that were acquired by that broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any of its resales of those New Notes. A broker-dealer may use this prospectus to offer to resell, resell or otherwise transfer those New Notes.

Expiration Date The Exchange Offers will expire at 5:00 p.m., New York City time, on July 1, 2016, unless we decide to extend the Exchange Offers.

Conditions to the Exchange Offers The only conditions to completing the Exchange Offers are that:

(1) none of the Exchange Offers violate applicable law or any applicable interpretation of the staff of the SEC;

(2) the registration statement on Form S-4 of which this prospectus forms part shall have been declared effective on or prior to the Effective Date;

3

(3) no injunction, order or decree shall have been issued that would prohibit, prevent or otherwise materially impair our ability to proceed with the Exchange Offers;

(4) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the Exchange Offers;

(5) all governmental approvals shall have been obtained which, in our reasonable judgment, are necessary for the consummation of the Exchange Offers;

(6) there shall not have been any material change, or development involving a prospective material change, in our business or financial affairs which, in our reasonable judgment, would materially impair our ability to consummate the Exchange Offers; and

(7) that there shall not have been proposed, adopted or enacted any law, statute, rule or regulation which, in our reasonable judgment, would materially impair our ability to consummate the Exchange Offers or have a material adverse effect on us if the Exchange Offers was consummated.

See “The Exchange Offers—Conditions.”

Procedures for Tendering Old Notes Held in the Form of Book-Entry Interests The Old Notes were issued as global securities in fully registered form. Beneficial interests in the Old Notes, held by participants in The Depository Trust Company (“DTC”), are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

If you hold your Old Notes in the form of book-entry interests and you wish to tender your Old Notes for exchange pursuant to the Exchange Offers, you must transmit to The Bank of New York Mellon, as Exchange Agent (the “Exchange Agent”), on or prior to the Expiration Date, either:

• a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to the Exchange Agent at the address set forth on the cover page of the letter of transmittal; or

• a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and received by the Exchange Agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal.

4

In addition, in order to deliver Old Notes held in the form of book-entry interests:

• a timely confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC pursuant to the procedure for book-entry transfers described under “The Exchange Offers—Book-Entry Transfer” must be received by the Exchange Agent prior to the Expiration Date; or

• you must comply with the guaranteed delivery procedures described below.

A form of letter of transmittal accompanies this prospectus. By executing the letter of transmittal or delivering a computer-generated message through DTC’s Automated Tender Offer Program system, you will represent to us that, among other things:

• the New Notes to be issued to you in the Exchange Offers are acquired in the ordinary course of your business;

• at the time of the commencement of the Exchange Offers you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes to be issued to you in the Exchange Offers in violation of the Securities Act;

• you are not an affiliate (as defined in Rule 405 promulgated under the Securities Act) of us;

• if you are a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of the New Notes to be issued to you in the Exchange Offers;

• if you are a participating broker-dealer that will receive New Notes for its own account in exchange for the Old Notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus in connection with any resale of the New Notes; and

• you are not acting on behalf of any persons or entities who could not truthfully make the foregoing representations.

Procedures for Tendering Certificated Old Notes No definitive certificated notes are issued and outstanding as of the date of this prospectus, other than multiple global notes for each tranche issued to and held by DTC. If you acquire certificated Old Notes prior to the expiration of the Exchange Offers, you must tender your certificated Old Notes in accordance with the procedures described in this prospectus under the heading “The Exchange Offers—Procedures for Tendering—Certificated Old Notes.”

Guaranteed Delivery Procedures If you wish to tender your Old Notes and:

(1) they are not immediately available;

5

(2) time will not permit your Old Notes or other required documents to reach the Exchange Agent before the expiration of the Exchange Offers; or

(3) you cannot complete the procedure for book-entry transfer on a timely basis,

you may tender your Old Notes in accordance with the guaranteed delivery procedures set forth in “The Exchange Offers—Procedures for Tendering—Guaranteed Delivery Procedures.”

Acceptance of Old Notes and Delivery of New Notes Except under the circumstances described above under “Conditions to the Exchange Offers,” we will accept for exchange any and all Old Notes which are properly tendered in the Exchange Offers prior to 5:00 p.m., New York City time, on the Expiration Date. The New Notes to be issued to you in the Exchange Offers will be delivered promptly following the Expiration Date. See “The Exchange Offers— Procedures for Tendering.”

Withdrawal Rights You may withdraw the tender of your Old Notes at any time prior to 5:00 p.m., New York City time, on the Expiration Date. We will return to you any Old Notes not accepted for exchange for any reason without expense to you as promptly as we can after the expiration or termination of the Exchange Offers.

Consequences of Failure to Exchange If you do not participate in the Exchange Offers, upon completion of the Exchange Offers, the liquidity of the market for your Old Notes could be adversely affected.

See “The Exchange Offers—Consequences of Failure to Exchange.”

Interest on the Exchange Notes and the Old Notes The New Notes will bear interest from the most recent interest payment date on which interest has been paid on the corresponding Old Notes or, if no interest has been paid on such Old Notes, from the Original Issue Date. Holders whose Old Notes are accepted for exchange will be deemed to have waived the right to receive interest accrued on the corresponding Old Notes.

Federal Income Tax Considerations The exchange of Old Notes for New Notes will not be a taxable event for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations.”

Exchange Agent The Bank of New York Mellon is serving as the Exchange Agent in connection with the Exchange Offers.

6

Summary of the Terms of the New Notes

The following summary contains basic information about the New Notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the Notes, please refer to the section of this prospectus entitled “Description of the Notes.”

Issuer GE Capital International Funding Company Unlimited Company, a public unlimited company existing under the Companies Act 2014 of Ireland.

Guarantees The Issuer’s obligations pursuant to each tranche of New Notes will be fully, irrevocably and unconditionally guaranteed, on a senior unsecured basis, by each of GE and GECIHL as described in “Description of the Notes—Guarantees.”

Securities Offered The New Notes offered in the Exchange Offers will consist of:

• $6,106,952,000 aggregate principal amount of 2.342% Senior Notes due 2020

• $1,979,425,000 aggregate principal amount of 3.373% Senior Notes due 2025

• $11,464,668,000 aggregate principal amount of 4.418% Senior Notes due 2035.

Maturity Date The New Notes will have the following maturity dates:

• 2020 New Notes November 15, 2020;

• 2025 New Notes November 15, 2025; and

• 2035 New Notes November 15, 2035.

Interest Rates The New Notes will bear interest at the following rates per annum:

• 2020 New Notes: at the rate per annum of 2.342%;

• 2025 New Notes: at the rate per annum of 3.373%; and

• 2035 New Notes: at the rate per annum of 4.418%.

Interest Payment Dates The New Notes will have the following interest payment dates:

• 2020 New Notes: May 15 and November 15 of each year, commencing on November 15, 2016;

• 2025 New Notes: May 15 and November 15 of each year, commencing on November 15, 2016; and

• 2035 New Notes: May 15 and November 15 of each year, commencing on November 15, 2016.

Optional Redemption or Repayment Each tranche of New Notes may be redeemed if, as a result of a change in law, we are required to pay any additional amounts

7

described herein. Any such redemption would be made at a redemption price of 100% of the principal amount thereof, together with accrued and unpaid interest through the redemption date. See “Description of the Notes—Optional Redemption—Tax Redemption.”

The 2020 New Notes and the 2025 New Notes, as the case may be, may be redeemed, at our option, as a whole or in part, at any time and from time to time, at the applicable “make-whole” price described under “Description of the Notes—Optional Redemption—Optional Redemption of 2020 Notes and 2025 Notes.”

Payment of Additional Amounts All payments of principal and interest by or on behalf of the Issuer or any Guarantor in respect of each tranche of the New Notes will be made without withholding or deduction for, or on account of, taxes or charges imposed or levied by or on behalf of the United States, Ireland, the United Kingdom or any relevant Taxing Jurisdiction (as defined under “Description of the Notes—Payment of Additional Amounts”) of the Issuer (or, if and for so long as a Guarantor is required to make payments under a Guarantee, such Guarantor), unless the withholding or deduction of such tax or charge is required by law. In the event that such withholding or deduction is so required, the Issuer (or, if applicable, a Guarantor) will, subject to certain exceptions and limitations, pay such Additional Amounts (as defined herein) as may be necessary in order that every net payment of the principal of and interest, including original issue discount, on such New Note and any other amounts payable on such New Note to the holder thereof after such withholding or deduction will not be less than the amount provided for in such New Note (or, if applicable, such Guarantee) to be then due and payable.

See “Description of the Notes—Payment of Additional Amounts.”

Ranking Each tranche of New Notes will be unsecured obligations of the Issuer and will rank equally with all of the Issuer’s other existing and future senior unsecured debt.

The Guarantees of each tranche of New Notes will be unsecured obligations of each Guarantor and will rank equally with all such Guarantor’s other existing and future senior unsecured debt.

Form of New Notes The New Notes to be issued in the Exchange Offers will be represented by one or more global securities deposited with The Bank of New York Mellon for the benefit of DTC. You will not receive New Notes in certificated form unless one of the events set forth under the heading “Description of the Notes—Form of New Notes” occurs. Instead, beneficial interests in the New Notes to be issued in the Exchange Offers will be shown on, and transfer of these interests will be effected only through, records maintained in book-entry form by DTC with respect to its participants.

8

Listing Application has been made to the Irish Stock Exchange for the Old Notes to be admitted to the Irish Stock Exchange’s Official List and to trading on the Global Exchange Market, which is the exchange-regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of The Markets in Financial Instruments Directive (2004/39/EC).

Risk Factors Please refer to “Risk Factors” and other information included or incorporated by reference in this prospectus for a discussion of factors you should consider carefully.

Governing Law All Notes, along with the Indenture and the Guarantees, will be governed by and construed in accordance with the laws of the State of New York.

Trustee The Bank of New York Mellon

Use of Proceeds We will not receive any cash proceeds upon completion of the Exchange Offers.

9

Selected Historical Financial Data

The following table sets forth GE’s selected historical consolidated financial information. The selected historical consolidated financial information as of and for the three months ended March 31, 2016 and 2015 is unaudited and has been derived from GE’s unaudited historical consolidated financial statements and related notes included in GE’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, as updated by GE’s Current Report on Form 8-K filed on June 3, 2016, which is incorporated by reference into this prospectus. The selected historical consolidated financial information as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 has been derived from GE’s historical consolidated financial statements, which have been audited by KPMG LLP and are included in GE’s Annual Report on Form 10-K for the year ended December 31, 2015, as updated by GE’s Current Report on Form 8-K filed on June 3, 2016, which is incorporated by reference into this prospectus. The selected historical consolidated financial information at December 31, 2013, 2012 and 2011 and for the years ended December 31, 2013 and 2012 has been derived from GE’s selected financial data table included in GE’s Annual Report on Form 10-K for the year ended December 31, 2015, which is incorporated by reference into this prospectus.

The data shown below are not necessarily indicative of results to be expected for any future period. You should read the following information together with GE’s consolidated financial statements and the notes related thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in GE’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, as updated by GE’s Current Report on Form 8-K filed on June 3, 2016, and GE’s Annual Report on Form 10-K for the year ended December 31, 2015, as updated by GE’s Current Report on Form 8-K filed on June 3, 2016, which are incorporated by reference into this prospectus.

	For the Three Months Ended March 31,						At and for the Years Ended December 31,
(in millions, except for per share amounts)	2016			2015			2015			2014		2013		2012		2011
General Electric Company and Consolidated Affiliates
Revenues and other income	$	27,845		$	26,239		$	117,386		$	117,184	$	113,245	$	112,588	$	110,062
Earnings (loss) from continuing operations attributable to the Company		499			(4,548	)		1,681			9,535		7,618		8,646		9,113
Earnings (loss) from discontinued operations, net of taxes, attributable to the Company		(308	)		(9,025	)		(7,807	)		5,698		5,439		4,995		5,039
Net earnings (loss) attributable to the Company		191			(13,573	)		(6,126	)		15,233		13,057		13,641		14,152
Per common share
Earnings (loss) from continuing operations—diluted		0.02			(0.45	)		0.17			0.94		0.74		0.82		0.76
Earnings (loss) from discontinued operations—diluted		(0.03	)		(0.90	)		(0.78	)		0.56		0.53		0.47		0.47
Net earnings (loss)—diluted		(0.01	)		(1.35	)		(0.61	)		1.50		1.27		1.29		1.23
Earnings (loss) from continuing operations—basic		0.02			(0.45	)		0.17			0.95		0.74		0.82		0.76
Earnings (loss) from discontinued operations—basic		(0.03	)		(0.90	)		(0.78	)		0.57		0.53		0.47		0.48
Net earnings (loss)—basic		(0.01	)		(1.35	)		(0.62	)		1.51		1.28		1.29		1.24
Dividends declared		0.23			0.23			0.92			0.89		0.79		0.70		0.61
Cash and equivalents		75,075						70,483			70,025		79,175		68,225		77,018
Total assets of continuing operations		380,578						371,741			331,425		333,896		339,725		349,103
Total assets		462,193						492,692			654,954		663,247		691,492		723,907
Long-term borrowings		132,187						145,301			186,596		217,516		229,479		236,003

10

RISK FACTORS

You should consider carefully the following risks relating to the Exchange Offers and the New Notes, together with the risks and uncertainties discussed under “Cautionary Statement Regarding Forward-Looking Information” and the risk factors incorporated by reference in this prospectus (including, those risk factors set out in GE’s Annual Report on Form 10-K for the year ended December 31, 2015) before tendering your Old Notes in the Exchange Offers and investing in the New Notes. In addition, there are risks relating to the New Notes not disclosed below that are common to holding any Issuer, GE or GECIHL debt, including risks relating to the Old Notes that you currently hold.

Risks Relating to the Exchange Offers

Your Old Notes will not be accepted for exchange if you fail to follow the procedures for the Exchange Offers.

We will not accept your Old Notes for exchange if you do not follow the procedures for the Exchange Offers. We will issue New Notes as part of the Exchange Offers only after a timely receipt of your Old Notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you wish to tender your Old Notes, please allow sufficient time to ensure timely delivery. If we do not receive your Old Notes, letter of transmittal and other required documents by the time of expiration of the Exchange Offers, we will not accept your Old Notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of Old Notes for exchange. If there are defects or irregularities with respect to your tender of Old Notes, we will not accept your Old Notes for exchange.

If you do not exchange your Old Notes, there will be restrictions on your ability to resell your Old Notes and the liquidity of such Old Notes could be adversely affected upon completion of the Exchange Offers.

Following the Exchange Offers, Old Notes that you do not tender or that we do not accept will be subject to transfer restrictions and will not have any further registration rights. Absent registration, any untendered Old Notes may therefore be offered or sold only in transactions that are not subject to, or that are exempt from, the registration requirements of the Securities Act and applicable state securities laws. Therefore, the liquidity of Old Notes not tendered in the Exchange Offers could be adversely affected upon completion of the Exchange Offers.

An active trading market may not develop for the New Notes.

The New Notes are a new issue of securities, and there is no established trading market for the New Notes. An active trading market for the New Notes may not develop, in which case the market price and liquidity of the New Notes may be adversely affected. In addition, you may not be able to sell your New Notes at a particular time or at a price favorable to you. Future trading prices of the New Notes will depend on many factors, including prevailing interest rates, our results of operations and financial condition, political and economic developments, the market for similar securities, and the other factors described in this prospectus under “Risk Factors” and the risk factors incorporated by reference in this prospectus. It is possible that the market for the New Notes will be subject to disruptions. A disruption may have a negative effect on you as a holder of the New Notes, regardless of our prospects or performance.

Some holders who exchange their Old Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your Old Notes in the Exchange Offers for the purpose of participating in a distribution of the New Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

11

RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth GE’s ratio of earnings to fixed charges for the periods presented.

Three Months Ended March 31, 2016

Years Ended December 31,

2015

2014

2013

2012

2011

Ratio of Earnings to Fixed Charges(1)

1.10x

1.90x

1.98x

1.85x

1.66x

1.86x

⁽¹⁾  In the above calculations, earnings for all periods consist of earnings before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees. Earnings are also adjusted to add amounts charged to consolidated expenses of GE and its consolidated affiliates during the period for all interest and other financial charges (including interest on tax deficiencies and interest on discontinued operations) and an amount representative of the interest factor in rentals (for this purpose, the interest factor is assumed to be one-third of rental expense). Fixed charges consist of all interest and other financial charges, including capitalized interest, and one-third of rental expense for companies included in the consolidated group.

12

THE EXCHANGE OFFERS

Purpose and Effect

The Issuer issued $34,819,042,000 in aggregate principal amount of Old Notes on the Old Issue Date (including $15,267,997,000 in aggregate principal amount of 0.964% Senior Notes due 2016 (the “2016 USD Old Notes”), £778,360,000 in aggregate principal amount of 1.363% Senior Notes due 2016 (the “2016 GBP Old Notes”), $6,106,952,000 in aggregate principal amount of 2.342% Senior Notes due 2020, $1,979,425,000 in aggregate principal amount of 3.373% Senior Notes due 2025 and $11,464,668,000 in aggregate principal amount of 4.418% Senior Notes due 2035), in transactions exempt from registration under the Securities Act. In connection with each of the issuances, the Issuer, GE and GECIHL entered into a registration rights agreement with respect to the Old Notes and the 2016 USD Old Notes. The 2016 USD Old Notes matured on April 15, 2016. The 2016 GBP Old Notes were not entitled to registration rights. The registration rights agreement requires that we file a registration statement under the Securities Act with respect to the New Notes to be issued in the Exchange Offers and, upon the effectiveness of the registration statement, offer to you the opportunity to exchange your Old Notes for a like principal amount of New Notes. Except as set forth below, these New Notes will be issued without a restrictive legend and, we believe, may be reoffered and resold by you without registration under the Securities Act. After we complete the Exchange Offers, our obligations with respect to the registration of the Old Notes and the New Notes will terminate, except as provided in the last paragraph of this section. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. Notwithstanding anything to the contrary set forth in this prospectus, the Exchange Offers are not being made to you, and you may not participate in the Exchange Offers, if (a) you are our “affiliate” within the meaning of Rule 405 of the Securities Act or (b) you are a broker- dealer that acquired Old Notes directly from us.

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties unrelated to us, we believe that New Notes to be issued to you in the Exchange Offers may be offered for resale, resold and otherwise transferred by you, without compliance with the registration and prospectus delivery provisions of the Securities Act, unless you are a broker-dealer that receives New Notes in exchange for Old Notes acquired by you as a result of market-making activities or other trading activities. This interpretation, however, is based on your representation to us that:

(1) the New Notes to be issued to you in the Exchange Offers are acquired in the ordinary course of your business;

(2) at the time of the commencement of the Exchange Offers you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes to be issued to you in the Exchange Offers in violation of the Securities Act;

(3) you are not an affiliate (as defined in Rule 405 promulgated under the Securities Act) of us;

(4) if you are a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of the New Notes to be issued to you in the Exchange Offers;

(5) if you are a participating broker-dealer that will receive New Notes for its own account in exchange for the Old Notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus in connection with any resale of the New Notes; and

(6) you are not acting on behalf of any persons or entities who could not truthfully make the foregoing representations.

If you have any of the disqualifications described above or cannot make each of the representations set forth above, you may not rely on the interpretations by the staff of the SEC referred to above. Under those circumstances, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a sale, transfer or other disposition of any notes unless you are able to utilize an applicable

13

exemption from all of those requirements. In addition, each broker-dealer that receives New Notes in the Exchange Offers for its own account in exchange for Old Notes that were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of those New Notes. See “Plan of Distribution.”

In the event that, prior to the completion of the Exchange Offers, the existing SEC staff interpretations are changed such that the New Notes would not in general be freely transferable at the consummation of the Exchange Offers, we will, at our cost, file a registration statement under the Securities Act covering continuous resales of the Old Notes (the “shelf registration statement”) described in the registration rights agreement.

We will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom the shelf registration was filed, copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take other actions as are required to permit unrestricted resales of the Old Notes. A holder selling Old Notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to applicable civil liability provisions under the Securities Act in connection with sales of that kind and will be bound by the provisions of the registration rights agreement which are applicable to that holder (including certain indemnification obligations). Holders of the Old Notes will be required to deliver certain information to be used in connection with the shelf registration statement in order to have their Notes included in the shelf registration statement.

If:

• we fail to complete the exchange offers of the Old Notes for New Notes within 390 days of the Original Issue Date;

• a shelf registration statement is required to be filed and is not effective within 390 days of the Original Issue Date; or

• any registration statement required by the registration rights agreement is filed and declared effective but is withdrawn by us or ceases to be effective except as permitted by the registration rights agreement (each event referred to in this and the foregoing clauses, a “registration default”),

then additional interest (“Additional Interest”) will accrue on the principal amount of outstanding Old Notes, which have not been exchanged or disposed of pursuant to a registration statement, from and including the date on which such registration default shall occur to the date on which all registration defaults have been cured or, if earlier, the second anniversary of the Original Issue Date. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of the registration default and shall increase by 0.25% per annum at the end of the 90-day period, but in no event shall the rate exceed 0.50% per annum.

Consequences of Failure to Exchange

After we complete the Exchange Offers, if you have not tendered your Old Notes, you will not have any further registration rights, except as set forth above. Your Old Notes will continue to be subject to restrictions on transfer. Therefore, the liquidity of the market for your Old Notes could be adversely affected upon completion of the Exchange Offers if you do not participate in the Exchange Offers.

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all Old Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date. We will issue $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of Old Notes accepted in the Exchange Offers. However, no note of $200,000 in principal amount or less shall be exchanged in part. You may tender some or all of your Old Notes pursuant to the Exchange Offers. However, Old Notes may be tendered only in integral multiples of $1,000 principal amount.

14

New holders of New Notes issued in the Exchange Offers on the relevant record dates for the first interest payment date following the consummation of the Exchange Offers will receive interest accruing from the most recent date on which interest has been paid on the corresponding Old Notes or, if no interest has been paid on such Old Notes, from the Original Issue Date. Holders of New Notes will not receive any payment in respect of accrued interest on corresponding Old Notes otherwise payable on any interest payment date, the record date for which occurs on or after the consummation of the Exchange Offers. Under the registration rights agreement, we may be required to make payments of Additional Interest to the holders of the Old Notes under circumstances relating to the timing of the Exchange Offers.

The terms of the New Notes are substantially identical to the terms of the Old Notes, except that the New Notes will be registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the Old Notes do not apply to the New Notes. The New Notes will be issued pursuant to, and entitled to the benefits of, the Indenture. The Indenture also governs the Old Notes. The New Notes and the Old Notes will constitute a single series of notes under the Indenture.

This prospectus, together with the letter of transmittal, is being sent to all registered holders and to others believed to have beneficial interests in the Old Notes. You do not have any appraisal or dissenters’ rights in connection with the Exchange Offers under the New York Business Corporation Law (the “NYBCL”) or the Indenture. We intend to conduct the Exchange Offers in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

We will be deemed to have accepted validly tendered Old Notes when, as, and if we have given oral or written notice of our acceptance to the Exchange Agent. The Exchange Agent will act as our agent for the tendering holders for the purpose of receiving the New Notes from us. If we do not accept any tendered notes because of an invalid tender, the occurrence of other events set forth in this prospectus or otherwise, we will return certificates for any unaccepted Old Notes, without expense, to the tendering holder as promptly as practicable after the Expiration Date.

You will not be required to pay brokerage commissions or fees or, except as set forth below under “—Transfer Taxes,” transfer taxes with respect to the exchange of your Old Notes in the Exchange Offers. We will pay all charges and expenses, other than applicable taxes, in connection with the Exchange Offers. See “—Fees and Expenses” below.

Expiration Date; Amendments

The Exchange Offers will expire at 5:00 p.m., New York City time, on July 1, 2016, unless we determine, in our sole discretion, to extend the Exchange Offers, in which case, it will expire at the later date and time to which it is extended. If we extend the Exchange Offers, we will give oral or written notice of the extension to the Exchange Agent and give each registered holder notice by means of a press release or other public announcement of any extension prior to 9:00 a.m., New York City time, on the next business day after the scheduled Expiration Date.

We also reserve the right, in our sole discretion,

(1) subject to applicable law, to extend the Exchange Offers and delay accepting any Old Notes or, if any of the conditions set forth below under “—Conditions” have not been satisfied or waived, to terminate the Exchange Offers by giving oral or written notice of the delay or termination to the Exchange Agent, or

(2) to amend the terms of the Exchange Offers in any manner, by complying with Rule 14e-1(d) under the Exchange Act to the extent that rule applies. If we make any material amendment to the terms of the Exchange Offers or waive any material condition, we will keep the Exchange Offers open for at least five (5) business days after we notify you of such change or waiver. If we make a material change to the terms of the Exchange Offers, it may be necessary for us to provide you with an amendment to this prospectus reflecting that change. We may only delay, terminate or amend the offer prior to its expiration.

15

We acknowledge and undertake to comply with the provisions of Rule 14e-l(c) under the Exchange Act, which requires us to return the Old Notes surrendered for exchange promptly after the termination or withdrawal of the Exchange Offers. We will notify you as promptly as we can of any extension, termination or amendment.

Procedures for Tendering

Book-Entry Interests

The Old Notes were issued as global securities in fully registered form. Beneficial interests in the Old Notes, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

If you hold your Old Notes in the form of book-entry interests and you wish to tender your Old Notes for exchange pursuant to the Exchange Offers, you must transmit to the Exchange Agent on or prior to the Expiration Date either:

(1) a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to the Exchange Agent at the address set forth on the cover page of the letter of transmittal; or

(2) a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and received by the Exchange Agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal.

In addition, in order to deliver Old Notes held in the form of book-entry interests:

(1) a timely confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC pursuant to the procedure for book-entry transfers described below under “—Book-Entry Transfer” must be received by the Exchange Agent prior to the Expiration Date; or

(2) you must comply with the guaranteed delivery procedures described below.

The method of delivery of Old Notes and the letter of transmittal and all other required documents to the Exchange Agent is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. You should not send the letter of transmittal or Old Notes to us. You may request your broker, dealer, commercial bank, trust company, or nominee to effect the above transactions for you.

Certificated Old Notes

Only registered holders of certificated Old Notes may tender those notes in the Exchange Offers. If your Old Notes are certificated notes and you wish to tender those notes for exchange pursuant to the Exchange Offers, you must transmit to the Exchange Agent, on or prior to the Expiration Date, a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other required documents, to the address set forth below under “—Exchange Agent.” In addition, in order to validly tender your certificated Old Notes:

(1) the certificates representing your Old Notes must be received by the Exchange Agent prior to the Expiration Date; or

(2) you must comply with the guaranteed delivery procedures described below.

Procedures Applicable to All Holders

If you tender an Old Note and you do not withdraw the tender prior to the Expiration Date, you will have made an agreement with us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

16

If your Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Old Notes, either make appropriate arrangements to register ownership of the Old Notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless:

(1) Old Notes tendered in the Exchange Offers are tendered either:

(A) by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

(B) for the account of an eligible institution; and

(2) the box entitled “Special Registration Instructions” on the letter of transmittal has not been completed.

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a financial institution, which includes most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges Medallion Program.

If the letter of transmittal is signed by a person other than you, your Old Notes must be endorsed or accompanied by a properly completed bond power and signed by you as your name appears on those Old Notes.

If the letter of transmittal or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, in this instance you must submit with the letter of transmittal proper evidence satisfactory to us of their authority to act on your behalf.

We will determine, in our sole discretion, all questions regarding the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered Old Notes. This determination will be final and binding. We reserve the absolute right to reject any and all Old Notes not properly tendered or any Old Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular Old Notes. Our interpretation of the terms and conditions of the Exchange Offers, including the instructions in the letter of transmittal, will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of your Old Notes within the time period we will determine unless we waive that defect or irregularity. Although we intend to notify you of defects or irregularities with respect to your tender of Old Notes, neither we, the Exchange Agent nor any other person will incur any liability for failure to give this notification. Your tender will not be deemed to have been made and your notes will be returned to you if:

(1) you improperly tender your Old Notes;

(2) you have not cured any defects or irregularities in your tender; and

(3) we have not waived those defects, irregularities or improper tender.

The Exchange Agent will return your Old Notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration of the Exchange Offers.

In addition, we reserve the right in our sole discretion to:

(1) purchase, make offers for or offer New Notes for any Old Notes that remain outstanding subsequent to the expiration of the Exchange Offers;

17

(2) terminate the Exchange Offers; and

(3) to the extent permitted by applicable law, purchase notes in the open market, in privately negotiated transactions or otherwise.

The terms of any of these purchases or offers could differ from the terms of the Exchange Offers.

By tendering, you will represent to us that, among other things:

(1) the New Notes to be issued to you in the Exchange Offers are acquired in the ordinary course of your business;

(2) at the time of the commencement of the Exchange Offers you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes to be issued to you in the Exchange Offers in violation of the Securities Act;

(3) you are not an affiliate (as defined in Rule 405 promulgated under the Securities Act) of us;

(4) if you are a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of the New Notes to be issued to you in the Exchange Offers;

(5) if you are a participating broker-dealer that will receive New Notes for its own account in exchange for the Old Notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus in connection with any resale of the New Notes; and

(6) you are not acting on behalf of any persons or entities who could not truthfully make the foregoing representations.

In all cases, issuance of New Notes for Old Notes that are accepted for exchange in the Exchange Offers will be made only after timely receipt by the Exchange Agent of certificates for your Old Notes or a timely book-entry confirmation of your Old Notes into the Exchange Agent’s account at DTC, a properly completed and duly executed letter of transmittal, or a computer-generated message instead of the letter of transmittal, and all other required documents. If any tendered Old Notes are not accepted for any reason set forth in the terms and conditions of the Exchange Offers or if Old Notes are submitted for a greater principal amount than you desire to exchange, the unaccepted or non-exchanged Old Notes, or Old Notes in substitution therefor, will be returned without expense to you. In addition, in the case of Old Notes, tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry transfer procedures described below, the non-exchanged Old Notes will be credited to your account maintained with DTC promptly after the expiration or termination of the Exchange Offers.

Guaranteed Delivery Procedures

If you desire to tender your Old Notes and your Old Notes are not immediately available, time will not permit your Old Notes or other required documents to reach the Exchange Agent before the time of expiration or you cannot complete the procedure for book-entry on a timely basis, you may tender if:

(1) you tender through an eligible financial institution;

(2) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent receives from an eligible institution, a written or facsimile copy of a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us; and

(3) the certificates for all certificated Old Notes, in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

18

The notice of guaranteed delivery may be sent by facsimile transmission, mail or hand delivery.

The notice of guaranteed delivery must set forth:

(1) your name and address;

(2) the amount of Old Notes you are tendering; and

(3) a statement that your tender is being made by the notice of guaranteed delivery and that you guarantee that within three New York Stock Exchange trading days after the execution of the notice of guaranteed delivery, the eligible institution will deliver the following documents to the Exchange Agent: (A) the certificates for all certificated Old Notes being tendered, in proper form for transfer or a book-entry confirmation of tender; (B) a written or facsimile copy of the letter of transmittal, or a book-entry confirmation instead of the letter of transmittal; and (C) any other documents required by the letter of transmittal.

Book-Entry Transfer

The Exchange Agent will establish an account with respect to the book-entry interests at DTC for purposes of the Exchange Offers promptly after the date of this prospectus. You must deliver your book-entry interest by book-entry transfer to the account maintained by the Exchange Agent at DTC for the Exchange Offers. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the Exchange Agent’s account at DTC in accordance with DTC’s procedures for transfer.

If one of the following situations occurs:

(1) you cannot deliver a book-entry confirmation of book-entry delivery of your book-entry interests into the Exchange Agent’s account at DTC; or

(2) you cannot deliver all other documents required by the letter of transmittal to the Exchange Agent prior to the Expiration Date,

then you must tender your book-entry interests according to the guaranteed delivery procedures discussed above.

Withdrawal Rights

You may withdraw tenders of your Old Notes at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For your withdrawal to be effective, the Exchange Agent must receive a written or facsimile transmission notice of withdrawal at its address set forth below under “—Exchange Agent” prior to 5:00 p.m., New York City time, on the Expiration Date.

The notice of withdrawal must:

(1) state your name;

(2) identify the specific Old Notes to be withdrawn, including the certificate number or numbers and the principal amount of withdrawn notes;

(3) be signed by you in the same manner as you signed the letter of transmittal when you tendered your Old Notes, including any required signature guarantees or be accompanied by documents of transfer sufficient for the Exchange Agent to register the transfer of the Old Notes into your name; and

(4) specify the name in which the Old Notes are to be registered, if different from yours.

19

We will determine all questions regarding the validity, form and eligibility, including time of receipt, of withdrawal notices. Our determination will be final and binding on all parties. Any Old Notes withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offers. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to you without cost as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offers. Properly withdrawn Old Notes may be retendered by following one of the procedures described under “—Procedures for Tendering” above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

Conditions

Notwithstanding any other provision of the Exchange Offers and subject to our obligations under the registration rights agreement, we will not be required to accept for exchange, or to issue New Notes in exchange for, any Old Notes and may terminate or amend the Exchange Offers, if at any time before the acceptance of any Old Notes for exchange any of the following events occur:

(1) none of the Exchange Offers violate applicable law or any applicable interpretation of the staff of the SEC;

(2) the registration statement on Form S-4 of which this prospectus forms part shall have been declared effective on or prior to the Effective Date;

(3) no injunction, order or decree shall have been issued that would prohibit, prevent or otherwise materially impair our ability to proceed with the Exchange Offers;

(4) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the Exchange Offers;

(5) all governmental approvals shall have been obtained which, in our reasonable judgment, are necessary for the consummation of the Exchange Offers;

(6) there shall not have been any material change, or development involving a prospective material change, in our business or financial affairs which, in our reasonable judgment, would materially impair our ability to consummate the Exchange Offers; and

(7) that there shall not have been proposed, adopted or enacted any law, statute, rule or regulation which, in our reasonable judgment, would materially impair our ability to consummate the Exchange Offers or have a material adverse effect on us if the Exchange Offers was consummated.

These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to them, subject to applicable law. We also may waive in whole or in part at any time and from time to time any particular condition in our sole discretion. If we waive a condition, we may be required, in order to comply with applicable securities laws, to extend the Expiration Date of the Exchange Offers. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of these rights and these rights will be deemed ongoing rights which may be asserted at any time (in the case of any condition involving governmental approvals necessary to the consummation of the Exchange Offers) and from time to time prior to the time of expiration (in the case of all other conditions).

In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for any of those Old Notes, if at the time the notes are tendered any stop order is threatened by the SEC or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “TIA”).

The Exchange Offers is not conditioned on any minimum principal amount of Old Notes being tendered for exchange.

20

Exchange Agent

We have appointed The Bank of New York Mellon as Exchange Agent for the Exchange Offers. Questions, requests for assistance and requests for additional copies of the prospectus, the letter of transmittal and other related documents should be directed to the Exchange Agent addressed as follows:

By Mail, Hand Delivery or Overnight Courier:	By Facsimile Transmission:
The Bank of New York Mellon 111 Sanders Creek Parkway East Syracuse, NY 13057 Attention: Corporate Trust—Reorg Operations Issuer & Loan Services—Client Service Delivery Pamela J. Adamo Reference: GE AB Exchange	(732) 667-9408 Attention: Corporate Trust D- Reorg Operations Issuer & Loan Services—Client Service Delivery Pamela J. Adamo Reference: GE AB Exchange Confirm by Telephone: (315) 414-3317

The Exchange Agent also acts as trustee under the Indenture.

Fees and Expenses

We will not pay brokers, dealers, or others soliciting acceptances of the Exchange Offers. This solicitation is being made primarily by electronic means. Additional solicitations, however, may be made in person or by telephone by our officers and employees.

We will pay the estimated cash expenses to be incurred in connection with the Exchange Offers.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with a tender of your Old Notes for exchange unless you instruct us to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the Exchange Offers be returned to, a person other than the registered tendering holder, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax.

Accounting Treatment

The New Notes will be recorded at the same carrying value as the Old Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the Exchange Offers.

21

USE OF PROCEEDS

The Exchange Offers are intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the Exchange Offers. In exchange for the New Notes, we will receive Old Notes in like principal amount. We will retire or cancel all of the outstanding Old Notes tendered in the Exchange Offers. Accordingly, issuance of the New Notes will not result in any change in our capitalization.

22

DESCRIPTION OF THE NOTES

General

The Old Notes were issued under an indenture (the “Base Indenture”), dated as of October 26, 2015, among the Issuer, GE and GECC, as guarantors, and The Bank of New York Mellon, as trustee (the “Trustee”). GE Capital Sub 3, Inc., assumed the guarantee originally provided by GECC (the “GECC Guarantee”) pursuant to the first supplemental indenture, dated as of December 2, 2015 (the “First Supplemental Indenture”), and subsequently, GECIHL assumed the GECC Guarantee pursuant to the second supplemental indenture, dated as of December 3, 2015 (the “Second Supplemental Indenture” and together with the Base Indenture and the First Supplemental Indenture, the “Indenture”). The New Notes will also be issued under the Indenture. Under the Indenture, the Old Notes and the New Notes offered hereby will constitute a single series of notes. Generally, under the Indenture, each series will be treated as a single class of notes for purposes of (i) voting and consenting to amendments, as they relate to such series, (ii) providing notices of default and taking action to accelerate the notes of such series, and (iii) directing the Trustee in exercising any remedies in respect of an Event of Default and taking actions to waive any Event of Default, as they relate to such series. See “—Events of Default” and “—Modification of the Indenture.” For purposes of this description, unless the context otherwise requires, references to the “Notes” include the Old Notes, the New Notes offered hereby, and any Additional Notes offered under the Indenture.

The following description is a summary of the material provisions of the Indenture and the Notes and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the Indenture, the Notes and the registration rights agreement, including the definitions of certain terms used in the Indenture. We urge you to read these documents because they, and not this description, define your rights as holders of the Notes. A copy of the Indenture is available upon request as described under “Where You Can Find More Information.”

For purposes of this “Description of the Notes,” the terms “GE” are to General Electric Company only. References to “we” (and similar terms) are to the Issuer only.

Reopening of Issue

We may, from time to time, without the consent of the holders of any Notes, reopen an issue of Notes and issue additional Notes with the same terms (including maturity and interest payment terms) as Notes issued on an earlier date. Any additional Notes of a particular tranche that are not fungible with the previously issued Notes of that tranche for United States federal income tax purposes will have a separate CUSIP number and/or ISIN.

The New Notes

The New Notes offered in the Exchange Offers will consist of the 2020 New Notes, the 2025 New Notes and the 2035 New Notes.

The New Notes will be unsecured obligations of the Issuer and will rank equally in right of payment with all of the Issuer’s other existing and future senior unsecured debt. The Guarantees of the New Notes, as described herein under the caption “—Guarantees,” will be unsecured obligations of each Guarantor and will rank equally in right of payment with all such Guarantor’s other existing and future senior unsecured debt.

The Indenture does not limit the amount of notes that we may offer.

The New Notes will have the following maturity dates:

• 2020 New Notes: mature on November 15, 2020;

• 2025 New Notes: mature on November 15, 2025; and

• 2035 New Notes: mature on November 15, 2035.

23

The 2020 Old Notes and 2025 Old Notes are, and the 2020 New Notes and 2025 New Notes will be, redeemable at our option at the applicable “make-whole” price described under “—Optional Redemption—Optional Redemption of 2020 Notes and 2025 Notes” below.

In the event that any interest payment date or Maturity for any Note is not a Business Day, payment of principal, premium, if any, and/or interest on such Note will be postponed to the next succeeding Business Day; however, we will not pay any additional interest due to the delay in payment.

As used in this “Description of the Notes,” “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York, and “Maturity” means the date on which the principal of a Note or an installment of principal becomes due and payable as provided in the Note or the Indenture whether at stated maturity or by declaration of acceleration, call for redemption or otherwise

Interest Rates

The New Notes will bear interest at the following rates per annum:

• 2020 New Notes: at the rate per annum of 2.342%, commencing on November 15, 2016;

• 2025 New Notes: at the rate per annum of 3.373%, commencing on November 15, 2016; and

• 2035 New Notes: at the rate per annum of 4.418%, commencing on November 15, 2016.

Interest on the Notes is computed and paid on the basis of a 360-day year of twelve 30-day months.

Interest Payment Dates and Accrual

The New Notes will have the following interest payment dates:

• 2020 New Notes: May 15 and November 15 of each year;

• 2025 New Notes: May 15 and November 15 of each year; and

• 2035 New Notes: May 15 and November 15 of each year.

The New Notes will bear interest from the most recent interest payment date on which interest has been paid on the corresponding Old Notes or, if no interest has been paid on such Old Notes, from the Original Issue Date. Holders whose Old Notes are accepted for exchange will be deemed to have waived the right to receive interest accrued on the corresponding Old Notes.

Guarantees

The payment when due of the principal (including premium, if any) of and any interest (together with Additional Interest, if any, as defined under the caption “The Exchange Offers—Purpose and Effect,” and Additional Amounts, if any, as defined under the caption “—Payments of Additional Amounts”) on the New Notes and the Issuer’s obligations under the Indenture, will be fully, irrevocably and unconditionally guaranteed by each of GE and GECIHL.

The Guarantees of each of the Guarantors is set out in the Indenture.

Neither the occurrence of any bail-in event, nor any other exercise of any bail-in power by the relevant European Economic Area (“EEA”) resolution authority with respect to the Notes, the Issuer or any Guarantor

24

subject to Directive 2014/59/EU establishing a framework for the recovery and resolution of certain credit institutions and investment firms (as supplemented, amended and replaced from time to time, the “BRRD”) as described under “—Applicable Bank Resolution Powers and Bail-In Provisions” below, will affect the validity of the Guarantee provided by GE, which will remain a full, irrevocable and unconditional guarantee of the outstanding principal (including premium, if any) of, and any interest (together with Additional Interest and Additional Amounts, if any) on the Notes when and as originally issued (as amended, other than pursuant to the exercise of any bail-in power), when due (whether at maturity or upon redemption, declaration or otherwise), irrespective of whether the occurrence of any bail-in event or any other exercise of any bail-in power would otherwise have the effect of reducing the Amounts Due (as defined under “—Applicable Bank Resolution Powers and Bail-In Provisions”). GE’s obligations under its Guarantee will be irrevocable and unconditional, and GE will waive, to the fullest extent permitted by applicable law, among other things all defenses or benefits that may be afforded by applicable law limiting the liability of or exonerating guarantors as sureties.

The Guarantees of the Guarantors of the Notes will be unsecured and rank equally in right of payment with all of the other existing and future senior unsecured debt of such Guarantor. Each Guarantee will effectively rank junior in right of payment to all indebtedness of that Guarantor’s subsidiaries which do not guarantee the debt, and will be effectively junior to all of such Guarantor’s senior secured debt to the extent of the value of the collateral securing such debt.

Each Guarantor’s obligations will be irrevocable and unconditional, and each Guarantor will waive, to the fullest extent permitted by applicable law, among other things, all defenses or benefits that may be afforded by applicable law limiting the liability of or exonerating guarantors as sureties, subject in the case of any Guarantor subject to the BRRD, to the agreements and other matters described under “—Applicable Bank Resolution Powers and Bail-In Provisions.” GE is not subject to the BRRD.

An event of default under, non-payment of or acceleration of any series of the Notes will entitle the holders thereof to exercise their rights and remedies against each Guarantor under its Guarantee in the same manner and to the same extent as they have the right to do so against the Issuer under the terms of the Indenture governing such series of Notes when and as originally issued (or as amended pursuant to its terms, subject in the case of any Guarantor subject to the BRRD, to the agreements and other matters described under “—Applicable Bank Resolution Powers and Bail-In Provisions”). GE is not subject to the BRRD. If any principal or interest on any series of Notes is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization or similar proceeding of or with respect to the Issuer (including pursuant to the exercise of any bail-in power described under “—Applicable Bank Resolution Powers and Bail-In Provisions” below), each Guarantor’s obligations under its Guarantee with respect to such payment will be reinstated as though such payment has been due but not made at such time.

Each Guarantor will be subrogated to all rights of the holders of all Notes to which each Guarantee applies against the Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of its Guarantee; provided that each Guarantor will not be entitled to enforce or receive any payment arising out of, or based upon, such right of subrogation until all amounts due on or to become due on or in respect of all the Notes to which its Guarantee relates will have been paid in full or duly provided for and provided further that such right of subrogation will be subject to the BRRD and any limitations arising thereunder or under any laws, regulations, rules or requirements relating to the transposition of the BRRD.

Assumption of GECIHL

GECIHL and any other person that assumes the GECC Guarantee (each, a “Successor Guarantor”), may transfer or convey a substantial majority of its assets to any person that is an affiliate of GE and/or one or more direct or indirect wholly-owned subsidiaries of such person, in a transaction or a series of related transactions, only if such person (a) is a wholly-owned subsidiary of GE (directly or indirectly) that is organized under the laws of the United States or any State thereof, the United Kingdom, Ireland, France, Germany, Luxembourg or Spain, or any other Member State of the EEA that is on the Original Issue Date, and that remains as of the date of

25

such transfer, a member of the EEA, and (b) assumes such Guarantee on substantially the same terms pursuant to a supplemental instrument; provided, the foregoing shall not limit (if any such Guarantor so elects) any transfer or conveyance of assets by GECIHL or any Successor Guarantor to one or more of its direct or indirect wholly-owned subsidiaries. Upon the assumption of such Guarantee by a Successor Guarantor, such Successor Guarantor will be substituted for its predecessor as a Guarantor of the Notes with the same effect as if it had been an original party to such Guarantee, and such predecessor will be released from all liabilities and obligations under such Guarantee. Such release will not affect the full, irrevocable and unconditional guarantee of the Notes by GE.

The term “Capital Stock” is defined in the Indenture to mean: (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person.

The term “wholly-owned” is defined in the Indenture, with respect to any person, to mean a subsidiary of such person, (i) all of the outstanding Capital Stock of which is owned, directly or indirectly, by such person or (ii) all of the outstanding Capital Stock of which is owned, directly or indirectly, by such person, other than (x) Non-Voting Preferred Securities, and/or (y) directors’ qualifying shares or immaterial equity amounts required to be owned by other persons pursuant to applicable law.

The term “Non-Voting Preferred Securities” is defined in the Indenture to mean, with respect to a person, any and all Capital Stock of such person which (a) is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such person, (b) does not by its terms or upon the happening of any event confer upon the holder thereof any right to vote on or consent to any matters relating to such person, except for (i) a right to vote for the election of up to two directors following a failure to pay dividends or distributions for a specified period, or (ii) a right to vote on any amendment to such Capital Stock that is adverse to the holders of such Capital Stock, and (c) is not by its terms or upon the happening of any event convertible into or exchangeable for shares of Capital Stock of such person that have any voting or consent rights other than those permitted pursuant to clause (b) of this definition.

The term “person” is defined in the Indenture to mean any individual, corporation, partnership, joint venture, trust, association, joint stock company, unincorporated organization, limited liability company, government or agency or political subdivision thereof or any similar entity.

Minimum Denominations

The Old Notes have and the New Notes will have minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

Limitation upon Liens

Under the Indenture, GECIHL or any other Successor Guarantor will not, and will not permit any of its restricted subsidiaries to issue, incur, assume or guarantee any indebtedness for borrowed money (“debt”) secured by any mortgage, security interest, pledge, lien or other similar encumbrance (collectively, a “lien” or “liens”) upon any of its property or assets (including Capital Stock), whether owned at the date of the Indenture or thereafter acquired, without effectively securing the Notes equally and ratably with or prior to the liens securing such debt.

The foregoing restrictions will not apply to the following:

(a) liens existing on the date of the Indenture or which are required to be provided in the future pursuant to the terms of any agreement or other obligation of any Successor Guarantor or any of its subsidiaries existing on the date of the Indenture;

26

(b) liens on property or assets at the time of the acquisition thereof, whether or not assumed, or liens on any property or assets acquired, constructed, developed or improved by any Successor Guarantor or any of its subsidiaries to secure or provide for the payment or the financing of all or any part of the acquisition cost of such property or assets or the cost of such construction, improvement or development;

(c) liens on the property or assets of, or securing the debt of, a person existing at the time such person becomes subsidiary of any Successor Guarantor;

(d) liens on the property or assets of, or securing the debt of, a person existing at the time such person is consolidated or merged with, or at the time all or substantially all of the assets of such person are acquired by, any Successor Guarantor or any of its subsidiaries;

(e) liens to secure debt of any Successor Guarantor to its subsidiaries or of any subsidiary of any Successor Guarantor to any Successor Guarantor or to any other subsidiary of any Successor Guarantor;

(f) liens in favor of the United States or any State thereof or territory or possession thereof or any other country, or any department, agency or instrumentality or political subdivision of the United States or any State thereof or territory or possession thereof or of any other country, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing, improving or developing any property or assets subject to such liens;

(g) (1) liens granted to secure debt (including other obligations related thereto) in whole or in part advanced, guaranteed, insured or otherwise supported by the United States or any State thereof or territory or possession thereof, or any other country, or any department, agency or instrumentality or political subdivision of the United States or any State thereof or territory or possession thereof, or any other country, or any export-import bank, export credit agency, development bank or agency or other similar agency or (2) liens in favor of any person who insures, assumes or secures credit risk or bad debt risk relating to any such debt referenced in (g)(1) above in the ordinary course of business;

(h) liens in favor of any central bank, governmental agency or deposit insurance fund created or arising in the ordinary course of business;

(i) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings;

(j) liens on any receivables or payables (retail or wholesale) or related rights pursuant to any transaction which is or is structured as a purchase or sale of such receivables or payables (retail or wholesale) and is otherwise permitted under the Indenture, or is or is structured as participations or sub-participations in respect of such sale or purchase, including Uniform Commercial Code financing statements or other lien filings with respect thereto;

(k) liens on property or assets that secure debt in respect of which the creditor has no recourse against any Successor Guarantor or any of its subsidiaries except recourse to such property or assets or the proceeds of any sale, lease or sublease of such property or assets, or both;

(l) liens to secure obligations under derivatives and foreign exchange transactions (or any similar transaction) of any Successor Guarantor or any of its subsidiaries, including, but not limited to, liens granted to intermediaries clearing such transactions or holding collateral on behalf of any Successor Guarantor or any of its subsidiaries;

(m) liens in connection with any sale, transfer, participation, pledge or other disposition of any receivables, loans, leases, other payment rights (whether secured or unsecured) or other financial assets of any Successor Guarantor or any of its subsidiaries and any assets related to the foregoing (including any equipment or other assets subject to any lease), and in each case with all ancillary rights, supporting obligations and rights under any related credit support or hedging arrangements), in connection with any asset based financing or asset sale transaction or series of related transactions (including, without limitation, future flow financings,

27

factorings, participations, asset backed securitizations, covered bonds, asset based lending and similar financing structures) that may be entered into by any Successor Guarantor or any of its subsidiaries in the ordinary course of business;

(n) liens securing obligations under any repurchase or securities lending agreement or transaction or other similar short-term financings under 365 days entered into by any Successor Guarantor or any of its subsidiaries, including, but not limited to, any liens granted to intermediaries providing clearing, custody or similar services;

(o) liens on Capital Stock of any investment, private equity or similar fund and liens of any such funds in which any Successor Guarantor or any of its subsidiaries has any investment to secure any debt or other obligations of such fund or any of its subsidiaries that is non-recourse to such Successor Guarantor and its subsidiaries;

(p) liens in favor of any lender, deposit-taker or holder of commercial paper or any of their affiliates which constitute a banker’s lien or right of offset on moneys of any Successor Guarantor or any of its subsidiaries deposited with such lender, deposit-taker or holder or any of their affiliates in the ordinary course of business;

(q) liens created by or resulting from any action, litigation or other proceeding that is being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against any Successor Guarantor or any of its subsidiaries with respect to which any Successor Guarantor or such subsidiary in good faith is prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final non-appealable judgment liens which are satisfied within 30 days of the date of judgment; or liens incurred by any Successor Guarantor or any of its subsidiaries for the purpose of obtaining a stay or discharge in the course of any action, litigation or other proceeding to which such Successor Guarantor or subsidiary is a party;

(r) liens or deposits under workers’ compensation or similar legislation, or in connection with bids, tenders, contracts (other than for the payment of money), undertakings or leases to which any Successor Guarantor or any of its subsidiaries is a party, or to secure the public or statutory obligations of any Successor Guarantor or any of its subsidiaries, or in connection with obtaining or maintaining self-insurance or other insurance, or obtaining the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matter, for any purpose at any time required by law or regulation in order to transact business or exercise any privilege or license, or to secure surety, performance, appeal or customs bonds to which any Successor Guarantor or any of its subsidiaries is a party, or in litigation or other proceedings in connection with the matters heretofore referred to in this clause, such as interpleader proceedings, and other similar liens or deposits made or incurred in the ordinary course of business;

(s) liens in respect of obligations and transactions similar to those permitted by the foregoing clauses (b) to (r) or incurred in the ordinary course of the operating activities of any Successor Guarantor or its subsidiaries;

(t) liens not permitted by the foregoing clauses (a) to (s), inclusive, and clause (u) below, if at the time of, and after giving effect to, the creation or assumption of any such lien, the aggregate amount (without duplication) of all outstanding debt of any Successor Guarantor and its subsidiaries secured by all such liens under this clause (t) does not exceed 20% of Consolidated Net Tangible Assets; and

(u) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any lien referred to in the foregoing clauses (a) to (t), inclusive; provided, however, that (x) the principal amount of debt secured thereby unless otherwise excepted under clauses (a) to (t), inclusive, shall not exceed the principal amount of debt (plus the unused amounts, if any, then available under any secured revolving credit or similar commitments) so secured immediately prior to such extension, renewal, substitution or replacement, except if the value of the property has increased, the principal amount of the debt so secured may exceed the principal amount of the debt so secured immediately prior to such extension, renewal, substitution or replacement so long as the loan to value ratio

28

of the refinanced debt does not exceed the loan to value ratio of the debt relating to the original lien, and (y) any extension, renewal, substitution or replacement shall be limited to all or a part of the property or assets (or any replacements or substitutions therefor) that secured the lien so extended, renewed, substituted or replaced prior to such extension, renewal, substitution or replacement (plus improvements and construction on real property).

The term “restricted subsidiary” is defined in the Indenture to mean any subsidiary of any Successor Guarantor who is principally engaged in lending or leasing activity.

The term “Consolidated Net Tangible Assets” is defined in the Indenture to mean the aggregate amount of assets (less applicable reserves and other items properly deductible in accordance with the U.S. generally accepted accounting principles (“GAAP”)) of any Successor Guarantor and its consolidated subsidiaries after deducting therefrom:

• all current liabilities (excluding such liabilities constituting funded debt, by reason of their being renewable or extendable); and

• all goodwill, trade names, trademarks, patents and other like intangibles,

all as set forth in the most recent balance sheet of such Successor Guarantor and its consolidated subsidiaries prepared in accordance with GAAP.

Under the Indenture, this covenant will automatically be terminated if (a) the unsecured debt of GECIHL (if it is then a Successor Guarantor) or any other Successor Guarantor has a Specified Rating and GECIHL or such other Successor Guarantor is a wholly-owned subsidiary of GE or (b) GE or a wholly-owned subsidiary of GE whose unsecured debt has a Specified Rating expressly assumes the obligations of GECIHL (if it is then a Successor Guarantor) or any other Successor Guarantor with respect to the Notes and the Indenture, and, in each case, GECIHL or such other Successor Guarantor, as applicable, has delivered to the Trustee the certificates, opinions or supplemental agreements required under the Indenture with respect thereto.

The term “Specified Rating” is defined in the Indenture to mean with respect to the unsecured debt of GECIHL or any other Successor Guarantor or a wholly-owned subsidiary of GE, in each case without taking into account any guarantee or other credit support by GE or any other person of such debt, a credit rating from each Rating Agency that is at least equal to either (x) the credit rating of GE at the time from each such Rating Agency or (y) BBB+ by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (or any successor thereto) (“S&P”) and Baa1 by Moody’s Investors Service, Inc. (or any successor thereto) (“Moody’s”) or, if permitted by the definition of Rating Agency below, in either case, an equivalent rating by any other Rating Agency.

The term “Rating Agency” means each of S&P and Moody’s; provided that if either S&P or Moody’s (or both) shall cease issuing a rating with respect to the unsecured debt of GE or shall not rate unsecured debt of any applicable entity for reasons outside the control of the Issuer and GE, the Issuer may select a nationally recognized statistical rating agency to substitute for S&P or Moody’s (or both).

Optional Redemption

Tax Redemption

All Notes of the same tranche, as the case may be, may be redeemed, at the option of the Issuer, as a whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described below if the Issuer determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the Taxing Jurisdiction (as defined below) affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any

29

change effected by guidance in any form from an official source, which change or amendment becomes effective on or after the Original Issue Date, the Issuer or any Guarantor, as the case may be, has or will become obligated to pay Additional Amounts (as defined below) with respect to such Notes as described under “—Payment of Additional Amounts” below.

The redemption price shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption.

Optional Redemption of 2020 Notes and 2025 Notes

The 2020 Old Notes and 2020 New Notes (together, the “2020 Notes”) and the 2025 Old Notes and 2025 New Notes (together, the “2025 Notes”), as the case may be, may be redeemed, at the option of the Issuer, as a whole or in part, at any time and from time to time, upon the giving of a notice of redemption as described below, at a redemption price equal to the greater of:

• 100% of the principal amount of the Notes to be redeemed; and

• the sum of the present values of the remaining scheduled payments of interest and principal on the Notes to be redeemed from the redemption date to maturity (exclusive of interest accrued and unpaid to, but not including, the redemption date) discounted to the redemption date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate (as defined below) plus 15 basis points in the case of the 2020 Notes, and at the Treasury Rate, plus 20 basis points in the case of the 2025 Notes;

plus, in either case, accrued and unpaid interest to, but not including, the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2020 Notes or the 2025 Notes, as applicable, to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us.

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates, which are primary U.S. Government securities dealers in The City of New York (a “Primary Treasury Dealer”), and their respective successors plus three other Primary Treasury Dealers selected by the Issuer; provided, however, that if any of the foregoing or their affiliates ceases to be a Primary Treasury Dealer, the Issuer will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.

30

Notice of Redemption

Prior to the giving of any notice of redemption for any redemption described under “—Tax Redemption” above, the Issuer shall deliver to the Trustee: (a) a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred and (b) an opinion of counsel satisfactory to the Trustee 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 Issuer or any Guarantor, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of such Notes were then due.

Notice of redemption will be given on a date which is not less than 30 days nor greater than 60 days prior to the date fixed for redemption, in accordance with the covenant described above under “—Optional Redemption of 2020 Notes and 2025 Notes. Such notice will be given in accordance with “—Notices” below.

Any notice of redemption delivered by us will be irrevocable.

On and after the redemption date for the Notes of a tranche, interest will cease to accrue on the Notes of such tranche or any portion thereof called for redemption, unless we default in the payment of the redemption price. On or before the redemption date for the Notes of a tranche, we will deposit with a paying agent, or the Trustee funds sufficient to pay the redemption price of, and accrued and unpaid interest on, such Notes to be redeemed on such date. If less than all of the Notes of a tranche are to be redeemed, the Notes to be redeemed will be selected by the Trustee by such method as the Trustee deems fair and appropriate.

Payment of Additional Amounts

All payments of principal and interest by or on behalf of the Issuer or any Guarantor in respect of each tranche of Notes will be made without withholding or deduction for, or on account of, any present or future tax, duty, assessment or governmental charge of whatever nature imposed or levied by or on behalf of the United States, Ireland, the United Kingdom or any jurisdiction in which the Issuer (or, if and for so long as a Guarantor is required to make payments under a Guarantee, such Guarantor), or any successor to the Issuer (or any Guarantor), is organized or tax resident, or any political subdivision or taxing authority thereof or therein (each, a “Taxing Jurisdiction”), unless the withholding or deduction of such tax, duty, assessment or charge is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, the Issuer (or, if a Guarantor is required to make payments under the Guarantees, without duplication, such Guarantor) will, subject to certain exceptions and limitations set forth below (and subject to the right of redemption referred to under “—Optional Redemption—Tax Redemption”), pay such additional amounts (the “Additional Amounts”) as may be necessary in order that every net payment of the principal of and interest, including original issue discount, on such Note and any other amounts payable on such Note to the holder thereof after such withholding or deduction will not be less than the amount provided for in such Note to be then due and payable. However, the Issuer or any Guarantor, as the case may be, will not be required to make any payment of Additional Amounts to any holder for or on account of:

(a) any such tax, duty, 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 the beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder or beneficial owner, if such holder or beneficial owner is an estate, a trust, a partnership or a corporation) and the Taxing Jurisdiction, including, without limitation, such holder or beneficial owner (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, where required, by the holder or beneficial owner of any such Note for payment on a date more than 15 calendar days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

31

(b) any estate, inheritance, gift, sales, transfer, excise, wealth, or personal property tax or any similar tax, duty, assessment or governmental charge;

(c) any tax, duty, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’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, duty, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;

(e) any tax, duty, 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 Taxing Jurisdiction or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, duty, assessment or other governmental charge;

(f) any tax, duty, assessment or other governmental charge imposed or required pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code;

(g) any tax, duty, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’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 Issuer or of the Guarantors or as a direct or indirect affiliate of the Issuer or of the Guarantors;

(h) any tax, duty, assessment or other governmental charge required to be deducted or withheld by any paying agent from a payment on a Note upon presentation of such Note, where required, if such payment can be made without such deduction or withholding upon presentation of such Note, where required, to any other paying agent;

(i) 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 (including European Council Directive 2003/48/EC (the “Savings Directive”), or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(j) any combination of two or more of items (a), (b), (c), (d), (e), (f), (g), (h) and (i),

nor shall Additional Amounts be paid with respect to any payment on a Note to any holder 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 Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary, 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 the Note.

Consolidation, Merger and Sale of Assets

Under the Indenture, GE may not consolidate with or merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, any person (as defined below), referred to as a “successor person”, unless:

• the successor person expressly assumes GE’s obligations with respect to its Guarantee and the Indenture,

32

• immediately after giving effect to the transaction, no event of default under the Indenture shall have occurred and be continuing, and

• we have delivered to the Trustee the certificates, opinions or supplemental agreements required under the Indenture.

Under the Indenture, the Issuer and, following the assumption by any Successor Guarantor of the GECC Guarantee, such Successor Guarantor, may not consolidate with or merge into any person unless:

• if the successor person is an affiliate of GE, such successor person is a wholly-owned subsidiary of GE that is organized under the laws of the United States or any State thereof, the United Kingdom, Ireland, France, Germany, Luxembourg or Spain, or any other Member State of the EEA that is on the Original Issue Date, and that remains as of the date of such consolidation or merger, a Member State of the EEA;

• the successor person expressly assumes the Issuer’s or such Successor Guarantor’s obligations, as applicable, with respect to the Notes or the Guarantee, as applicable and the Indenture; and

• we have delivered to the Trustee the certificates, opinions or supplemental agreements required under the Indenture.

In addition, the registration rights agreement provides that such successor assume the obligations of its predecessor under the registration rights agreement.

Upon any such consolidation, merger, conveyance, or transfer (other than a lease) described above, the resulting or acquiring entity will be substituted for the predecessor entity with the same effect as if it had been an original party to the Indenture. As a result, the successor entity may exercise rights and powers of its predecessor under the Indenture, as applicable, and such predecessor will be released from further liabilities and obligations thereunder.

Applicable Bank Resolution Powers and Bail-In Provisions

The BRRD establishes a framework for the recovery and resolution of certain credit institutions and investment firms. The BRRD was implemented in the United Kingdom by, among other things, amendments to the U.K. Banking Act 2009, from January 1, 2015 and was implemented in Ireland by the European Union (Bank Recovery and Resolution) Regulations 2015 (the “Irish BRRD Regulations”) from July 15, 2015. The BRRD, and any applicable laws, regulations and rules implementing the BRRD (including the Irish BRRD Regulations), will apply to the obligations of GECIHL, including its obligations under its Guarantee of the Notes and will apply to the Issuer as a subsidiary of GECIHL. The BRRD does not apply to the Guarantee of GE.

Article 55 of the BRRD requires certain EEA credit institutions and investment firms and their parent and other group companies to include a contractual recognition of these powers in any debt governed by a non-European Union law. Notwithstanding any other terms of the Notes or any other agreements, arrangements or understandings between the Issuer, any Guarantor and any noteholder, by its acquisition of any Notes, each noteholder (including each holder of a beneficial interest in any Note) acknowledges, and agrees to be bound by (any of the following events, a “bail-in event”):

(a) the effect of the exercise of any bail-in power by the relevant EEA resolution authority that may include and result in any of the following, or some combination thereof:

• the reduction of all, or a portion, of the Amounts Due;

• the conversion of all, or a portion, of the Amounts Due into shares, other securities or other obligations of the Issuer, any Guarantor subject to the BRRD or any other person, or the transfer of shares, other securities or other obligations of the Issuer, any Guarantor subject to the BRRD or any other person (and the issue to or conferral on the noteholder of such shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of the Notes or any Guarantee of the Notes provided by a Guarantor subject to the BRRD, as the case may be;

33

• the cancellation of any Notes or any Guarantee of any Notes provided by a Guarantor subject to the BRRD; or

• the amendment or alteration of the maturity of the Notes or amendment of the amount of interest payable on the Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and

(b) the variation of the terms of any of the Notes or any Guarantee of any of the Notes provided by any Guarantor subject to the BRRD if necessary to give effect to the exercise of any bail-in power by the relevant EEA resolution authority.

For these purposes:

• a “bail-in power” is any write-down, conversion, transfer, modification or suspension power, existing from time to time under, and exercised in compliance with, the BRRD and any laws, regulations, rules or requirements in effect in Ireland or the United Kingdom (or any other Member State of the EEA in which the Issuer or any Guarantor is organized or that regulates the Issuer or any Guarantor) relating to the transposition of the BRRD, including but not limited to the Irish BRRD Regulations and the U.K. Banking Act 2009, in each case as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which, (i) any obligation of certain EEA credit institutions or investment firms subject thereto and their parent and other members of their group can be cancelled, written down, modified, suspended for a temporary period or converted into shares, other securities or other obligations of such person or other persons, or shares, other securities or other obligations of such person or other persons can be transferred to holders of such obligations and (ii) any right in a contract governing an obligation of any such EEA credit institutions or investment firms may be deemed to have been exercised;

• a reference to the “relevant EEA resolution authority” is, in the case of the Issuer, to the Central Bank of Ireland and, in the case of GECIHL, to the Bank of England and to any other entity with the authority to exercise any bail-in power from time to time; and

• “Amounts Due” means (i) the principal amount of, together with any accrued but unpaid interest due on, the Notes (whether at maturity, upon redemption or required repayment or otherwise), when and as originally issued (as amended, other than pursuant to the exercise of any bail-in power) and (ii) any amounts due under any Guarantee of the Notes provided by a Guarantor subject to the BRRD, in each case irrespective of whether the occurrence of any bail-in event or any other exercise of any bail-in power by the Relevant EEA resolution authority would otherwise have the effect of reducing such amounts and including amounts that have become due and payable, but which have not been paid, prior to the exercise of any bail-in power by the relevant EEA resolution authority.

No repayment or payment of Amounts Due shall become due and payable or be paid after the exercise of any bail-in power by the relevant EEA resolution authority if and to the extent such amounts have been cancelled, written down, modified, suspended for a temporary period or converted as a result of such exercise.

By its acquisition of any Notes, each holder (including each holder of a beneficial interest in such Notes) shall be deemed to have (i) consented to the exercise of any bail-in power as it may be imposed without any prior notice by the relevant EEA resolution authority of its decision to exercise such bail-in power with respect to the Notes and any Guarantee of the Notes by a Guarantor subject to the BRRD and (ii) authorized, directed and requested DTC or any other relevant clearing system and any direct participant in DTC or any other relevant clearing system or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the exercise of any bail-in power with respect to the Notes and any Guarantee of the Notes by a Guarantor subject to the BRRD as it may be imposed, without any further action or direction on the part of such holder or beneficial owner.

Upon the occurrence of any bail-in event or exercise of any bail-in power by the relevant EEA resolution authority with respect to the Notes or any Guarantee of the Notes provided by a Guarantor subject to the BRRD,

34

we shall provide a written notice to the holders of the Notes through DTC or any other relevant clearing system as soon as practicable regarding such bail-in event or exercise of any bail-in power, as the case may be. We shall also deliver a copy of such notice to the Trustee for information purposes.

Neither the occurrence of any bail-in event, nor any other exercise of any bail-in power by the relevant EEA resolution authority with respect to the Notes, the Issuer or any Guarantor subject to the BRRD, will affect the validity of the Guarantee provided by GE, which will remain a full, irrevocable and unconditional guarantee of the outstanding principal (including premium, if any) of, and any interest (together with Additional Interest and Additional Amounts, if any) on, the Notes when and as originally issued (as amended, other than pursuant to the exercise of any bail in power), when due (whether at maturity or upon redemption, declaration or otherwise), irrespective of whether the occurrence of any bail-in event or any other exercise of any bail-in power would otherwise have the effect of reducing the Amounts Due. GE’s obligations under its Guarantee will be irrevocable and unconditional, and GE will waive, to the fullest extent permitted by applicable law, among other things, all defenses or benefits that may be afforded by applicable law limiting the liability of or exonerating guarantors as sureties.

Events of Default

The Indenture defines an “Event of Default” with respect to any series of as any of the following:

• default in any payment of principal or premium, if any, on any security of such series;

• default for 30 days in payment of interest on any security of such series;

• default for 60 days after written notice to the Issuer from the Trustee or from the holders of 25% in principal amount of all outstanding securities of the applicable series, in performance by the Issuer or any Guarantor of any other covenant or agreement in respect of the securities of such series contained in the Indenture, except defaults specifically dealt with elsewhere in this paragraph;

• an event of default, as defined, with respect to any other series of securities outstanding under the Indenture or with respect to any other indenture or instrument evidencing or under which the Issuer or any Guarantor has outstanding any indebtedness for borrowed money, as a result of which such other series or such other indebtedness of the Issuer or any Guarantor shall have been accelerated and such acceleration shall not have been rescinded or annulled within 10 days after written notice thereof to the Issuer by the Trustee or to the Trustee and the Issuer from the holders of 25% in principal amount of all such outstanding securities of the applicable series under the Indenture or within 10 days after written notice of such acceleration shall have been given to the Issuer or any Guarantor pursuant to the terms of such other indenture or instrument (provided however, that the resulting Event of Default with respect to such series of securities, or under such other indenture or instrument, as the case may be, shall be remedied or cured (including as a result of any redemption, repayment or discharge) or waived by the remedying, curing or waiving of such other default under such other series or such other indebtedness); or

• certain events involving bankruptcy, insolvency or reorganization involving us or any Guarantor.

Neither the occurrence of any bail-in event nor any other exercise of any bail-in power by the relevant EEA resolution authority with respect to the Notes, the Issuer or any Guarantor subject to the BRRD will constitute a default or an Event of Default under the Indenture.

By its acquisition of Notes, each holder (including each holder of a beneficial interest in any Notes): (i) acknowledges and agrees that neither the occurrence of a bail-in event nor the exercise of any bail-in power by the relevant EEA resolution authority with respect to the Notes, the Issuer or any Guarantor subject to the BRRD will give rise to a default or Event of Default under the Indenture for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the TIA; (ii) to the extent permitted by the TIA, waives any and all claims, in law and/or in equity, against the Trustee and any paying agent for, agrees not to initiate a suit against the Trustee or any paying agent in respect of, and agrees that the Trustee and any paying agent shall not be liable for, any action that the Trustee or any paying agent takes, or abstains from taking, in either case in

35

accordance with the exercise of the bail-in power by the relevant EEA resolution authority with respect to the Notes or any Guarantee provided by any Guarantor subject to the BRRD; (iii) acknowledges and agrees that, upon the exercise of any bail-in power by the relevant EEA resolution authority (A) the Trustee will not be required to take any further directions from the holders with respect to any portion of the Notes or any Guarantees provided by any Guarantor that is subject to the BRRD that are written-down, converted to equity, or cancelled, and (B) the Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of any bail-in power by the relevant EEA resolution authority; provided, however, that notwithstanding the exercise of the bail-in power by the relevant EEA resolution authority, so long as any Notes remain outstanding or any obligations under any Guarantees remain outstanding, there will at all times be a Trustee in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee will continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Notes remain outstanding or any obligations under any Guarantees remain outstanding following the completion of the exercise of the bail-in power by the relevant EEA resolution authority; (iv) who acquires such Notes (or who acquires a beneficial interest in such Notes) other than upon the initial issuance thereof shall be deemed to recognize, acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the holders and beneficial owners of the Notes that acquire such Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Notes related to the bail-in power, and each and every consequence arising therefrom referred in the Indenture; and (v) acknowledges and agrees that any limitation on the repayment or payment of Amounts Due by the Issuer or any Guarantor subject to the BRRD in connection with any bail-in event or exercise of any bail-in power by the relevant EEA resolution authority shall be deemed, with respect to any Note, to be a term of such Note originally and expressly set forth therein.

The Indenture requires us to deliver to the Trustee annually a written statement as to the presence or absence of certain defaults under the terms thereof. An Event of Default under one series of Notes does not necessarily constitute an Event of Default under any other series of Notes. The Indenture provides that the Trustee may withhold notice to the holders of any series of debt securities issued thereunder of any default if the Trustee in good faith determines it is in the interest of such noteholders to do so provided the Trustee may not withhold notice of default in the payment of principal, premium, if any, or interest, if any, on any of the Notes of such series.

The Indenture provides that if any Event of Default occurs and is continuing with respect to any series of Notes issued under the Indenture, either the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes of such series may declare the principal, of all Notes of such series to be due and payable immediately. Under certain conditions such declaration may be annulled by the holders of a majority in principal amount of such series of Notes then outstanding. Prior to acceleration, the holders of a majority in aggregate principal amount of such Notes then outstanding may also waive on behalf of all holders past defaults with respect to a particular series of Notes except, unless previously cured, a default in payment of principal, premium, if any, or interest, if any, on any of the Notes of such series, or in respect of a covenant or provision which cannot be modified without the consent of the holder of each Note affected.

In the Indenture, we agree that in case of an Event of Default pursuant to the first or second bullet points above, then, upon demand of the Trustee, we will pay to the Trustee, for the benefit of the holder of any Note in respect of which the Event of Default has occurred the whole amount that then shall have become due and payable on any such Note for principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, applicable to any such Note. In addition, we will pay to the Trustee any further amount as shall be sufficient to cover costs and expenses of collection and any further amounts payable to the Trustee. The Trustee or a holder may bring suit for the collection of amounts set forth in this paragraph.

Other than the duties of a Trustee during the continuance of an Event of Default, the Trustee is not obligated to exercise any of its rights or powers under the Indenture at the request, order or direction of any holders of Notes of

36

any series issued thereunder unless such holders shall have offered to the Trustee reasonable security and indemnity satisfactory to the Trustee. Subject to such indemnification provision, the Indenture provides that the holders of a majority in aggregate principal amount of the Notes of any series issued thereunder at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee thereunder, or exercising any trust or power conferred on such Trustee with respect to the Notes of such series. However, the Trustee may decline to act if it, being advised by counsel, determines that the actions or proceedings so directed may not be lawfully taken or involve it in any personal liability.

Modification of the Indenture

In general, our rights and obligations and the rights of the holders under the Indenture may be modified if the holders of not less than 66 2/3% in aggregate principal amount of the outstanding debt securities of each series (each series voting as a class) affected by the modification consent to such modification. For these purposes, if any tranche of such series is denominated in a currency other than U.S. dollars, then the principal amount of such securities that will be deemed outstanding will be based on current market exchange rates, as specified in the Indenture. However, the Indenture provides that, unless each affected holder agrees, we cannot:

(a) make any of the following changes to the terms of the Indenture or to a Note:

• extending the maturity date;

• extending the date on which we have to pay interest or make a sinking fund payment;

• reducing the interest;

• reducing the amount of principal or premium, if any, we have to repay;

• changing the currency in which we have to make any payment of principal, premium or interest;

• modifying any repayment right at the option of a holder to the detriment of the holder;

• impairing any right of a holder to bring suit for payment; or

• make any changes to any Guarantee that would adversely affect holders;

(b) reduce the percentage of the aggregate principal amount of debt securities of any series needed to make any amendment to the Indenture or to waive any past default or Event of Default; and

(c) make any change to the sections of the Indenture relating to waivers of past default or amendment to the Indenture with the consent of the holders, except to increase the percentage of the aggregate principal amount of debt securities needed to waive past defaults or modify the Indenture to add additional non- modifiable and non-waivable provisions.

However, if we, the Guarantors and the Trustee agree, we can amend the Indenture without notifying any holders or seeking their consent:

(a) to evidence the succession of another person to the Issuer and the assumption by the successor person of the covenants, agreements and obligations of the Issuer or Guarantor;

(b) to add to the covenants, restrictions or conditions of the Issuer or Guarantor, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default;

(c) to provide for exchangeability of such Notes with the Notes of the same series in fully registered form and to make all appropriate changes for such purpose;

(d) to establish the forms or terms of Notes of any series as permitted by the Indenture;

(e) to cure any ambiguity or to correct or supplement any provision contained in the Indenture or any supplemental indenture which may be defective or inconsistent with any other provision in the Indenture or

37

any supplemental indenture, or to make such other provisions in regard to matters or questions arising under the Indenture, or amend or modify the Indenture in any manner, which, (i) in the case of any such cure, correction supplement, matter, question, amendment or modification to (or which results in any change to) the Guarantee provided by GE, shall not adversely affect the interests of the holders of any Notes outstanding on the date of such amendment and (ii) in all other cases, shall not materially and adversely affect the interests of the holders of any Notes outstanding on the date of such amendment;

(f) to add Guarantors with respect to the Notes or to release a Guarantor from its obligations under its Guarantee or the Indenture in accordance with the terms thereof;

(g) to evidence and provide for the acceptance of appointment by a successor Trustee; and

(h) to comply with requirements of the TIA and any rules, regulations or other interpretive positions of the SEC in respect thereof.

Satisfaction and Discharge

We may discharge our obligations under the Indenture with respect to any tranche of Notes if (1) all outstanding Notes of such tranche, as the case may be, have been delivered to the Trustee for cancellation or (2) all outstanding Notes of such tranche, as the case may be, not delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year of the date of deposit or will be called for redemption in one year under arrangements satisfactory to the Trustee, and in the case of clause (2), we have deposited with the Trustee an amount sufficient to pay and discharge all outstanding Notes of such tranche, as the case may be, at maturity or the scheduled date of the redemption and, in all cases, paid all other amounts payable under the Indenture.

Methods of Payment

Paying Agents. The Issuer and the Guarantors agreed in the Indenture that there will at all times be a paying agent with an office in the Borough of Manhattan, The City of New York and in a city in a Member State of the European Union. The paying agent will make all payments on the Notes on the Issuer’s behalf. The Issuer and the Guarantors will ensure that to the extent practicable a paying agent is maintained in a Member State of the European Union (the “EU”) that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to the EU Savings Directive or any law implementing or complying with, or introduced in order to conform to, such Directive. Initially, such paying agent shall be The Bank of New York Mellon at its office at 101 Barclay Street, Floor 7 West, New York, NY 10286, United States and such additional office in a Member State of the European Union shall be at The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom.

Book-entry notes. The New Notes will be issued in book-entry form only. See “—Form of New Notes.” We will not issue certificated New Notes except in limited circumstances. The Bank of New York Mellon, as paying agent, will make payments of principal, premium, if any, and interest and additional amounts on book-entry notes to the account of DTC’s nominee, or other depositary, as applicable, as registered holder, by wire transfer of immediately available funds. Neither we nor the paying agent can make any payments to owners of beneficial interests in book entry notes. Instead, DTC will credit the funds to which an investor is entitled to the account of the participant through which the investor holds its New Notes. That participant, in turn, will credit those funds to your account (or the account of any other intermediary through which you hold your New Notes).

Certified notes. The New Notes will be issued in book-entry form only, and we will not issue certificated New Notes, except in limited circumstances. Each registered holder of certificated New Notes will receive payments of principal and interest due at Maturity or earlier redemption by wire transfer of immediately available funds after presenting the matured or redeemed note at The Bank of New York Mellon’s office at 101 Barclay Street, Floor 7 West, New York, New York 10286, United States and at The Bank of New York Mellon, London

38

Branch office, at One Canada Square, Long E14 5AL, United Kingdom, or at such other place as we may from time to time specify for such purposes in relation to any New Notes. Interest payable at any other time will be paid by check mailed to your address as it appears in the Registar’s records. If you own $5,000,000 or more of New Notes having the same terms and conditions, we will pay you interest prior to Maturity by wire transfer of immediately available funds if you give the appropriate instructions to the Trustee at least 10 calendar days before the applicable interest payment date.

Payments to Registered Holders. Payments of interest on Notes are payable to the entity or person in whose name the note is registered at the close of business on the record date before each interest payment date. However, interest payable at maturity, redemption or repayment will be payable to the person to whom principal is payable. The record date for any interest payment date for a Note will be the date (whether or not a Business Day) 15 calendar days immediately before such interest payment date. Registered holders of New Notes issued in the Exchange Offers on the relevant record dates for the first interest payment date following the consummation of the Exchange Offers will receive interest accruing from the most recent date on which interest has been paid or, if no interest has been paid on such Old Notes, from the Original Issue Date. See “The Exchange Offers—Consequences of Failure to Exchange.”

No Recourse

No recourse shall be had for the payment of the principal of, or premium, if any, or the interest on the Notes, for any claim based thereon, or otherwise in respect thereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Issuer or any Guarantor or of any successor person to the Issuer or the Guarantors, either directly or through the Issuer or any Guarantor or any successor person to the Issuer or the Guarantors, 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, as part of the consideration for the issue of the Notes and Guarantees thereto, expressly waived and released.

Notices

For so long as any tranche of Notes is listed on, or admitted to trading on or by, one or more stock exchange(s), competent authority(ies), quotation system(s) and/or market(s), all notices regarding such Notes shall be made in accordance with the rules and regulations of any such stock exchange(s), competent authority(ies), quotation system(s) and/or market(s).

Until such time as any certificated notes are issued in relation to a tranche of Notes that is represented by global notes deposited with, or on behalf of, DTC, as depositary, and registered in the name of Cede & Co. or registered in the name of a nominee for, and deposited with, a common depositary for Euroclear and Clearstream, we may instead deliver the relevant notice to DTC, Euroclear and Clearstream, notwithstanding any other manner of notice specified herein or in the Indenture, as applicable, for communication by them to investors. Any such notice shall be deemed to have been given to the relevant investors on the same day on which such notice was given to DTC and on the second day after the day on which such notice was given to Euroclear and Clearstream.

So long as any Notes are deposited with, or on behalf of, DTC, as depositary, and registered in the name of Cede & Co. or represented by global notes registered in the name of a nominee for, and deposited with, a common depositary for Euroclear and Clearstream, notices to be given by investors to us (for example, in relation to the exercise of any option to put Notes back to us) may be given by the relevant investor to The Bank of New York Mellon via DTC, Euroclear and/or Clearstream, as the case may be, in such manner as The Bank of New York Mellon and DTC, Euroclear and/or Clearstream, as the case may be, may approve for this purpose.

Title

We may treat the person in whose name a Notes is registered on the applicable Notes register as the absolute owner of such Note for all purposes.

39

Governing Law

All Notes, along with the Indenture and the Guarantees, will be governed by and construed in accordance with the laws of the State of New York.

Consent to Service and Submission to Jurisdiction

The Issuer and the Guarantors have designated in the Indenture GE Capital Treasury Services (US) LLC at 201 High Ridge Road, Stamford CT 06905, United States, as the authorized agent for service of process in any legal action or proceeding arising out of or relating to the Indenture, the Notes or the Guarantees brought in any federal or state court in the Borough of Manhattan, City of New York, State of New York and irrevocably submit to the non-exclusive jurisdiction of such courts for such purposes (and only for such purposes) as long as there are any outstanding Notes.

Regarding the Trustee

GE, GECC and other affiliates of GE maintain various commercial and investment banking relationships with The Bank of New York Mellon and its affiliates in their ordinary course of business.

If an Event of Default occurs under the Indenture and is continuing, the Trustee will be required to use the degree of care and skill of a prudent person in the conduct of that person’s own affairs. Subject to the preceding sentence and to the TIA, prior to the Trustee exercising any of its powers under the Indenture at the request of any of the holders of any Notes issued under the Indenture those holders shall have offered the Trustee reasonable security and indemnity satisfactory to it.

By its acquisition of Notes, each holder (including each holder of a beneficial interest in any Notes) will acknowledge and agree that, upon the exercise of any bail-in power by the relevant EEA resolution authority:

(i) the Trustee will not be required to take any further directions from the noteholders with respect to any portion of any Notes or any Guarantee of the Notes by any Guarantor subject to the BRRD that are written-down, converted to equity and/or cancelled under the Indenture; and

(ii) the Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of any bail-in power by the relevant EEA resolution authority,

provided, however, that notwithstanding the exercise of the bail-in power by the relevant EEA resolution authority, so long as any Notes or any obligations under any Guarantee remain outstanding, there will at all times be a Trustee in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee will continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Notes or any obligations under any Guarantee remain outstanding following the completion of the exercise of the bail-in power by the relevant EEA resolution authority.

If the Trustee becomes one of our creditors, its rights to obtain payment of claims in specified circumstances, or to realize for its own account on certain property received in respect of any such claim as security or otherwise will be limited under the terms of the Indenture and the TIA; provided, however, the Issuer’s obligation to reimburse and indemnify the Trustee under the Indenture shall survive the exercise of any bail-in power with respect to the Notes. The Trustee may engage in certain other transactions; however, if the Trustee acquires any conflicting interest (within the meaning specified under the TIA), generally, under the TIA and the terms of the Indenture it will be required to eliminate the conflict or resign.

Form of New Notes

The certificates representing the registered notes will be issued in fully registered form, without coupons. Except as described in the next paragraph, the New Notes will be deposited with, or on behalf of, DTC, and

40

registered in the name of Cede & Co., as DTC’s nominee, in the form of a global note. Holders of the New Notes will own book-entry interests in the global note evidenced by records maintained by DTC.

Book-entry interests may be exchanged for certificated notes of like tenor and equal aggregate principal amount, if:

(i) DTC notifies us that it is unwilling or unable to continue as depositary or we determine that DTC is unable to continue as depositary and we fail to appoint a successor depositary within 90 days,

(ii) we provide for the exchange pursuant to the terms of the Indenture, or

(iii) we determine that the book-entry interests will no longer be represented by global notes and we execute and deliver to the Trustee instructions to that effect.

As of the date of this prospectus, no certificated notes are issued and outstanding.

41

PLAN OF DISTRIBUTION

We will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by broker-dealers for their own account pursuant to the Exchange Offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offers and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration of the Exchange Offers, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the Exchange Offers, other than commissions or concessions of any broker-dealers, and will indemnify the holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act. We have agreed to pay all expenses incident to the Exchange Offers, (including the reasonable expenses of one counsel for the holders of the Old Notes), other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act, and except as set forth under “The Exchange Offers—Transfer Taxes.”

42

TAX CONSIDERATIONS

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax considerations relating to the exchange of Old Notes for New Notes in the Exchange Offers. It does not address any state, local or foreign tax considerations relating to the exchange.

The discussion below is based upon the provisions of the Code, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, in effect as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax considerations different from those discussed below.

Considerations of Tendering Notes

The exchange of your Old Notes for New Notes in the Exchange Offers will not constitute a material modification of the terms of the notes and therefore will not constitute a taxable event for U.S. federal income tax purposes. Accordingly, the exchange of your Old Notes for New Notes will have no U.S. federal income tax considerations to you. For example, there will be no change in your tax basis and your holding period will carry over to the New Notes. In addition, the U.S. federal income tax considerations of holding and disposing of your New Notes will be the same as those applicable to your Old Notes.

The preceding discussion of the material U.S. federal income tax considerations is for general information only and is not tax advice. Accordingly, each investor is urged to consult its own tax advisor as to the particular tax considerations to it of exchanging Old Notes for New Notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws.

43

CERTAIN UNITED KINGDOM TAX CONSIDERATIONS

The following is a summary based on current United Kingdom law and published HM Revenue and Customs (“HMRC”) practice regarding certain aspects relevant to the United Kingdom tax position of persons beneficially owning New Notes (each an “Investor”) and should be treated with appropriate caution. Particular rules may apply to certain classes of taxpayers holding New Notes (such as dealers and persons connected with us). The summary does not constitute tax or legal advice and the comments below are of a general nature only and may be subject to change in the future, possibly with retrospective effect. The following only applies to persons who are not resident in the United Kingdom for United Kingdom tax purposes, only covers those matters specifically referred to below and does not consider the tax treatment of any Old Notes, the Exchange or the Exchange Offers. Prospective investors in the New Notes should consult their professional advisers on the tax implications of the disposal of the Old Notes, the Exchange, the Exchange Offers, the holding, redemption or sale of the New Notes and the receipt of interest thereon under the laws of their country of residence, citizenship or domicile.

Withholding Taxes

Payments of interest on the New Notes may be made without deduction of or withholding on account of United Kingdom income tax if the payments do not have a United Kingdom source. Source depends on a number of different factors which must be considered together. Furthermore, the extent to which those factors point towards or against a United Kingdom source may change over time. Accordingly, it is possible that payments on the New Notes could have or acquire a United Kingdom source.

If payments of interest on the New Notes were to have a United Kingdom source, then payments may also be made without deduction of or withholding on account of United Kingdom income tax provided that the New Notes are and continue to be listed on a “recognized stock exchange” within the meaning of section 1005 of the Income Tax Act 2007 (the “Act”). The Irish Stock Exchange is a recognized stock exchange. The New Notes will satisfy this requirement if, as expected, they are officially listed in Ireland in accordance with provisions corresponding to those generally applicable in EEA states and are admitted to trading on the Irish Stock Exchange. Provided, therefore, that the New Notes are and remain so listed, interest on the New Notes will be payable without withholding or deduction on account of United Kingdom tax.

In other cases, an amount must generally be withheld from payments of interest on the New Notes that has a United Kingdom source on account of United Kingdom income tax at the basic rate (currently 20%), subject to reliefs and exemptions that may be available. However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to an Investor, HMRC can issue a notice to the Issuer to pay interest to the Investor without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty).

HMRC has powers to obtain information and documents relating to the New Notes, including in relation to issues of and other transactions in the New Notes, interest, payments treated as interest and other payments derived from the New Notes. This may include details of the beneficial owners of the New Notes, of the persons for whom the New Notes are held and of the persons to whom payments derived from the New Notes are or may be paid. Information may be obtained from a range of persons including persons who effect or are a party to such transactions on behalf of others, registrars and administrators of such transactions, the registered holders of the New Notes, persons who make, receive or are entitled to receive payments derived from the New Notes and persons by or through whom interest and payments treated as interest are paid or credited. Information obtained by HMRC may be provided to tax authorities in other jurisdictions.

The United Kingdom withholding tax treatment of payments by a Guarantor under the terms of a Guarantee which have a United Kingdom source is uncertain. In particular, such payments by the Guarantor may not be eligible for the exemption in respect of securities listed on a recognized stock exchange described above in

44

relation to payments of interest by the Issuer. Accordingly, if the Guarantor makes any such payments, these may be subject to United Kingdom withholding tax at the basic rate (currently 20%).

Income Tax

Interest on the New Notes and payments under a Guarantee that constitutes United Kingdom source income for tax purposes may, as such, be subject to income tax by direct assessment even where paid without withholding.

However, interest on the New Notes with a United Kingdom source received without deduction or withholding on account of United Kingdom tax is generally excluded from the charge to United Kingdom income tax for an Investor (other than certain trustees) who is not resident for tax purposes in the United Kingdom unless that Investor carries on a trade, profession or vocation in the United Kingdom through a United Kingdom branch or agency in connection with which the interest is received or to which the New Notes are attributable (and where that Investor is a company, unless that Investor carries on a trade in the United Kingdom through a permanent establishment in connection with which the interest is received or to which the New Notes are attributable). There are exemptions for interest received by certain categories of agent (such as some brokers and investment managers). The provisions of an applicable double taxation treaty may also be relevant for such Investors.

The same may not apply to payments under a Guarantee which have a United Kingdom source.

Corporation Tax

In general, Investors will not be subject to United Kingdom corporation tax unless resident in the United Kingdom or trading in the United Kingdom through a permanent establishment in the United Kingdom.

Capital Gains Tax

In general, Investors will not be subject to United Kingdom capital gains tax unless resident in the United Kingdom or trading in the United Kingdom through a branch or agency.

An individual Investor who has ceased to be resident in the United Kingdom for tax purposes for a period of five years or less and who disposes of New Notes during that period may also be liable on his or her return to the United Kingdom to United Kingdom taxation on any capital gain realized (subject to any available exemption or relief).

Stamp Duty and Stamp Duty Reserve Tax

No stamp duty or stamp duty reserve is payable on the issue of the New Notes, nor on a transfer of the New Notes through clearing otherwise than by way of written instrument. However, any instrument transferring a New Note on sale or in contemplation of a sale which is executed in the United Kingdom or which (if not executed in the United Kingdom) relates to any matter or thing done or to be done in the United Kingdom may be stampable at 0.5% of the sale consideration.

45

CERTAIN IRISH TAX CONSIDERATIONS

The Issuer will be treated as paying Irish-source income for Irish income and corporation tax purposes.

The following summary is based on existing Irish tax law, including relevant regulations, administrative ruling and practices, as in effect on the date hereof, which may apply to investors who are the beneficial owners of the New Notes to be issued in the Exchange Offers. Each prospective purchaser should understand that future legislative, administrative and judicial changes could modify the tax considerations described below. This summary is not exhaustive and prospective purchasers are advised to consult their own tax advisers as to the tax considerations of the purchase, ownership and disposition of the New Notes. In particular it does not address the specific tax considerations applicable to particular New Notes nor does it address the Irish tax position of a holder of the New Notes that is either resident or ordinarily resident in Ireland.

Withholding Tax on Interest

Withholding tax will not apply to interest payments made by the Issuer to holders of the New Notes to the extent that:

(a) the New Notes are “quoted Eurobonds”, being notes which are quoted on a recognized stock exchange (which would include the Irish Stock Exchange) and carry a right to interest, and interest payments are made:

• by a non-Irish located paying agent, which is expected to be the case or

• by or through an Irish located paying agent and: (i) an appropriate form of declaration of non-Irish residence is provided to the paying agent by or on behalf of the person who is the beneficial owner of the New Notes and who is beneficially entitled to the interest, or (ii) the New Notes and related coupons and receipts, if any are held in a clearing system recognized by Irish Revenue Commissioners (e.g., DTC, Euroclear, Clearstream Banking SA and Clearstream Banking AG); or

(b) the interest is paid in the ordinary course of a trade or business of the Issuer (which is expected to be the case) and the recipient is a company which is tax resident in: (i) a Member State of the EU, other than Ireland or (ii) a country with which Ireland has concluded a double taxation agreement (a “Double Taxation Agreement”), such as the United States, or (iii) a country with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified and in all instances the recipient is resident in a country that imposes a tax that generally applies to interest receivable in that country by companies from sources outside that country, and in all instances the interest is not paid to the recipient company in connection with a trade or business carried on by it in Ireland through a branch or agency; or

(c) the holder of New Notes is resident in a jurisdiction which has concluded a Double Tax Agreement with Ireland or in a jurisdiction with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified and in either instance the Double Taxation Agreement provides that Irish tax shall not be charged on Irish-source interest paid to such a resident and the holder of the New Notes is entitled to the benefit of that exemption from Irish tax and has made all the requisite filings with the appropriate authorities to obtain relief under that agreement as required; or

(d) the New Notes are “wholesale debt instruments”, being the New Notes which mature within two years of the date of exchange, and either:

• the person by or through whom the interest is paid (“the relevant person”) is not resident in Ireland and the payment is not made by or through a branch or agency through which a non-resident company carries on a trade or business in Ireland, and the New Notes are held in a recognized clearing system (e.g., DTC, Euroclear, Clearstream Banking SA and Clearstream Banking AG), and the New Notes are of a denomination of not less than €500,000, or U.S.$500,000, or in the case of a currency other than euro or U.S. dollars, the equivalent in that other currency of €500,000 (“an approved denomination”) at the date the Programme is first publicized, or

46

• the relevant person is resident in Ireland or the payment is made by or through a branch or agency through which a non-resident company carries on a trade or business in Ireland, and

(i) the New Notes are held in a recognized clearing system (e.g., DTC, Euroclear, Clearstream Banking SA and Clearstream Banking AG) and are of an approved denomination;

(ii) the holder of the New Notes is resident in Ireland and has provided its tax reference number to the relevant person; or

(iii) the holder of the New Notes is not resident in Ireland and has made a declaration of this fact.

The Irish Revenue Commissioners have also confirmed that Irish withholding tax is not levied on discounts arising on securities.

In all other cases, interest payments may be subject to withholding tax at the standard rate of income tax (which is currently 20%).

Encashment Tax

Encashment tax may arise in respect of the New Notes assuming that they constitute quoted Eurobonds. Where interest payments are made in respect of such notes by an Irish collection agent, encashment tax at the standard rate of income tax (currently 20%) will arise unless the person beneficially owning the New Notes and entitled to the interest thereon is not resident in Ireland and has provided the appropriate declaration to the relevant person. Where interest payments are made by or through a paying agent outside Ireland, which is expected to be the case, no encashment tax arises. Encashment tax will not arise in the case of the New Notes that are not quoted Eurobonds. Encashment tax will not arise by virtue of the clearing of a cheque, or the arranging for the clearing of a cheque, by a banker.

Liability of Holders of the New Notes to Irish Income Tax

Interest on the New Notes, whether paid gross or net, may be subject to Irish income tax or corporation tax, as the case may be. In general, holders of the New Notes that are resident or ordinarily resident for tax purposes in Ireland will be subject to Irish corporation tax or income tax with respect to interest on the New Notes.

Holders of the New Notes that are not resident or ordinarily resident in Ireland for tax purposes may be exempt from Irish income tax in respect of interest on the New Notes in the following circumstances:

(a) where the New Notes constitute wholesale debt instruments and the interest is paid free of withholding tax in the circumstances described above to a person who is tax resident in a Member State of the EU under the law of that Member State, or in a territory with which Ireland has a Double Taxation Agreement under the terms of that agreement, or in a territory with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified, under the terms of that agreement, and is not resident for tax purposes in Ireland;

(b) where the New Notes constitute wholesale debt instruments and the interest is paid free of withholding tax in the circumstances described above, to a company which is ultimately controlled (either directly or indirectly) by a person or persons tax resident in a Member State of the EU under the law of that Member State, or in a territory with which Ireland has a Double Taxation Agreement under the terms of that agreement, or in a territory with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified, under the terms of that agreement and is not under the control of person(s) who is/are not so resident, and is not resident for tax purposes in Ireland;

(c) where the New Notes constitute wholesale debt instruments and the interest is paid free of withholding tax in the circumstances described above, to a company (or 75% subsidiary of a company or where the company is wholly owned by two or more companies, each of those companies), the principal class of shares of which

47

is substantially and regularly traded on a recognized stock exchange in an EU Member State or in a territory or territories of a country with which Ireland has a Double Taxation Agreement or in a territory or territories with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified, and is not resident for tax purposes in Ireland;

(d) where the New Notes constitute quoted Eurobonds and the interest is paid free of withholding tax in the circumstances described above, to a person who is tax resident in a Member State of the EU under the law of that Member State, or in a territory with which Ireland has a Double Taxation Agreement under the terms of that agreement, or in a territory with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified, under the terms of that agreement, and is not resident for tax purposes in Ireland;

(e) where the New Notes constitute quoted Eurobonds and the interest is paid free of withholding tax in the circumstances described above, to a company which is ultimately controlled (either directly or indirectly) by a person or persons tax resident in a Member State of the EU under the law of that Member State, or in a territory with which Ireland has a Double Taxation Agreement under the terms of that agreement, or in a territory with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified, under the terms of that agreement and is not under the control of person(s) who is/are not so resident, and is not resident for tax purposes in Ireland;

(f) where the New Notes constitute quoted Eurobonds and the interest is paid free of withholding tax in the circumstances described above, to a company (or a 75% subsidiary of a company or where the company is wholly owned by two or more companies each of those companies), the principal class of shares of which is substantially and regularly traded on a recognized stock exchange in an EU Member State or in a territory or territories with which Ireland has a Double Taxation Agreement or in a territory or territories with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified, and is not resident for tax purposes in Ireland;

(g) where the interest is paid in the ordinary course of a trade or business of the Issuer and the holder of the New Notes is a company resident for tax purposes in a Member State of the EU or in a country with which Ireland has a Double Taxation Agreement, or in a country with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified and in all instances the recipient is resident in a country that imposes a tax that generally applies to interest receivable in that country by companies from sources outside that country;

(h) where the holder of the New Notes is resident in a country with which Ireland has signed a Double Taxation Agreement or in a country with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified and in all instances under the provisions of the relevant agreement with Ireland such person is exempt from Irish income tax on the interest; or

(i) discounts arising on the New Notes will not give rise to a liability to Irish income tax for the holder of the New Notes in circumstances where the holder of the New Notes is tax resident in a Member State of the EU under the law of that Member State, or in a territory with which Ireland has a Double Taxation Agreement under the terms of that agreement, or in a territory with which Ireland has signed a Double Taxation Agreement even though that agreement is not yet ratified, under the terms of that agreement, and is not resident for tax purposes in Ireland and the New Notes are issued in the ordinary course of a trade or business of the Issuer.

In all other instances a liability to Irish income tax arises but it has been the practice of the Irish Revenue Commissioners not to seek to collect this liability from non-resident persons unless the recipient of the interest has a connection with Ireland such as a claim for repayment of Irish tax deducted at source. Corporate holders who carry on a trade in Ireland through a branch or agency may be liable to Irish corporation tax where the New Notes are held in connection with the trade.

48

Capital Gains Tax

In the case of a person who is either resident or ordinarily resident in Ireland, the disposal or redemption of the New Notes may be liable to Irish capital gains tax. If a person is neither resident nor ordinarily resident in Ireland, it will not be liable to Irish capital gains tax on the disposal unless the New Notes: (i) are situated in Ireland and have been used in or for the purposes of a trade carried on by such person in Ireland through a branch or agency, or were used or held or acquired for use by or for the purpose of the branch or agency; or (ii) are not quoted on a stock exchange and derive their value or the greater part of their value from land, mineral rights or exploration rights in Ireland.

The rate of capital gains tax in Ireland is 33%.

Capital Acquisitions Tax on Gifts and Inheritances

Gift or inheritance tax may arise in respect of a gift or an inheritance of the New Notes where at the relevant date:

(a) the disponer (generally the person making the gift or inheritance of the New Notes) is resident or ordinarily resident in Ireland;

(b) the beneficiary is resident or ordinarily resident in Ireland; or

(c) the New Notes are regarded as Irish property.

The rate of capital acquisitions tax (e.g., gift or inheritance tax) is 33%. No capital acquisitions tax generally applies on gifts or inheritances between spouses.

Stamp Duty

Issue of the New Notes. No stamp duty arises on the issue of the New Notes.

Redemption of the New Notes. No stamp duty arises on the redemption of the New Notes.

Transfer of the New Notes. A stamp duty liability should not arise on the transfer of the New Notes issued by the Issuer if the following conditions are satisfied (the “Exemption Conditions”): (i) the New Notes do not carry a right of conversion into stocks or marketable securities (other than loan capital) of a company having a register in Ireland or into loan capital having such a right; (ii) the New Notes do not carry rights of the same kind as shares in the capital of a company, including rights such as voting rights, a share in the profits or a share in the surplus upon liquidation; (iii) the New Notes are issued for a price which is not less than 90% of the nominal value; and (iv) the New Notes do not carry a right to a sum in respect of repayment or interest which is related to certain movements in an index or indices (based wholly or partly and directly or indirectly on stocks or marketable securities) specified in any instrument or other document relating to such loan capital.

If the Exemption Conditions are satisfied, the transfer of the New Notes will be exempt from Irish stamp duty. If the Exemption Conditions are not satisfied, stamp duty at the rate of 1% of the consideration paid for the New Notes (or the market value of the New Notes, whichever is higher) will be chargeable on the transfer of the New Notes.

Accounting for Stamp Duty. Stamp duty, if chargeable, is payable by the transferee within 30 days after the date of execution of a transfer instrument. In practice, the Irish Revenue Commissioners will continue to accept stamp duty returns up to 44 days after execution of the transfer instrument. Late or inadequate payment of stamp duty may result in a liability for interest and penalties.

49

EU Savings Directive

Under the Savings Directive, each Member State is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entity established in that other Member State. However, for a transitional period, Austria and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at a rate of 35%. The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. Luxembourg announced that it will no longer apply the withholding system as from January 1, 2015 and will provide details of payments of interest or other similar income as from this date.

A number of non-EU countries and certain dependent or associated territories of certain Member States have adopted similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entity established in a Member State. In addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident or certain limited types of entity established in one of those territories.

On November 10, 2015, the Council of the European Union adopted the Directive repealing the Savings Directive. As a result of the repeal of the Savings Directive, Irish paying agents will no longer be required to report interest payment information to the Irish Revenue Commissioners on payments made to individuals resident in another EU Member State under the Savings Directive. The final period for which information is required to be exchanged under the Savings Directive for Irish paying agents is the period to December 31, 2015. The EU has adopted the Common Reporting Standard (see below) as the standard for automatic exchange of financial information for member states from January 1, 2016.

Common Reporting Standard (“CRS”)

The CRS was implemented within the EU under Council Directive 2014/107/EU (“DAC2”) and came into effect in Ireland on January 1, 2016. The aim of the CRS is to provide for the annual automatic exchange between governments of financial account information reported to them by local financial institutions relating to account holders who are tax resident in other CRS participating jurisdictions. The OECD leveraged the FATCA Model 1 IGA to design the CRS and, as such, it is broadly similar to the FATCA requirements (see below), albeit with numerous differences. It should result in a significantly higher number of reportable persons due to the increased instances of potentially in-scope accounts and the inclusion of multiple jurisdictions to which accounts must be reported. To date, more than 90 jurisdictions have publically committed to the implementation of CRS.

The CRS contains the due diligence and reporting that underpins the automatic exchange of financial account information. Ireland has provided for the implementation of CRS through Section 891F of the Taxes Consolidation Acts 1997 and the Returns of Certain Information by Reporting Financial Institutions Regulations 2015. From January 1, 2016, Irish Financial Institutions will be required to obtain certain tax information and undertake due diligence procedures in respect of pre-existing and new investors, including ensuring appropriate self-certifications are obtained from new investors at account opening stage. Reporting to the Irish Revenue Commissioners is required on an annual basis, the first of which must be made by June 30, 2017, in respect of the year ended December 31, 2016.

The information to be reported with respect to reportable accounts includes details of the name, address, taxpayer identification number(s) (“TIN”), place of residence and, in the case of investors who are individuals, the date and place of birth, together with financial details relating to the investment in the Irish financial institution, such as account balance or value, sales proceeds and other income payments. Reportable accounts include accounts held by individuals and entities (which includes trusts and foundations), and the CRS includes a requirement to look through passive entities to report on the relevant controlling persons.

50

Irish FATCA Considerations

In December 2012, Ireland and the United States entered into an intergovernmental agreement (“IGA”) relating to provision commonly referred to as “FATCA”. In order to implement its obligations pursuant to the IGA (Model 1 IGA), the Irish government has issued Regulations (Financial Accounts Reporting (United States) Regulations 2014 (S.I. No 292 of 2014)) and Guidance Notes on the implementation of FATCA in Ireland (issued on October 1, 2014). Under the Regulations and Guidance Notes, any Irish financial institution (as defined under the IGA) will be required to report annually to the Irish Revenue Commissioners (commencing in 2015) details on its U.S. account holders. In addition, under the Regulations and Guidance Notes, such institutions will also be required to amend their account on-boarding procedures with effect from July 1, 2014 in order to easily identify new U.S. account holders and report this information to the Irish Revenue.

The Issuer may be treated as an Irish financial institution for purposes of FATCA/CRS, and if so the Issuer intends to satisfy any obligations imposed upon it under relevant legislation and Regulations, which may require holders of the New Notes to provide the Issuer with certain information deemed necessary to satisfy these obligations. Holders of the New Notes are encouraged to consult with their own tax advisers regarding the possible implications of FATCA/CRS on their interests in the New Notes issued by the Issuer.

51

LEGAL MATTERS

Weil, Gotshal & Manges LLP, New York, New York has passed upon the validity of the notes and guarantees on behalf of GE, GECIHL and the Issuer. In addition, certain legal matters will be passed upon on behalf of GE, GECIHL and the Issuer by Allen & Overy LLP and A&L Goodbody.

EXPERTS

The consolidated financial statements of GE as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015, as updated by GE’s Current Report on Form 8-K filed on June 3, 2016, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, dated February 26, 2016, except for the guarantor financial information described in Note 27, which is as of June 3, 2016, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

*        *        *

52

GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY

OFFER TO EXCHANGE ALL OUTSTANDING AND UNREGISTERED

$6,106,952,000 2.342% Senior Notes due 2020

$1,979,425,000 3.373% Senior Notes due 2025

$11,464,668,000 4.418% Senior Notes due 2035

FOR NEWLY-ISSUED, REGISTERED

$6,106,952,000 2.342% Senior Notes due 2020

$1,979,425,000 3.373% Senior Notes due 2025

$11,464,668,000 4.418% Senior Notes due 2035

PROSPECTUS

June 3, 2016

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Certain Persons.

General Electric Company

Section 721 of the NYBCL provides that, in addition to indemnification provided in Article 7 of the NYBCL, a corporation may indemnify a director or officer by a provision contained in the certificate of incorporation or by-laws or by a duly authorized resolution of its shareowners or directors or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and material to the cause of action, or that such director or officer personally gained in fact a financial profit or other advantage to which he was not legally entitled.

Section 722(a) of the NYBCL provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Section 722(c) of the NYBCL provides that a corporation may indemnify a director or officer, made or threatened to be made a party in a derivative action, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action or in connection with an appeal therein if such director or officer acted in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be available under Section 722(c) of the NYBCL in respect of a threatened or pending action which is settled or otherwise disposed of, or any claim as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines, upon application, that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

Section 723 of the NYBCL specifies the manner in which payment of indemnification under Section 722 of the NYBCL or indemnification permitted under Section 721 of the NYBCL may be authorized by the corporation. It provides that indemnification may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723.

Section 724 of the NYBCL provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized. Section 722 and Section 723 of the NYBCL contain certain other miscellaneous provisions affecting the indemnification of directors and officers.

Section 726 of the NYBCL authorizes the purchase and maintenance of insurance to indemnify (1) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of Article 7 of the NYBCL, (2) directors and officers in instances in which they may be indemnified by the corporation under the provisions of Article 7 of the NYBCL, and (3) directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of Article 7 of the NYBCL, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance.

II-1

Section 6 of the Restated Certificate of Incorporation, as amended, of GE provides, in part, as follows:

A person who is or was a director of the corporation shall have no personal liability to the corporation or its shareholders for damages for any breach of duty in such capacity except that the foregoing shall not eliminate or limit liability where such liability is imposed under the NYBCL.

Article XI of the bylaws, as amended, of GE provides, in part, as follows:

A. The Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify any person who is or was or has agreed to become a director or officer of the Company (hereinafter, a “director” or “officer”) and who is or was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding (including any appeal therein), whether civil, criminal, administrative, investigative, legislative or otherwise (hereinafter, a “proceeding”), including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Company, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Company, or, while a director or officer of the Company, is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against (i) judgments, fines, amounts paid or to be paid in settlement, taxes or penalties, and (ii) costs, charges and expenses, including attorneys’ fees (hereinafter, “expenses”), incurred in connection with such proceeding, provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer and from which there is no further right to appeal establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Notwithstanding the foregoing, except as provided in Paragraph E with respect to a suit to enforce rights to indemnification or advancement of expenses under this Article XI, the Company shall be required to indemnify a director or officer under this Paragraph A in connection with any suit (or part thereof) initiated by such person only if such suit (or part thereof) was authorized by the Board of Directors.

B. In addition to the right to indemnification conferred by Paragraph A, a director or officer of the Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, also have the right to be paid by the Company the expenses incurred in defending any proceeding in advance of the final disposition of such proceeding upon delivery to the Company of an undertaking by or on behalf of such person to repay any amounts so advanced if (i) such person is ultimately found, under the procedure set forth in Paragraph C or by a court of competent jurisdiction, not to be entitled to indemnification under this Article XI or otherwise, or (ii) where indemnification is granted, to the extent the expenses so advanced by the Company exceed the indemnification to which such person is entitled.

C. To receive indemnification under Paragraph A, a director or officer of the Company shall submit to the Company a written request, which shall include documentation or information that is necessary to determine the entitlement of such person to indemnification and that is reasonably available to such person. Upon receipt by the Company of a written request for indemnification, if required by the New York Business Corporation Law, a determination with respect to the request shall be made (i) by the Board of Directors, acting by a quorum consisting of directors who are not parties to the proceeding upon a finding that the director or officer has met the applicable standard of conduct set forth in the New York Business Corporation Law, or (ii) if a quorum of such disinterested directors is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the director or officer has met the applicable standard of conduct set forth in the New York Business Corporation Law or by the shareholders upon a finding that such person has met such standard of conduct. The determination of

II-2

entitlement to indemnification shall be made, and such indemnification shall be paid in full, within 90 days after a written request for indemnification has been received by the Company. Upon making a request for indemnification, a director or officer shall be presumed to be entitled to indemnification and the burden of establishing that a director or officer is not entitled to indemnification under this Article XI or otherwise shall be on the Company.

D. To receive an advancement of expenses under Paragraph B, a director or officer shall submit to the Company a written request, which shall reasonably evidence the expenses incurred by such person and shall include the undertaking required by Paragraph B. Expenses shall be paid in full within 30 days after a written request for advancement has been received by the Company.

E. If a claim for indemnification or advancement of expenses is not paid in full by the Company or on its behalf within the time frames specified in Paragraph C or D, as applicable, a director or officer of the Company may at any time thereafter bring suit against the Company in a court of competent jurisdiction to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, such person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a director or officer of the Company to enforce a right to indemnification or advancement of expenses under this Article XI, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that such person is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the Company.

F. Notwithstanding any other provision of this Article XI, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, a director or officer of the Company shall be entitled to indemnification against all expenses incurred by such person or on such person’s behalf if such person appears as a witness or otherwise incurs legal expenses as a result of or related to such person’s service (i) as a director or officer of the Company, or (ii) while a director or officer of the Company, at any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Company, in any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding to which such person neither is, nor is threatened to be made, a party.

G. The Company may, to the extent authorized from time to time by the Board of Directors, or by a committee comprised of members of the Board or members of management as the Board may designate for such purpose, provide indemnification to employees or agents of the Company who are not officers or directors of the Company with such scope and effect as determined by the Board, or such committee.

H. The Company may indemnify any person to whom the Company is permitted by applicable law to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the New York Business Corporation Law or other rights created by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner. The right to be indemnified and to the advancement of expenses authorized by this Paragraph H shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or disinterested directors or otherwise.

I. The rights conferred by this Article XI shall be contract rights and shall vest at the time a person agrees to become a director or officer of the Company. Such rights shall continue as to a person who has ceased to be a director or officer of the Company and shall extend to the heirs and legal representatives of such person. Any repeal or modification of the provisions of this Article XI shall not adversely affect any right or protection hereunder of any director or officer in respect of any act or omission occurring prior to the time of such repeal or modification.

J. If any provision of this Article XI is held to be invalid, illegal or unenforceable for any reason whatsoever (i) the validity, legality and enforceability of the remaining provisions of this Article XI (including without

II-3

limitation, all portions of any paragraphs of this Article XI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Article XI (including, without limitation, all portions of any paragraph of this Article XI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

K. This Article XI may be amended, modified or repealed either by action of the Board of Directors of the Company or by the vote of the shareholders.

GE has purchased liability insurance for its officers and directors as permitted by Section 726 of the NYBCL.

GE Capital International Holdings Limited

Article 73 of GE Capital International Holdings Limited’s Articles of Association provides:

73.	(1)	Subject to paragraph (6), a relevant director of the Company or an associated company shall be indemnified out of the Company’s assets against:
			(a)	any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or an associated company or a relevant entity;
			(b)	any liability incurred by that director in connection with the activities of the company or an associated company or a relevant entity in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006);
			(c)	any other liability incurred by that director as an officer of the Company or an associated company or as a director, officer, employee or agent of a relevant entity.
	(2)	A person who is not a relevant director may be indemnified out of the Company’s assets, whether pursuant to:
			(a)	rights granted pursuant to, or provided by, any provision of the Companies Acts or any other provision of law; or
			(b)	other rights created by resolution of the directors or any written agreement providing for such indemnification authorised by any director designated by the directors for such purpose.
	(3)	The Company shall fund a relevant director’s expenditure for the purposes permitted under the Companies Acts and shall do anything to enable a relevant director to avoid incurring such expenditure as provided in the Companies Acts.
	(4)	The Company may fund the expenditure of any person in defending any proceeding for which such person is entitled to be indemnified pursuant to paragraph (2) and may do anything to enable such person to avoid incurring such expenditure.
	(5)	No relevant director shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.
	(6)	This article does not authorise any indemnity or funding of any director’s expenditure which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
	(7)	The rights of a director to be indemnified under paragraph (1) or to receive funding under paragraph (3) shall be in addition to and without prejudice to any other rights which the relevant director may have to be so indemnified or to have expenditure reimbursed by law or otherwise.
	(8)	The indemnity or funding of expenditure available to a relevant director under this article for a liability incurred by that director shall be reduced to the extent that that director is indemnified or receives funding of expenditure in respect of the same liability from any associated company.
	(9)	In this article a company is an “associated company” of either is a subsidiary of the other or both are subsidiaries of the same body corporate.

II-4

Article 74 of GE Capital International Holdings Limited’s Articles of Association provides:

74.	(1)	The directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant director in respect of any relevant loss.
	(2)	In this article a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the Company, any associated company or any pension fund or employees’ share scheme of the Company or associated company.

The following definitions are set out in GE Capital International Holdings Limited’s Articles of Association:

“relevant director” means any director or former director of the Company or of any associated company;

“relevant entity” means any company, partnership, joint venture, truest, employee benefit scheme or other organisation in relation to which a relevant director is or has served as a director, officer, employee or agent at the request of the Company;

GE maintains a liability insurance policy for the officers and directors of GECIHL, which only applies where it is unlawful for GECIHL to indemnify its officers and directors.

Clause 3 of GE Capital International Holdings Limited’s Deed of Indemnity, dated October 5, 2015 (the “Deed”) provides:

3. INDEMNITY

3.1 Subject to the requirements of Applicable Law and to clause 4, GECIHL shall indemnify and hold harmless, to the fullest extent permitted by applicable law from time to time, any Covered Person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer or employee of GECIHL, or while a director, officer or employee of GECIHL, is or was serving at the request of GECIHL as a director, officer, employee or agent of another body corporate, partnership or trust, against all liability or loss suffered and expenditure (including Legal Expenses) reasonably incurred by such Covered Person.

3.2 For the purposes of the Indemnity, the Covered Person shall provide such evidence of Legal Expenses incurred by the Covered Person as the Company may reasonably request.

3.3 The Indemnity shall continue without limit in point of time and shall, in relation to the Covered Person, survive that Covered Person ceasing to be a director, officer or employee of GECIHL and accordingly shall continue after the date on which he shall cease to be director or officer.

Clause 4 of the Deed further provides that:

4. EXCLUSIONS, LIMITATIONS AND ABILITY TO RECOVER

4.1 GECIHL shall not be required to indemnify any Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person, unless the commencement of such proceeding (or part thereof) by the Covered Person was authorised by the board of directors of GECIHL.

4.2 The indemnity in clause 3.1 shall not extend to any liability of any Covered Person in connection with any negligence, default, breach of duty or breach of trust in relation to GECIHL unless:

4.2.1 such liability is incurred by the Covered Person to a person other than GECIHL, provided that nothing in this clause 4.2.1 shall entitle the Covered Person to be so indemnified if, as a result, this clause 4.2.1 would not be a “qualifying third party indemnity provision” within the meaning of section 234 of the Act;

II-5

4.2.2 such liability is incurred in connection with GECIHL’s activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), provided that nothing in this clause 4.2.2 shall entitle the Covered Person to be so indemnified if, as a result, this clause 4.2.2 would not be a “qualifying pension scheme indemnity provision” within the meaning of section 235 of the Act.

4.3 A Covered Person shall:

4.3.1 forthwith repay any sums paid by GECIHL to fund Legal Expenses incurred by him in connection with a Proceeding; and

4.3.2 procure the discharge of any liability of GECIHL under any transaction connected with anything done by GECIHL to enable the Covered Person to avoid incurring Legal Expenses in connection with a Proceeding,

if, upon final determination of such Proceeding, the Covered Person is not (or would not have been) entitled under any provision of the Act or any other provision of Applicable Law to be indemnified in relation to that Proceeding.

4.4 For the purposes of clause 4.3, a conviction, judgement or refusal of relief in relation to a Proceeding becomes finally determined:

4.4.1 if not appealed against, at the end of the period for bringing an appeal; or

4.4.2 if appealed against, at the time when the appeal (or any further appeal) is disposed of, and an appeal is disposed of if it (or any further appeal) is determined and the period for bringing any further appeal has ended or if it is abandoned or otherwise ceases to have effect.

4.5 GECIHL shall, in the event a payment is made to the Covered Person under clause 3 in respect of a particular Liability, be entitled to recover from the Covered Person an amount equal to any payment received by that Covered Person under any policy of insurance or under any other right under which that Covered Person has made recovery to the extent that such payment relates to the Liability, provided that the Covered Person will not be required to repay to GECIHL any amount in excess of the net of tax amount paid by GECIHL to that Covered Person under this deed. The Covered Person will pay over such sum free of any deduction or withholding (other than any deduction or withholding required by law and any actual costs of recovery incurred by the Covered Person).”

For the purposes of the above provisions, the following words and expressions have the following meanings:

“Act” means the Companies Act 2006;

“Applicable Law” means any legal or regulatory restriction which in any way limits or defines the scope of an indemnity which may be given by GECIHL in respect of the matters contained in the Deed;

“Covered Persons” means the following persons, as well as any other person from time to time who has executed a Deed of Adherence in the form set out in the Deed:

Name	Address	Position
Stephen O’Connor	GECIHL’s registered address	Independent Non-Executive Director
John Devine	GECIHL’s registered address	Independent Non-Executive Director
Keith Sherin	GECIHL’s registered address	Non-Executive Director
Richard Laxer	GECIHL’s registered address	Director
Todd Smith	GECIHL’s registered address	Director
Andrew Bull	GECIHL’s registered address	Company Secretary
Ann French	GECIHL’s registered address	Assistant Company Secretary
Zahra Peermohamed	GECIHL’s registered address	Assistant Company Secretary

II-6

“GECIHL” means GE Capital International Holdings Limited;

“Legal Expenses” means expenses (including legal costs) incurred by a Covered Person in defending any Proceeding in respect of which he is entitled to be indemnified under clause 3.1;

“Liabilities” means all actions, claims, liabilities, charges, demands, proceedings, investigations and judgements and “Liability” shall mean each of them;

The relevant provisions of the Companies Acts referred to in GE Capital International Holdings Limited’s Articles of Association are sections 205, 206, 232, 233, 234, 235, 236, 237, 238, 463 and 1157 of the Companies Act 2006.

Section 205 provides:

“(1) Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc) for anything done by a company—(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him—(i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or (ii) in connection with an application for relief (see subsection (5)), or (b) to enable any such director to avoid incurring such expenditure, if it is done on the following terms.

(2) The terms are—(a) that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of—(i) the director being convicted in the proceedings, (ii) judgment being given against him in the proceedings, or (iii) the court refusing to grant him relief on the application; and (b) that it is to be so repaid or discharged not later than—(i) the date when the conviction becomes final, (ii) the date when the judgment becomes final, or (iii) the date when the refusal of relief becomes final.

(3) For this purpose a conviction, judgment or refusal of relief becomes final—(a) if not appealed against, at the end of the period for bringing an appeal; (b) if appealed against, when the appeal (or any further appeal) is disposed of.

(4) An appeal is disposed of—(a) if it is determined and the period for bringing any further appeal has ended, or (b) if it is abandoned or otherwise ceases to have effect.

(5) The reference in subsection (1)(a)(ii) to an application for relief is to an application for relief under—section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).”

Section 206 provides:

“Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc) for anything done by a company—(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him in defending himself—(i) in an investigation by a regulatory authority, or (ii) against action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or (b) to enable any such director to avoid incurring such expenditure.”

Section 232 provides:

“(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

II-7

(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—(a) section 233 (provision of insurance), (b) section 234 (qualifying third party indemnity provision), or (c) section 235 (qualifying pension scheme indemnity provision).

(3) This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

(4) Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.”

Section 233 provides:

“Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.”

Section 234 provides:

“(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company. Such provision is qualifying third party indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—(a) any liability of the director to pay—(i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (b) any liability incurred by the director—(i) in defending criminal proceedings in which he is convicted, or (ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or (iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

(5) For this purpose—(a) a conviction, judgment or refusal of relief becomes final—(i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and (b) an appeal is disposed of—(i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is abandoned or otherwise ceases to have effect.

(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under—section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).”

Section 235 provides:

“(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

II-8

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme. Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—(a) any liability of the director to pay—(i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose—(a) a conviction becomes final—(i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and (b) an appeal is disposed of—(i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is abandoned or otherwise ceases to have effect.

(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.”

Section 236 provides:

“(1) This section requires disclosure in the directors’ report of—(a) qualifying third party indemnity provision, and (b) qualifying pension scheme indemnity provision. Such provision is referred to in this section as “qualifying indemnity provision.”

(2) If when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

(3) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

(4) If when a directors’ report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

(5) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force.”

Section 237 provides:

(1) This section has effect where qualifying indemnity provision is made for a director of a company, and applies—(a) to the company of which he is a director (whether the provision is made by that company or an associated company), and (b) where the provision is made by an associated company, to that company.

(2) That company or, as the case may be, each of them must keep available for inspection—(a) a copy of the qualifying indemnity provision, or (b) if the provision is not in writing, a written memorandum setting out its terms.

II-9

(3) The copy or memorandum must be kept available for inspection at—(a) the company’s registered office, or (b) a place specified in regulations under section 1136.

(4) The copy or memorandum must be retained by the company for at least one year from the date of termination or expiry of the provision and must be kept available for inspection during that time.

(5) The company must give notice to the registrar—(a) of the place at which the copy or memorandum is kept available for inspection, and (b) of any change in that place, unless it has at all times been kept at the company’s registered office.

(6) If default is made in complying with subsection (2), (3) or (4), or default is made for 14 days in complying with subsection (5), an offence is committed by every officer of the company who is in default.

(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(8) The provisions of this section apply to a variation of a qualifying indemnity provision as they apply to the original provision.

(9) In this section “qualifying indemnity provision” means—(a) qualifying third party indemnity provision, and (b) qualifying pension scheme indemnity provision.”

Section 238 provides:

“(1) Every copy or memorandum required to be kept by a company under section 237 must be open to inspection by any member of the company without charge.

(2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum. The copy must be provided within seven days after the request is received by the company.

(3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), an offence is committed by every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.”

Section 463 provides:

“(1) The reports to which this section applies are—(a) the directors’ report, (b) the directors’ remuneration report, and (c) a summary financial statement so far as it is derived from either of those reports.

(2) A director of a company is liable to compensate the company for any loss suffered by it as a result of—(a) any untrue or misleading statement in a report to which this section applies, or (b) the omission from a report to which this section applies of anything required to be included in it.

(3) He is so liable only if—(a) he knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or (b) he knew the omission to be dishonest concealment of a material fact.

II-10

(4) No person shall be subject to any liability to a person other than the company resulting from reliance, by that person or another, on information in a report to which this section applies.

(5) The reference in subsection (4) to a person being subject to a liability includes a reference to another person being entitled as against him to be granted any civil remedy or to rescind or repudiate an agreement.

(6) This section does not affect—(a) liability for a civil penalty, or (b) liability for a criminal offence.”

Section 1157 provides:

“(1) If in proceedings for negligence, default, breach of duty or breach of trust against—(a) an officer of a company, or (b) a person employed by a company as auditor (whether he is or is not an officer of the company), it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—(a) he may apply to the court for relief, and (b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.”

GE Capital International Funding Company Unlimited Company

The Issuer is incorporated under the laws of Ireland. The constitutional documents of the Issuer confer an indemnity on every officer for the time being of the Issuer against any liability incurred by such person in defending any proceedings, whether civil or criminal, in relation to such person’s acts while acting in such office, in which judgment is given in favour of such person or in which such person is acquitted or in connection with any application under Sections 233 or 234 of the Irish Companies Act 2014, in which relief is granted to such person by the court.

Under Irish law, a company may not exempt its directors from liability for negligence or a breach of duty. The Irish Companies Act 2014 prescribes that an indemnity only permits a company to pay the costs or discharge the liability of a director or the secretary where judgment is given in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or secretary acted honestly and reasonably and ought fairly to be excused. Any provision for indemnification to a greater extent is void under Irish law, whether contained in the constitution of a company or any contract between a director and the relevant Irish Entity. However, where a breach of duty has been established, directors may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may fairly be excused as a result. The restriction in the Irish Companies Act 2014 does not apply to executives or other employees who are not a director or secretary of the company.

GE maintains a liability insurance policy for the officers and directors of the Issuer, which only applies where it is unlawful for the Issuer to indemnify its officers and directors.

II-11

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits (Including Those Incorporated By Reference)

Exhibit No.	Description of Exhibit
3.1	Restated Certificate of Incorporation of General Electric Company (Incorporated by reference to Exhibit 3(i) to General Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013), as amended by the Certificate of Amendment, dated December 2, 2015 (Incorporated by reference to Exhibit 3.1 to General Electric’s Current Report on Form 8-K, filed with the SEC on December 3, 2015), and as further amended by the Certificate of Amendment, dated January 19, 2016 (Incorporated by reference to Exhibit 3.1 to General Electric’s Current Report on Form 8-K, filed with the SEC on January 20, 2016).
3.2	Amended and Restated By-Laws of General Electric Company (filed as Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2015, and incorporated by reference herein).
3.3*	Certificate of Incorporation of GE Capital International Holdings Limited.
3.4*	Memorandum and Articles of Association of GE Capital International Holdings Limited.
3.5*	Certificate of Incorporation and Certificates of Incorporation on Change of Name of GE Capital International Funding Company Unlimited Company.
3.6*	Memorandum and Articles of Association of GE Capital International Funding Company Unlimited Company.
4.1	Indenture, dated as of October 26, 2015, among GE Capital International Funding Company, as issuer, General Electric Company and General Electric Capital Corporation, as guarantors, and The Bank of New York Mellon, as trustee (filed as Exhibit 99 to General Electric Company’s Current Report on Form 8-K filed with the SEC on October 26, 2015, and incorporated by reference herein).
4.2*	Form of 2.342% Senior Note due 2020, Form of 3.373% Senior Note due 2025 and Form of 4.418% Senior Note due 2035.
4.3*	First Supplemental Indenture, dated as of December 2, 2015 among GE Capital International Funding Company, as issuer, General Electric Company and General Electric Capital Corporation, as guarantors, GE Capital Sub 3, Inc., as successor guarantor and The Bank of New York Mellon, as trustee.
4.4*	Second Supplemental Indenture, dated as of December 3, 2015 among GE Capital International Funding Company, as issuer, General Electric Company and GE Capital Sub 3, Inc., as guarantors, GE Capital International Holdings Limited, as successor guarantor and The Bank of New York Mellon, as trustee.
4.5*	Registration Rights Agreement, dated as of October 26, 2015, among General Electric Company, General Electric Capital Corporation, GE Capital International Funding Company and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc. and Citigroup Global Markets Limited, Barclays Capital Inc., Barclays Bank PLC and Deutsche Bank Securities Inc., Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischler Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities, Inc. and Counterpart to Registration Rights Agreement, dated as of December 3, 2015, by GE Capital International Holdings Limited
5.1*	Opinion of Weil, Gotshal & Manges LLP.

II-12

Exhibit No.	Description of Exhibit
5.2*	Opinion of Allen & Overy LLP.
5.3*	Opinion of A&L Goodbody.
12.1	Computation of Ratio of Earnings to Combined Fixed Charges (filed as Exhibit 12(a) to General Electric Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2016 and as Exhibit 12 to General Electric Company’s Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2016, and incorporated by reference herein).
21.1	Subsidiaries of the Company (filed as Exhibit 21 to the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2016, and incorporated by reference herein).
23.1*	Consent of KPMG LLP.
23.2	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
23.3	Consent of Allen & Overy LLP (included in Exhibit 5.2).
23.4	Consent of A&L Goodbody (included in Exhibit 5.3).
24.1	Power of Attorney (included on the signature pages hereof).
25.1*	Form T-1 Statement of Eligibility of The Bank of New York Mellon, as trustee with respect to indenture dated as of October 26, 2015.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery.
99.3*	Consent to be Named as a Director Nominee.

* Filed herewith

Item 22. Undertakings.

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall

II-13

be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) The undersigned registrants hereby undertake to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Fairfield, State of Connecticut, on June 3, 2016.

GENERAL ELECTRIC COMPANY
By:	/s/ Christoph A. Pereira
	Name:	Christoph A. Pereira
	Title:	Vice President, Chief Corporate, Securities and Finance Counsel

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Daniel C. Janki and Christoph A. Pereira, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him or her and in his or her name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, as the attorney-in-fact and to file the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of June 3, 2016.

Signature	Title
/s/ Jeffrey R. Immelt Jeffrey R. Immelt	Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Director)
/s/ Jeffrey S. Bornstein Jeffrey S. Bornstein	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Jan R. Hauser Jan R. Hauser	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/ Sébastien M. Bazin Sébastien M. Bazin	Director
/s/ W. Geoffrey Beattie W. Geoffrey Beattie	Director
/s/ John J. Brennan John J. Brennan	Director
/s/ Francisco D’Souza Francisco D’Souza	Director
/s/ Marijn E. Dekkers Marijn E. Dekkers	Director
/s/ Susan J. Hockfield Susan J. Hockfield	Director
/s/ Andrea Jung Andrea Jung	Director
/s/ Robert W. Lane Robert W. Lane	Director

Signature	Title
/s/ Rochelle B. Lazarus Rochelle B. Lazarus	Director
/s/ Lowell C. McAdam Lowell C. McAdam	Director
/s/ James J. Mulva James J. Mulva	Director
/s/ James E. Rohr James E. Rohr	Director
/s/ Mary L. Schapiro Mary L. Schapiro	Director
/s/ James S. Tisch James S. Tisch	Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on June 3, 2016.

GE CAPITAL INTERNATIONAL HOLDINGS LIMITED
By:	/s/ R. Laxer
	Name: R. Laxer
	Title: Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints any of the directors, Andrew Bull, Leigh Murrin, Sian Ong, Brendan Gilligan and Paul Hurd, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, as the attorney-in-fact and to file the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of June 3, 2016.

Signature	Title
/s/ Keith Sherin Keith Sherin	Chairman and Director
/s/ Richard Laxer Richard Laxer	Chief Executive Officer and Director
/s/ Todd Smith Todd Smith	Chief Financial Officer and Director
/s/ Stephen O’Connor Stephen O’Connor	Director
/s/ John Devine John Devine	Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on June 3, 2016.

GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY
By:	/s/ Robert Green
	Name: Robert Green
	Title: Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints any of the directors, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, as the attorney-in-fact and to file the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of June 3, 2016.

Signature	Title
/s/ Columba Glavin Columba Glavin	Director
/s/ Robert M. Green Robert M. Green	Director
/s/ Matthew Susser Matthew Susser	Director
/s/ Chinmay Trivedi Chinmay Trivedi	Director
/s/ Rohan Chaddha Rohan Chaddha	Director
/s/ Kieran Tracey Kieran Tracey	Alternate Director

Exhibit Index

Exhibit No.	Description of Exhibit
3.1	Restated Certificate of Incorporation of General Electric Company (Incorporated by reference to Exhibit 3(i) to General Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013), as amended by the Certificate of Amendment, dated December 2, 2015 (Incorporated by reference to Exhibit 3.1 to General Electric’s Current Report on Form 8-K, filed with the SEC on December 3, 2015), and as further amended by the Certificate of Amendment, dated January 19, 2016 (Incorporated by reference to Exhibit 3.1 to General Electric’s Current Report on Form 8-K, filed with the SEC on January 20, 2016).
3.2	Amended and Restated By-Laws of General Electric Company (filed as Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2015, and incorporated by reference herein).
3.3*	Certificate of Incorporation of GE Capital International Holdings Limited.
3.4*	Memorandum and Articles of Association of GE Capital International Holdings Limited.
3.5*	Certificate of Incorporation and Certificates of Incorporation on Change of Name of GE Capital International Funding Company Unlimited Company.
3.6*	Memorandum and Articles of Association of GE Capital International Funding Company Unlimited Company.
4.1	Indenture, dated as of October 26, 2015, among GE Capital International Funding Company, as issuer, General Electric Company and General Electric Capital Corporation, as guarantors, and The Bank of New York Mellon, as trustee (filed as Exhibit 99 to General Electric Company’s Current Report on Form 8-K filed with the SEC on October 26, 2015, and incorporated by reference herein).
4.2*	Form of 2.342% Senior Note due 2020, Form of 3.373% Senior Note due 2025 and Form of 4.418% Senior Note due 2035.
4.3*	First Supplemental Indenture, dated as of December 2, 2015 among GE Capital International Funding Company, as issuer, General Electric Company and General Electric Capital Corporation, as guarantors, GE Capital Sub 3, Inc., as successor guarantor and The Bank of New York Mellon, as trustee.
4.4*	Second Supplemental Indenture, dated as of December 3, 2015 among GE Capital International Funding Company, as issuer, General Electric Company and GE Capital Sub 3, Inc., as guarantors, GE Capital International Holdings Limited, as successor guarantor and The Bank of New York Mellon, as trustee.
4.5*	Registration Rights Agreement, dated as of October 26, 2015, among General Electric Company, General Electric Capital Corporation, GE Capital International Funding Company and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc. and Citigroup Global Markets Limited, Barclays Capital Inc., Barclays Bank PLC and Deutsche Bank Securities Inc., Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischler Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities, Inc. and Counterpart to Registration Rights Agreement, dated as of December 3, 2015, by GE Capital International Holdings Limited.
5.1*	Opinion of Weil, Gotshal & Manges LLP.
5.2*	Opinion of Allen & Overy LLP.
5.3*	Opinion of A&L Goodbody.
12.1	Computation of Ratio of Earnings to Combined Fixed Charges (filed as Exhibit 12(a) to General Electric Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2016 and as Exhibit 12 to General Electric Company’s Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2016, and incorporated by reference herein).

Exhibit No.	Description of Exhibit
21.1	Subsidiaries of the Company (filed as Exhibit 21 to the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2016, and incorporated by reference herein).
23.1*	Consent of KPMG LLP.
23.2	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
23.3	Consent of Allen & Overy LLP (included in Exhibit 5.2).
23.4	Consent of A&L Goodbody (included in Exhibit 5.3).
24.1	Power of Attorney (included on the signature pages hereof).
25.1*	Form T-1 Statement of Eligibility of The Bank of New York Mellon, as trustee with respect to indenture dated as of October 26, 2015.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery.
99.3*	Consent to be Named as a Director Nominee.

* Filed herewith

EX-3.3

Exhibit 3.3

File Copy

CERTIFICATE OF INCORPORATION

OF A

PRIVATE LIMITED COMPANY

Company Number 9666321

The Registrar of Companies for England and Wales, hereby certifies that

GE CAPITAL INTERNATIONAL HOLDINGS LIMITED

is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England and Wales

Given at Companies House, Cardiff, on 1st July 2015

*N09666321K*

The above information was communicated by electronic means and authenticated by the Registrar of Companies under section 1115 of the Companies Act 2006

EX-3.4

Exhibit 3.4

MEMORANDUM OF ASSOCIATION

OF

GE CAPITAL INTERNATIONAL HOLDINGS LIMITED

Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the Company and to take at least one share.

Name of each subscriber	Authentication by each
	Subscriber
General Electric Capital Corporation
Dated: 1 July 2015

Company No. 096666321

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of GE CAPITAL INTERNATIONAL HOLDINGS LIMITED

(the “Company”)

INDEX TO THE ARTICLES

PART 1

INTERPRETATION AND LIMITATION OF LIABILITY

1. Defined terms

2. Liability of members

PART 2

DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

3. Directors’ general authority

4. Company Secretary / Administrator

5. Shareholders’ reserve power

6. Directors may delegate

7. Committees

DECISION-MAKING BY DIRECTORS

8. Directors to take decisions collectively

9. Unanimous decisions

10. Calling a directors’ meeting

11. Participation in directors’ meetings

12. Quorum for directors’ meetings

13. Chairing of directors’ meetings

14. Casting vote

15. Alternates voting at directors’ meetings

16. Transactions or arrangements with the company

17. Conflicts of Interest requiring board authorisation

18. Director’s may vote when interested

19. Proposing directors’ written resolutions

20. Adoption of directors’ written resolutions

21. Records of decisions to be kept

22. Directors’ discretion to make further rules

23. Change of name

APPOINTMENT OF DIRECTORS

24. Methods of appointing directors

25. Termination of director’s appointment

26. Appointment and Removal of directors by majority shareholders

27. Directors’ remuneration

28. Directors’ expenses

ALTERNATE DIRECTORS

29. Methods of Appointing Alternate Directors

30. Entitlements of Alternate Directors

31. Rights and responsibilities of alternate directors

32. Termination of alternate directorship

PART 3

SHARES AND DISTRIBUTIONS

SHARES

33. Disapplication of statutory pre-emption rights

34. Powers to issue different classes of share

35. Company not bound by less than absolute interests

36. Share certificates

37. Replacement share certificates

38. Calls on shares

39. Interest on unpaid calls

40. Amounts due on allotment treated as calls

41. Forfeiture

42. Surrender

43. Lien on shares not fully paid

44. Enforcement of lien by sale

45. Application of proceeds of sale

46. Share transfers

DIVIDENDS AND OTHER DISTRIBUTIONS

47. Procedure for declaring dividends

48. Payment of dividends and other distributions

49. No interest on distributions

50. Deduction from dividends

51. Unclaimed distributions

52. Non-cash distributions

53. Waiver of distributions

CAPITALISATION OF PROFITS

54. Authority to capitalise and appropriation of capitalised sums

PART 4

DECISION-MAKING BY SHAREHOLDERS

ORGANISATION OF GENERAL MEETINGS

55. Notice, attendance and speaking at general meetings

56. Quorum for general meetings

57. Chairing general meetings

58. Attendance and speaking by directors and non-shareholders

59. Adjournment

VOTING AT GENERAL MEETINGS

60. Voting: general

61. Errors and disputes

62. Poll votes

63. Content of proxy notices

64. Delivery of proxy notices

65. Amendments to resolutions

66. Single Member Company

67. Class meetings

PART 5

ADMINISTRATIVE ARRANGEMENTS

68. Means of communication to be used

69. Company seals

70. Destruction of Documents

71. No right to inspect accounts and other records

72. Provision for employees on cessation of business

INDEMNITIES AND INSURANCE

73. Indemnity

74. Insurance

PART 1

INTERPRETATION AND LIMITATION OF LIABILITY

Defined terms

1. In the articles, unless the context requires otherwise—

“articles” means the Company’s articles of association;

“associated company” has the meaning given in article 73;

“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

“chairman” has the meaning given in article 13;

“chairman of the meeting” has the meaning given in article 57;

“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the Company;

“director” means a director of the Company, and includes any person occupying the position of director, by whatever name called;

“distribution recipient” has the meaning given in article 48;

“document” includes, unless otherwise specified, any document sent or supplied in electronic form;

“electronic form” has the meaning given in section 1168 of the Companies Act 2006;

“Executive Employee” means an employee holding a senior management position within a group company;

“fully paid” in relation to a share, means that the nominal value and any premium to be paid to the Company in respect of that share have been paid to the Company;

“group” means the Company and every subsidiary and holding company of the Company and every subsidiary and holding company of such subsidiary and holding company;

“group company” means any company which is a member of the group;

“hard copy form” has the meaning given in section 1168 of the Companies Act 2006;

“holder” in relation to shares means the person whose name is entered in the register of members as the holder of the shares;

“holding company” has the meaning given in section 1168 of the Companies Act 2006;

“instrument” means a document in hard copy form;

“majority holder” means the holder or holders from time to time of at least 75 per cent in nominal value of the issued share capital of the Company conferring the right to attend and vote at general meetings;

“ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;

“paid” means paid or credited as paid;

“participate”, in relation to a directors’ meeting, has the meaning given in article 11;

“Prescribed Rate” means an annual rate of interest equal to two per cent above the prevailing base lending rate (or any equivalent or successor lending rate) of HSBC Bank plc in London;

“proxy notice” has the meaning given in article 63;

“relevant director” means any director or former director of the Company or of any associated company;

“relevant entity” means any company, partnership, joint venture, trust, employee benefit scheme or other organisation in relation to which a relevant director is or has served as a director, officer, employee or agent at the request of the Company;

“shareholder” means a person who is the holder of a share;

“shares” means shares in the Company;

“special resolution” has the meaning given in section 283 of the Companies Act 2006;

“subsidiary” has the meaning given in section 1159 of the Companies Act 2006; and

“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the Company.

Liability of members

2. The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

PART 2

DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

Directors’ general authority

3. Subject to the articles, the directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company. Company Secretary / Administrator

4. The directors shall have the power to appoint any person who is willing to act as the company secretary or administrator to carry out the day-to-day administration on behalf of the Company, at such remuneration and upon such conditions as the directors shall think fit. The directors may from time to time remove any person so appointed and, if they so decide, may appoint a replacement.

Shareholders’ reserve power

5. (1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.

(2) No such special resolution invalidates anything, which the directors have done before the passing of the resolution.

(3) No alteration of the articles invalidates anything which the directors have done before the alteration was made.

Directors may delegate

6. (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—

(a) to such person or committee;

(b) by such means (including by power of attorney);

(c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions; as they think fit.

(2) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.

(3) Where a provision in the articles refers to the exercise of a power, authority or discretion by the directors and that power, authority or discretion has been delegated by the directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.

(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees

7. (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

DECISION-MAKING BY DIRECTORS

Directors to take decisions collectively

8. (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 9.

(2) If—

(a) the Company only has one director, and

(b) no provision of the articles requires it to have more than one director,

the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.

(3) If only one director is eligible to vote on any authorisation required under article 16, the general rule does not apply, and the eligible director may take decisions in relation to the relevant matter without regard to any of the provisions of the articles relating to directors’ decision-making.

Unanimous decisions

9. (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.

(2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.

(3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.

(4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

Calling a directors’ meeting

10. (1) Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the company secretary or administrator (if any) to give such notice.

(2) Notice of any directors’ meeting must indicate—

(a) its proposed date and time;

(b) where it is to take place; and

(c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

(3) Notice of a directors’ meeting must be given to each director, but need not be in writing.

(4) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company either before or after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

Participation in directors’ meetings

11. (1) Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when—

(a) the meeting has been called and takes place in accordance with the articles, and

(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.

(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

Quorum for directors’ meetings

12. (1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but except where there is a sole director (in which case the quorum shall be one) and subject to paragraph (3) of this article, it must never be less than two, and unless otherwise fixed it is two.

(3) For the purposes of any meeting (or part of a meeting) held to authorise a director’s conflict, if there is only one director other than the conflicted director, the quorum for a meeting (or part of a meeting) shall be one.

(4) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision—

(a) to appoint further directors, or

(b) to call a general meeting so as to enable the shareholders to appoint further directors.

Chairing of directors’ meetings

13. (1) The directors may appoint a director to chair their meetings.

(2) The person so appointed for the time being is known as the chairman. The director so appointed shall preside at every meeting of directors at which he is present.

(3) The directors may terminate the chairman’s appointment at any time.

(4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

Casting vote

14. (1) If the numbers of votes for and against a proposal are equal (ignoring any votes which are to be discounted in accordance with the articles or the Companies Acts), the chairman or other director chairing the meeting has a casting vote.

(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

Alternates voting at directors’ meetings

15. A director who is also an alternate director has an additional vote on behalf of each appointor who is—

(a) not participating in a directors’ meeting, and

(b) would have been entitled to vote if they were participating in it.

Transactions or arrangements with the company

16. (1) Provided that he has disclosed to the directors the nature and extent of any interest of his in accordance with and to the extent required by the Companies Acts, a director notwithstanding his office:

(a) may be a party to, or otherwise interested in, any contract with the company or in which the company is otherwise interested;

(b) may be a director or other officer of, or employed by, or a party to any contract with, or otherwise interested in, any group company or in any body corporate promoted by the company or any group company or in which the company or any group company is interested;

(c) may act by himself or his firm in a professional capacity for the company (otherwise than as auditor).

(2) For the purposes of this article:

(a) a director shall be deemed to have disclosed the nature and extent of an interest which consists of him being a director, officer or employee of any group company; and

(b) a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any contract in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such contract of the nature and extent so specified.

(3) Where a director is a director or other officer of, or employed by, a group company, he:

(a) may in exercising his independent judgement take into account the success of other group companies as well as the success of the company; and

(b) shall in the exercise of his duties, where that other group company is a parent company, have a duty of confidentiality to the parent company in relation to confidential information of the parent company, but he shall not be restricted by any duty of confidentiality to the company from providing information to any parent company.

Conflicts of interest requiring board authorisation

17. (1) The directors may, subject to the quorum and voting requirements set out in the articles, authorise any matter which would otherwise involve a director breaching his duty under the Companies Acts to avoid conflicts of interest (“Conflict”).

(2) Any director (including the relevant director) may propose that the relevant director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the directors shall be effected in the same way that any other matter may be proposed to and decided upon by the directors under the provisions of the articles save that the relevant director shall not count towards the quorum nor vote on any resolution giving such authority and save further that if there are insufficient directors eligible to vote and therefore to form a quorum, article 8(3) will apply.

(3) Where the directors give authority in relation to a Conflict:

(a) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and

(b) the directors may revoke or vary such authority at any time but this will not affect anything done by the relevant director prior to such revocation in accordance with the terms of such authority.

(4) Where the directors give authority in relation to a Conflict or where any of the situations referred to in article 16(1) (“Permitted Situation”) applies:

(a) the directors may (whether at the relevant time or subsequently) (i) require that the relevant director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the directors or otherwise) related to the Conflict or Permitted Situation; and (ii) impose upon the relevant director such other terms for the purpose of dealing with the Conflict as it may determine;

(b) the relevant director will be obliged to conduct himself in accordance with any terms imposed by the board in relation to the Conflict or Permitted Situation; and

(c) the directors may provide that where the relevant director obtains (otherwise than through his position as a director of the company) information that is confidential to a third party, the director will not be obliged to disclose that information to the company, or to use or apply the information in relation to the company’s affairs, where to do so would amount to a breach of that confidence.

A director shall not, by reason of his office or of the fiduciary relationship thereby established, be liable to account to the company or the members for any remuneration, profit or other benefit realised by reason of his having any type of interest in a Conflict authorised under this article or in any Permitted Situation and no contract shall be liable to be avoided on the grounds of a director having any such interest.

Directors May Vote When Interested

18. (1) Subject where applicable to disclosure in accordance with the Companies Acts or the articles and subject to any terms imposed by the directors in relation to any Conflict or Permitted Situation, a director shall be entitled to vote in respect of any matter in which he is interested directly or indirectly and if he shall do so his vote shall be counted and, whether or not he does, his presence at the meeting he shall be taken into account in ascertaining whether a quorum is present.

(2) Subject to article 18(1), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.

(3) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

Proposing directors’ written resolutions

19. (1) Any director may propose a directors’ written resolution.

(2) The company secretary or administrator must propose a directors’ written resolution if a director so requests.

(3) A directors’ written resolution is proposed by giving notice of the proposed resolution to the directors.

(4) Notice of a proposed directors’ written resolution must indicate—

(a) the proposed resolution, and

(b) the time by which it is proposed that the directors should adopt it.

(5) Notice of a proposed directors’ written resolution must be given in writing to each director.

(6) Any decision which a person giving notice of a proposed directors’ written resolution takes regarding the process of adopting that resolution must be taken reasonably in good faith.

Adoption of directors’ written resolutions

20. (1) A proposed directors’ written resolution is adopted when all the directors who would have been entitled to vote on the resolution at a directors’ meeting have signed one or more copies of it, provided that those directors would have formed a quorum at such a meeting.

(2) It is immaterial whether any director signs the resolution before or after the time by which the notice proposed that it should be adopted.

(3) Once a directors’ written resolution has been adopted, it must be treated as if it had been a decision taken at a directors’ meeting in accordance with the articles.

Records of decisions to be kept

21. The directors must ensure that the Company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

Directors’ discretion to make further rules

22. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

Company name

23. Without prejudice to the ability of shareholders to change the Company’s name by special resolution, the directors may change the Company’s name by a decision taken in accordance with these articles, and shall do so if so directed in writing by the majority holder.

APPOINTMENT OF DIRECTORS

Methods of appointing directors and maximum number of directors

24. (1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—

(a) by ordinary resolution;

(b) by a decision of the directors;

(c) by notice in accordance with article 26.

(2) In any case where, as a result of death, bankruptcy or other events, the company has no shareholders and no directors, the transmittee(s) of the last shareholder have the right, by notice in writing, to appoint one or more persons to be a director.

(3) The maximum number of directors (other than alternate directors) shall be such number as shall be determined by the directors from time to time and in the absence of any such determination there shall be no maximum number of directors.

Termination of director’s appointment

25. A person ceases to be a director as soon as—

(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;

(b) a bankruptcy order is made against that person;

(c) a composition Is made with that person’s creditors generally in satisfaction of that person’s debts;

(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

(e) by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;

(f) notification is received by the Company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms;

(g) that person ceases to be an employee of any group company or ceases to be an Executive Employee;

(h) that person has for more than six consecutive months been absent without permission of the directors from meetings of directors held during that period and the directors resolve that that person should cease to be director; and

(i) notice of his removal is given in accordance with article 26

Appointment and Removal of directors by majority shareholders

26. A shareholder or shareholders holding a majority in nominal value of the issued shares may by notice in writing signed by or on behalf of him or them and delivered to the registered office or tendered at a meeting of the directors or at a general meeting of the company at any time and from time to time appoint any person who is willing to act, and Is permitted by law to do so, to be a director (either to fill a vacancy or as an additional director) or remove any director from office (no matter how he was appointed). The appointment or removal takes effect immediately on deposit of the notice or on such later date (if any) specified in the notice.

Directors’ remuneration

27. (1) Directors may undertake any services for the Company that the directors decide.

(2) Directors are entitled to such remuneration as the Company may determine—

(a) for their services to the Company as directors, and

(b) for any other service which they undertake for the Company.

(3) Subject to the articles, a director’s remuneration may—

(a) take any form, and

(b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.

(4) Unless the directors decide otherwise, directors’ remuneration accrues from day to day.

(5) Unless the directors decide otherwise, directors are not accountable to the Company for any remuneration which they receive as directors or other officers or employees of the Company’s subsidiaries or of any other body corporate in which the Company is interested.

Directors’ expenses

28. (1) The Company may pay any reasonable expenses which the directors properly incur in connection with their attendance at—

(a) meetings of directors or committees of directors,

(b) general meetings, or

(c) separate meetings of the holders of any class of shares or of debentures of the Company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.

(2) The company may fund a relevant director’s expenditure for the purposes permitted under the Companies Acts and may do anything to enable a relevant director to avoid incurring such expenditure as provided in the Companies Acts.

(3) No relevant director shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.

ALTERNATE DIRECTORS

Methods of Appointing Alternate Directors

29. (1) Any director (other than an alternate director) (the “appointor”) may appoint as an alternate any other director, or any other person approved by resolution of the directors, to:

(a) exercise that director’s powers, and

(b) carry out that director’s responsibilities,

in relation to the taking of decisions by the directors in the absence of the alternate’s appointor (such person known as an “alternate director”).

(2) Any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor, or in any other manner approved by the directors.

(3) The notice must:

(a) identify the proposed alternate, and

(b) in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the director giving the notice.

Entitlements of Alternate Directors

30. An alternate director shall be entitled to receive notice of all meetings of directors and of all meetings of committees of directors of which his appointor is a member, to attend and vote at any such meeting at which the director appointing him is not personally present, and generally to perform all the functions of his appointor as a director in his absence. But it shall not be necessary to give notice of such a meeting to an alternate director who is absent from the United Kingdom.

Rights and responsibilities of alternate directors

31. (1) An alternate director has the same rights, in relation to any directors’ meeting or directors’ written resolution and all meetings of committees of directors of which his appointor is a member, as the alternate’s appointor.

(2) Except as the articles specify otherwise, alternate directors—

(a) are deemed for all purposes to be directors;

(b) are liable for their own acts and omissions;

(c) are subject to the same restrictions as their appointors; and

(d) are not deemed to be agents of or for their appointors.

(3) A person who is an alternate director but not a director—

(a) may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person’s appointor is not participating), and

(b) may sign a written resolution (but only if it is not signed or to be signed by that person’s appointor).

No alternate may be counted as more than one director for such purposes.

(4) An alternate director may be paid expenses and may be indemnified by the Company to the same extent as if he were a director. An alternate director Is not entitled to receive any remuneration from the Company for serving as an alternate director except such part of the alternate’s appointor’s remuneration as the appointor may direct by notice in writing made to the Company.

Termination of alternate directorship

32. An alternate director’s appointment as an alternate terminates—

(a) when the alternate’s appointor revokes the appointment by notice to the Company in writing specifying when it is to terminate;

(b) on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate’s appointor, would result in the termination of the appointor’s appointment as a director; or

(c) when the alternate’s appointor ceases to be a director for any reason.

PART 3

SHARES AND DISTRIBUTIONS

SHARES

Disapplication of statutory pre-emption rights

33. In accordance with section 567(1) of the Companies Act 2006, sections 561 and 562 of the Companies Act 2006 shall not apply to the allotment of equity securities made by the Company.

Powers to issue different classes of share

34. (1) Subject to the articles, but without prejudice to the rights attached to any existing share, the Company may issue shares with such rights or restrictions as may be determined by ordinary resolution.

(2) The Company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the Company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

Company not bound by less than absolute interests

35. Except as required by law, no person is to be recognised by the Company as holding any share upon any trust, and except as otherwise required by law or the articles, the Company is not in any way to be bound by or recognise any interest in a share other than the holder’s absolute ownership of it and all the rights attaching to it.

Share certificates

36. (1) The Company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.

(2) Every certificate must specify—

(a) in respect of how many shares, of what class, it is issued;

(b) the nominal value of those shares; and

(c) that the shares are fully paid.

(3) No certificate may be issued in respect of shares of more than one class.

(4) If more than one person holds a share, only one certificate may be issued in respect of it.

(5) Certificates must be executed in accordance with the Companies Acts.

Replacement share certificates

37. (1) If a certificate issued in respect of a shareholder’s shares is—

(a) damaged or defaced, or

(b) said to be lost, stolen or destroyed, that shareholder is entitled to be issued with a replacement certificate in respect of the same shares.

(2) A shareholder exercising the right to be issued with such a replacement certificate—

(a) may at the same time exercise the right to be issued with a single certificate or separate certificates;

(b) must return the certificate which is to be replaced to the Company if it is damaged or defaced; and

(c) must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

Calls on shares

38. (1) The directors may, subject to the articles and to any conditions of allotment, make such calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or premium) as they think fit and each member shall (subject to receiving at least 14 clear days’ notice specifying the time and place of payment) pay the amount of every call so made upon his shares to the Company at the time and place so specified.

(2) A call may be made payable by instalments.

(3) A call is deemed made as soon as the resolution of the directors authorising such call is passed and an entry in the minute book of a resolution of the directors making the call is conclusive evidence of the making of the call.

(4) A call may be revoked or postponed in whole or in part as the directors may determine.

(5) The joint holders of a share are jointly and severally liable to pay all calls in respect of the share. A person on whom a call is made remains liable to pay the amount called despite the subsequent transfer of the share in respect of which the call is made.

Interest on unpaid calls

39. If any amount in respect of any call or instalment of a call is not paid on or before the day appointed for payment, the person from whom the amount of the call or instalment is due shall pay interest from day to day on such amount at the Prescribed Rate from and including that date until but excluding the date of actual payment and all costs, charges and expenses that may have been incurred by reason of such non-payment. The directors may, if they think fit, waive payment of such interest or costs, charges or expenses in whole or in part.

Amounts due on allotment treated as calls

40. Any amount which by the terms of allotment of a share is made payable upon allotment or at any fixed date whether on account of the nominal amount of the share or premium for all purposes of the articles is deemed to be a call duly made, notified and payable on the date fixed for payment and, in case of non-payment, the provisions of the articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such amount were a call duly made and notified.

Forfeiture

41. (1) If a member fails to pay in full any call or instalment of a call on or before the day appointed for payment, the directors may send a notice to him or to a person entitled by transmission to the share in respect of which the call was made requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and all costs, charges and expenses incurred by the Company by reason of such non-payment.

(2) The notice shall name a further day (not being less than 14 clear days following the date on which the notice is deemed received) on or before which, and the place where, the payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

(3) If the notice referred to in the previous Article is not complied with, any share in respect of which it has been given may, at any time before payment required by the notice has been made, be forfeited by a resolution of the Board. Such forfeiture shall include all dividends declared or other amounts payable in respect of the forfeited share and not actually paid before forfeiture.

(4) When a share has been forfeited, the Company shall send notice of the forfeiture to the person who was before forfeiture the holder of the share or the person entitled by transmission to the share. An entry of the fact and date of forfeiture shall be made in the register of members. No forfeiture is invalidated by an omission to send such notice or to make those entries.

(5) Subject to the Companies Acts, a forfeited share and all rights attaching to it shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was its holder before such forfeiture or to any other person on such terms and in such manner as the directors shall think fit. At any time before a sale, re-allotment or disposal, the forfeiture may be cancelled on such terms as the directors may think fit. The directors may authorise some person to execute an instrument of transfer of a forfeited share to the transferee.

(6) A member whose shares have been forfeited shall cease to be a member in respect of such shares and shall, if the share is a certificated share, surrender to the Company the certificate for the forfeited shares. The member remains liable to pay and shall immediately pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares with daily interest from the time of forfeiture until payment at the Prescribed Rate.

(7) A statutory declaration that the declarant is the company secretary or a director and that a share has been forfeited on a date stated in the declaration is conclusive evidence of the facts stated in the declaration as against all persons claiming to be entitled to the share and such declaration shall (subject, if necessary, to the execution of an instrument of transfer or transfer by means of the relevant system, as the case may be) constitute good title to the share. The person to whom the share is disposed of

shall be registered as the holder of the share and is not bound to see to the application of the purchase money (if any) and his title to the share is not affected by any irregularity in or invalidity of the proceedings with reference to the forfeiture or disposal of the share.

Surrender

42. The directors may accept a surrender of any share liable to be forfeited under article 41 and in that case references in the articles to forfeiture shall include surrender.

Lien on shares not fully paid

43. The Company has a first and paramount lien on every share (not being a share which is fully paid up) registered in the name of any member, either alone or jointly with any other person, for all moneys payable in respect of the share, whether the due date for the payment has arrived or not. The lien extends to all dividends from time to time declared or other moneys payable in respect of the share but the directors may at any time declare any share to be exempt, in whole or in part, from this article.

Enforcement of lien by sale

44. For the purposes of enforcing the lien the Company may sell, in such manner as the directors think fit, any share on which the Company has a lien, if the due date for payment of the relevant amounts has arrived and payment is not made within 14 clear days after a notice in writing stating and demanding payment of the amounts presently payable and giving notice of intention to sell in default, has been given to the holder of the share or the person entitled by transmission to the share. To give effect to a sale, the directors may authorise a person to execute an instrument of transfer of shares in the name and on behalf of the holder or the person entitled by transmission to, or in accordance with the directions of, the purchaser. The purchaser is not bound to see to the application of the purchase money and his title to the share is not affected by any irregularity in or invalidity of the proceedings connected with the sale.

Application of proceeds of sale

45. The net proceeds of a sale effected by article 44, after payment of the costs of the sale, shall be applied in or towards payment or satisfaction of so much of the sum in respect of which the lien exists as is presently payable. Any residue shall (subject to a like lien for any moneys not presently payable as existed upon the shares prior to the sale and on surrender to the Company for cancellation of the certificate for the shares sold or the provision of an indemnity as to any lost or destroyed certificate required by the Board) be paid to the holder of or the person entitled by transmission to the shares immediately prior to the sale.

Share transfers

46. (1) Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.

(2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.

(3) The Company may retain any instrument of transfer which is registered.

(4) The transferor remains the holder of a share until the transferee’s name is entered in the register of members as holder of it.

(5) The directors may refuse to register a transfer unless the instrument of transfer is delivered to the registered office or such other place as the directors may decide and is accompanied by the certificate for the shares to be transferred (or an indemnity for any certificate not In the transferor’s possession in such form as the directors may decide) and such other evidence as the directors may reasonably require to prove the title of the transferor and the execution by him of the transfer or, if the transfer is signed by some other person on his behalf, the authority of that person to do so.

(6) The directors shall not register a transfer, or purported transfer:

(a) to any infant, bankrupt or person with mental disorder; or

(b) which is otherwise in breach of the provisions of the articles.

(7) Other than in circumstances where the refusal to register a transfer is expressly permitted or required by these articles, the directors may not refuse to register the transfer of a share, and shall promptly approve for registration each transfer which is presented to them for registration.

(8) If the directors refuse to register the transfer of a share the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

DIVIDENDS AND OTHER DISTRIBUTIONS

Procedure for declaring dividends

47. (1) The Company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.

(2) A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.

(3) No dividend may be declared or paid unless it is in accordance with shareholders’ respective rights.

(4) Unless the shareholders’ resolution to declare or directors’ decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each shareholder’s holding of shares on the date of the resolution or decision to declare or pay it. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect

of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.

(5) If the Company’s share capital is divided Into different classes, no Interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.

(6) The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.

(7) If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

Payment of dividends and other distributions

48. (1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means—

(a) transfer to a bank or building society account specified by the distribution recipient either in writing or as the directors may otherwise decide;

(b) sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient’s registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide;

(c) sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide; or

(d) any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.

(e) by any form of inter-company transfer as approved by the directors.

(2) In the articles, “the distribution recipient” means, In respect of a share in respect of which a dividend or other sum is payable—

(a) the holder of the share; or

(b) if the share has two or more joint holders, whichever of them is named first in the register of members; or

(c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the person entitled to such share.

No interest on distributions

49. The Company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by—

(a) the terms on which the share was issued, or

(b) the provisions of another agreement between the holder of that share and the Company.

Deduction from dividends

50. The directors may deduct from any dividend payable on or in respect of a share all sums of money presently payable by the holder to the Company on any account whatsoever.

Unclaimed distributions

51. (1) All dividends or other sums which are—

(a) payable in respect of shares, and

(b) unclaimed after having been declared or become payable,

may be invested or otherwise made use of by the directors for the benefit of the Company until claimed.

(2) The payment of any such dividend or other sum into a separate account does not make the Company a trustee in respect of it.

(3) If—

(a) twelve years have passed from the date on which a dividend or other sum became due for payment, and

(b) the distribution recipient has not claimed it,

the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the Company.

Non-cash distributions

52. (1) Subject to the terms of issue of the share in question, the Company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any Company).

(2) For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution—

(a) fixing the value of any assets;

(b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and

(c) vesting any assets in trustees.

Waiver of distributions

53. Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the Company notice in writing to that effect, but if—

(a) the share has more than one holder, or

(b) more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

CAPITALISATION OF PROFITS

Authority to capitalise and appropriation of capitalised sums

54. (1) Subject to the articles, the directors may, if they are so authorised by an ordinary resolution—

(a) decide to capitalise any profits of the Company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the Company’s share premium account or capital redemption reserve; and

(b) appropriate any sum which they so decide to capitalise (a “capitalised sum”) to the persons who would have been entitled to it if it were distributed by way of dividend (the “persons entitled”) and in the same proportions.

(2) Capitalised sums must be applied—

(a) on behalf of the persons entitled, and

(b) in the same proportions as a dividend would have been distributed to them.

(3) Any capitalised sum may be applied in paying up new shares of a nominal amount equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.

(4) A capitalised sum which was appropriated from profits available for distribution may be applied in paying up new debentures of the Company which are then allotted credited as fully paid to the persons entitled or as they may direct.

(5) Subject to the articles the directors may—

(a) apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another;

(b) make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments); and

(c) authorise any person to enter into an agreement with the Company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

PART 4

DECISION-MAKING BY SHAREHOLDERS

ORGANISATION OF GENERAL MEETINGS

Notice, attendance and speaking at general meetings

55. (1)  General meetings shall be called by at least 14 clear days’ notice (that is, excluding the day of the general meeting and the day on which the notice is given).

(2) A general meeting may be called by shorter notice if it is so agreed by a majority in number of the shareholders having a right to attend and vote, being a majority together holding not less than 90 per cent in nominal value of the shares giving that right.

(3) The notice shall specify the date, time and place of the meeting and the general nature of the business to be transacted.

(4) Subject to the articles and to any restrictions imposed on any shares, the notice shall be given to all the shareholders, to all persons entitled to a share in consequence of the death or bankruptcy of a shareholder and to the directors and auditors of the Company.

(5) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

(6) A person is able to exercise the right to vote at a general meeting when—

(a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and

(b) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

(7) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.

(8) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.

(9) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

Quorum for general meetings

56. (1)  No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

(2) The number of persons who shall constitute a quorum shall be:

(a) if the Company has only one shareholder, one shareholder (present in person or by proxy or, if a corporate shareholder, by its duly authorised representative); and

(b) if the Company has more than one shareholder, any two shareholders entitled to vote upon the business to be transacted (present in person or by proxy or, if a corporate shareholder, by its duly authorised representative).

Chairing general meetings

57. (1)  If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.

(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start—

(a) the directors present, or

(b) (if no directors are present), the meeting, must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

(3) The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.

(4) In the case of a sole director, or only one director present and willing to act, he shall chair the meeting.

Attendance and speaking by directors and non-shareholders

58. (1)  Directors may attend and speak at general meetings, whether or not they are shareholders.

(2) The chairman of the meeting may permit other persons who are not—

(a) shareholders of the Company, or

(b) otherwise entitled to exercise the rights of shareholders in relation to general meetings, to attend and speak at a general meeting.

Adjournment

59. (1)  If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.

(2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if—

(a) the meeting consents to an adjournment, or

(b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

(3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.

(4) When adjourning a general meeting, the chairman of the meeting must—

(a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and

(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

(5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given)—

(a) to the same persons to whom notice of the Company’s general meetings is required to be given, and

(b) containing the same information which such notice is required to contain.

(6) No business may be transacted at an adjourned general meeting, which could not properly have been transacted at the meeting if the adjournment had not taken place.

VOTING AT GENERAL MEETINGS

Voting: general

60. (1)  A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

(2) Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the holder.

Errors and disputes

61. (1)  No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting Is valid.

(2) Any such objection must be referred to the chairman of the meeting, whose decision is final.

Poll votes

62. (1)  A poll on a resolution may be demanded—

(a) in advance of the general meeting where it is to be put to the vote, or

(b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

(2) A poll may be demanded by-

(a) the chairman of the meeting;

(b) the directors;

(c) two or more persons having the right to vote on the resolution; or

(d) a person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution.

(3) A demand for a poll may be withdrawn if—

(a) the poll has not yet been taken, and

(b) the chairman of the meeting consents to the withdrawal.

(4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.

Content of proxy notices

63. (1)  Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which—

(a) states the name and address of the shareholder appointing the proxy;

(b) identifies the person appointed to be that shareholder’s proxy and the general meeting in relation to which that person is appointed;

(c) is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and

(d) is delivered to the Company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

(2) The Company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

(4) Unless a proxy notice indicates otherwise, it must be treated as—

(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

(b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

Delivery of proxy notices

64. (1)  A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Company by or on behalf of that person.

(2) An appointment under a proxy notice may be revoked by delivering to the Company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.

Amendments to resolutions

65. (1)  An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if—

(a) notice of the proposed amendment is given to the Company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and

(b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

(2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if—

(a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

(b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

(3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

Single-Member Company

66. (1)  If, and for so long as, the Company has only one member, the provisions of this article shall apply.

(2) The sole member of the Company (or the proxy or authorised representative of the sole member representing that member at the relevant general meeting) shall be the Chairman of any general meeting of the Company.

(3) A proxy for the sole member of the Company may vote on a show of hands.

(4) All other provisions of these articles shall (in the absence of any express provision to the contrary) apply with such modification as may be necessary in relation to a Company which has only one member.

Class Meetings

67. The provisions of the articles relating to general meetings shall apply, with any necessary modifications, to any separate general meeting of the holders of shares of a class. For this purpose, a general meeting at which no holder of a share other than an ordinary share may, in his capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the ordinary shares.

PART 5

ADMINISTRATIVE ARRANGEMENTS

Means of communication to be used

68. (1)  Subject to the articles, anything sent or supplied by or to the Company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Company.

(2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

(3) A director may agree with the Company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

(4) The address for service of the Company shall be the registered office or such other place as the directors may appoint. The address for service of each shareholder shall be his address in the register of members within the United Kingdom or such other address for service, which may include an electronic address, as the addressee may from time to time notify to the Company for the purposes of this article. In the absence of such address the shareholder shall not be entitled to receive from the Company notice of any meeting.

(5) Notices or other documents or information will be deemed to be received:

(a) if personally delivered, at the time of delivery and, in proving service, it shall be sufficient to produce a receipt for the notice or other document or information signed by or on behalf of the addressee;

(b) if by letter, at noon two days after such letter was posted and, in proving service, it shall be sufficient to prove that the letter was properly prepaid or stamped first class, addressed and delivered to the postal authorities;

(c) if by electronic communication to an electronic address, on the same day it is sent and, in proving service, it shall be sufficient to prove that it was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators from time to time; and

(d) if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website.

(6) For the purposes of this article, no account shall be taken of any part of a day that is not a working day.

Company seals

69. (1)  Where the Company has a common seal, it shall only be used by the authority of the directors.

(2) The directors may decide by what means and in what form any common seal is to be used.

(3) Unless otherwise decided by the directors, if the Company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.

(4) For the purposes of this article, an authorised person is—

(a) any director of the Company;

(b) the company secretary (if any); or

(c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

Destruction of documents

70. (1)  The Company is entitled to destroy—

(a) all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entries are made in the register of members, from six years after the date of registration;

(b) all dividend mandates, variations or cancellations of dividend mandates, and notifications of change of address, from two years after they have been recorded;

(c) all share certificates which have been cancelled from one year after the date of the cancellation;

(d) all paid dividend warrants and cheques from one year after the date of actual payment; and

(e) all proxy notices from one year after the end of the meeting to which the proxy notice relates.

(2) If the Company destroys a document in good faith, in accordance with the articles, and without notice of any claim to which that document may be relevant, it is conclusively presumed in favour of the Company that—

(a) entries in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed were duly and properly made;

(b) any instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;

(c) any share certificate so destroyed was a valid and effective certificate duly and properly cancelled; and

(d) any other document so destroyed was a valid and effective document in accordance with its recorded particulars in the books or records of the Company.

(3) This article does not impose on the Company any liability, which it would not otherwise have if it destroys any document before the time at which this article permits it to do so.

(4) In this article, references to the destruction of any document include a reference to its being disposed of in any manner.

No right to inspect accounts and other records

71. Except as provided by law or authorised by the directors or an ordinary resolution of the Company, no person is entitled to inspect any of the Company’s accounting or other records or documents merely by virtue of being a shareholder.

Provision for employees on cessation of business

72. The directors may decide to make provision for the benefit of persons employed or formerly employed by the Company or any of Its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.

INDEMNITIES AND INSURANCE

Indemnity

73. (1)  Subject to paragraph (6), a relevant director of the Company or an associated company shall be indemnified out of the Company’s assets against—

(a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or an associated company or a relevant entity,

(b) any liability incurred by that director in connection with the activities of the Company or an associated company or a relevant entity in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),

(c) any other liability incurred by that director as an officer of the Company or an associated company or as a director, officer, employee or agent of a relevant entity.

(2) A person who is not a relevant director may be indemnified out of the Company’s assets, whether pursuant to:

(a) rights granted pursuant to, or provided by, any provision of the Companies Acts or any other provision of law; or

(b) other rights created by resolution of the directors or by a written agreement providing for such indemnification authorised by any director designated by the directors for such purpose.

(3) The Company shall fund a relevant director’s expenditure for the purposes permitted under the Companies Acts and shall do anything to enable a relevant director to avoid incurring such expenditure as provided in the Companies Acts.

(4) The Company may fund the expenditure of any person in defending any proceeding for which such person is entitled to be indemnified pursuant to paragraph (2) and may do anything to enable such person to avoid incurring such expenditure.

(5) No relevant director shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.

(6) This article does not authorise any indemnity or funding of any director’s expenditure which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

(7) The rights of a director to be indemnified under paragraph (1) or to receive funding under paragraph (3) shall be in addition to and without prejudice to any other rights which the relevant director may have to be so indemnified or to have expenditure reimbursed by law or otherwise.

(8) The indemnity or funding of expenditure available to a relevant director under this article for a liability incurred by that director shall be reduced to the extent that that director is indemnified or receives funding of expenditure in respect of the same liability from any associated company.

(9) In this article a company is an “associated company” of either is a subsidiary of the other or both are subsidiaries of the same body corporate.

Insurance

74. (1)  The directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant director in respect of any relevant loss.

(2) In this article a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the Company, any associated company or any pension fund or employees’ share scheme of the Company or associated company.

EX-3.5

Exhibit 3.5

9810739/1
Number 562542	DUPLICATE FOR THE FILE
	1657248

Certificate of Incorporation

I hereby certify that

GE INTERNATIONAL FINANCE COMPANY

is this day incorporated under

the Companies Acts 1963 to 2013.

Given under my hand at Dublin, this

Friday, the 22nd day of May, 2015

for Registrar of Companies
Certificate handed to/posted to*:	A & L Goodbody
	International Financial Services Centre,
	North Wall Quay,
	Dublin 1.

Signed:	Date: 25/5/2015
*       Delete as appropriate

9819033/1	DUPLICATE FOR THE FILE
Number 562542
	1658723

Certificate of Incorporation

on change of name

I hereby certify that

GE INTERNATIONAL FINANCE COMPANY

having, by a Special Resolution of the Company,

and with the approval of the Registrar of Companies,

changed its name, is now incorporated

under the name

GE CAPITAL INTERNATIONAL FUNDING COMPANY

and I have entered such name on the Register accordingly.

Given under my hand at Dublin, this

Wednesday, the 27th day of May, 2015

\

for Registrar of Companies
Certificate handed to/posted to*:	A & L Goodbody
	International Financial Services Centre,
	North Wall Quay,
	Dublin 1.

Signed: Date: 27-5-2015

* Delete as appropriate

Uimhir	562542
Number	562542

DEIMHNIÚ CORPRAITHE UM ATHRÚ AINM

Certificate of Incorporation

On Change Of Name

Deimhnim leis seo go bhfuil an chuideachta

I hereby certify that

GE CAPITAL INTERNATIONAL FUNDING COMPANY

a bhfuil a hainm athraithe aici le ceadú Chláraitheoir na gCuideachtai, corpraithe anois faoin ainm

having, with the approval of the Registrar of Companies, changed its name, is now incorporated under the name

GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY

agus go bhfuil an t-ainm sin curtha ar an gClár agam dá réir.

and I have entered such name on the Register accordingly.

Arna thabhairt faoi mo láimh, Given under my hand,   Céadaoin, an 13u lá d’Aibréan, 2016 Wednesday, the 13th day of April, 2016 WE CERTIFY THAT THE WITHIN IS A TRUE COPY OF THE ORIGINAL A&L Goodbody   DATED THE 15^th DAY OF April 2016 A&L GOODBODY

thar ceann Chláraitheoir na gCuideachtai

for Registrar of Companies

EX-3.6

Exhibit 3.6

            

COMPANIES ACT 2014

PUBLIC UNLIMITED COMPANY HAVING A SHARE CAPITAL

CONSTITUTION

OF

GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY

INCORPORATED ON 22 MAY 2015

A&L GOODBODY

SOLICITORS

1

COMPANIES ACT 2014

PUBLIC UNLIMITED COMPANY HAVING A SHARE CAPITAL

CONSTITUTION

OF

GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY

MEMORANDUM OF ASSOCIATION

1. The name of the Company is GE Capital International Funding Company Unlimited Company.

2. The Company is a public unlimited company having a share capital for the purposes of Part 19 of the Companies Act 2014 (the Act).

3. The objects for which the Company is established are:

a. To engage in financial service activities of every nature and kind and to provide financial services generally, and to finance, assist in financing, raise finance for, or act in any financing or commercial acquisition or sale or other disposal of any property or assets or any interest therein whether by way of acquiring share capital, debentures or other securities, leasing, hire purchase, hiring agreement, deferred payment, credit sale, absolute sale, invoice discounting, factoring or any other transaction, whether similar to the foregoing or not, and for such purposes to raise such finance as the Company may require in any currency and in any way, to assist generally in the acquisition of and disposal and financing of property and assets of any nature or kind, to acquire leases, hiring, hire purchase or other agreements or any rights thereunder or any other choses-in-action, or other interests and generally to carry on business and to act as financiers, lenders, financial advisers, traders, capitalists, merchants, agents, or in any other capacity in any part of the world.

b. To buy, lease, hire, or otherwise acquire in any manner, and by any means, ownership, whether legal or equitable, or any lesser estate, right or interest in any goods, equipment, articles, choses-in-action or other property or assets of any nature, kind, or description, whether tangible or intangible, and to sell, hire, lease, hire purchase, import, export, deal in, dispose of, or otherwise alienate all or any interest of the Company in any of the aforementioned.

c. To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on whether in connection with the above or otherwise or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

2

d. To subscribe for, take, purchase or otherwise acquire and hold shares, stocks, debentures, bonds, obligations and securities issued or guaranteed by any public or private company, corporation, or undertaking of whatever nature and wherever situated or carrying on business and shares, stocks, debenture bonds, obligations and other securities of the Ireland or any foreign government, or authority, supreme, municipal, local or otherwise whether at home or abroad and generally to carry on business as an investment or holding company.

e. To acquire any such securities or investments as aforesaid by public offer, original subscription, tender, syndicate participation, purchase, exchange or otherwise, and whether or not fully paid up, and to make payments thereon as called up, or in advance of calls, or otherwise to acquire any such securities or investments in excess of the moneys for the time being proposed to be invested and to hold, sell or otherwise dispose of any excess thereof, to subscribe for the same either conditionally or otherwise, and generally to sell, exchange or otherwise to dispose of, deal with or turn to account any of the assets of the Company or any securities or investments of the Company acquired, or agreed so to be, and to invest in or to acquire by repurchase or otherwise any securities or investments of the kind before enumerated, and to vary the securities and investments of the Company from time to time.

f. As a pursuit in itself or otherwise, to engage, whether for the purpose of making a profit or avoiding a loss or for any other purpose whatsoever, in currency and interest rate transactions and any other financial or other transactions of whatever nature, including any transaction for the purposes of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense or liability arising, or which may arise, directly or indirectly, from a change or changes in any interest rate or currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk or factor affecting the Company’s business, including but not limited to dealings, whether involving purchases, sales or otherwise, in foreign and Irish currency, spot and forward exchange rate contracts, forward rate agreements, caps, floors and collars, futures, options, swaps, credit derivatives and any other currency interest rate and other hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing.

g. To acquire by purchase, exchange, lease, fee farm grant or otherwise either for an estate in fee simple or for any lesser estate or other estate or interest whether immediate or reversionary, and whether vested or contingent, any lands, tenements or hereditaments of any tenure, whether subject or not to any charges or encumbrances, and to hold, farm, work, manage, sell, let, alienate, mortgage or charge any lands, tenements or hereditaments or any estates or interests therein, and any reversions, interests, annuities, life policies, and any other property, real or personal, movable or immovable either absolutely or conditionally, and either subject or not to any mortgage, charge, annuity, ground rent or other rent or encumbrance and generally to purchase take on lease or in exchange or otherwise acquire any real or personal property of any nature, including choses in action and any rights or privileges of any nature.

h. To develop and turn to account any lands, tenements or hereditaments acquired by the Company or in which the Company is interested, and in particular by farming, working, laying out or preparing’ the same for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings of any kind and by planting, draining, farming, cultivating, letting on building lease or building agreement or otherwise, and by advancing money to and entering into contracts and arrangements of all kinds with builders, contractors, tenants and others.

i. To lend money to such persons or companies either with or without security and upon such terms as may seem expedient and to guarantee the terms and provisions of any contracts or other obligations by any persons or companies and generally to give guarantees and indemnities for the obligations of any parties including the Company and whether or not the Company shall receive any consideration or other benefit for the same.

j. To borrow and raise money including, without limitation, by the creation and issue on such terms and conditions as may be thought expedient of debentures, debenture stock or other securities of any description and to pay or provide for brokerage, commission and underwriting in respect of any such issue.

3

k. To secure or otherwise collateralise on such terms and in such manner as may be thought fit, any indebtedness or obligation of the Company, either with or without the Company receiving any consideration or benefit, whether by personal covenant of the Company, or by mortgage, charge, pledge, assignment, trust or any other means involving the creation of security over all or any part of the undertaking, assets, property, rights, goodwill, uncalled capital and revenues of the Company of whatever kind both present and future or by any other means of collateralisation including, without limitation, by way of transfer of title to any of such undertaking, assets, property, rights, goodwill, uncalled capital and revenues.

l. To guarantee, or to provide any indemnity in respect of, the performance of the obligations of, and the repayment or payment of any debts of any person firm or company including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company or subsidiary (as defined by the Act) or another subsidiary (as defined by the Act) of the Company’s holding company or otherwise associated with the Company in business.

m. To establish and carry on and to promote the establishment and carrying on upon any property in which the Company has any interest of any business which may be conveniently carried on upon or in connection with such property and the establishment of which may seem calculated to enhance the value of the Company’s interest in such property and to facilitate the disposal thereof.

n. To acquire and undertake the whole or any part of the undertaking business, property and liabilities of any person or company carrying on any business which the Company is authorised to carry on or which is capable of being conducted so as to benefit the Company directly or indirectly or which is possessed of assets suitable for the purposes of the Company.

o. To amalgamate with merge with or otherwise become part of or associated with any other company or association in any manner permitted by law.

p. To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, industrial designs, know-how, concessions and other forms of intellectual property rights and the like conferring any exclusive or non-exclusive or limited or contingent rights to use, or any secrets or other information as to any invention or process of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop, or grant licences in respect of, or otherwise turn to account the property, rights or information so acquired.

q. To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

r. To enter into any arrangements with any Government or authority supreme, municipal, local or otherwise that may seem conducive to the Company’s objects or any of them and to obtain from any such government or authority any rights, privileges and concessions which the Company may think it desirable to obtain, and to carry out exercise and comply with any such arrangements, rights, privileges and concessions.

s. To establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of and to give or procure the giving of donations, gratuities, pensions allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or of any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary or who are or were any time Directors or Officers of the Company or of any such other company, as aforesaid, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested and the wives, widows, families and dependants of any such persons, and also to establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well being of the Company or of any other such company as aforesaid or of any such persons as aforesaid, and to make payments for or towards the insurance of any such persons as aforesaid, and to subscribe or guarantee money for charitable, benevolent or political objects including the promotion of the arts and cultural artistic and literary matters generally or for any exhibition or for any public, general or useful object, and to do any of the matters aforesaid either alone or in conjunction with any such other company or other person as aforesaid.

4

t. To indemnify, to the fullest extent permitted by applicable law, any employee, servant, consultant, agent, representative and adviser of the company, or any person while serving in any such capacity at the request of the company for another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity, including services with respect to employee benefit plans, who is made or threatened to be made a party to, or is otherwise involved in, any action, suit or proceeding, whether civil or criminal, administrative or investigative in connection with the carrying out of his functions in such capacity from and against any and all liabilities, proceedings, claims, costs, charges, damages, losses and expenses, including legal fees, which may be suffered or incurred by him in connection with such action, suit or proceeding, in each case to such extent and in such manner as the directors may in their discretion from time to time determine.

u. To promote any company or companies for the purpose of acquiring all or any of the assets and/or liabilities of the Company or for any other purpose which may seem directly calculated to benefit the Company.

v. To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

w. To draw, make, accept, endorse, discount, execute, issue cheques, promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

x. To undertake and execute any trusts the undertaking whereof may seem desirable whether gratuitously or otherwise.

y. To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any other company having objects in whole or in part similar to those of this Company.

z. To adopt such means of making known the products and business of the Company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals, and by granting prizes, rewards, donations and other forms of sponsorship.

aa. To obtain any provisional Order or Act of the Oireachtas or any licence certificate or other authority for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company’s constitution or for any other purpose which may seem expedient and to oppose any proceedings applications or intended legislation or regulation which may seem calculated directly or indirectly to prejudice the Company’s interests.

bb. To procure the Company to be established, registered or recognised in any country or place.

cc. To promote freedom of contract and to resist, insure against, counteract and discourage interference therewith, to join any lawful federation, union or association, or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of, or interference with, the Company’s or any other trade or business, or providing or safeguarding against the same, or resisting or opposing any strike movement or organisation which may be thought detrimental to the interests of the Company or its employees, and to subscribe to any association or fund for any such purposes.

dd. To do all or any of the above things in any part of the world, and as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents, or otherwise, and either alone or in conjunction with others.

ee. To distribute any of the property of the Company in specie among the members.

5

ff. To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

Note:- It is hereby declared that the word “company” in this clause (except where it refers to this Company) shall be deemed to include any partnership or other body of persons, whether incorporated or not incorporated, and whether domiciled or resident in Ireland or elsewhere, and the intention is that the objects specified in each paragraph of this clause shall except where otherwise expressed in such paragraph be in no way limited or restricted by reference to, or inference from, the terms of any other paragraph.

4. The share capital of the Company is $100,000,000 divided into 100,000,000 ordinary shares of $1 each.

5. The liability of the members is unlimited.

6

ARTICLES OF ASSOCIATION

The following Regulations shall apply to the company:

1. Preliminary, Definitions and Interpretation:

1.1. In these Articles, unless the context otherwise requires:

Act means the Companies Act 2014;

committee means a committee established by the directors which may consist in whole or in part of members of the board of directors of the company;

director means a director for the time being of the company or a director present at a meeting of the board of directors and includes any person occupying the position of director by whatever name called, and directors means all of such persons;

Holding Company means any body holding more than half in nominal value of the equity share capital (as defined in Section 7(11) of the Act) and of the shares in the Company carrying voting rights (other than voting rights which arise only in specified circumstances);

Ireland means Ireland excluding Northern Ireland;

the register means the register of members to be kept as required by Section 169 of the Act and registered address means the address of a member as entered in the register;

the seal means the common seal of the company;

USD or $ means the lawful currency of the United States of America.

1.2. The provisions of the Act which are stated therein to apply to a public unlimited company having a share capital, save to the extent that its constitution is permitted to provide or state otherwise, will apply to the company subject to the alterations contained in these Articles, and will, so far as not inconsistent with these Articles, bind the company and the members.

1.3. Unless the contrary is clearly stated, references to the Act or to any other enactment (including any subordinate legislation) or any section or provision thereof shall mean the Act or such enactment, subordinate legislation, section or provision (as the case may be), as the same may be consolidated, amended, extended, modified, supplemented or re-enacted (whether before or after the date hereof) from time to time and may be for the time being in force.

1.4. Unless specifically defined in these Articles or the context otherwise requires, words or expressions contained in this Constitution and not specifically defined herein shall bear the same meanings as in the Act, but excluding any statutory modification thereof not in force when this Constitution became binding on the company and the members.

1.5. Reference to any document includes that document as amended or supplemented from time to time.

1.6. Unless the context otherwise requires, expressions in these Articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and to writing in electronic form and any other modes of representing or reproducing words in a visible form, and expressions in these Articles referring to execution of any document shall include any mode of execution whether under seal or under hand.

1.7. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine, and words importing persons include corporations.

7

1.8. Headings are inserted for convenience only and do not affect the construction or interpretation of these Articles.

1.9. Unless the context otherwise requires, reference to Articles and to paragraphs are to these Articles and the paragraphs of these Articles.

2. Company Seal: Without prejudice to the provisions of the Act in relation to the use of the seal of a company, any registered person authorised by the board of directors of the company in accordance with the applicable provisions of the Act will be entitled to use the seal of the company and may sign or countersign an instrument to which the seal is affixed, and an alternate who is not also a director will also be entitled to sign or countersign an instrument to which the seal is affixed, as if he were the director who appointed him.

3. Official Seal: The company may have for use in any place abroad an official seal which shall resemble the seal of the company with the addition on its face of the name of every place abroad where it is to be used.

4. Share Capital, Variation of Company Capital and Reduction of Company Capital:

4.1. The authorised share capital of the company is $100,000,000 divided into 100,000,000 ordinary shares of $1 each.

4.2. The company may, by special resolution, do any one or more of the following from time to time-

(a) consolidate and divide all or any of its shares into shares of a larger nominal value than its existing shares;

(b) subdivide its shares, or any of them, into shares of a smaller nominal value;

(c) increase the nominal value of any of its shares by the addition to them of any undenominated capital;

(d) reduce the nominal value of any of its shares by the deduction from them of any part of that value, subject to the crediting of the amount of the deduction to undenominated capital, other than the share premium account;

(e) convert any undenominated capital into shares for allotment as bonus shares to holders of existing shares;

(f) increase its share capital by new shares of such amount as it thinks expedient; or

(g) cancel shares of its share capital which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

4.3. The company may, by special resolution, reduce its company capital in any way it thinks expedient (including by way of redemption, purchase or otherwise) and, without prejudice to the generality of the foregoing, may thereby-

(a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up;

(b) either with or without extinguishing or reducing liability on any of its shares, cancel any paid up company capital which is lost or unrepresented by available assets; or

(c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid up company capital which is in excess of the wants of the company, provided that a resolution shall not be valid for the purposes of this Article 4.3 if it would have the effect that the company no longer has any members.

8

4.4. Without prejudice to the generality of Article 4.3, all shares allotted by the company shall be redeemable and the company will be at liberty at any time to give notice in writing to any holder of shares of its desire to redeem or purchase the same or any of them on such terms and for such consideration as may be agreed between the company and such holder, and any holder of shares will likewise be at liberty at any time to give notice in writing to the company that it wishes all or any of the shares held by the holder to be redeemed or purchased on such terms and for such consideration as may be agreed between the holder and the company. Upon the satisfaction of the consideration for such shares the holder’s name shall be removed from the register as holder of the shares specified in the relevant notice

4.5. The rights conferred upon the holders of shares of any class with preferred or other rights issued by the company shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

5. Authority to Allot Shares:

5.1. The directors are generally and unconditionally authorised pursuant to Section 1021 of the Act to exercise all powers of the company to allot relevant securities (within the meaning of the said Section 1021) up to the amount of the authorised but unissued share capital of the company as at the date of the adoption of these Articles. The authority hereby conferred shall expire on the date falling five years from the date of adoption of these Articles unless previously renewed, varied or revoked, provided that the company may make an offer or agreement before the expiry of the authority hereby conferred which would or might require any such relevant securities to be allotted after such authority has expired and the directors may allot relevant securities in pursuance of any such offer or agreement as if the said authority had not expired.

5.2. Section 1022(1) of the Act is hereby excluded in its application in relation to all allotments of equity securities, as defined by Section 1023 of the Act.

5.3. The directors may execute and do all such documents, acts and things as in their opinion are necessary or desirable in order to give effect to the authority conferred by this Article.

6. Transfer of Shares:

6.1. The instrument of transfer of any share shall be executed by or on behalf of the transferor and the transferee.

6.2. Without prejudice to the powers of the directors under Section 95(2) of the Act, the directors may, in their absolute discretion, and without giving any reason for doing so, decline to register any transfer of any share, whether or not it is a fully paid share. The restriction on the power to decline to register a transfer of shares contained in Section 95(1)(b) of the Act shall not apply.

7. Dividends and other Distributions:

7.1. The company may, by ordinary resolution, declare dividends but no dividend shall exceed the amount recommended by the directors of the company.

7.2. The directors of a company may from time to time:

7.2.1. pay to the members, or a particular member, such interim dividends as appear to the directors to be justified by the profits of the company;

7.2.2. before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion either be employed in the business of the company or be invested in such investments as the directors may lawfully determine;

9

7.2.3. without placing the profits of the company to reserve, carry forward any profits which they may think prudent not to distribute.

7.3. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid.

7.4. No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this section as paid on the share.

7.5. All dividends shall be apportioned and paid proportionally to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for a dividend as from a particular date, such share shall rank for dividend accordingly.

7.6. The directors may deduct from any dividend payable to any member, all sums of money (if any) immediately payable by him or her to the company on account of calls or otherwise in relation to the shares of the company.

7.7. A general meeting of a company declaring a dividend, interim dividend, bonus or other distribution may direct payment of such dividend, interim dividend, bonus or other distribution wholly or partly by the distribution of specific assets and, in particular, paid up shares, debentures or debenture stock of any other company or in any one or more of such ways.

7.8. The directors of the company shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the directors may settle the matter as they think expedient and, in particular, may:

7.8.1. issue fractional certificates and fix the value for distribution of such specific assets or any part of them;

7.8.2. determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties; and

7.8.3. vest any such specific assets in trustees as may seem expedient to the directors.

7.9. Any dividend, interest or other moneys payable in cash in respect of any shares may be paid:

7.9.1. by cheque or negotiable instrument sent by post directed to or otherwise delivered to the registered address of the holder, or where there are joint holders, to the registered address of that one of the joint holders who is first named on the register or to such person and to such address as the holder or the joint holders may in writing direct; or

7.9.2. by agreement with the payee (which may either be a general agreement or one confined to specific payments), by direct transfer to a bank account nominated by the payee.

7.10. Any such cheque or negotiable instrument shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders may direct, and payment of the cheque or negotiable instrument shall be a good discharge for the company. Every such cheque or negotiable instrument shall be sent at the risk of the person entitled to the money represented thereby.

7.11. Any one of two or more joint holders may give valid receipts for any dividends, bonuses or other moneys payable in respect of the shares held by them as joint holders, whether paid by cheque or negotiable instrument or direct transfer.

10

7.12. No dividend or distribution shall bear interest against the company and in accordance with Section 1255 of the Act no dividend or other distribution shall be required to be made out of profits available for distribution.

7.13. The company in general meeting may, on the recommendation of the directors, resolve that any relevant sum be capitalised and applied on behalf of the members who would have been entitled to receive that sum if it had been distributed by way of dividend and in the same proportions in or towards paying up in full unissued shares of the company of a nominal value equal to the relevant sum capitalised (such shares to be allotted and distributed credited as fully paid up to and amongst such holders and in the proportions as aforementioned).

7.14. The company in general meeting may, on the recommendation of the directors, resolve that it is desirable to capitalise any part of a relevant sum which is not available for distribution, by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares, to those members of the company who would have been entitled to that sum if it were distributed by way of dividend (and in the same proportions).

7.15. The directors of the company shall give effect to any resolution under Article 7.13 or Article 7.14 above.

7.16. For that purpose the directors shall make:

7.16.1. all appropriations and applications of the undivided profits resolved to be capitalised by the resolution; and

7.16.2. all allotments and issues of fully paid shares, if any, and generally shall do all acts and things required to give effect to the resolution.

7.17. Without limiting the foregoing, the directors may:

7.17.1. make such provision as they think fit for the case of shares becoming distributable in fractions (and, again, without limiting the foregoing, may sell the shares represented by such fractions and distribute the net proceeds of such sale amongst the members otherwise entitled to such fractions in due proportions); and

7.17.2. authorise any person to enter, on behalf of all the members concerned, into an agreement with the company providing for the allotment to them, respectively credited as fully paid up, of any further shares to which they may become entitled on the capitalisation concerned or, as the case may require, for the payment by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares.

7.18. Any agreement made under such authority shall be effective and binding on all the members concerned.

7.19. Where the directors of a company have resolved to approve a bona fide revaluation of all the fixed assets of the company, the net capital surplus in excess of the previous book value of the assets arising from such revaluation may be:

7.19.1. credited by the directors to undenominated capital, other than the share premium account; or

7.19.2. used in paying up unissued shares of the company to be issued to members as fully paid bonus shares.

8. Transmission of Shares by Operation of Law in Consequence of a Merger:

8.1. In any case in which any share or shares in the company (Relevant Shares) which are held by another company or body corporate, wherever incorporated (the Corporate Member), is or are transmitted by operation of law in consequence of a merger involving the Corporate Member and one or more other

11

companies (which may include the company) or bodies corporate, wherever incorporated, and which is put into effect in accordance with the provisions in that regard contained in the Act, in the European Communities (Cross-Border Mergers) Regulations 2008 (S.I. No. 157 of 2008) (as amended), or in any other applicable law or other enactment (a merger) and if, in any such case, the provisions of Section 480(6) of the Act are not applicable for any reason, a transfer of the Relevant Shares may be validly effected in accordance with the following provisions of this Article.

8.2. In any case as is mentioned in the foregoing paragraph 8.1 of this Article, any person who is or who becomes entitled to any Relevant Shares in consequence of any such merger (a Relevant Person) may, subject always to paragraph 8.3 of this Article, upon such evidence being produced as may from time to time be required by the directors of the company (including without limitation any information and documentation relating to the merger and the title and other rights of the Relevant Person to the Relevant Shares arising as a result thereof) elect either to be registered himself in the register as holder of the Relevant Shares, or, to the extent permitted by law, to have some person nominated by him (being a person who consents to be so registered) registered in the register as the transferee thereof.

8.3. The directors of the company shall, in either of those cases, have the same rights under the Act or these Articles to decline or suspend registration as they would have had in the case of a transfer of the Relevant Shares by the Corporate Member before the merger was put into effect as aforesaid.

8.4. If the Relevant Person elects to be registered himself, the Relevant Person shall furnish to the company a notice in writing signed by him stating that he or she so elects, and if the Relevant Person elects, to the extent permitted by law, to have another person so registered instead, the Relevant Person shall testify his or her election by executing in favour of that other person a transfer of the Relevant Shares.

8.5. All the limitations, restrictions and provisions contained in the Act or in these Articles relating to the right to transfer and the registration of a transfer of a share shall be applicable to a notice or transfer referred to in paragraph 8.4 of this Article as if the merger had not occurred and the notice or transfer were a transfer signed by the Corporate Member.

8.6. Subject to paragraph 8.7 of this Article, the Relevant Person (or any other person nominated by him, to the extent permitted by law, in accordance with the foregoing provisions of this Article) shall, on and from the effective date of the merger, be entitled to the same dividends, bonus and other monies payable in respect of the Relevant Shares and other advantages to which he would be entitled if he was the registered holder of the Relevant Shares but shall not, before being registered in the register as a member in respect of the Relevant Shares, be entitled in respect of them to exercise any rights conferred by membership in relation to meetings of the company.

8.7. The directors of the company may at any time serve a notice on any Relevant Person requiring the Relevant Person to make the election, to the extent permitted by law, provided for by paragraph 8.2 of this Article and, if the person does not make that election (and proceed to do, consequent on that election, whichever of the things mentioned in paragraph 8.4 of this Article is appropriate) within 90 days after the service of the notice, the directors may thereupon withhold payment of all dividends, bonuses or other monies payable in respect of the Relevant Shares until the requirements of the notice have been complied with.

8.8. The company may charge a fee not exceeding €10 on the registration of any person entitled to a share in consequence of a merger in accordance with the foregoing provisions of this Article.

8.9. The provisions of this Article shall be subject to any order made by a court having lawful jurisdiction in respect of a merger.

9. Acquisition of Own Shares: Subject to (and without prejudice to) the provisions of the Act, the company may acquire its own shares by purchase, or in the case of redeemable shares, by redemption or purchase, on such terms (including as to the consideration for, and the timing of, any such purchase or redemption) and in such a manner as shall be determined by the directors in their absolute discretion.

12

10. Directors:

10.1.1. The company shall have at least two directors and, unless and until otherwise determined by the company in general meeting, not more than ten directors.

10.1.2. If and for so long as any body is for the time being a Holding Company, the directors of the Holding Company shall have power at any time and from time to time to do either or both of the following things namely:

(a) to appoint any person to be a director or the secretary of the company provided that the maximum number of directors specified in Article 10.1.1 is not thereby exceeded; and

(b) to remove any director or the secretary from office without prejudice to any service or other contract he may have with the company.

Any such appointment or removal shall be effected by a notice in writing signed by a director or secretary of the Holding Company and shall be effective forthwith upon the delivery of such notice to the company at the registered office of the company.

10.1.3. The remuneration of the directors (being the remuneration for holding the office of director) shall from time to time be determined by the company in general meeting. The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors, or general meetings, or otherwise in connection with the business of the company. Section 155 of the Act shall not apply.

10.1.4. No director who has been appointed by the directors, as permitted by the Act, will require to be re-elected at the next following annual general meeting or at any extraordinary general meeting following such appointment.

11. Committees of Directors:

11.1. The directors may delegate any of their powers to committees consisting of such member or members of their body and such other person or persons as they think fit (provided a majority of the members are directors). Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed by the directors. Section 160(9) of the Act shall be modified accordingly.

11.2. The meetings and proceedings of any committee formed by the directors will be governed by the provisions set out in the Act regulating the meetings and proceedings of directors so far as the same are applicable and are not superseded by any regulations imposed on such committee by the directors from time to time.

12. Proceedings of Directors:

12.1. All meetings of directors and of committees of directors shall be held in Ireland.

12.2. The quorum necessary for the transaction of the business of the directors may be fixed by the directors and unless so fixed at any other number shall be two, provided that two persons are personally present. Section 160(6) of the Act shall not apply. A meeting of the directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the directors.

12.3. The directors may appoint any managers or agents for managing any of the affairs of the company, and may fix their remuneration, and may delegate to any manager or agent any of the powers, authorities and discretions vested in the directors, with power to sub-delegate, and any such appointment or delegation may be made upon such terms and subject to such conditions as the directors may think fit, and the directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

13

13. Vacation of Office of Director:

13.1. The office of a director shall, in addition to the circumstances in which it shall be vacated described in Section 136 of the Act (share qualification, if applicable) and Section 148(1) of the Act (bankruptcy and disqualification), also be vacated automatically if the director dies in office, or if the director:

13.1.1. becomes subject to a declaration of restriction made pursuant to Chapter 3 of Part 14 of the Act; or

13.1.2. is sentenced to a term of imprisonment following conviction of any indictable offence, unless the term of imprisonment is suspended, such that he is not imprisoned in respect of the offence; or

13.1.3. is absent for more than six consecutive months without the permission of the directors from meetings of the directors or any committee thereof held during that period and his alternate director (if any) shall not have attended any such meetings in his place during such period, and his co-directors resolve that, by reason of such absence, he has vacated his office; or

13.1.4. is removed from office by notice in writing served upon him signed by all his co-directors (any such removal being deemed to be an act of the company); or

13.1.5. is no longer reasonably regarded by his co-directors as possessing an adequate decision-making capacity for reasons of health, and his co-directors have accordingly resolved that his office be vacated on this ground, or he becomes the subject of an order made in Ireland or elsewhere by a court claiming jurisdiction in that regard for his detention or for the appointment of a guardian or other person to exercise powers with respect to his property or affairs, on the ground, in any such case, of mental disorder or incapacity; or

13.1.6. resigns his office by notice in writing to the company; or

13.1.7. makes any arrangement or composition in Ireland or elsewhere with his creditors generally, and his co-directors resolve, for that reason, that his office be vacated; or

13.1.8. if he is removed under Article 10.1.2.

13.2. The provisions of paragraphs 13.1.1 to 13.1.8 of this Article shall apply to the exclusion of the provisions of Section 148(2) of the Act.

14. Alternate Directors:

14.1. Any director (the appointer) may at any time and from time to time appoint by notice in writing to the company any person to be his alternate. An alternate shall not be counted in reckoning the maximum number of directors allowed by these Articles for the time being.

14.2. A person may act as an alternate for more than one director and while he is so acting will be entitled to a separate vote for each director he is representing and, if he is himself a director, his vote or votes as an alternate will be in addition to his own vote.

14.3. An alternate will be counted for the purpose of reckoning whether a quorum is present at any meeting attended by him at which he is entitled to vote, but where he is himself a director or is the alternate of more than one director he will only be counted once for such purpose.

14.4. An alternate will be entitled, subject to his giving to the company an address to receive notice of all meetings of the directors and of all meetings of committees of which his appointer is a member, to receive notice of and attend and vote at any meeting of the directors (or of a committee of which his appointer is a member) at which the appointer is not personally present. An alternate shall not be entitled to be remunerated or paid fees otherwise than out of the remuneration or fees as the case may be paid to the appointer.

14

14.5. The alternate will be entitled, in the absence of the appointer, to exercise all the powers, rights, duties and authorities of the appointer as a director (other than the right to appoint an alternate hereunder).

14.6. Every person acting as an alternate shall be an officer of the company, and shall alone be responsible to the company for his own acts and defaults and he shall not be deemed to be the agent of or for the director appointing him.

14.7. An alternate’s appointment will automatically come to an end if for any reason the appointer ceases to be a director, but if a director retires but is re-appointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of an alternate made by him which was in force immediately prior to his retirement will continue after his re-appointment. Section 165(5) and (6) of the Act in relation to revocation of appointment shall apply.

15. Managing and Executive Directors:

15.1. Subject to the other provisions of these Articles, the directors may from time to time appoint one or more of themselves to be managing director or chief executive officer or any other category of executive director (by whatever name called) for such period, and on such terms, as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. The directors may entrust to and confer upon any director so appointed any of the powers exercisable by them upon such terms and conditions and with such restrictions (if any) as they may think fit, and either concurrently with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any conferral of such powers. Section 159(2) of the Act shall not apply in relation to any such appointment.

16. Directors’ Right to Attend Meetings:

16.1. A director who is not a member of the company will nevertheless be entitled to receive notice of, attend and speak at any general meeting or separate meeting of the holders of any class of share.

17. Voting by Directors:

17.1. A director may vote in respect of any contract, appointment or arrangement in which he is interested, and he shall be counted in the quorum present at any meeting at which such matters are considered. Section 163 of the Act shall not apply.

18. Resolutions in Writing:

18.1. Notwithstanding the provisions of Section 161(1) of the Act, a resolution in writing signed by each director or by his alternate will be as valid as if it had been passed at a meeting of the directors duly convened and held.

18.2. A resolution in writing signed by each member of a committee (or, in the case of a director, his alternate) will be as valid as if it had been passed at a meeting of that committee duly convened and held.

18.3. Any such resolution as is referred to in this Article may consist of one document or two or more documents in like form to the same effect, each signed by one or more of the signatories, and for all purposes shall take effect from the time that it is signed by the last such signatory.

15

19. Certain matters not to amount to conflicts of interest, etc.:

19.1. A director who has been validly appointed or nominated for appointment by a particular member or members may (i) be a director or other officer of, employed by or otherwise interested (including by the holding of shares) in, any such member or members, or of any body corporate owned or controlled by any such member or members, and (ii) have regard to the interests of that member or members, and shall not be deemed to have a conflict of interest or to be in breach of his duty under Section 228(1)(f) of the Act in any such circumstances; and

19.2. a director who declares the nature of his interest in a contract (as the expression contract is to be interpreted by Section 231 of the Act) or proposed contract with the company in accordance with the requirements of the Act in that regard shall not be deemed to be in breach of his duty under Section 228(1)(f) of the Act, but this is without prejudice to the powers of the directors to take any action which they may consider appropriate in their discretion in relation to any matters so disclosed.

20. Proxies:

20.1. The instrument appointing a proxy shall be in the form prescribed by the Act, or as near to it as circumstances permit. The instrument of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, shall be deposited at the registered office of the company or at such other place within Ireland as is specified for that purpose in the notice convening the meeting of the company, and shall be so deposited not later than before the commencement of the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll, before the commencement of the taking of the poll.

20.2. The directors or the secretary may from time to time permit appointments of a proxy to be made by means of an electronic or internet communication or facility or by facsimile transmission, and may permit supplements, amendments or revocations of any such appointments to be made by similar means. Any such appointments of proxy and any such supplements, amendments or revocations thereof may be made subject to such terms and conditions as the directors or secretary may determine from time to time in their or his discretion, and any such appointments, supplements, amendments or revocations of proxy will be deemed deposited at the place specified for such purpose, once received by the company. The directors may treat any such communication, facility or transmission which purports to be or is expressed to be sent on behalf of a member as sufficient evidence of the authority of the person sending it to send it on behalf of that member.

21. Business of AGM: Without prejudice to the powers of the directors to include on the agenda of any annual general meeting of the company such other matters as they may, in their absolute discretion, think fit, the business of the annual general meeting of the company shall be required to include only the following matters:

21.1. the consideration of the company’s statutory financial statements and the report of the directors and the report of the statutory auditors on those statements and that report;

21.2. the review by the members of the company’s affairs;

21.3. the appointment or re-appointment of statutory auditors; and

21.4. the remuneration of the directors (in respect of the office of director if applicable).

22. General Meetings including Quorum: The quorum for general meetings of the company shall be two members present in person or by proxy, unless the company is a single-member company within the meaning of the Act (that is to say all the issued shares of the company are registered in the name of a sole person (whether a natural person or a body corporate)), in which case one member present in person or by proxy shall be a quorum.

23. Holding of Annual General Meeting:

23.1. Subject to paragraph 2 of this Article and subject always as provided by the Act, the company shall in each year hold a general meeting as its annual general meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it.

16

23.2. Where the company has only one member, that is to say all the issued shares of the company are registered in the name of a sole person (whether a natural person or a body corporate), it will be a single-member company within the meaning of the Act, and in such a case (but only in such a case), the company need not hold an annual general meeting in any year where the member is entitled, as at the date of the written resolution referred to in this Article, to attend and vote at such general meeting and has signed, before the latest date for the holding of the meeting, a written resolution, complying with the provisions of the Act, acknowledging receipt of the financial statements that would have been laid before that meeting, resolving all such matters as would have been resolved at that meeting, and confirming that no change is proposed in the appointment of the person (if any) who, at the date of the resolution, stands appointed as statutory auditor of the company.

24. Restriction on voting: For so long as the company holds any shares as treasury shares, or any subsidiary of the company holds shares in the company, then the company or the subsidiary (as the case may be) shall not exercise any voting rights in respect of the shares.

25. Unanimous Written Resolutions:

A unanimous written resolution may be passed by members subject to and in accordance with Section 193 of the Act.

26. Directors’ and Officers’ Indemnity: Subject to the provisions of the Act, every director, managing director, chief executive officer, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him:

26.1. in defending any proceedings, whether civil or criminal, in relation to his acts or omissions while acting in such office, in which judgment is given in his favour or in which he is acquitted; or

26.2. in connection with any proceedings or application referred to in, or under, Sections 233 or 234 of the Act in which relief is granted to him by the court.

27. Authentication of Documents:

27.1. Any director or the secretary or any person appointed by the directors for the purpose, shall have power to authenticate any documents affecting the constitution of the company and any resolutions passed by the company or the directors, and any books, records, documents and accounts relating to the business of the company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the registered office of the company, the local manager or other officer of the company having the custody thereof shall be deemed to be a person appointed by the directors as aforesaid.

27.2. A document purporting to be a copy of a resolution of the directors or an extract from the minutes of a meeting of the directors which is certified as such in accordance with the provisions of Article 27.1 shall be conclusive evidence in favour of all persons dealing with the company upon the faith thereof that such resolution has been duly passed or as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the directors.

28. Notices:

28.1. Any notice or document to be served on or given to a member of the company by the company or by an officer of the company whether pursuant to any provision of the Act or these Articles or otherwise may be served on or given to the member in any of the ways specified in subsection (3) of Section 218 of the Act (including by electronic means provided that in such a case the conditions specified in subsection (4) of that Section are satisfied), and the notice or document shall be deemed to have been served or given as follows:-

17

28.1.1. if given personally or delivered to the member, when so given or delivered;

28.1.2. if left at the registered address of the member, when so left at that address;

28.1.3. if the notice is a notice of a general meeting, and it is posted using ordinary pre-paid post to the registered address of the member, on the expiration of 24 hours following posting (as permitted by Section 181(3) of the Act); but in a case where the notice or document is not a notice of a meeting, it shall be deemed to have been given or served 48 hours after the cover containing it was posted, and if so posted on a Friday, 72 hours after it was so posted; and

28.1.4. if served on or delivered to a member by electronic means, both in the case of the service or giving of the notice or document by sending it by electronic mail and by making it available or displaying it on a website, 12 hours after the time it was sent, or made available or displayed.

28.2. Where the company is required or obliged to serve a notice on or give it to a person other than a member of the company, it shall be in writing and, without prejudice to any method of service provided for in the Act, may be served on or given to that person personally, or by leaving it at or posting it to the last-known postal address of that person, or by sending it to the other person by electronic mail provided that the person has consented to the use of electronic mail to serve or give notices on or to such person and has not, at the time that electronic mail is so used, given written notice to the company in accordance with the provisions of these Articles withdrawing that consent. A notice or document given or served in a manner referred to in this paragraph shall be deemed to have been given or served as follows:

28.2.1. if given personally, when so given;

28.2.2. if left at the last-known postal address of the person, when so left at that address;

28.2.3. if posted using ordinary pre-paid post to the last-known postal address of the other person on any day other than a Friday, 48 hours after the cover containing it was posted, and if so posted on a Friday, 72 hours after it was so posted; and

28.2.4. if served on or delivered to the other person by electronic mail, 12 hours after the time it was sent.

28.3. Without prejudice to any provision of the Act or of these Articles concerning the sending of notices or other documents to the company, any notice or other document which is required to be served on or given to the company by a member or by any other person under the Act or these Articles shall be in writing and in the English language, and may be served on or given to the company by giving or delivering it personally to the secretary of the company or by posting it using ordinary pre-paid post to the registered office of the company marked for the attention of the secretary, and will be deemed to have been served on or given to the company;

28.3.1. if given or delivered personally, when so given or delivered; and

28.3.2. if posted in the manner described in this paragraph on any day other than a Friday, 48 hours after the cover containing it was posted, and if so posted on a Friday, 72 hours after it was so posted.

29. Single-member Company:

29.1. If and so long as the company is a single-member company within the meaning of the Act, the sole member may appoint a person to be a director of the company by serving a notice in writing on the company which states that the named person is appointed director, and this applies notwithstanding anything in subsection (3) of Section 144 of the Act (save for the requirement of it that any limit for the time being on the number of directors provided for in these Articles (if any) is to be observed) or in subsection (4) of Section 144 of the Act.

18

29.2. Where the company is a single-member company and the sole member takes any decision which has effect, pursuant to Section 196 of the Act, as if agreed by the company in general meeting, the member shall provide the company with a written record of that decision, unless the decision is taken by way of written resolution which the member has already forwarded to the company, and where the company is notified by the sole member of a decision taken by way of a written resolution, or of a written record of a decision taken by that sole member, the company shall record and retain the notification in a book or other suitable means maintained for the purpose.

29.3. Where the company is a single-member company and the sole member exercises or discharges any power, right or obligation pursuant to Section 196 of the Act, involving or consisting of the passing of a resolution, or the sole member agreeing to a thing, and the provisions of Section 198 of the Act shall apply to that resolution or thing, the company shall notify such exercise or discharge in writing within 15 days of the occurrence thereof to the Registrar of Companies.

29.4. Where the company is a single-member company and enters into a contract with the sole member which is not in the ordinary course of business and which is not in writing, and the sole member also represents the company in the transaction (whether as a director or otherwise), the company shall ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the next directors’ meeting.

30. Secrecy Clause: No member shall be entitled to require discovery of or any information respecting any detail of the company’s trading, or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process which may relate to the conduct of the business of the company, and which, in the opinion of the directors, it will be inexpedient in the interests of the members of the company to communicate to the public.

19

We, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a Company in pursuance of this Memorandum of Association and we agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, Addresses and Description of Subscribers.	Number of Shares taken by each Subscriber.
1. PP. General Electric Capital Corporation 901 Main Avenue Norwalk CT 06851 USA	One One
Body Corporate, formed in Delaware
Director/Authorised Signatory
2. PP. GE Lisca LLC 901 Main Avenue Norwalk CT 06851 USA	One One
Limited Liability Company, formed in Delaware
Director/Authorised Signatory
3. PP. Chester Holdings, LLC 901 Main Avenue Norwalk CT 06851 USA	One One
Limited Liability Company, formed in Delaware
Director/Authorised Signatory

20

4. PP. GE Capital Shannon Holdings, LLC 201 High Ridge Road Stamford, CT 06905 USA	One One
Limited Liability Company, formed in Delaware
Director/Authorised Signatory
5. PP. General Electric International Financial Holdings LLC 201 High Ridge Road Stamford, CT 06905 USA	One One
Limited Liability Company, formed in Delaware
Director/Authorised Signatory
6. PP. General Electric International Funding, LP 201 High Ridge Road Stamford, CT 06905 USA	One One
Limited Partnership, formed in Delaware
Director/Authorised Signatory
7. PP. GE Capital Shannon 3220 Aviation House Westpark Shannon Co. Clare Body Corporate	One 1 One
Director/Authorised Signatory
TOTAL SHARES TAKEN	SEVEN

21

Dated this 15 day of May 2015 Witness to the first six Signatures:-
	Name: Aun Singapore
	Address: 201 High Ridge Road
	Stanford CT USA
Dated this 20 day of May 2015 Witness to the seventh Signature:
	Name: ROBERT GREEN
	Address: 110 PINES,
	HERBERT PARK LANE,
	BALLSBRIDGE, DUBLIN 4

22

EX-4.2

Exhibit 4.2

BY ITS ACQUISITION OF THIS NOTE, EACH HOLDER OF THIS NOTE (INCLUDING EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE) ACKNOWLEDGES AND AGREES TO BE BOUND BY: (1) THE EFFECT OF THE EXERCISE OF ANY BAIL-IN POWER BY THE RELEVANT EEA RESOLUTION AUTHORITY THAT MAY INCLUDE AND RESULT IN ANY OF THE FOLLOWING, OR SOME COMBINATION THEREOF: (A) THE REDUCTION OF ALL OR A PORTION OF THE PRINCIPAL AMOUNT OR OUTSTANDING AMOUNT OF, TOGETHER WITH ANY ACCRUED BUT UNPAID INTEREST DUE ON, THIS NOTE, AND ANY AMOUNTS DUE UNDER ANY NON-EXEMPT GUARANTEE HEREOF (COLLECTIVELY, “AMOUNTS DUE”), (B) THE CONVERSION OF ALL, OR A PORTION, OF THE AMOUNTS DUE INTO SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS OF THE COMPANY, ANY NON-EXEMPT GUARANTOR OR ANY OTHER PERSON (AND THE ISSUE TO OR CONFERRAL ON THE HOLDER OF SUCH SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS), INCLUDING BY MEANS OF AN AMENDMENT, MODIFICATION OR VARIATION OF THE TERMS OF THIS NOTE OR ANY NON-EXEMPT GUARANTEE HEREOF, (C) THE CANCELLATION OF THIS NOTE OR ANY NON-EXEMPT GUARANTEE HEREOF, OR (D) THE AMENDMENT OR ALTERATION OF THE MATURITY OF THIS NOTE OR AMENDMENT OF THE AMOUNT OF INTEREST PAYABLE ON THIS NOTE, OR THE DATE ON WHICH INTEREST BECOMES PAYABLE, INCLUDING BY SUSPENDING PAYMENT FOR A TEMPORARY PERIOD, AND (2) THE VARIATION OF THE TERMS OF THIS NOTE OR ANY NON-EXEMPT GUARANTEE HEREOF, IF NECESSARY, TO GIVE EFFECT TO THE EXERCISE OF ANY BAIL-IN POWER BY THE RELEVANT EEA RESOLUTION AUTHORITY. IN ADDITION, EACH HOLDER OF THIS NOTE (INCLUDING EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE) FURTHER ACKNOWLEDGES AND AGREES THAT THIS NOTE IS SUBJECT TO SUCH OTHER MATTERS RELATING TO BAIL-IN POWERS SET FORTH HEREIN AND IN THE INDENTURE (AS HEREIN DEFINED).

1

GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY

GLOBAL MEDIUM-TERM NOTE, SERIES US MTN-A, TRANCHE 2

(Senior Fixed Rate Note)

REGISTERED		REGISTERED
No.	US MTN-A-Tranche 2-[●]	U.S.$[●]
CUSIP:	36164QMS4
ISIN:	US36164QMS48

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

The Depositary for this Note will initially be The Depository Trust Company (55 Water Street, New York, New York). Unless and until it is exchanged in whole or in part for Notes in definitive registered form, this registered global note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

GE Capital International Funding Company Unlimited Company, formerly GE Capital International Funding Company, a public unlimited company existing under the Companies Act 2014 of Ireland (together with its successors pursuant to the Indenture, the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the then outstanding principal amount specified on Schedule I hereto on November 15, 2020 (the “Maturity Date”) (except to the extent redeemed, repaid or otherwise satisfied prior to the Maturity Date) and to pay interest thereon (including Additional Amounts (as defined herein) and Additional Interest (as defined herein)) from and including [●] (the “Initial Interest Accrual Date”), at the rate of 2.342% per annum until the principal hereof is paid or duly provided for. The Company will pay interest in arrears semiannually on May 15 and November 15 of each year, commencing with [●] (each, an “Interest Payment Date”), and on the Maturity Date (or any redemption date).

Payment of the principal of this Note, any premium and the interest due at the Maturity Date (or any redemption date) will be made by wire transfer in immediately available funds upon surrender of this Note at the office or agency of such paying agent (a “Paying Agent”) as the Company may determine maintained for that purpose in the Borough of Manhattan, The City of New York, or at the office or agency of a Paying Agent maintained in a city in a Member State of the European Union, or at the office or agency of such other Paying Agent as the Company may determine. Initially, the Paying Agents shall be: (a) The Bank of New York Mellon, 101 Barclay Street, Floor 7-West, New York, NY 10286, U.S.A. and (b) The Bank of New York Mellon, London Branch, One Canada Square, London, E14 5AL, United Kingdom.

Interest on this Note will accrue initially from and including the Initial Interest Accrual Date, and thereafter will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for and thereafter will accrue until the principal hereof has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on the date 15 calendar days prior to an Interest Payment Date (whether or not a Business Day) (each such date a “Record Date”); provided, however, that interest payable at Maturity will be payable to the person to whom the principal hereof shall be payable.

2

Payment of the principal of and premium, if any, and interest on this Note (including Additional Amounts, if any, and Additional Interest, if any) will be made in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. Payments of interest, other than interest due at Maturity will be made by United States dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note register. A holder of U.S.$5,000,000 or more in aggregate principal amount of Notes having the same terms and conditions will be entitled to receive payments of interest, other than interest due at Maturity, by wire transfer of immediately available funds to an account maintained by the holder of this Note if appropriate wire transfer instructions in writing have been received by the Trustee not less than 10 calendar days prior to the applicable Interest Payment Date. Notwithstanding the foregoing, this Note may be paid in accordance with the rules of the Depositary in effect from time to time.

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 Trustee, as defined on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture, 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.

GIVEN under the Common Seal of
GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY
By:
	Name: Title:
By:
	Name: Title:

[SIGNATURE PAGE – US MTN-A NOTES DUE 2020]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the Tranche designated therein described in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Trustee
By:
	Authorized Signatory

DATED:             , 2016

[SIGNATURE PAGE – US MTN-A NOTES DUE 2020]

REVERSE OF NOTE

This Note is one of a duly authorized issue of the Tranche of Global Medium-Term Notes, Series US MTN-A (the “Notes”) of the Company designated on the face hereof. The Notes are issuable under an Indenture, dated as of October 26, 2015 by and among the Company, General Electric Company and the other Guarantors named therein from time to time and The Bank of New York Mellon, as trustee, as the same may be amended from time to time (the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, agreements, limitations of rights, duties and immunities of the Company, the Guarantors, the Trustee and the holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Bank of New York Mellon at its corporate trust office in the Borough of Manhattan, The City of New York has been appointed the registrar. The Bank of New York Mellon at its office in the Borough of Manhattan, The City of New York and The Bank of New York Mellon, London Branch at its office in the City of London, United Kingdom (each, at their addresses set forth on the face of this Note) have been appointed Paying Agents with respect to the Notes. Terms used herein include successor entities pursuant to the Indenture or other relevant agreement.

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 herein.

The Company may redeem, at its option, the Notes of this Tranche in accordance with Article Three of the Indenture, as a whole or in part, at any time and from time to time, upon the giving of a notice of redemption at a redemption price equal to the greater of:

(a) 100% of the principal amount of the Notes of this Tranche to be redeemed; and

(b) the sum of the present values of the remaining scheduled payments of interest and principal on the Notes of this Tranche to be redeemed from the redemption date to the Maturity Date (exclusive of interest accrued and unpaid to, but not including, the redemption date) discounted to the redemption date on a semiannual basis, assuming a 360-day year consisting of twelve 30- day months, at the Treasury Rate (as defined below) plus 15 basis points;

plus, in either case, accrued and unpaid interest to, but not including, the redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes of this Tranche to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes of this Tranche.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates,

R-1

which are primary U.S. Government securities dealers in The City of New York (a “Primary Treasury Dealer”), and their respective successors plus three other Primary Treasury Dealers selected by the Company; provided, however, that if any of the foregoing or their affiliates ceases to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

In addition, the Company may redeem, at its option, the Notes of this Tranche pursuant to Section 3.02 of the Indenture, as a whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption, at a redemption price equal to 100% of the principal amount set forth on Schedule I, together with accrued but unpaid interest, if any, to the date fixed for redemption, if, at any time, the Company shall determine that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the Taxing Jurisdiction (as defined below) affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any change effected by guidance in any form from an official source, which change or amendment becomes effective on or after October 26, 2015 (the “Original Issue Date”), the Company or any Guarantor, as the case may be, has or shall become obligated to pay Additional Amounts with respect to this Note as described below.

All payments of principal and interest by or on behalf of the Company or any Guarantor in respect of this Note shall be made without withholding or deduction for, or on account of, any present or future tax, duty, assessment or governmental charge of whatever nature imposed or levied by or on behalf of the United States, Ireland, the United Kingdom or any jurisdiction in which the Company (or, if and for so long as any Guarantor is required to make payments under a Guarantee, such Guarantor), or any successor to the Company (or any Guarantor), is organized or tax resident, or any political subdivision or taxing authority thereof or therein (each, a “Taxing Jurisdiction”), unless the withholding or deduction of such tax, duty, assessment or charge is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, the Company (or, if a Guarantor is required to make payments under a Guarantee, without duplication, such Guarantor) shall, subject to certain exceptions and limitations set forth below (and subject to the right of redemption referred to herein and in the Indenture), pay such additional amounts (the “Additional Amounts”) as may be necessary in order that every net payment of the principal of and interest, including original issue discount, on this Note and any other amounts payable on this Note to the holder hereof after such withholding or deduction will not be less than the amount provided for in this Note to be then due and payable. However, the Company or any Guarantor, as the case may be, shall not be required to make any payment of Additional Amounts to any holder of any such Security for or on account of:

(a) any such tax, duty, 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 the beneficial owner of this Note (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder or beneficial owner, if such holder or beneficial owner is an estate, a trust, a partnership or a corporation) and the Taxing Jurisdiction, including, without limitation, such holder or beneficial owner (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, where required, by the holder or beneficial owner of this Note for payment on a date more than 15 calendar days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(b) any estate, inheritance, gift, sales, transfer, excise, wealth, or personal property tax or any similar tax, duty, assessment or governmental charge;

R-2

(c) any tax, duty, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’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, duty, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of this Note;

(e) any tax, duty, 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 this Note, if such compliance is required by statute or by regulation of the Taxing Jurisdiction or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, duty, assessment or other governmental charge;

(f) any tax, duty, assessment or other governmental charge imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code;

(g) any tax, duty, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’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 of the Guarantors or as a direct or indirect affiliate of the Company or of the Guarantors;

(h) any tax, duty, assessment or other governmental charge required to be deducted or withheld by any paying agent from a payment on this Note upon presentation of this Note, where required, if such payment can be made without such deduction or withholding upon presentation of this Note, where required, to any other paying agent;

(i) 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 (including European Council Directive 2003/48/EC) or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(j) any combination of two or more of items (a), (b), (c), (d), (e), (f), (g), (h) and (i),

nor shall Additional Amounts be paid with respect to any payment on this Note to any holder 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 Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary, 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 this Note.

This Note shall not be subject to repayment at the option of the holder prior to the Maturity Date.

Notwithstanding any other terms of this Note, or any other agreements, arrangements or understandings between the Company, any Guarantor and any holder, by its acquisition of this Note, each holder (including each holder of a beneficial interest in this Note) acknowledges and agrees to be bound by (any of the events in clauses (a) and (b) below, a “Bail-In Event”):

(a) the effect of any exercise of any Bail-In Power by the Relevant EEA Resolution Authority that may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the Amounts Due;

R-3

(ii) the conversion of all, or a portion, of the Amounts Due into shares, other securities or other obligations of the Company, any Non-Exempt Guarantor or any other Person, or the transfer of shares, other securities or other obligations of the Company, any Non-Exempt Guarantor or any other Person, or the transfer of shares, other securities or other obligations of the Company, any Non-Exempt Guarantor or any other Person (and the issue to or conferral on the holder of this Note of such shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of this Note or any Non-Exempt Guarantee, as the case may be;

(iii) the cancellation of this Note or any Non-Exempt Guarantee; or

(iv) the amendment or alteration of the maturity of this Note or amendment of the amount of interest payable on this Note, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and

(b) the variation of the terms of this Note or any Non-Exempt Guarantee if necessary to give effect to the exercise of any Bail-In Power by the Relevant EEA Resolution Authority.

No repayment or payment of Amounts Due shall become due and payable or be paid after the exercise of any Bail-In Power by the Relevant EEA Resolution Authority if and to the extent such amounts have been cancelled, written down, modified, suspended for a temporary period or converted as a result of such exercise.

By its acquisition of this Note, each holder of this Note (including each holder of a beneficial interest in this Note) shall be deemed to have (i) consented to the exercise of any Bail-In Power as it may be imposed without any prior notice by the Relevant EEA Resolution Authority of its decision to exercise such Bail-In Power with respect to this Note and any Non-Exempt Guarantees of this Note and (ii) authorized, directed and requested the Depositary, any other relevant clearing system and any direct participant in the Depositary, or any other relevant clearing system or other intermediary through which it holds this Note, to take any and all necessary action, if required, to implement the exercise of any Bail-In Power with respect to this Note and any Non-Exempt Guarantee of this Note as it may be imposed, without any further action or direction on the part of such holder or beneficial owner.

Upon the occurrence of any Bail-In Event or exercise of any Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note, or any Non-Exempt Guarantees of this Note, the Company shall provide a written notice to the holders of this Note through the Depositary or any other relevant clearing system as soon as practicable regarding such Bail-In Event or exercise of any Bail-In Power, as the case may be, with a copy of such notice to the Trustee for information purposes.

By its acquisition of this Note, each holder of this Note (including each holder of a beneficial interest in this Note): (i) acknowledges and agrees that neither the occurrence of any Bail-In Event nor any other exercise of any Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note, the Company or any Non-Exempt Guarantor will give rise to a default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law or in equity, against the Trustee and any Paying Agent for, agrees not to initiate a suit against the Trustee and any Paying Agent in respect of, and agrees that the Trustee and any Paying Agent shall not be liable for, any action that the Trustee or any Paying Agent takes, or abstains from taking, in either case in accordance with the exercise of the Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note or any Non-Exempt Guarantees of this Note; (iii) acknowledges and agrees that, upon the exercise of any Bail-In Power by the Relevant EEA Resolution Authority (x) the Trustee will not be required to take any further directions from holders of this Note with respect to any portion of this Note or any Non-Exempt Guarantees of this Note that are written-down, converted to equity, or cancelled under

R-4

Article Five of the Indenture, and (y) the Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of any Bail-In Power by the Relevant EEA Resolution Authority; provided, however, that notwithstanding the exercise of the Bail-In Power by the Relevant EEA Resolution Authority, so long as this Note remains Outstanding or any obligations under any Guarantees of this Note remain outstanding, there will at all times be a Trustee in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee will continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event this Note remains Outstanding or any obligations under any Guarantees of this Note remain outstanding following the completion of the exercise of the Bail-In Power by the Relevant EEA Resolution Authority; (iv) who acquires this Note (or who acquires a beneficial interest in this Note) other than upon the initial issuance hereof shall be deemed to recognize, acknowledge and agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners who acquire this Note upon initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms hereof related to the Bail-In Power, and each and every consequence arising therefrom referred to herein; and (v) acknowledge and agree that any limitation on the repayment or payment of Amounts Due by the Company or any Non-Exempt Guarantor in connection with any Bail-In Event or exercise of any Bail-In Power by the Relevant EEA Resolution Authority shall be deemed, with respect to this Note, to be a term of this Note originally and expressly set forth herein.

Notwithstanding anything to the contrary herein, neither the occurrence of any Bail-In Event nor any other exercise of any Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note, the Company or any Non-Exempt Guarantor will constitute a default or an Event of Default under the Indenture.

This Note will bear interest at the rate specified on the face hereof. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or the date of Maturity, as the case may be. Interest payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date or Maturity for this Note is not a Business Day, payment of principal, premium, if any, and/or interest on this Note will be postponed to the next succeeding Business Day; however, the Company will not pay any additional interest due to the delay in payment.

This Note is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Company. This Note is guaranteed by the Guarantors as and to the extent set forth in the Indenture.

This Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, in minimum denominations of $200,000 and any integral multiple of $1,000 in excess thereof.

The Bank of New York Mellon has been appointed registrar for the Notes (the “Registrar”, which term includes any successor registrar appointed by the Company), and the Registrar will maintain at its office in the Borough of Manhattan, The City of New York a register for the registration and transfer of Notes. The Indenture provides that, in accordance therewith, this Note may be transferred at the aforesaid office of the Registrar or other transfer agent by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form approved by the Registrar and duly executed by the registered holder hereof or by the holder’s attorney duly authorized in writing, and thereupon the Registrar or other transfer agent shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions for an equal aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided, however, that the Registrar will not be required to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, or to register the transfer of or exchange Notes to the extent and during the period so provided in the Indenture with respect to the redemption of Notes. Notes are exchangeable at said office for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such

R-5

exchanges and transfers of Notes will be free of charge, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in the form annexed hereto or, if such form is inapplicable to such transfer, such other form approved by the Registrar, and executed by the registered holder or by the holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

The Indenture provides that (on the terms and conditions set forth therein) if an Event of Default (as defined in the Indenture) with respect to any series of Securities issued under the Indenture, including the series of Global Medium-Term Notes, Series US MTN-A, of which this Note forms a part, shall have occurred and be continuing, then and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding under the Indenture, by notice in writing to the Company (and to the Trustee if given by Securityholders of such series), may declare the principal amount of all Securities of such series and interest accrued thereon, if any, to be due and payable immediately. Under certain conditions such declaration may be annulled by the holders of a majority in principal amount of the Securities of such series then Outstanding. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of such Securities then Outstanding may, subject to the terms and conditions of the Indenture, also waive on behalf of all holders of such Securities any past defaults or Events of Default with respect to such Securities except a default in payment of principal, premium, if any, or interest, if any, on any Security of such series, or in respect of a covenant or provision which cannot be modified without the consent of the holder of each Securities affected.

Subject to limitations set forth therein, the Indenture permits the Company, when authorized by resolution of the Board of Directors, the Guarantors and the Trustee, with the consent of the holders of not less than 66-2/3% in aggregate principal amount of the Securities of each series (each series voting as a class) affected by such supplemental indenture at the time Outstanding, including the series of Global Medium-Term Notes, Series US MTN-A, of which this Note forms a part, to enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Outstanding Securities of each such series or the Coupons appertaining to such Securities.

With respect to moneys paid by the Company and held by the Trustee or any Paying Agent for the payment of the principal of or interest or premium, if any, on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), such moneys shall be so repaid to the Company. Upon such repayment all liability of the Trustee 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 Indenture 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 Indenture prescribed unless otherwise agreed between the Company and the registered holder of this Note.

The Company, the Trustee and any agent of the Company or the Trustee may treat the holder in whose name this Note is registered as the absolute owner hereof for all purposes (whether or not this Note shall be overdue) for the purpose of receiving payment hereof and for all other purposes, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by any notice to the contrary.

R-6

No recourse for the payment of the principal of, premium, if any, or interest on, this Note, or for any claim based hereon, or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company or any Guarantor in the Indenture or in any supplemental indenture, or in this Note, or because of the creation of any indebtedness represented hereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, any Guarantor or of any successor Person, either directly or through the Company, any Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the issue of this Note.

This Note shall for all purposes be governed by and construed in accordance with the laws of the State of New York, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby, except to the extent expressly provided herein or in the Indenture.

As used herein:

(a) the term “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

(b) the term “Maturity” means the date on which the principal of this Note becomes due and payable as provided in this Note or the Indenture, whether at stated maturity or by declaration of acceleration, call for redemption or otherwise.

(c) 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.

(d) all other terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

R-7

FORM OF TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or type name and address, including zip code, of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

Date:
	Seller
	By

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:1
	By
	To be executed by an executive officer

¹  Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE I

The initial principal amount of this Global Note is U.S.$[●]. Changes in principal of this Global Note are set forth below:

Date Principal Amount by
which this Global
Note
is to be decreased Principal Amount by
which this Global
Note
is to be increased New Balance Signature of
Authorized Officer of
Trustee

BY ITS ACQUISITION OF THIS NOTE, EACH HOLDER OF THIS NOTE (INCLUDING EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE) ACKNOWLEDGES AND AGREES TO BE BOUND BY: (1) THE EFFECT OF THE EXERCISE OF ANY BAIL-IN POWER BY THE RELEVANT EEA RESOLUTION AUTHORITY THAT MAY INCLUDE AND RESULT IN ANY OF THE FOLLOWING, OR SOME COMBINATION THEREOF: (A) THE REDUCTION OF ALL OR A PORTION OF THE PRINCIPAL AMOUNT OR OUTSTANDING AMOUNT OF, TOGETHER WITH ANY ACCRUED BUT UNPAID INTEREST DUE ON, THIS NOTE, AND ANY AMOUNTS DUE UNDER ANY NON-EXEMPT GUARANTEE HEREOF (COLLECTIVELY, “AMOUNTS DUE”), (B) THE CONVERSION OF ALL, OR A PORTION, OF THE AMOUNTS DUE INTO SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS OF THE COMPANY, ANY NON-EXEMPT GUARANTOR OR ANY OTHER PERSON (AND THE ISSUE TO OR CONFERRAL ON THE HOLDER OF SUCH SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS), INCLUDING BY MEANS OF AN AMENDMENT, MODIFICATION OR VARIATION OF THE TERMS OF THIS NOTE OR ANY NON-EXEMPT GUARANTEE HEREOF, (C) THE CANCELLATION OF THIS NOTE OR ANY NON-EXEMPT GUARANTEE HEREOF, OR (D) THE AMENDMENT OR ALTERATION OF THE MATURITY OF THIS NOTE OR AMENDMENT OF THE AMOUNT OF INTEREST PAYABLE ON THIS NOTE, OR THE DATE ON WHICH INTEREST BECOMES PAYABLE, INCLUDING BY SUSPENDING PAYMENT FOR A TEMPORARY PERIOD, AND (2) THE VARIATION OF THE TERMS OF THIS NOTE OR ANY NON-EXEMPT GUARANTEE HEREOF, IF NECESSARY, TO GIVE EFFECT TO THE EXERCISE OF ANY BAIL-IN POWER BY THE RELEVANT EEA RESOLUTION AUTHORITY. IN ADDITION, EACH HOLDER OF THIS NOTE (INCLUDING EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE) FURTHER ACKNOWLEDGES AND AGREES THAT THIS NOTE IS SUBJECT TO SUCH OTHER MATTERS RELATING TO BAIL-IN POWERS SET FORTH HEREIN AND IN THE INDENTURE (AS HEREIN DEFINED).

15

GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY

GLOBAL MEDIUM-TERM NOTE, SERIES US MTN-A, TRANCHE 3

(Senior Fixed Rate Note)

REGISTERED		REGISTERED
No.	US MTN-A-Tranche 3-[●]	U.S.$[●]
CUSIP:	36164Q6M5
ISIN:	US36164Q6M56

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

The Depositary for this Note will initially be The Depository Trust Company (55 Water Street, New York, New York). Unless and until it is exchanged in whole or in part for Notes in definitive registered form, this registered global note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

GE Capital International Funding Company Unlimited Company, formerly GE Capital International Funding Company, a public unlimited company existing under the Companies Act 2014 of Ireland (together with its successors pursuant to the Indenture, the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the then outstanding principal amount specified on Schedule I hereto on November 15, 2025 (the “Maturity Date”) (except to the extent redeemed, repaid or otherwise satisfied prior to the Maturity Date) and to pay interest thereon (including Additional Amounts (as defined herein) and Additional Interest (as defined herein)) from and including [●] (the “Initial Interest Accrual Date”), at the rate of 3.373% per annum until the principal hereof is paid or duly provided for. The Company will pay interest in arrears semiannually on May 15 and November 15 of each year, commencing with [●] (each, an “Interest Payment Date”), and on the Maturity Date (or any redemption date).

Payment of the principal of this Note, any premium and the interest due at the Maturity Date (or any redemption date) will be made by wire transfer in immediately available funds upon surrender of this Note at the office or agency of such paying agent (a “Paying Agent”) as the Company may determine maintained for that purpose in the Borough of Manhattan, The City of New York, or at the office or agency of a Paying Agent maintained in a city in a Member State of the European Union, or at the office or agency of such other Paying Agent as the Company may determine. Initially, the Paying Agents shall be: (a) The Bank of New York Mellon, 101 Barclay Street, Floor 7-West, New York, NY 10286, U.S.A. and (b) The Bank of New York Mellon, London Branch, One Canada Square, London, E14 5AL, United Kingdom.

Interest on this Note will accrue initially from and including the Initial Interest Accrual Date, and thereafter will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for and thereafter will accrue until the principal hereof has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on the date 15 calendar days prior to an Interest Payment Date (whether or not a Business Day) (each such date a “Record Date”); provided, however, that interest payable at Maturity will be payable to the person to whom the principal hereof shall be payable.

16

Payment of the principal of and premium, if any, and interest on this Note (including Additional Amounts, if any, and Additional Interest, if any) will be made in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. Payments of interest, other than interest due at Maturity will be made by United States dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note register. A holder of U.S.$5,000,000 or more in aggregate principal amount of Notes having the same terms and conditions will be entitled to receive payments of interest, other than interest due at Maturity, by wire transfer of immediately available funds to an account maintained by the holder of this Note if appropriate wire transfer instructions in writing have been received by the Trustee not less than 10 calendar days prior to the applicable Interest Payment Date. Notwithstanding the foregoing, this Note may be paid in accordance with the rules of the Depositary in effect from time to time.

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 Trustee, as defined on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.

17

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed under its corporate seal.

GIVEN under the Common Seal of GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY
By:
	Name:
	Title:
By:
	Name:
	Title:

[SIGNATURE PAGE – US MTN-A NOTES DUE 2025]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the Tranche designated therein described in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Trustee
By:
	Authorized Signatory

DATED:             , 2016

[SIGNATURE PAGE – US MTN-A NOTES DUE 2025]

REVERSE OF NOTE

This Note is one of a duly authorized issue of the Tranche of Global Medium-Term Notes, Series US MTN-A (the “Notes”) of the Company designated on the face hereof. The Notes are issuable under an Indenture, dated as of October 26, 2015 by and among the Company, General Electric Company and the other Guarantors named therein from time to time and The Bank of New York Mellon, as trustee, as the same may be amended from time to time (the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, agreements, limitations of rights, duties and immunities of the Company, the Guarantors, the Trustee and the holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Bank of New York Mellon at its corporate trust office in the Borough of Manhattan, The City of New York has been appointed the registrar. The Bank of New York Mellon at its office in the Borough of Manhattan, The City of New York and The Bank of New York Mellon, London Branch at its office in the City of London, United Kingdom (each, at their addresses set forth on the face of this Note) have been appointed Paying Agents with respect to the Notes. Terms used herein include successor entities pursuant to the Indenture or other relevant agreement.

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 herein.

The Company may redeem, at its option, the Notes of this Tranche in accordance with Article Three of the Indenture, as a whole or in part, at any time and from time to time, upon the giving of a notice of redemption at a redemption price equal to the greater of:

(a) 100% of the principal amount of the Notes of this Tranche to be redeemed; and

(b) the sum of the present values of the remaining scheduled payments of interest and principal on the Notes of this Tranche to be redeemed from the redemption date to the Maturity Date (exclusive of interest accrued and unpaid to, but not including, the redemption date) discounted to the redemption date on a semiannual basis, assuming a 360-day year consisting of twelve 30- day months, at the Treasury Rate (as defined below) plus 20 basis points;

plus, in either case, accrued and unpaid interest to, but not including, the redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes of this Tranche to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes of this Tranche.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates,

R-1

which are primary U.S. Government securities dealers in The City of New York (a “Primary Treasury Dealer”), and their respective successors plus three other Primary Treasury Dealers selected by the Company; provided, however, that if any of the foregoing or their affiliates ceases to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding such redemption date.

In addition, the Company may redeem, at its option, the Notes of this Tranche pursuant to Section 3.02 of the Indenture, as a whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption, at a redemption price equal to 100% of the principal amount set forth on Schedule I, together with accrued but unpaid interest, if any, to the date fixed for redemption, if, at any time, the Company shall determine that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the Taxing Jurisdiction (as defined below) affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any change effected by guidance in any form from an official source, which change or amendment becomes effective on or after October 26, 2015 (the “Original Issue Date”), the Company or any Guarantor, as the case may be, has or shall become obligated to pay Additional Amounts with respect to this Note as described below.

All payments of principal and interest by or on behalf of the Company or any Guarantor in respect of this Note shall be made without withholding or deduction for, or on account of, any present or future tax, duty, assessment or governmental charge of whatever nature imposed or levied by or on behalf of the United States, Ireland, the United Kingdom or any jurisdiction in which the Company (or, if and for so long as any Guarantor is required to make payments under a Guarantee, such Guarantor), or any successor to the Company (or any Guarantor), is organized or tax resident, or any political subdivision or taxing authority thereof or therein (each, a “Taxing Jurisdiction”), unless the withholding or deduction of such tax, duty, assessment or charge is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, the Company (or, if a Guarantor is required to make payments under a Guarantee, without duplication, such Guarantor) shall, subject to certain exceptions and limitations set forth below (and subject to the right of redemption referred to herein and in the Indenture), pay such additional amounts (the “Additional Amounts”) as may be necessary in order that every net payment of the principal of and interest, including original issue discount, on this Note and any other amounts payable on this Note to the holder hereof after such withholding or deduction will not be less than the amount provided for in this Note to be then due and payable. However, the Company or any Guarantor, as the case may be, shall not be required to make any payment of Additional Amounts to any holder of any such Security for or on account of:

(a) any such tax, duty, 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 the beneficial owner of this Note (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder or beneficial owner, if such holder or beneficial owner is an estate, a trust, a partnership or a corporation) and the Taxing Jurisdiction, including, without limitation, such holder or beneficial owner (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, where required, by the holder or beneficial owner of this Note for payment on a date more than 15 calendar days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(b) any estate, inheritance, gift, sales, transfer, excise, wealth, or personal property tax or any similar tax, duty, assessment or governmental charge;

R-2

(c) any tax, duty, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’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, duty, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of this Note;

(e) any tax, duty, 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 this Note, if such compliance is required by statute or by regulation of the Taxing Jurisdiction or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, duty, assessment or other governmental charge;

(f) any tax, duty, assessment or other governmental charge imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code;

(g) any tax, duty, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’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 of the Guarantors or as a direct or indirect affiliate of the Company or of the Guarantors;

(h) any tax, duty, assessment or other governmental charge required to be deducted or withheld by any paying agent from a payment on this Note upon presentation of this Note, where required, if such payment can be made without such deduction or withholding upon presentation of this Note, where required, to any other paying agent;

(i) 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 (including European Council Directive 2003/48/EC) or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(j) any combination of two or more of items (a), (b), (c), (d), (e), (f), (g), (h) and (i),

nor shall Additional Amounts be paid with respect to any payment on this Note to any holder 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 Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary, 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 this Note.

This Note shall not be subject to repayment at the option of the holder prior to the Maturity Date.

Notwithstanding any other terms of this Note, or any other agreements, arrangements or understandings between the Company, any Guarantor and any holder, by its acquisition of this Note, each holder (including each holder of a beneficial interest in this Note) acknowledges and agrees to be bound by (any of the events in clauses (a) and (b) below, a “Bail-In Event”):

(a) the effect of any exercise of any Bail-In Power by the Relevant EEA Resolution Authority that may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the Amounts Due;

R-3

(ii) the conversion of all, or a portion, of the Amounts Due into shares, other securities or other obligations of the Company, any Non-Exempt Guarantor or any other Person, or the transfer of shares, other securities or other obligations of the Company, any Non-Exempt Guarantor or any other Person, or the transfer of shares, other securities or other obligations of the Company, any Non-Exempt Guarantor or any other Person (and the issue to or conferral on the holder of this Note of such shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of this Note or any Non-Exempt Guarantee, as the case may be;

(iii) the cancellation of this Note or any Non-Exempt Guarantee; or

(iv) the amendment or alteration of the maturity of this Note or amendment of the amount of interest payable on this Note, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and

(b) the variation of the terms of this Note or any Non-Exempt Guarantee if necessary to give effect to the exercise of any Bail-In Power by the Relevant EEA Resolution Authority.

No repayment or payment of Amounts Due shall become due and payable or be paid after the exercise of any Bail-In Power by the Relevant EEA Resolution Authority if and to the extent such amounts have been cancelled, written down, modified, suspended for a temporary period or converted as a result of such exercise.

By its acquisition of this Note, each holder of this Note (including each holder of a beneficial interest in this Note) shall be deemed to have (i) consented to the exercise of any Bail-In Power as it may be imposed without any prior notice by the Relevant EEA Resolution Authority of its decision to exercise such Bail-In Power with respect to this Note and any Non-Exempt Guarantees of this Note and (ii) authorized, directed and requested the Depositary, any other relevant clearing system and any direct participant in the Depositary, or any other relevant clearing system or other intermediary through which it holds this Note, to take any and all necessary action, if required, to implement the exercise of any Bail-In Power with respect to this Note and any Non-Exempt Guarantee of this Note as it may be imposed, without any further action or direction on the part of such holder or beneficial owner.

Upon the occurrence of any Bail-In Event or exercise of any Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note, or any Non-Exempt Guarantees of this Note, the Company shall provide a written notice to the holders of this Note through the Depositary or any other relevant clearing system as soon as practicable regarding such Bail-In Event or exercise of any Bail-In Power, as the case may be, with a copy of such notice to the Trustee for information purposes.

By its acquisition of this Note, each holder of this Note (including each holder of a beneficial interest in this Note): (i) acknowledges and agrees that neither the occurrence of any Bail-In Event nor any other exercise of any Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note, the Company or any Non-Exempt Guarantor will give rise to a default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law or in equity, against the Trustee and any Paying Agent for, agrees not to initiate a suit against the Trustee and any Paying Agent in respect of, and agrees that the Trustee and any Paying Agent shall not be liable for, any action that the Trustee or any Paying Agent takes, or abstains from taking, in either case in accordance with the exercise of the Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note or any Non-Exempt Guarantees of this Note; (iii) acknowledges and agrees that, upon the exercise of any Bail-In Power by the Relevant EEA Resolution Authority (x) the Trustee will not be required to take any further directions from holders of this Note with respect to any portion of this Note or any Non-Exempt Guarantees of this Note that are written-down, converted to equity, or cancelled under

R-4

Article Five of the Indenture, and (y) the Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of any Bail-In Power by the Relevant EEA Resolution Authority; provided, however, that notwithstanding the exercise of the Bail-In Power by the Relevant EEA Resolution Authority, so long as this Note remains Outstanding or any obligations under any Guarantees of this Note remain outstanding, there will at all times be a Trustee in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee will continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event this Note remains Outstanding or any obligations under any Guarantees of this Note remain outstanding following the completion of the exercise of the Bail-In Power by the Relevant EEA Resolution Authority; (iv) who acquires this Note (or who acquires a beneficial interest in this Note) other than upon the initial issuance hereof shall be deemed to recognize, acknowledge and agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners who acquire this Note upon initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms hereof related to the Bail-In Power, and each and every consequence arising therefrom referred to herein; and (v) acknowledge and agree that any limitation on the repayment or payment of Amounts Due by the Company or any Non-Exempt Guarantor in connection with any Bail-In Event or exercise of any Bail-In Power by the Relevant EEA Resolution Authority shall be deemed, with respect to this Note, to be a term of this Note originally and expressly set forth herein.

Notwithstanding anything to the contrary herein, neither the occurrence of any Bail-In Event nor any other exercise of any Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note, the Company or any Non-Exempt Guarantor will constitute a default or an Event of Default under the Indenture.

This Note will bear interest at the rate specified on the face hereof. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or the date of Maturity, as the case may be. Interest payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date or Maturity for this Note is not a Business Day, payment of principal, premium, if any, and/or interest on this Note will be postponed to the next succeeding Business Day; however, the Company will not pay any additional interest due to the delay in payment.

This Note is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Company. This Note is guaranteed by the Guarantors as and to the extent set forth in the Indenture.

This Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, in minimum denominations of $200,000 and any integral multiple of $1,000 in excess thereof.

The Bank of New York Mellon has been appointed registrar for the Notes (the “Registrar”, which term includes any successor registrar appointed by the Company), and the Registrar will maintain at its office in the Borough of Manhattan, The City of New York a register for the registration and transfer of Notes. The Indenture provides that, in accordance therewith, this Note may be transferred at the aforesaid office of the Registrar or other transfer agent by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form approved by the Registrar and duly executed by the registered holder hereof or by the holder’s attorney duly authorized in writing, and thereupon the Registrar or other transfer agent shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions for an equal aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided, however, that the Registrar will not be required to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, or to register the transfer of or exchange Notes to the extent and during the period so provided in the Indenture with respect to the redemption of Notes. Notes are exchangeable at said office for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such

R-5

exchanges and transfers of Notes will be free of charge, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in the form annexed hereto or, if such form is inapplicable to such transfer, such other form approved by the Registrar, and executed by the registered holder or by the holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

The Indenture provides that (on the terms and conditions set forth therein) if an Event of Default (as defined in the Indenture) with respect to any series of Securities issued under the Indenture, including the series of Global Medium-Term Notes, Series US MTN-A, of which this Note forms a part, shall have occurred and be continuing, then and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding under the Indenture, by notice in writing to the Company (and to the Trustee if given by Securityholders of such series), may declare the principal amount of all Securities of such series and interest accrued thereon, if any, to be due and payable immediately. Under certain conditions such declaration may be annulled by the holders of a majority in principal amount of the Securities of such series then Outstanding. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of such Securities then Outstanding may, subject to the terms and conditions of the Indenture, also waive on behalf of all holders of such Securities any past defaults or Events of Default with respect to such Securities except a default in payment of principal, premium, if any, or interest, if any, on any Security of such series, or in respect of a covenant or provision which cannot be modified without the consent of the holder of each Securities affected.

Subject to limitations set forth therein, the Indenture permits the Company, when authorized by resolution of the Board of Directors, the Guarantors and the Trustee, with the consent of the holders of not less than 66-2/3% in aggregate principal amount of the Securities of each series (each series voting as a class) affected by such supplemental indenture at the time Outstanding, including the series of Global Medium-Term Notes, Series US MTN-A, of which this Note forms a part, to enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Outstanding Securities of each such series or the Coupons appertaining to such Securities.

With respect to moneys paid by the Company and held by the Trustee or any Paying Agent for the payment of the principal of or interest or premium, if any, on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), such moneys shall be so repaid to the Company. Upon such repayment all liability of the Trustee 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 Indenture 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 Indenture prescribed unless otherwise agreed between the Company and the registered holder of this Note.

The Company, the Trustee and any agent of the Company or the Trustee may treat the holder in whose name this Note is registered as the absolute owner hereof for all purposes (whether or not this Note shall be overdue) for the purpose of receiving payment hereof and for all other purposes, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by any notice to the contrary.

R-6

No recourse for the payment of the principal of, premium, if any, or interest on, this Note, or for any claim based hereon, or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company or any Guarantor in the Indenture or in any supplemental indenture, or in this Note, or because of the creation of any indebtedness represented hereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, any Guarantor or of any successor Person, either directly or through the Company, any Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the issue of this Note.

This Note shall for all purposes be governed by and construed in accordance with the laws of the State of New York, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby, except to the extent expressly provided herein or in the Indenture.

As used herein:

(a) the term “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

(b) the term “Maturity” means the date on which the principal of this Note becomes due and payable as provided in this Note or the Indenture, whether at stated maturity or by declaration of acceleration, call for redemption or otherwise.

(c) 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.

(d) all other terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

R-7

FORM OF TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or type name and address, including zip code, of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

Date:
	Seller
	By

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:1
	By
	To be executed by an executive officer

¹  Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE I

The initial principal amount of this Global Note is U.S.$[●]. Changes in principal of this Global Note are set forth below:

Date Principal Amount by
which this Global
Note
is to be decreased Principal Amount by
which this Global
Note
is to be increased New Balance Signature of
Authorized Officer of
Trustee

BY ITS ACQUISITION OF THIS NOTE, EACH HOLDER OF THIS NOTE (INCLUDING EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE) ACKNOWLEDGES AND AGREES TO BE BOUND BY: (1) THE EFFECT OF THE EXERCISE OF ANY BAIL-IN POWER BY THE RELEVANT EEA RESOLUTION AUTHORITY THAT MAY INCLUDE AND RESULT IN ANY OF THE FOLLOWING, OR SOME COMBINATION THEREOF: (A) THE REDUCTION OF ALL OR A PORTION OF THE PRINCIPAL AMOUNT OR OUTSTANDING AMOUNT OF, TOGETHER WITH ANY ACCRUED BUT UNPAID INTEREST DUE ON, THIS NOTE, AND ANY AMOUNTS DUE UNDER ANY NON-EXEMPT GUARANTEE HEREOF (COLLECTIVELY, “AMOUNTS DUE”), (B) THE CONVERSION OF ALL, OR A PORTION, OF THE AMOUNTS DUE INTO SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS OF THE COMPANY, ANY NON-EXEMPT GUARANTOR OR ANY OTHER PERSON (AND THE ISSUE TO OR CONFERRAL ON THE HOLDER OF SUCH SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS), INCLUDING BY MEANS OF AN AMENDMENT, MODIFICATION OR VARIATION OF THE TERMS OF THIS NOTE OR ANY NON-EXEMPT GUARANTEE HEREOF, (C) THE CANCELLATION OF THIS NOTE OR ANY NON-EXEMPT GUARANTEE HEREOF, OR (D) THE AMENDMENT OR ALTERATION OF THE MATURITY OF THIS NOTE OR AMENDMENT OF THE AMOUNT OF INTEREST PAYABLE ON THIS NOTE, OR THE DATE ON WHICH INTEREST BECOMES PAYABLE, INCLUDING BY SUSPENDING PAYMENT FOR A TEMPORARY PERIOD, AND (2) THE VARIATION OF THE TERMS OF THIS NOTE OR ANY NON-EXEMPT GUARANTEE HEREOF, IF NECESSARY, TO GIVE EFFECT TO THE EXERCISE OF ANY BAIL-IN POWER BY THE RELEVANT EEA RESOLUTION AUTHORITY. IN ADDITION, EACH HOLDER OF THIS NOTE (INCLUDING EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE) FURTHER ACKNOWLEDGES AND AGREES THAT THIS NOTE IS SUBJECT TO SUCH OTHER MATTERS RELATING TO BAIL-IN POWERS SET FORTH HEREIN AND IN THE INDENTURE (AS HEREIN DEFINED).

1

GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY

GLOBAL MEDIUM-TERM NOTE, SERIES US MTN-A, TRANCHE 4

(Senior Fixed Rate Note)

REGISTERED		REGISTERED
No.	US MTN-A-Tranche 4-[●]	U.S.$[●]
CUSIP:	36164QNA2
ISIN:	US36164QNA21

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

The Depositary for this Note will initially be The Depository Trust Company (55 Water Street, New York, New York). Unless and until it is exchanged in whole or in part for Notes in definitive registered form, this registered global note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

GE Capital International Funding Company Unlimited Company, formerly GE Capital International Funding Company, a public unlimited company existing under the Companies Act 2014 of Ireland (together with its successors pursuant to the Indenture, the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the then outstanding principal amount specified on Schedule I hereto on November 15, 2035 (the “Maturity Date”) (except to the extent redeemed, repaid or otherwise satisfied prior to the Maturity Date) and to pay interest thereon (including Additional Amounts (as defined herein) and Additional Interest (as defined herein)) from and including [●] (the “Initial Interest Accrual Date”), at the rate of 4.418% per annum until the principal hereof is paid or duly provided for. The Company will pay interest in arrears semiannually on May 15 and November 15 of each year, commencing with [●] (each, an “Interest Payment Date”), and on the Maturity Date (or any redemption date).

Payment of the principal of this Note, any premium and the interest due at the Maturity Date (or any redemption date) will be made by wire transfer in immediately available funds upon surrender of this Note at the office or agency of such paying agent (a “Paying Agent”) as the Company may determine maintained for that purpose in the Borough of Manhattan, The City of New York, or at the office or agency of a Paying Agent maintained in a city in a Member State of the European Union, or at the office or agency of such other Paying Agent as the Company may determine. Initially, the Paying Agents shall be: (a) The Bank of New York Mellon, 101 Barclay Street, Floor 7-West, New York, NY 10286, U.S.A. and (b) The Bank of New York Mellon, London Branch, One Canada Square, London, E14 5AL, United Kingdom.

Interest on this Note will accrue initially from and including the Initial Interest Accrual Date, and thereafter will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for and thereafter will accrue until the principal hereof has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on the date 15 calendar days prior to an Interest Payment Date (whether or not a Business Day) (each such date a “Record Date”); provided, however, that interest payable at Maturity will be payable to the person to whom the principal hereof shall be payable.

2

Payment of the principal of and premium, if any, and interest on this Note (including Additional Amounts, if any, and Additional Interest, if any) will be made in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. Payments of interest, other than interest due at Maturity will be made by United States dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note register. A holder of U.S.$5,000,000 or more in aggregate principal amount of Notes having the same terms and conditions will be entitled to receive payments of interest, other than interest due at Maturity, by wire transfer of immediately available funds to an account maintained by the holder of this Note if appropriate wire transfer instructions in writing have been received by the Trustee not less than 10 calendar days prior to the applicable Interest Payment Date. Notwithstanding the foregoing, this Note may be paid in accordance with the rules of the Depositary in effect from time to time.

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 Trustee, as defined on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture, 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.

GIVEN under the Common Seal of GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED COMPANY
By:
	Name:
	Title:
By:
	Name:
	Title:

[SIGNATURE PAGE – US MTN-A NOTES DUE 2035]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the Tranche designated therein described in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Trustee
By:
	Authorized Signatory

DATED:             , 2016

[SIGNATURE PAGE – US MTN-A NOTES DUE 2035]

REVERSE OF NOTE

This Note is one of a duly authorized issue of the Tranche of Global Medium-Term Notes, Series US MTN-A (the “Notes”) of the Company designated on the face hereof. The Notes are issuable under an Indenture, dated as of October 26, 2015 by and among the Company, General Electric Company and the other Guarantors named therein from time to time and The Bank of New York Mellon, as trustee, as the same may be amended from time to time (the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, agreements, limitations of rights, duties and immunities of the Company, the Guarantors, the Trustee and the holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Bank of New York Mellon at its corporate trust office in the Borough of Manhattan, The City of New York has been appointed the registrar. The Bank of New York Mellon at its office in the Borough of Manhattan, The City of New York and The Bank of New York Mellon, London Branch at its office in the City of London, United Kingdom (each, at their addresses set forth on the face of this Note) have been appointed Paying Agents with respect to the Notes. Terms used herein include successor entities pursuant to the Indenture or other relevant agreement.

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 herein.

The Company may redeem, at its option, the Notes of this Tranche pursuant to Section 3.02 of the Indenture, as a whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption, at a redemption price equal to 100% of the principal amount set forth on Schedule I, together with accrued but unpaid interest, if any, to the date fixed for redemption, if, at any time, the Company shall determine that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the Taxing Jurisdiction (as defined below) affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any change effected by guidance in any form from an official source, which change or amendment becomes effective on or after October 26, 2015 (the “Original Issue Date”), the Company or any Guarantor, as the case may be, has or shall become obligated to pay Additional Amounts with respect to this Note as described below.

All payments of principal and interest by or on behalf of the Company or any Guarantor in respect of this Note shall be made without withholding or deduction for, or on account of, any present or future tax, duty, assessment or governmental charge of whatever nature imposed or levied by or on behalf of the United States, Ireland, the United Kingdom or any jurisdiction in which the Company (or, if and for so long as any Guarantor is required to make payments under a Guarantee, such Guarantor), or any successor to the Company (or any Guarantor), is organized or tax resident, or any political subdivision or taxing authority thereof or therein (each, a “Taxing Jurisdiction”), unless the withholding or deduction of such tax, duty, assessment or charge is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, the Company (or, if a Guarantor is required to make payments under a Guarantee, without duplication, such Guarantor) shall, subject to certain exceptions and limitations set forth below (and subject to the right of redemption referred to herein and in the Indenture), pay such additional amounts (the “Additional Amounts”) as may be necessary in order that every net payment of the principal of and interest, including original issue discount, on this Note and any other amounts payable on this Note to the holder hereof after such withholding or deduction will not be less than the amount provided for in this Note to be then due and payable. However, the Company or any Guarantor, as the case may be, shall not be required to make any payment of Additional Amounts to any holder of any such Security for or on account of:

(a) any such tax, duty, 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 the beneficial owner of this Note (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder or beneficial owner, if such holder or beneficial owner is an estate, a trust, a partnership or a corporation) and the Taxing Jurisdiction, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or

R-1

having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein or (ii) the presentation, where required, by the holder or beneficial owner of this Note for payment on a date more than 15 calendar days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(b) any estate, inheritance, gift, sales, transfer, excise, wealth, or personal property tax or any similar tax, duty, assessment or governmental charge;

(c) any tax, duty, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’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, duty, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of this Note;

(e) any tax, duty, 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 this Note, if such compliance is required by statute or by regulation of the Taxing Jurisdiction or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, duty, assessment or other governmental charge;

(f) any tax, duty, assessment or other governmental charge imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code;

(g) any tax, duty, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’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 of the Guarantors or as a direct or indirect affiliate of the Company or of the Guarantors;

(h) any tax, duty, assessment or other governmental charge required to be deducted or withheld by any paying agent from a payment on this Note upon presentation of this Note, where required, if such payment can be made without such deduction or withholding upon presentation of this Note, where required, to any other paying agent;

(i) 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 (including European Council Directive 2003/48/EC) or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(j) any combination of two or more of items (a), (b), (c), (d), (e), (f), (g), (h) and (i),

nor shall Additional Amounts be paid with respect to any payment on this Note to any holder 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 Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary, 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 this Note.

This Note shall not be subject to repayment at the option of the holder prior to the Maturity Date.

R-2

Notwithstanding any other terms of this Note, or any other agreements, arrangements or understandings between the Company, any Guarantor and any holder, by its acquisition of this Note, each holder (including each holder of a beneficial interest in this Note) acknowledges and agrees to be bound by (any of the events in clauses (a) and (b) below, a “Bail-In Event”):

(a) the effect of any exercise of any Bail-In Power by the Relevant EEA Resolution Authority that may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the Amounts Due;

(ii) the conversion of all, or a portion, of the Amounts Due into shares, other securities or other obligations of the Company, any Non-Exempt Guarantor or any other Person, or the transfer of shares, other securities or other obligations of the Company, any Non-Exempt Guarantor or any other Person, or the transfer of shares, other securities or other obligations of the Company, any Non-Exempt Guarantor or any other Person (and the issue to or conferral on the holder of this Note of such shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of this Note or any Non-Exempt Guarantee, as the case may be;

(iii) the cancellation of this Note or any Non-Exempt Guarantee; or

(iv) the amendment or alteration of the maturity of this Note or amendment of the amount of interest payable on this Note, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and

(b) the variation of the terms of this Note or any Non-Exempt Guarantee if necessary to give effect to the exercise of any Bail-In Power by the Relevant EEA Resolution Authority.

No repayment or payment of Amounts Due shall become due and payable or be paid after the exercise of any Bail-In Power by the Relevant EEA Resolution Authority if and to the extent such amounts have been cancelled, written down, modified, suspended for a temporary period or converted as a result of such exercise.

By its acquisition of this Note, each holder of this Note (including each holder of a beneficial interest in this Note) shall be deemed to have (i) consented to the exercise of any Bail-In Power as it may be imposed without any prior notice by the Relevant EEA Resolution Authority of its decision to exercise such Bail-In Power with respect to this Note and any Non-Exempt Guarantees of this Note and (ii) authorized, directed and requested the Depositary, any other relevant clearing system and any direct participant in the Depositary, or any other relevant clearing system or other intermediary through which it holds this Note, to take any and all necessary action, if required, to implement the exercise of any Bail-In Power with respect to this Note and any Non-Exempt Guarantee of this Note as it may be imposed, without any further action or direction on the part of such holder or beneficial owner.

Upon the occurrence of any Bail-In Event or exercise of any Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note, or any Non-Exempt Guarantees of this Note, the Company shall provide a written notice to the holders of this Note through the Depositary or any other relevant clearing system as soon as practicable regarding such Bail-In Event or exercise of any Bail-In Power, as the case may be, with a copy of such notice to the Trustee for information purposes.

By its acquisition of this Note, each holder of this Note (including each holder of a beneficial interest in this Note): (i) acknowledges and agrees that neither the occurrence of any Bail-In Event nor any other exercise of any Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note, the Company or any Non-Exempt Guarantor will give rise to a default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in

R-3

law or in equity, against the Trustee and any Paying Agent for, agrees not to initiate a suit against the Trustee and any Paying Agent in respect of, and agrees that the Trustee and any Paying Agent shall not be liable for, any action that the Trustee or any Paying Agent takes, or abstains from taking, in either case in accordance with the exercise of the Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note or any Non-Exempt Guarantees of this Note; (iii) acknowledges and agrees that, upon the exercise of any Bail-In Power by the Relevant EEA Resolution Authority (x) the Trustee will not be required to take any further directions from holders of this Note with respect to any portion of this Note or any Non-Exempt Guarantees of this Note that are written-down, converted to equity, or cancelled under Article Five of the Indenture, and (y) the Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of any Bail-In Power by the Relevant EEA Resolution Authority; provided, however, that notwithstanding the exercise of the Bail-In Power by the Relevant EEA Resolution Authority, so long as this Note remains Outstanding or any obligations under any Guarantees of this Note remain outstanding, there will at all times be a Trustee in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee will continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event this Note remains Outstanding or any obligations under any Guarantees of this Note remain outstanding following the completion of the exercise of the Bail-In Power by the Relevant EEA Resolution Authority; (iv) who acquires this Note (or who acquires a beneficial interest in this Note) other than upon the initial issuance hereof shall be deemed to recognize, acknowledge and agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners who acquire this Note upon initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms hereof related to the Bail-In Power, and each and every consequence arising therefrom referred to herein; and (v) acknowledge and agree that any limitation on the repayment or payment of Amounts Due by the Company or any Non-Exempt Guarantor in connection with any Bail-In Event or exercise of any Bail-In Power by the Relevant EEA Resolution Authority shall be deemed, with respect to this Note, to be a term of this Note originally and expressly set forth herein.

Notwithstanding anything to the contrary herein, neither the occurrence of any Bail-In Event nor any other exercise of any Bail-In Power by the Relevant EEA Resolution Authority with respect to this Note, the Company or any Non-Exempt Guarantor will constitute a default or an Event of Default under the Indenture.

This Note will bear interest at the rate specified on the face hereof. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or the date of Maturity, as the case may be. Interest payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date or Maturity for this Note is not a Business Day, payment of principal, premium, if any, and/or interest on this Note will be postponed to the next succeeding Business Day; however, the Company will not pay any additional interest due to the delay in payment.

This Note is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Company. This Note is guaranteed by the Guarantors as and to the extent set forth in the Indenture.

This Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, in minimum denominations of $200,000 and any integral multiple of $1,000 in excess thereof.

The Bank of New York Mellon has been appointed registrar for the Notes (the “Registrar”, which term includes any successor registrar appointed by the Company), and the Registrar will maintain at its office in the Borough of Manhattan, The City of New York a register for the registration and transfer of Notes. The Indenture provides that, in accordance therewith, this Note may be transferred at the aforesaid office of the Registrar or other transfer agent by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form approved by the Registrar and duly executed by the registered holder hereof or by the holder’s attorney duly authorized in writing, and thereupon the Registrar or other transfer

R-4

agent shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions for an equal aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided, however, that the Registrar will not be required to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, or to register the transfer of or exchange Notes to the extent and during the period so provided in the Indenture with respect to the redemption of Notes. Notes are exchangeable at said office for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such exchanges and transfers of Notes will be free of charge, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in the form annexed hereto or, if such form is inapplicable to such transfer, such other form approved by the Registrar, and executed by the registered holder or by the holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

The Indenture provides that (on the terms and conditions set forth therein) if an Event of Default (as defined in the Indenture) with respect to any series of Securities issued under the Indenture, including the series of Global Medium-Term Notes, Series US MTN-A, of which this Note forms a part, shall have occurred and be continuing, then and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding under the Indenture, by notice in writing to the Company (and to the Trustee if given by Securityholders of such series), may declare the principal amount of all Securities of such series and interest accrued thereon, if any, to be due and payable immediately. Under certain conditions such declaration may be annulled by the holders of a majority in principal amount of the Securities of such series then Outstanding. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of such Securities then Outstanding may, subject to the terms and conditions of the Indenture, also waive on behalf of all holders of such Securities any past defaults or Events of Default with respect to such Securities except a default in payment of principal, premium, if any, or interest, if any, on any Security of such series, or in respect of a covenant or provision which cannot be modified without the consent of the holder of each Securities affected.

Subject to limitations set forth therein, the Indenture permits the Company, when authorized by resolution of the Board of Directors, the Guarantors and the Trustee, with the consent of the holders of not less than 66-2/3% in aggregate principal amount of the Securities of each series (each series voting as a class) affected by such supplemental indenture at the time Outstanding, including the series of Global Medium-Term Notes, Series US MTN-A, of which this Note forms a part, to enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Outstanding Securities of each such series or the Coupons appertaining to such Securities.

With respect to moneys paid by the Company and held by the Trustee or any Paying Agent for the payment of the principal of or interest or premium, if any, on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), such moneys shall be so repaid to the Company. Upon such repayment all liability of the Trustee 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 Indenture 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 Indenture prescribed unless otherwise agreed between the Company and the registered holder of this Note.

R-5

The Company, the Trustee and any agent of the Company or the Trustee may treat the holder in whose name this Note is registered as the absolute owner hereof for all purposes (whether or not this Note shall be overdue) for the purpose of receiving payment hereof and for all other purposes, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by any notice to the contrary.

No recourse for the payment of the principal of, premium, if any, or interest on, this Note, or for any claim based hereon, or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company or any Guarantor in the Indenture or in any supplemental indenture, or in this Note, or because of the creation of any indebtedness represented hereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, any Guarantor or of any successor Person, either directly or through the Company, any Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the issue of this Note.

This Note shall for all purposes be governed by and construed in accordance with the laws of the State of New York, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby, except to the extent expressly provided herein or in the Indenture.

As used herein:

(a) the term “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

(b) the term “Maturity” means the date on which the principal of this Note becomes due and payable as provided in this Note or the Indenture, whether at stated maturity or by declaration of acceleration, call for redemption or otherwise.

(c) 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.

(d) all other terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

R-6

FORM OF TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or type name and address, including zip code, of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

Date:
	Seller
	By

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:1
	By
	To be executed by an executive officer

¹  Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE I

The initial principal amount of this Global Note is U.S.$[●]. Changes in principal of this Global Note are set forth below:

Date Principal Amount by
which this Global
Note
is to be decreased Principal Amount by
which this Global
Note
is to be increased New Balance Signature of
Authorized Officer of
Trustee

EX-4.3

Exhibit 4.3

FIRST SUPPLEMENTAL INDENTURE

GE CAPITAL INTERNATIONAL FUNDING COMPANY,

as Issuer

the Guarantors party hereto

AND

GE CAPITAL SUB 3, INC.

as GECC Successor Guarantor

AND

THE BANK OF NEW YORK MELLON,

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of December 2, 2015

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of 12:05 am (New York time) on December 2, 2015 among GE CAPITAL INTERNATIONAL FUNDING COMPANY, a public unlimited company duly incorporated and existing under the Companies Act 2014 of Ireland (the “Company”), GENERAL ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of New York (“GE”), GENERAL ELECTRIC CAPITAL LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (formerly known as General Electric Capital Corporation) (the “GECC Guarantor” and, together with GE, the “Guarantors”), GE CAPITAL SUB 3, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Undersigned”), and THE BANK OF NEW YORK MELLON, a bank duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of October 26, 2015 (the “Indenture”), to provide for the issuance by the Company from time to time of its unsecured notes or other evidences of indebtedness to be issued in one or more series, as provided in the Indenture;

WHEREAS, pursuant to Section 14.02 of the Indenture, in the circumstances described therein, an Affiliate of GE may be required to or permitted to become a GECC Successor Guarantor and to assume the GECC Guarantee; and

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized in all respects and all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms and a valid amendment of and supplement to the Indenture have been duly performed and complied with;

NOW, THEREFORE, WITNESSETH:

That in consideration of the premises and mutual covenants herein and in the Indenture, and for other good and valuable consideration receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. The Undersigned, by its execution of this Supplemental Indenture, agrees to assume all of the obligations under the GECC Guarantee provided by any GECC Guarantor and the punctual performance and observance of all of the covenants and other obligations under the Indenture to be performed by the GECC Guarantor and, with effect from the date hereof, agrees to be the GECC Guarantor under the Indenture and to be bound by the terms of the Indenture applicable the GECC Guarantor, including, but not limited to, Article Fourteen thereof.

1

Section 3. With effect from the date of this Supplemental Indenture, the GECC Guarantor shall be relieved of any further obligation under the Indenture and under its Guarantee in accordance with Section 14.02 of the Indenture.

Section 4. This Supplemental Indenture shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby, except to the extent expressly provided in the Indenture.

Section 5. The Undersigned irrevocably and unconditionally submits to the non-exclusive jurisdiction of any U.S. federal or New York State court located in the Borough of Manhattan, The City of New York over any suit, action or proceeding arising out of or relating to this Supplemental Indenture or any transaction contemplated hereby. The Undersigned irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Undersigned and may be enforced in any other courts to whose jurisdiction the Undersigned is or may be subject, by suit upon judgment.

Section 6. The Undersigned hereby designates and appoints GE Capital Treasury Services (US) LLC, currently of 201 High Ridge Road, Stamford, CT 06905 (Attention: President and Chief Executive Officer), as its authorized agent upon which process may be served in any suit or proceeding in any U.S. federal or New York State court located in the Borough of Manhattan, The City of New York arising out of or relating to the Securities, the Guarantees or the Indenture, and GE Capital Treasury Services (US) LLC accepted such designation and appointment. The Undersigned agrees that service of process upon such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any such court. Such appointment shall be irrevocable so long as any of the Securities remain Outstanding or any obligations under any Guarantees remain outstanding until the appointment of a successor by the Undersigned and such successor’s acceptance of such appointment. Upon such acceptance, the Undersigned shall notify the Trustee of the name and address of such successor. The Undersigned further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such authorized agent in full force and effect so long as any of the Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Undersigned to take any such action. The Undersigned agrees that nothing herein shall affect any Securityholder’s right to effect service of process in any other manner permitted by law or bring a suit action or proceeding (including a proceeding for enforcement of a judgment) in any other court or jurisdiction in accordance with applicable law.

2

Section 7. The Undersigned agrees that, to the extent that it has or hereafter may acquire any sovereign or other immunity from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (including any immunity from non-exclusive jurisdiction or from service of process or from any execution to satisfy a final judgment or from attachment or in aid of such execution or otherwise) with respect to itself or any of its property, it irrevocably waives, to the fullest extent permitted under applicable law, any such right of immunity or claim thereto which may now or hereafter exist, and agrees not to assert any such right or claim in any action or proceeding against it arising out of or based on the Securities, the Guarantees or the Indenture.

Section 8. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 9. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and their respective corporate seals to be affixed hereunto and attested, as of the day and year first written above.

GIVEN under the Common Seal of GE CAPITAL INTERNATIONAL FUNDING COMPANY
By:	/s/ Robert Green
	Name:	Robert Green
	Title:	Director
By:	/s/ Columba Glavin
	Name:	Columba Glavin
	Title:	Director

GENERAL ELECTRIC COMPANY
By:	/s/ Daniel C. Janki
	Name:	Daniel C. Janki
	Title:	Senior Vice President and Treasurer
GENERAL ELECTRIC CAPITAL LLC
By:	/s/ Christina Selby
	Name:	Christina Selby
	Title:	Vice President
GE CAPITAL SUB 3, INC.
By:	/s/ Malvina Iannone
	Name:	Malvina Iannone
	Title:	Vice President

[Signature Page to First Supplemental Indenture for the Exchange Offer Indenture]

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

[Signature Page to First Supplemental Indenture for the Exchange Offer Indenture]

EX-4.4

Exhibit 4.4

SECOND SUPPLEMENTAL INDENTURE

GE CAPITAL INTERNATIONAL FUNDING COMPANY,

as Issuer

the Guarantors party hereto

AND

GE CAPITAL INTERNATIONAL HOLDINGS LIMITED

as GECC Successor Guarantor

AND

THE BANK OF NEW YORK MELLON,

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of December 3, 2015

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of 12:45 am (New York time) on December 3, 2015 among GE CAPITAL INTERNATIONAL FUNDING COMPANY, a public unlimited company duly incorporated and existing under the Companies Act 2014 of Ireland (the “Company”), GENERAL ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of New York (“GE”), GE CAPITAL SUB 3, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “GECC Guarantor” and, together with GE, the “Guarantors”), GE CAPITAL INTERNATIONAL HOLDINGS LIMITED, a company organized and existing under the laws of the United Kingdom (the “Undersigned”), and THE BANK OF NEW YORK MELLON, a bank duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of October 26, 2015 (the “Indenture”), to provide for the issuance by the Company from time to time of its unsecured notes or other evidences of indebtedness to be issued in one or more series, as provided in the Indenture;

WHEREAS, pursuant to Section 14.02 of the Indenture, in the circumstances described therein, an Affiliate of GE may be required to or permitted to become a GECC Successor Guarantor and to assume the GECC Guarantee; and

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized in all respects and all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms and a valid amendment of and supplement to the Indenture have been duly performed and complied with;

NOW, THEREFORE, WITNESSETH:

That in consideration of the premises and mutual covenants herein and in the Indenture, and for other good and valuable consideration receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. The Undersigned, by its execution of this Supplemental Indenture, agrees to assume all of the obligations under the GECC Guarantee provided by any GECC Guarantor and the punctual performance and observance of all of the covenants and other obligations under the Indenture to be performed by the GECC Guarantor and, with effect from the date hereof, agrees to be the GECC Guarantor under the Indenture and to be bound by the terms of the Indenture applicable the GECC Guarantor, including, but not limited to, Article Fourteen thereof.

1

Section 3. With effect from the date of this Supplemental Indenture, the GECC Guarantor shall be relieved of any further obligation under the Indenture and under its Guarantee in accordance with Section 14.02 of the Indenture.

Section 4. This Supplemental Indenture shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby, except to the extent expressly provided in the Indenture.

Section 5. The Undersigned irrevocably and unconditionally submits to the non-exclusive jurisdiction of any U.S. federal or New York State court located in the Borough of Manhattan, The City of New York over any suit, action or proceeding arising out of or relating to this Supplemental Indenture or any transaction contemplated hereby. The Undersigned irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Undersigned and may be enforced in any other courts to whose jurisdiction the Undersigned is or may be subject, by suit upon judgment.

Section 6. The Undersigned hereby designates and appoints GE Capital Treasury Services (US) LLC, currently of 201 High Ridge Road, Stamford, CT 06905 (Attention: President and Chief Executive Officer), as its authorized agent upon which process may be served in any suit or proceeding in any U.S. federal or New York State court located in the Borough of Manhattan, The City of New York arising out of or relating to the Securities, the Guarantees or the Indenture, and GE Capital Treasury Services (US) LLC accepted such designation and appointment. The Undersigned agrees that service of process upon such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any such court. Such appointment shall be irrevocable so long as any of the Securities remain Outstanding or any obligations under any Guarantees remain outstanding until the appointment of a successor by the Undersigned and such successor’s acceptance of such appointment. Upon such acceptance, the Undersigned shall notify the Trustee of the name and address of such successor. The Undersigned further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such authorized agent in full force and effect so long as any of the Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Undersigned to take any such action. The Undersigned agrees that nothing herein shall affect any Securityholder’s right to effect service of process in any other manner permitted by law or bring a suit action or proceeding (including a proceeding for enforcement of a judgment) in any other court or jurisdiction in accordance with applicable law.

Section 7. The Undersigned agrees that, to the extent that it has or hereafter may acquire any sovereign or other immunity from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (including any immunity

2

from non-exclusive jurisdiction or from service of process or from any execution to satisfy a final judgment or from attachment or in aid of such execution or otherwise) with respect to itself or any of its property, it irrevocably waives, to the fullest extent permitted under applicable law, any such right of immunity or claim thereto which may now or hereafter exist, and agrees not to assert any such right or claim in any action or proceeding against it arising out of or based on the Securities, the Guarantees or the Indenture.

Section 8. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 9. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and their respective corporate seals to be affixed hereunto and attested, as of the day and year first written above.

GIVEN under the Common Seal of GE CAPITAL INTERNATIONAL FUNDING COMPANY
By:	/s/ Robert Green
	Name:	Robert Green
	Title:	Director
By:	/s/ Columba Glavin
	Name:	Columba Glavin
	Title:	Director
GENERAL ELECTRIC COMPANY
By:	/s/ Daniel C. Janki
	Name:	Daniel C. Janki
	Title:	Senior Vice President and Treasurer
GE CAPITAL SUB 3, INC.
By:	/s/ Malvina Iannone
	Name:	Malvina Iannone
	Title:	Vice President
GE CAPITAL INTERNATIONAL HOLDINGS LIMITED
By:	/s/ Todd L. Smith
	Name:	Todd L. Smith
	Title:	Director

[Signature Page to Second Supplemental Indenture for the Exchange Offer Indenture]

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

[Signature Page to Second Supplemental Indenture for the Exchange Offer Indenture]

EX-4.5

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated October 26, 2015 (this “Agreement”) is entered into by and among GE Capital International Funding Company, a public unlimited company incorporated in Ireland (the “Company”), General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC,” and together with GE, the “Initial Guarantors”) and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc. and Citigroup Global Markets Limited (collectively, the “Lead Dealer Managers”), Barclays Capital Inc., Barclays Bank PLC and Deutsche Bank Securities Inc. (collectively, the “Other Dealer Managers”) and Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischler Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities, Inc. (together with the Lead Dealer Managers and the Other Dealer Managers, the “Dealer Managers”).

The Company, the Initial Guarantors and the Dealer Managers are parties to the Dealer Manager Agreement dated September 21, 2015 (the “Dealer Manager Agreement”), relating to the Company’s proposed offers to exchange (the “Offers”), upon the terms and subject to the conditions set forth in the Offer to Exchange dated September 21, 2015 (such Offer to Exchange, including the documents incorporated therein by reference and any exhibits or annexes thereto, the “Offer to Exchange”), the applicable series or tranche of New Notes of the Company described in the Offer to Exchange (collectively, the “New Notes”) and cash, if applicable, for each series or tranche of outstanding debt securities that is listed under the caption “Exchange Offers Summary Tables” in the Offer to Exchange (the “Old Notes”). The New Notes will be guaranteed on a senior unsecured basis by the Guarantors (as defined herein). In connection with the Dealer Manager Agreement and the Offers, the Company and the Initial Guarantors have agreed to provide the registration rights set forth in this Agreement with respect to New US MTN Notes (as defined in the Offer to Exchange and listed on Schedule 1 hereto) and the guarantees thereof provided by the applicable Guarantors at the time of any Exchange Offer Registration (as defined herein) or Shelf Registration (as defined herein) (such New Notes, together with such guarantees, the “Securities”). The execution and delivery of this Agreement is a condition to the closing under the Dealer Manager Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Additional Guarantor” shall mean any subsidiary of the Company or the Initial Guarantors that executes or otherwise assumes a Guarantee under the Indenture after the date of this Agreement.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are generally authorized or obligated by law or regulation to remain closed.

“Company” shall have the meaning set forth in the preamble hereto and shall also include the Company’s successors.

“Dealer Manager Agreement” shall have the meaning set forth in the preamble hereto.

“Dealer Managers” shall have the meaning set forth in the preamble hereto.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offers” shall mean the exchange offer by the Company and the Guarantors of each series or tranche of Exchange Securities for the applicable series or tranche of Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean, with respect to any series or tranche of the Securities, a series or tranche of senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms substantially identical to such series or tranche of Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities of such series or tranche in exchange for Securities of such series or tranche pursuant to the Exchange Offer for such series or tranche.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

2

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.

“Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture.

“Guarantors” shall mean the Initial Guarantors and any Additional Guarantors that Guarantees the Securities under the Indenture.

“Holders” shall, with respect to any Registrable Securities, have the meaning set for the in the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall mean the Indenture relating to the Securities dated as of October 26, 2015 among the Company, the Initial Guarantors and The Bank of New York Mellon, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

“Initial Guarantors” shall have the meaning set forth in the preamble hereto.

“Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.

“Lead Dealer Managers” shall have the meaning set forth in the preamble hereto.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities of all series or tranches; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offers or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

3

“Notice and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder.

“Offer to Exchange” shall have the meaning set forth in the preamble hereto.

“Offers” shall have the meaning set forth in the preamble hereto.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

“Participating Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities cease to be outstanding or (iii) except in the case of Securities that otherwise remain Registrable Securities and that are held by a Dealer Manager and that are ineligible to be exchanged in the Exchange Offers, when the Exchange Offers are consummated.

“Registration Default” shall mean the occurrence of any of the following: (i) the Exchange Offers are not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required to be filed pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this Agreement, has become effective but is thereafter

4

withdrawn by the Company or the Guarantors or ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 120 days in the aggregate in any 12-month period or (v) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter, on more than four occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange (including those of the Exchange) or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distribution of any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may also be the same as the counsel for the Dealer Managers) and (viii) the fees and disbursements of the independent registered public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company and the Guarantors filed under the Securities Act that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

5

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities” shall have the meaning set forth in the preamble hereto.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Settlement Date” shall mean the Settlement Date as defined in the Offer to Exchange.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

“Staff” shall mean the staff of the SEC.

“Target Registration Date” shall mean a date no later than 390 days after the Settlement Date or, if such 390th day is not a Business Day, the next succeeding Business Day.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean The Bank of New York Mellon, as the trustee with respect to the Securities under the Indenture, and any successor thereto.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

6

2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall (x) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities no later than 270 days after the Settlement Date and (y) use their commercially reasonable efforts to (i) cause such Registration Statement to become effective not later than 360 days after the Settlement Date and (ii) to remain effective until 90 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall use their commercially reasonable efforts to commence and complete each Exchange Offer promptly after the Exchange Offer Registration Statement becomes effective but in any event not later than 30 Business Days after such effective date.

The Company and the Guarantors shall commence the Exchange Offer for each series or tranche of Registrable Securities by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i) that the Exchange Offers are being made pursuant to this Agreement and that all Registrable Securities of such series or tranche validly tendered and not properly withdrawn will be accepted for exchange;

(ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

(iv) that any Holder electing to have a Registrable Security of a series or tranche exchanged pursuant to the Exchange Offer for such series or tranche will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

(v) that any Holder of Registrable Securities of a series or tranche will be entitled to withdraw its election, not later than the close of business on the last Exchange Date for such series or tranche, by effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

7

As a condition to participating in each Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offers it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor or, if it is an “affiliate” of the Company or any Guarantor, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

As soon as practicable after the last Exchange Date with respect to an Exchange Offer for Registrable Securities of a series or tranche, the Company and the Guarantors shall:

(I) accept for exchange Registrable Securities of such series or tranche or portions thereof validly tendered and not properly withdrawn pursuant to such Exchange Offer; and

(II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities of such series or tranche or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities of such series or tranche equal in principal amount to the principal amount of the Registrable Securities of such series or tranche validly tendered by such Holder and accepted for exchange pursuant to such Exchange Offer.

The Company and the Guarantors shall use their commercially reasonable efforts to complete the Exchange Offers as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offers. The Exchange Offers shall not be subject to any conditions, other than that the Exchange Offers do not violate any applicable law or applicable interpretations of the Staff.

(b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer for Registrable Securities of a series or tranche may not be completed as soon as practicable after the last Exchange Date with respect to such Exchange Offer because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer for Registrable

8

Securities of a series or tranche is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Dealer Manager representing that it holds Registrable Securities that are or were ineligible to be exchanged in the applicable Exchange Offer, the Company and the Guarantors shall file, no later than 360 days after the Settlement Date, or, in the case of clause (iii), as soon as practicable after such Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities of such series or tranche by the Holders thereof and to use their commercially reasonable efforts to cause such Shelf Registration Statement to become effective no later than 30 days after such Shelf Registration Statement is filed; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof.

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Dealer Managers after completion of the Exchange Offers.

The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the second anniversary of the Settlement Date or, if earlier, until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or

9

Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions, its own attorney fees (except as such fees may be covered by clause (vii) of the definition of “Registration Expenses”) and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d) An Exchange Offer Registration Statement pursuant to Section 2(a), and a Shelf Registration Statement pursuant to Section 2(b) hereof, will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

If a Registration Default occurs with respect to a series or tranche of Registrable Securities, the interest rate on the Registrable Securities of such series or tranche will be increased by (i) 0.25% per annum for the first 90-day period beginning on, and including, the date on which such Registration Default shall occur and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case to and including the date on which all Registration Defaults end or, if earlier, the second anniversary of the Settlement Date, up to a maximum increase of 0.50% per annum. A Registration Default ends when the Securities of such series or tranche cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer for such series or tranche is completed, (2) in the case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (iv) or clause (v) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. All additional interest with respect to any series or tranche of Registrable Securities will be paid by or on behalf of the Company on the next scheduled regular interest payment date for such series or tranche of Registrable Securities in the same manner as interest is paid on such series or tranche of Registrable Securities.

(e) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Dealer Managers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. The

10

provisions for additional interest set forth in Section 2(d) above shall constitute liquidated damages and will be the exclusive remedy, monetary or otherwise, available to Holders under this Agreement with respect to any Registration Default.

3. Registration Procedures. (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall in accordance with the terms if this Agreement:

(i) use their commercially reasonable efforts to prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (A) shall be selected by the Company and the Guarantors, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (C) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii) use their commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof (other than during any suspension period pursuant to Section 3(d) hereof) and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(a)(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed;

(iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Dealer Managers (if any Registrable Securities held by the Dealer Managers are included in such Registration Statement), to counsel for such Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company and the Guarantors consent to the use of such Prospectus,

11

preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;

(v) use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; use their commercially reasonable efforts to cooperate with such Participating Holders in connection with any filings required to be made with FINRA; and use their commercially reasonable efforts to do any and all other acts and things that may be reasonably necessary or advisable to enable each Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) execute or file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(vi) notify counsel for the Dealer Managers and, in the case of a Shelf Registration, notify each Participating Holder and counsel for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the

12

happening of any event during the period a Registration Statement is effective that makes any statement of material fact made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;

(vii) use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Registration Statement on the proper form, as promptly as practicable and provide prompt notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution;

(viii) in the case of a Shelf Registration, furnish to each Participating Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless reasonably requested), in each case, if such documents are not available via EDGAR;

(ix) in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

(x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the Dealer Managers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus or any

13

Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Dealer Managers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission; provided that neither the Company nor the Guarantors shall be required to take any action pursuant to this Section 3(a)(x) during any suspension period pursuant to Section 3(d) hereof;

(xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus (excluding any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus) after initial filing of a Registration Statement, provide copies of such document to the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Dealer Managers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and, to the extent that the Company and the Guarantors have been requested to do so, their counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus (excluding any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus), of which (A) the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and, to the extent that the Company and the Guarantors have been requested to do so, their counsel) shall not have previously been advised and furnished a copy or (B) to which the Dealer Managers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall reasonably object;

(xii) obtain a CUSIP number for each series or tranche of Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement covering such Exchange Securities or Registrable Securities, as the case may be;

(xiii) use their commercially reasonable efforts to cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents

14

as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiv) in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority in aggregate principal amount of the Securities held by the Participating Holders and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company, the Guarantors and their subsidiaries, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement, in each case, as is customary for “due diligence” examinations in connection with underwritten offerings; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter);

(xv) use their commercially reasonable efforts to promptly make all necessary filings as are required in connection with, and use their commercially reasonable efforts to cause, the listing of the Exchange Securities on the Official List of the Irish Stock Exchange plc and admission to trading on its Global Exchange Market as of the first Exchange Date;

(xvi) if reasonably requested by any Participating Holder, promptly include or incorporate by reference in a Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein, based upon a reasonable belief that such information is required to be included therein or is necessary to make the information about such Participating Holder not misleading, and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be so included in such filing;

(xvii) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Participating Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the

15

business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) use commercially reasonable efforts to obtain “comfort” letters from the independent registered public accountants of the Company and the Guarantors (and, if necessary, any other registered public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Participating Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and

(xviii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon entry into a Guarantee by such Additional Guarantor with respect to any Registrable Securities, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof against such entity, to the Dealer Managers no later than five Business Days following the execution thereof.

(b) In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing; provided that if a Holder fails to provide the requested information within 20 Business Days after receiving such request, the Company or the Guarantors may exclude such Holder’s Registrable Securities from such Shelf Registration Statement; provided further that any failure to provide such information shall not require the Company or the Guarantors to pay any additional interest pursuant to an increase in the applicable interest rate provided for in Section 2 hereof.

16

(c) Each Participating Holder agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Participating Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d) If the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall not be required to maintain the effectiveness thereof during the period of such suspension, and the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions or notice from the Company and the Guarantors that such amendment or supplement is not necessary. The Company and the Guarantors may give any such notice during any 12-month period and any such suspensions shall not exceed 120 days in aggregate and there shall not be more than four suspensions in effect during any 12-month period.

(e) The Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering, subject in each case to the approval of the Company and the Guarantors, which approval shall not be unreasonably withheld.

4. Participation of Broker-Dealers in Exchange Offers. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offers in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

17

The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to use their commercially reasonable efforts to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 90 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that, subject to Section 3(c), Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

(c) The Dealer Managers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) hereof.

5. Indemnification and Contribution. (a) Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Dealer Manager and each Holder, their affiliates and their respective officers, directors, employees, agents of and each other entity or person, if any, who controls any Dealer Manager or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act (as amended or supplemented), or caused by any omission or alleged omission to state therein a material fact required to be

18

stated therein or necessary to make the statements therein not misleading, except, with respect to any Dealer Manager or any Holder and their respective affiliates, officers, directors, employees, agents and controlling persons, insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company or the Guarantors by such Dealer Manager or Holder, as the case may be, expressly for the use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Dealer Managers and the other selling Holders and each of their respective directors and officers and any person controlling the Company, the Guarantors, the Dealer Managers and the other selling Holders within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company and the Guarantors to the Dealer Managers and the Holders, with reference to information furnished in writing by such Holder expressly for use in any Registration Statement, any Prospectus, any Free Writing Prospectus or any amendments or supplements thereto, except to the extent arising from information furnished in writing by the Company or the Guarantors expressly for use therein.

(c) Promptly after receipt by any person of notice of any claim or the institution of any claim, litigation, investigation or proceedings (including any governmental investigation) (“Proceedings”) in respect of which indemnity may be sought pursuant to paragraphs (a) or (b) of this Section 5, such person (the “indemnified party”) shall notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to participate therein, and, to the extent that it elects (upon notice to the indemnified party), jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. If the indemnifying party shall not have so elected to assume such defense, then, upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such Proceeding and shall pay the reasonable and documented out-of-pocket fees and disbursements of such counsel related to such Proceeding. If the indemnifying party shall so elect to assume such defense, the indemnifying party shall not be liable to the indemnified party pursuant to this Section 5 for any legal

19

or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any Proceeding or related Proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to local counsel) for all such indemnified parties. Anything hereinabove to the contrary notwithstanding, any reference in this Section 5 to counsel reasonably satisfactory to, or designated by, the indemnified party shall mean (i) in the case of any Dealer Managers or their respective affiliates, officers, directors, employees, agents and controlling persons indemnified pursuant to paragraphs (a) or (b) of this Section 5, counsel reasonably satisfactory to, or designated by, the Lead Dealer Managers on behalf of all parties so indemnified pursuant to such paragraphs, (ii) in the case of any Holder or its respective affiliates, officers, directors, employees, agents and controlling persons indemnified pursuant to paragraph (a) of this Section 5, counsel reasonably satisfactory to, or designated by, the Majority Holders on behalf of all parties so indemnified pursuant to such paragraph, and (iii) in all other cases, counsel designated by the Company. The indemnifying party shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in paragraph (a) or (b) of this Section 5 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative benefit received by the Company and the Guarantors on the one hand and the Dealer Managers and the Holders on the other from the Exchange Offers, or, if such allocation is not permitted by applicable law, in such proportion as is appropriate

20

to reflect not only the relative benefit referred to above, but also the relative fault of the indemnifying party on the one hand and that of such indemnified party on the other, in connection with the statements or omissions, or alleged statements or omissions, which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefit received by the Company and the Guarantors on the one hand and the Holders on the other shall be deemed to be (i) in such proportion as is appropriate to reflect the relative benefit received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefit referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions, or alleged statements or omissions, that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company or any Guarantor on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissions.

(e) The Company, the Guarantors, the Holders and the Dealer Managers agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations provided for in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other reasonable expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provision of this paragraph concerning contribution, no indemnifying party shall be required to make contribution in any circumstances in which such party would not have been required to provide indemnification by the terms of paragraphs (a) or (b) of this Section 5. Nothing herein contained shall be deemed to constitute a waiver by an indemnified party of such party’s rights, if any, to receive contribution pursuant to Section 11(f) of the Securities Act or other applicable law., provided that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the

21

Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

(f) The indemnity, reimbursement and contribution obligations of the indemnifying parties under this Section 5 shall be in addition to any liability which the indemnifying parties may otherwise have to an indemnified party and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the indemnifying parties and any indemnified party.

(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Dealer Managers or any Holder or any Person controlling any Dealer Manager or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6. General.

(a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless, in the event such amendment, modification, supplement, waiver or consent adversely affects the interests of Holders, the Company and the Guarantors have obtained the written consent of the Majority Holders; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a

22

Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Dealer Managers, the address set forth in the Dealer Manager Agreement and (ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Dealer Manager Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Dealer Manager Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Dealer Managers (in their capacity as Dealer Managers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Dealer Managers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

23

(h) Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company, the Guarantors and the Dealer Managers irrevocably agree to waive trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of this Agreement or the performance of services hereunder. Each of the Company and the Guarantors hereby (1) submits to the jurisdiction of any New York State or Federal court sitting in New York County with respect to any actions and proceedings arising out of, or relating to, this Agreement, (2) agrees that all claims with respect to such actions or proceedings may be heard and determined in such New York State or Federal court, (3) waives the defense of an inconvenient forum and (4) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

The Company hereby appoints GE Capital Treasury Services (U.S.) LLC at 201 High Ridge Road, Stamford, Connecticut 06905 U.S.A. (Attention: President and Chief Executive Officer) as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated herein which may be instituted in any New York State or Federal court sitting in New York County, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Authorized Agent hereby accepts such appointment and agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Guarantors. Notwithstanding the foregoing, any action involving the Company arising out of or relating to this Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction.

(k) Judgment Currency. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify each Dealer Manager, its directors, officers, affiliates and each person, if any, who controls such Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred by such Dealer Manager as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (1) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (2) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and each Guarantor and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

24

(l) Waiver of Immunity. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (1) Ireland, or any political subdivision thereof, (2) the United States or the State of New York, (3) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

(m) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Dealer Managers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

[Signature Page Follows]

25

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

GE CAPITAL INTERNATIONAL FUNDING COMPANY
By:	/s/ Columba Glavin
Name:	Columba Glavin
Title:	Director
GENERAL ELECTRIC COMPANY
By:	/s/ Daniel C. Janki
Name:	Daniel C. Janki
Title:	Senior Vice President and Treasurer
GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Daniel C. Janki
Name:	Daniel C. Janki
Title:	Senior Vice President – Corporate Treasury and Global Funding Operation

26

Confirmed and accepted as of the date first above written:

J.P. MORGAN SECURITIES LLC
By:	/s/ Som Bhattacharyya
	Authorized Signatory
J.P. MORGAN SECURITIES PLC
By:	/s/ Anna Biggin
	Authorized Signatory
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:	/s/ Julie Efremoff
	Authorized Signatory
MERRILL LYNCH INTERNATIONAL
By:	/s/ Christopher Dodman
	Authorized Signatory
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Matthew Barsamian
	Authorized Signatory
CITIGROUP GLOBAL MARKETS LIMITED
By:	/s/ Matthew Barsamian
	Authorized Signatory

27

BARCLAYS CAPITAL INC.
By:	/s/ Pamela Au
	Authorized Signatory
BARCLAYS BANK PLC
By:	/s/ Pamela Au
	Authorized Signatory
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Ryan Montgomery
	Authorized Signatory
By:	/s/ Anguel Zaprianov
	Authorized Signatory

28

BLAYLOCK BEAL VAN, LLC
By:	/s/ Tim O’Brien
	Authorized Signatory
CASTLEOAK SECURITIES, L.P.
By:	/s/ Philip J. Ippolito
	Authorized Signatory
LEBENTHAL & CO., LLC
By:	/s/ Steven B. Willis
	Authorized Signatory
MISCHLER FINANCIAL GROUP, INC.
By:	/s/ Doyle L. Holmes
	Authorized Signatory
SAMUEL A. RAMIREZ & COMPANY, INC.
By:	/s/ Lawrence F. Goldman
	Authorized Signatory
THE WILLIAMS CAPITAL GROUP, L.P.
By:	/s/ David Finkelstein
	Authorized Signatory

29

LOOP CAPITAL MARKETS LLC
By:	/s/ Paul Bonaguro
	Authorized Signatory
ACADEMY SECURITIES, INC.
By:	/s/ Michael Boyd
	Authorized Signatory

30

Schedule 1

The Securities

0.964% Notes due April 15, 2016

2.342% Notes due November 15, 2020

3.373% Notes due November 15, 2025

4.418% Notes due November 15, 2035

Annex A

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated October 26, 2015 by and among GE Capital International Funding Company, a public unlimited company incorporated in Ireland, the guarantors party thereto and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Barclays Capital Inc., Barclays Bank PLC, Deutsche Bank Securities Inc. and Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischler Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities, Inc.) to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of             , 201    .

[GUARANTOR]

By

Name:

Title:

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated October 26, 2015 by and among GE Capital International Funding Company, a public unlimited company incorporated in Ireland, the guarantors party thereto and J.P. Morgan Securities LLC, J.P. Morgan Securities pic, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Barclays Capital Inc., Barclays Bank PLC, Deutsche Bank Securities Inc. and Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischler Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities, Inc.) to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of December 3, 2015.

GE CAPITAL INTERNATIONAL HOLDINGS LIMITED
By	/s/ TODD L. SMITH
Name: TODD L. SMITH Title: DIRECTOR

[Signature Page to Joinder to Registration Rights Agreement]

EX-5.1

Exhibit 5.1

767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

June 3, 2016

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

United States

GE Capital International Holdings Limited

The Ark

201 Talgarth Road

London W6 8BJ

United Kingdom

GE Capital International Funding Company Unlimited Company

3220 Aviation House

Westpark, Shannon

County Clare

Ireland

Ladies and Gentlemen:

We have acted as counsel to General Electric Company, a New York corporation (“GE”), GE Capital International Holdings Limited, a wholly-owned subsidiary of GE (“GECIHL”) and GE Capital International Funding Company Unlimited Company, formerly GE Capital International Funding Company, a wholly-owned subsidiary of GE (“GECIF,” and together with GE and GECIHL, the “Companies”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Companies’ Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to (i) $6,106,952,000 aggregate principal amount of 2.342% Senior Notes due 2020 (the “2020 New Notes”), (ii) $1,979,425,000 aggregate principal amount of 3.373% Senior Notes due 2025 (the “2025 New Notes”) and (iii) $11,464,668,000 aggregate principal amount of 4.418% Senior Notes due 2035 (the “2035 New Notes,” and together with the 2020 New Notes and 2025 New Notes, the “New Notes”) of GECIF. The Old Notes (as defined below) were, and the New Notes will be, issued pursuant to the indenture, dated as of October 26, 2015 (as subsequently amended or supplemented by the first supplemental indenture, dated as of December 2 ,2015 and the second supplemental indenture, dated as of December 3, 2015, the “Indenture”), among GECIF, as issuer, GE and GECIHL, as guarantors (together, the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”). The New Notes will be offered (the “Exchange Offers”) in exchange for a like principal amount

General Electric Company

June 3, 2016

Page 2

of GECIF’s outstanding (i) 2.342% Senior Notes due 2020 (the “2020 Old Notes”), (ii) 3.373% Senior Notes due 2025 (the “2025 Old Notes”) and (iii) 4.418% Senior Notes due 2035 (the “2035 Old Notes,” and together with the 2020 Old Notes and 2025 Old Notes, the “Old Notes”) pursuant to the registration rights agreement, dated as of October 26, 2015 (as subsequently amended or supplemented by the counterpart, dated as of December 3, 2015, the “Registration Rights Agreement”) among GECIF, the Guarantors and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Barclays Bank PLS, Deutsche Bank Securities Inc., Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischleer Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities Inc., as the initial purchasers. The Registration Rights Agreement was executed in connection with private placements of the Old Notes. GECIF’s obligations under the New Notes will be fully and unconditionally guaranteed by the Guarantors (the “Guarantees”).

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Registration Statement, including the prospectus which forms a part thereof, (ii) the Indenture, (iii) the forms of New Notes, (iv) the Registration Rights Agreement and (v) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Companies, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Companies. In addition, we have assumed that the New Notes will be executed and delivered substantially in the form examined by us.

We have also assumed for purposes of this opinion that: (i) each of GECIF, GECIHL and the Trustee (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) has the requisite organizational and legal power and authority to enter into and perform its obligations under the New Notes, the Indenture and the Guarantee of GECIHL, as applicable, (ii) the execution, delivery and performance by GECIF, GECIHL and the Trustee of the New Notes and the Indenture, including the Guarantee of GECIHL, as applicable, has been duly authorized by all necessary action on the part of each such entity and (iii) the Indenture, including the Guarantee of GECIHL, has been duly and validly executed and delivered by each of GECIF, GECIHL and the Trustee under the laws of the jurisdiction in which it is organized.

General Electric Company

June 3, 2016

Page 3

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

1. When the Registration Statement has become effective and the New Notes have been duly executed by GECIF, authenticated by the Trustee and delivered in accordance with the terms of the Indenture and the Exchange Offers, the New Notes will be validly issued and will constitute the legal, valid and binding obligations of GECIF, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors rights, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

2. When the Registration Statement has become effective and the New Notes have been duly executed by GECIF, authenticated by the Trustee and delivered in accordance with the terms of the Indenture and the Exchange Offers, the Guarantees will be validly issued and will constitute the legal, valid and binding obligation of the Guarantors, enforceable against the Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors rights, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

The opinions expressed herein are limited to the laws of the States of New York and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to reference to our firm under the caption “Legal Matters” in the prospectus that is part of the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of Commission.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

EX-5.2

Exhibit 5.2

		Allen & Overy LLP
To:	General Electric Company 3135 Easton Turnpike Fairfield, Connecticut 06828-0001 United States	One Bishops Square London E1 6AD United Kingdom Tel             +44 (0)20 3088 0000 Fax            +44 (0)20 3088 0088
	GE Capital International Holdings Limited
	The Ark
	201 Talgarth Road
	London W6 8BJ
	United Kingdom
	GE Capital International Funding Company Unlimited Company
	3220 Aviation House
	Westpark, Shannon
	County Clare
	Ireland

Our ref	MCTH/KERF0040298-0000194 ICM:23660901.10
3 June 2016

Dear Sirs,

We have acted as legal advisers to General Electric Company, a New York corporation (GE), GE Capital International Holdings Limited, a private limited company, organised and existing under the laws of England and Wales (GECIHL) and GE Capital International Funding Company Unlimited Company (previously GE Capital International Funding Company), a public unlimited company, duly incorporated and existing under the Companies Act 2014 of Ireland (GECIF, and together with GE and GECIHL, the Companies) as to English law, in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of the Companies’ Registration Statement on Form S-4 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act), with respect to (i) $6,106,952,000 aggregate principal amount of 2.342% Senior Notes due 2020 (the 2020 New Notes), (ii) $1,979,425,000 aggregate principal amount of 3.373% Senior Notes due 2025 (the 2025 New Notes) and (iii) $11,464,668,000 aggregate principal amount of 4.418% Senior Notes due 2035 (the 2035 New Notes, and together with the 2020 New Notes and the 2025 New Notes, the New Notes) of GECIF. The Old Notes (as defined below) were, and the New Notes will be, issued pursuant to the indenture, dated as of 26 October 2015 (the Base Indenture), as subsequently amended or supplemented by the first supplemental indenture, dated as of 2 December 2015 (the First Supplemental Indenture) and the second supplemental indenture, dated as of 3 December 2015 (the Second Supplemental Indenture and the Base Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the Indenture), among GECIF, as issuer,

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AD.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Bangkok, Barcelona, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), Johannesburg, London, Luxembourg, Madrid, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (cooperation office), Rome, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tokyo, Warsaw, Washington, D.C. and Yangon.

GE and GECIHL, as guarantors (together, the Guarantors) and the Bank of New York Mellon, as trustee (the Trustee). The New Notes will be offered (the Exchange Offers) in exchange for a like principal amount of GECIF’s outstanding (i) 2.342% Senior Notes due 2020 (the 2020 Old Notes), (iii) 3.373% Senior Notes due 2025 (the 2025 Old Notes) and (iv) 4.418% Senior Notes due 2035 (the 2035 Old Notes, and together with the 2020 Old Notes and the 2025 Old Notes, the Old Notes) pursuant to the registration rights agreement, dated as of 26 October 2015 (as subsequently amended or supplemented by the counterpart, dated as of 3 December 2015, the Registration Rights Agreement) among GECIF, the Guarantors and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Barclays Bank PLC, Deutsche Bank Securities Inc., Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischleer Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities Inc., as the initial purchasers. The Registration Rights Agreement was executed in connection with private placements of the Old Notes. GECIF’s obligations under the New Notes will be fully and unconditionally guaranteed by the Guarantors (the Guarantees).

We have examined copies of:

(a) the Memorandum and Articles of Association of GECIHL, certified as being those now in force pursuant to an officer’s certificate of GECIHL (the Officer’s Certificate);

(b) resolutions of the Board of Directors of GECIHL passed on 24 November 2015 and 29 March 2016, together with a certificate (in the form of the Officer’s Certificate) that such resolutions have been duly and validly passed in accordance with the applicable law, are the only resolutions of the board of directors and shareholders of GECIHL pertaining to the subject matter thereof and are in full force and effect and unamended at the date hereof;

(c) the Officer’s Certificate; and

(d) the Indenture.

Our opinion is confined solely to (i) English law and (ii) the matters expressly covered in the opinion paragraphs set out below.

The Indenture is expressed to be governed by the laws of the State of New York, U.S.A. We have made no investigation of such laws and do not express or imply any opinion on such laws. In addition, we have assumed that, so far as the laws of the State of New York, U.S.A. are concerned, the Indenture constitutes legal, valid and binding obligations of GECIHL and that such laws do not qualify or affect our opinion as set out below.

We have assumed that, so far as the laws of every jurisdiction other than England and Wales are concerned, all restrictions, laws, guidelines, regulations or reporting requirements that apply to the transactions contemplated by the Indenture have been complied with and that such laws do not qualify or affect our opinion as set out below.

We have also assumed that:

(a) insofar as any obligation falls to be performed in any jurisdiction outside England, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;

(b) all signatures on the executed documents which, or copies (whether photocopies, certified copies, facsimile copies or electronic copies) of which, we have examined are genuine, that such copies conform to the original documents executed and that any relevant procedures for execution of such documents have been complied with by the parties thereto;

2

(c) the certifications referred to in (a), (b) and (c) above are true and accurate; and

(d) to the extent that GECIHL is a banking group company for the purposes of the Banking Act 2009 (the Banking Act) no instrument or order has been made under the Banking Act in respect of GECIHL.

On the basis of the foregoing, and having regard to such legal considerations as we deem relevant and subject as set out below, we are of the opinion that:

1. GECIHL is duly incorporated and validly existing as a private company with limited liability under the laws of England.

2. So far as English law is concerned, the Indenture constitutes a legal, valid and binding obligation of GECIHL.

3. The execution and delivery of the Second Supplemental Indenture and the performance of the obligations under the Indenture (including the Guarantee) by GECIHL have been (and were at the time of execution of the Second Supplemental Indenture) duly authorised by GECIHL.

4. GECIHL has (and had at the time of execution of the Second Supplemental Indenture) the power and legal capacity under its Memorandum and Articles of Association to execute the Second Supplemental Indenture and perform under the Indenture (including the Guarantee) and the execution of the Second Supplemental Indenture and performance under the Indenture (including the Guarantee) will not contravene GECIHL’s Memorandum and Articles of Association.

This opinion is subject to the following:

(a) Our confirmation that GECIHL is validly existing is given on the basis of the following searches and enquiries and subject to the following limitations:

(i) We have on 3 June 2016 made a search at the Companies Registry, London which revealed:

(A) no order or resolution for the winding-up of GECIHL;

(B) no instrument or notice for the dissolution of GECIHL; and

(C) no notice of appointment of a receiver or administrator.

However, the search would not reveal whether or not:

I. a winding-up petition has been presented;

II. an application or order for administration has been made or notice of an intention to appoint an administrator has been given; or

III. an application or order for bank administration has been filed or made.

Furthermore, it is possible that notice of a winding-up order made, or resolution passed, or a receiver or administrator appointed may not have been filed at the Companies Registry immediately, or may have been filed but not entered on the public microfiche immediately.

(ii) We have also on 3 June 2016 made an enquiry of the Central Index of Winding-up Petitions (the Index) which showed no record of:

(A) the presentation of any petition for compulsory winding-up in respect of GECIHL; or

(B) any application or order, or the filing of any documents with the court, for the appointment of an administrator in respect of GECIHL.

3

However, it is possible that the Index may not be completely up-to-date. Furthermore, the Index will not reveal any resolution for voluntary winding-up of GECIHL and may not reveal any application or order for a bank administration of GECIHL. We have not made any enquiries of any District Registry or County Court.

We are assuming that the results of such search and enquiry are complete and accurate and that there has been no change in the position since the times at which the search and enquiry were made.

(b) The opinions set out above are subject to (i) all applicable limitations arising from bankruptcy, insolvency, liquidation, administration, reorganisation, moratorium, reconstruction or similar laws and (ii) all applicable general principles of law affecting the rights of contractual parties and/or creditors generally.

(c) The opinions set out above are subject to the provisions of the Banking Act, and secondary legislation made under it, which grant substantial resolution powers under a special resolution regime (including stabilisation powers and special insolvency proceedings) to HM Treasury, the Bank of England, the Financial Conduct Authority and the Prudential Regulation Authority to deal with the failure (or likely failure) of a UK bank, UK building society, UK investment firm or UK recognised central counterparty, which resolution powers may also be applied, subject to certain conditions, to a UK incorporated banking group company and, with modifications, to certain third country incorporated credit institutions or investment firms.

This opinion is addressed to you in connection with the Registration Statement. We acknowledge that Weil, Gotshal & Manges LLP will rely on this opinion in rendering its opinion in connection with the registration of the New Notes and the Guarantees as described in the Registration Statement. We give consent in relation to the filing of this letter as an exhibit to the Registration Statement and to the reference to Allen & Overy LLP as having given this opinion under the heading “Legal Matters” in the Registration Statement. In giving such consent we do not admit that we come within the category of persons whose consent is required under section 7 of the United States Securities Act of 1933, as amended or the rules and regulations of the Commission.

This opinion is given on the basis of English law in force and applied by English courts at the date of this opinion and on the basis that there has been no amendment to, or termination or replacement of, any of the documents examined by us and no change in any of the facts assumed by us for the purposes of giving this opinion. It is also given on the basis that we have no obligation to notify any addressee of this opinion of any change in English law or the application there of after the date of this opinion.

Yours faithfully,

/s/ Allen & Overy LLP

4

EX-5.3

Exhibit 5.3

A&L Goodbody Solicitors International Financial Services Centre North Wall Quay Dublin 1

Tel: +353 1 649 2000 Fax: +353 1 649 2649 email: info@algoodbody.com website: www.algoodbody.com dx: 29 Dublin

Our ref | JKS/CKN 01413650 Your ref | Date | 3 June 2016

To: The persons listed in Schedule 1 (the Addressees)

Dear Sirs

We have acted as legal advisors as to matters of Irish law to General Electric Company, a New York corporation (GE), GE Capital International Holdings Limited, a wholly-owned subsidiary of GE (GECIHL) and GE Capital International Funding Company Unlimited Company, a wholly-owned subsidiary of GE (GECIF, and together with GE and GECIHL, the Companies), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of the Companies’ Registration Statement on Form S-4 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act), with respect to (i) $6,106,952,000 aggregate principal amount of 2.342% Senior Notes due 2020 (the 2020 New Notes), (ii) $1,979,425,000 aggregate principal amount of 3.373% Senior Notes due 2025 (the 2025 New Notes) and (iii) $11,464,668,000 aggregate principal amount of 4.418% Senior Notes due 2035 (the 2035 New Notes,” and together with the 2020 New Notes and the 2025 New Notes, the New Notes) of GECIF. The Old Notes (as defined below) were, and the New Notes will be, issued pursuant to the indenture, dated as of October 26, 2015 (as subsequently amended or supplemented by the first supplemental indenture, dated as of December 2, 2015 and the second supplemental indenture, dated as of December 3, 2015, the Indenture), among GECIF, as issuer, GE and GECIHL, as guarantors (together, the Guarantors) and the Bank of New York Mellon, as trustee (the Trustee). The New Notes will be offered (the Exchange Offers) in exchange for a like principal amount of GECIF’s outstanding (i) 2.342% Senior Notes due 2020 (the 2020 Old Notes), (ii) 3.373% Senior Notes due 2025 (the 2025 Old Notes) and (iii) 4.418% Senior Notes due 2035 (the 2035 Old Notes, and together with the 2020 Old Notes and the Old Notes, the Old Notes) pursuant to the registration rights agreement, dated as of October 26, 2015 (as subsequently amended or supplemented by the counterpart, dated as of December 3, 2015, the Registration Rights Agreement) among GECIF, the Guarantors and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Barclays Bank PLS, Deutsche Bank Securities Inc., Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischleer Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities Inc., as the initial purchasers (the Transaction). The Registration Rights Agreement was executed in connection with private placements of the Old Notes. GECIF’s obligations under the New Notes will be fully and unconditionally guaranteed by the Guarantors (the Guarantees).

1. We have examined PDF executed copies of:

1.1. the Indenture;

1.2. a draft of the form of global note for each tranche of New Notes;

Dublin    Belfast    London    New York    San Francisco    Palo Alto

P.M. Law	L.A. Kennedy	M.P. McKenna	C. Rogers	C. Christle	M.F. Barr	J. Cahir	A.J. Johnston	B. Hosty	D. Dagostino	C. McLoughlin
C.E. Gill	S.M. Doggett	K.A. Feeney	G. O’Toole	S. O’Croinin	A.M. Curran	M. Traynor	M. Rasdale	M. O’Brien	E. Keane	C. Carroll
E.M. FitzGerald	B. McDermott	M. Sherlock	J.N. Kelly	J.W. Yarr	A. Roberts	P.M. Murray	D. Inverarity	K. Killalea	C. Clarkin	S.E. Carson
J. G. Grennan	C. Duffy	E.P. Conlon	N. O’Sullivan	D.R. Baxter	M. Dale	N. Ryan	M. Coghlan	L. Mulleady	R. Grey
J. Coman	E.M. Brady	E. MacNeill	M.J. Ward	A. McCarthy	C. McCourt	P. Walker	D.R. Francis	K. Ryan	R. Lyons
P.D. White	P.V. Maher	K.P. Allen	A.C. Burke	J.F. Whelan	R.M. Moore	K. Furlong	L.A. Murphy	E. Hurley	J. Sheehy
V.J. Power	S. O’Riordan	E.A. Roberts	D. Widger	J.B. Somerville	D. Main	P.T. Fahy	A. Casey	G. Stanley	C. Morrissey

Consultants:  J.R. Osborne    S.W. Haughey    T.V. O’Connor     Professor J.C.W. Wylie    A.F. Browne    M.A. Greene    A.V. Fanagan    J.A. O’Farrell    I.B. Moore

1.3. secretary’s certificate (the Certificate) of GECIF dated 3 June 2016 attaching:

1.3.1. copies of the certificate of incorporation, certificate of incorporation on change of name and the constitution/memorandum and articles of association of GECIF;

1.3.2. copies of minutes of meetings of the board of directors of GECIF dated 24 May 2016, 3 September 2015 and 5 June 2015 (the Minutes);

1.3.3. a list of persons authorised to execute the Documents (as defined in the Minutes) on behalf of GECIF;

and such other documents as we have considered necessary or desirable to examine in order that we may give this opinion.

2. For the purpose of giving this opinion we have assumed:

2.1. the authenticity of all documents submitted to us as originals and the completeness and conformity to the originals of all copies of documents of any kind furnished to us;

2.2. that the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings of such meetings and/or the subject-matter which they purport to record and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such minutes were duly passed and are in full force and effect;

2.3. the genuineness of the signatures and seals on all original and copy documents which we have examined;

2.4. that the constitution / memorandum and articles of association, as appropriate, of GECIF are correct and up to date;

2.5. the accuracy and completeness as to factual matters of the representations and warranties of GECIF contained in the Indenture and the accuracy of all certificates (including the Certificate) provided to us by GECIF;

2.6. that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Guarantees as disclosed by the Indenture;

2.7. without having made any investigation, that the terms of the Agreements and any other relevant document are lawful and fully enforceable under the laws of the State of New York and any other applicable laws other than the laws of Ireland;

2.8. the accuracy and completeness of all information appearing on public records; and

2.9. that GECIF has entered into the Indenture in good faith, for its legitimate business purposes, for good consideration, and that it derives commercial benefit from the Indenture commensurate with the risks undertaken by it in the Indenture.

2

3. We express no opinion as to any matters falling to be determined other than under the laws of Ireland and, without reference to provisions of other laws imported by Irish private international law, in Ireland as of the date of this letter. Subject to that qualification and to the other qualifications set out herein, we are of the opinion that:

3.1. GECIF is a company duly incorporated under the laws of Ireland and is a separate legal entity, subject to suit in its own name. Based only on searches carried out in the Irish Companies Registration Office and the Central Office of the High Court on 3 June 2016, GECIF is validly existing under the laws of Ireland and no steps have been taken or are being taken to appoint a receiver, examiner or liquidator over it or to wind it up;

3.2. GECIF has the necessary power and authority, and all necessary corporate and other action has been taken, to enable it to execute, deliver and perform the obligations undertaken by it under the Indenture, the New Notes and the Exchange Offers and to offer and issue the New Notes, and the implementation by GECIF of the foregoing will not cause:

3.2.1. any limit on it or on its directors (whether imposed by the documents constituting GECIF or by statute or regulation) to be exceeded;

3.2.2. a violation of the memorandum and articles of association; or

3.2.3. any law or order to be contravened; and

3.3. the Indenture has been duly executed and delivered on behalf of GECIF.

4. The opinions set forth in this opinion letter are given subject to the following qualifications:

4.1. an order of specific performance or any other equitable remedy is a discretionary remedy and is not available when damages are considered to be an adequate remedy;

4.2. this opinion is given subject to general provisions of Irish law relating to insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court scheme of arrangement, administration and examination, and the fraudulent preference of creditors and other Irish law generally affecting the rights of creditors;

4.3. this opinion is subject to the general laws relating to the limitation of actions in Ireland;

4.4. a determination, description, calculation, opinion or certificate of any person as to any matter provided for in the Indenture might be held by the Irish courts not to be final, conclusive or binding if it could be shown to have an unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;

4.5. claims may be or become subject to defences of set-off or counter-claim;

4.6. the enforceability of severance clauses is at the discretion of the court and may not be enforceable in all circumstances;

3

4.7. a waiver of all defences to any proceedings may not be enforceable;

4.8. any provisions in the Indenture providing for indemnification resulting from loss suffered on conversion of the amount of a claim made in a foreign currency into euro in a liquidation may not be enforceable;

4.9. an Irish court may refuse to give effect to undertakings contained in the Indenture that GECIF will pay legal expenses and costs in respect of any action before the Irish courts; and

4.10. we express no opinion on any taxation matters.

5. This opinion is addressed to the Addressees in connection with the Registration Statement. We acknowledge that Weil, Gotshal & Manges LLP will rely on this opinion in rendering its opinion in connection with the registration of the New Notes and the Guarantees as described in the Registration Statement. This opinion speaks only as of the date hereof and we disclaim any obligation to advise the Guarantors or any other person of changes of law or fact that occur after the date hereof.

6. We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the Commission) as an exhibit to the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the U.S. Securities Act or the rules and regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ A&L Goodbody

A&L Goodbody

4

SCHEDULE 1

The Addressees

1. General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

United States

2. GE Capital International Holdings Limited

The Ark

201 Talgarth Road

London W6 8BJ

United Kingdom

3. GE Capital International Funding Company Unlimited Company

3220 Aviation House

Westpark, Shannon

County Clare

Ireland

5

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

General Electric Company:

We consent to the use of our report dated February 26, 2016, except for the guarantor financial information described in Note 27, which is as of June 3, 2016, with respect to the consolidated statements of financial position of General Electric Company as of December 31, 2015 and 2014, and the related consolidated statements of earnings, comprehensive income, changes in shareowners’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, incorporated herein by reference from the Current Report on Form 8-K of General Electric Company dated June 3, 2016, and to the reference to our firm under the headings “Experts” and “Selected Historical Financial Data” in the registration statement filed on Form S-4 of General Electric Company.

/s/ KPMG LLP

New York, New York

June 3, 2016

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
225 Liberty Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

GE Capital International Funding Company Unlimited Company

(Exact name of obligor as specified in its charter)

Ireland (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
3220 Aviation House Westpark, Shannon County Clare Ireland
(Address of principal executive offices)	(Zip code)

General Electric Company

(Exact name of obligor as specified in its charter)

New York (State or other jurisdiction of incorporation or organization)	14-0689340 (I.R.S. employer identification no.)
3135 Easton Turnpike
Fairfield, Connecticut (Address of principal executive offices)	06828-0001 (Zip code)

GE Capital International Holdings Limited

(Exact name of obligor as specified in its charter)

England and Wales (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
The Ark 201 Talgarth Road London W6 8BJ United Kingdom
(Address of principal executive offices)	(Zip code)

2.342% Senior Notes due 2020

3.373% Senior Notes due 2025

4.418% Senior Notes due 2035

Guarantees of 2.342% Senior Notes due 2020

Guarantees of 3.373% Senior Notes due 2025

and Guarantees of 4.418% Senior Notes due 2035

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, NW Washington, D.C. 20429
The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

4. A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Woodland Park, and State of New Jersey, on the 1st day of June, 2016.

THE BANK OF NEW YORK MELLON
By:	/s/        Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2016, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,362,000
Interest-bearing balances		105,064,000
Securities:
Held-to-maturity securities		40,919,000
Available-for-sale securities		72,835,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		15,000
Securities purchased under agreements to resell		15,722,000
Loans and lease financing receivables:
Loans and leases held for sale		352,000
Loans and leases, net of unearned income		33,841,000
LESS: Allowance for loan and lease losses		144,000
Loans and leases, net of unearned income and allowance		33,697,000
Trading assets		4,295,000
Premises and fixed assets (including capitalized leases)		1,047,000
Other real estate owned		5,000
Investments in unconsolidated subsidiaries and associated companies		518,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,334,000
Other intangible assets		1,011,000
Other assets		14,640,000
Total assets		299,816,000

	Dollar amounts in thousands
LIABILITIES
Deposits:
In domestic offices		125,839,000
Noninterest-bearing		84,982,000
Interest-bearing		40,857,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		124,022,000
Noninterest-bearing		8,334,000
Interest-bearing		115,688,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		8,182,000
Securities sold under agreements to repurchase		259,000
Trading liabilities		4,749,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		5,496,000
Not applicable
Not applicable
Subordinated notes and debentures		765,000
Other liabilities		7,430,000
Total liabilities		276,742,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		10,367,000
Retained earnings		12,675,000
Accumulated other comprehensive income		-1,453,000
Other equity capital components		0
Total bank equity capital		22,724,000
Noncontrolling (minority) interests in consolidated subsidiaries		350,000
Total equity capital		23,074,000
Total liabilities and equity capital		299,816,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein Joseph J. Echevarria Directors

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

GE Capital International Funding Company Unlimited Company

OFFER TO EXCHANGE ALL OUTSTANDING AND UNREGISTERED

$6,106,952,000 2.342% Senior Notes due 2020

$1,979,425,000 3.373% Senior Notes due 2025

$11,464,668,000 4.418% Senior Notes due 2035

FOR NEWLY-ISSUED, REGISTERED

$6,106,952,000 2.342% Senior Notes due 2020

$1,979,425,000 3.373% Senior Notes due 2025

$11,464,668,000 4.418% Senior Notes due 2035

THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2016 UNLESS EXTENDED (THE “EXPIRATION DATE”). WITHDRAWAL RIGHTS FOR ACCEPTANCES OF THE EXCHANGE OFFERS WILL EXPIRE AT THAT TIME, UNLESS THE EXPIRATION DATE IS EXTENDED.

The Exchange Agent for the Exchange Offers is:

The Bank of New York Mellon

By Mail, Hand Delivery or Overnight Courier:

The Bank of New York Mellon

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attention: Corporate Trust—Reorg Operations

Issuer & Loan Services—Client Service Delivery

Pamela J. Adamo

Reference: GE AB Exchange

By Facsimile:

(732) 667-9408

Attention: Corporate Trust D- Reorg Operations

Issuer & Loan Services—Client Service Delivery

Pamela J. Adamo

Reference: GE AB Exchange

Confirm by Telephone:

(315) 414-3317

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

The undersigned acknowledges that he or she has received and reviewed the Prospectus dated June 3, 2016 (the “Prospectus”) of GE International Funding Company Unlimited Company, formerly GE Capital International Funding Company (the “Issuer”) and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Issuer’s offer (the “Exchange Offers”) to exchange an aggregate principal amount of up to $6,106,952,000 of the Issuer’s newly issued 2.342% Senior Notes due 2020, $1,979,425,000 of the Issuer’s newly issued 3.373 % Senior Notes due 2025 and $11,464,668,000 of the Issuer’s newly issued 4.418% Senior Notes due 2035 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), respectively, for a like principal amount of the Issuer’s outstanding 2.342%

Senior Notes due 2020, 3.373% Senior Notes due 2025 and 4.418% Senior Notes due 2035 (the “Old Notes”) from the registered holders thereof, that have not been so registered. The terms of the New Notes are substantially identical in all material respects to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offers, except that the New Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus), are not subject to any covenant regarding registration under the Securities Act and are not subject to any covenant regarding additional interest payment provisions. Both the Old Notes and the New Notes are fully and unconditionally guaranteed by General Electric Company (“GE”) and GE Capital International Holdings Limited (“GECIHL”) (each a “Guarantor” and together, the “Guarantors”).

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offers.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts of Old Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Certificate Number(s)*	Aggregate Principal Amount Represented by Old Notes	Principal Amount Tendered**
Total

* Need not be completed if Old Notes are being tendered by book-entry transfer.

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See Instruction 2.

This Letter of Transmittal is to be used either if certificates representing Old Notes are to be forwarded herewith or if delivery of Old Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at the Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offers—Procedures for Tendering.” DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

2

Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offers—Procedures for Tendering—Guaranteed Delivery Procedures.”

¨    CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution(s)

The Depository Trust Company Account Number

Transaction Code Number

By crediting the Old Notes to the Exchange Agent’s account at the Book-Entry Transfer Facility’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offers, including transmitting to the Exchange Agent a computer-generated agent’s message in which the holder of the Old Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, the Letter of Transmittal, the participant in the Book-Entry Transfer Facility confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

¨    CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
Window Ticket Number (if any)
Name of Eligible Institution that Guaranteed Delivery
Date of Execution of Notice of Guaranteed Delivery
If Delivered by Book-Entry Transfer:
Account Number	Transaction Code Number
¨    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:
Name
Address

If the undersigned is a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a participating broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such New Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Any holder who is an “affiliate” of the Issuer within the meaning of the Securities Act or who has an arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offers, or any broker-dealer who purchased Old Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, must comply with the registration and prospectus delivery requirements under the Securities Act.

¨ CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

1. Upon the terms and subject to the conditions of the Exchange Offers, the undersigned hereby tenders to the Issuer the aggregate principal amount of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Old Notes as are being tendered hereby.

2. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuer. The undersigned hereby further represents that: (i) any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the undersigned; (ii) at the time of the commencement of the Exchange Offers, the undersigned has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes to be issued in the Exchange Offers in violation of the Securities Act; (iii) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer; (iv) if the undersigned is a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution of the New Notes; (v) if the undersigned is a participating broker-dealer that will receive New Notes for its own account in exchange for the Old Notes that were acquired as a result of market-making or other trading activities, that the undersigned will deliver a prospectus in connection with any resale of such New Notes; and (vi) the undersigned is not acting on behalf of any persons or entities who cannot truthfully make the foregoing representations.

3. The undersigned also acknowledges that the Exchange Offers are being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offers may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such New Notes are acquired in the ordinary course of such holder’s business; (ii) at the time of the commencement of the Exchange Offers, such holder has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes to be issued in the Exchange Offers in violation of the Securities Act; (iii) such holder is not an affiliate (as defined in Rule 405 of the Securities Act) of the Issuer; (iv) if such holder is a broker-dealer, the holder is not engaged in, and does not intend to engage in, a distribution of the New Notes; (v) if such holder is a participating broker-dealer that will receive New Notes for its own account in exchange for the Old Notes that were acquired as a result of market-making or other trading activities, that such holder will deliver a prospectus in connection with any resale of such New Notes; and (vi) such holder is not acting on behalf of any persons or entities who could not truthfully make the foregoing representations. However, the SEC has not considered the Exchange Offers in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offers as in other circumstances. If the undersigned is a participating broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such New Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

4. The undersigned may, if, and only if, it would not receive freely tradable New Notes in the Exchange Offers or is not eligible to participate in the Exchange Offers, elect to have its Old Notes registered in the shelf registration described in the Registration Rights Agreement, dated as of October 26, 2015, among the Issuer, the Guarantors and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith

4

Incorporated, Merrill Lynch International, Citigroup Global Markets Inc. and Citigroup Global Markets Limited (collectively, the “Lead Dealer Managers”), Barclays Capital Inc., Barclays Bank PLC and Deutsche Bank Securities Inc. (collectively, the “Other Dealer Managers”) and Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischler Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities, Inc. (together with the Leader Dealer Managers and the Other Dealers Managers, the “Dealer Managers”) (the “Registration Rights Agreement”) relating to the original issuance of the Old Notes on October 26, 2015, as applicable. Capitalized terms used in this paragraph 4 and not otherwise defined herein shall have the meanings given to them in the Registration Rights Agreement. Such election may be made by checking the box under “Special Registration Instructions” below. By making such election, the undersigned agrees, as a holder of Old Notes participating in a Shelf Registration, to comply with the Registration Rights Agreement and to indemnify and hold harmless the Issuer, the Guarantors, their respective affiliates, directors, officers, representatives, employees, agents and each person, if any, who controls the Issuer or the Guarantors, within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against any and all losses, claims, damages, judgments, liabilities and expenses (including without limitation, the reasonable legal fees and other expenses actually incurred in connection with any suit, action or proceeding or any claim asserted) caused by, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading, but only with reference to information relating to such participant furnished to the Issuer in writing by such participant expressly for use in any Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.

5. The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “The Exchange Offers—Withdrawal Rights.” See Instruction 9.

6. Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please issue the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes Tendered.”

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFERS ARE SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES TENDERED” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

5

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4) To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal below, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above. Issue New Notes and/or Old Notes to:
Name(s)*
	(Please type or print)
	(Please type or print)
	(Please type or print)
Address:
	Zip Code

(* Such person(s) must properly complete a Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY)

Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility

Account Number, if applicable)

6

SPECIAL REGISTRATION INSTRUCTIONS

(See Paragraph 4 above)

To be completed ONLY IF the undersigned (i) satisfies the conditions set forth in paragraph 4 above, (ii) elects to register its Old Notes in the shelf registration described in the Registration Rights Agreement, and (iii) agrees to comply with the Registration Rights Agreement and to indemnify certain entities and individuals as set forth in paragraph 4 above.

¨ By checking this box the undersigned hereby (i) represents that it is entitled to have its Old Notes registered in a shelf registration in accordance with the Registration Rights Agreement, (ii) elects to have its Old Notes registered pursuant to the shelf registration described in the applicable Registration Rights Agreement, and (iii) agrees to comply with the Registration Rights Agreement and to indemnify certain entities and individuals identified in, and to the extent provided in, paragraph 4 above.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

7

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS)
X		, 2016
X		, 2016
X		, 2016
Signature(s) of Holder(s)	Date

Area Code and

Telephone Number

If a holder is tendering any Old Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

Capacity:

Address:

Telephone:

Employer Identification or Social Security Number:

SIGNATURE GUARANTEE

(if required by Instruction 3)

Signature(s) Guaranteed by an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

(Date)                               , 2016

8

INSTRUCTIONS

1. Delivery of this Letter of Transmittal and Notes; Guaranteed Delivery Procedures.

This Letter of Transmittal is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption “The Exchange Offers—Book-Entry Transfer.” Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to 5:00 p.m., New York City time, on the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations or principal amount at maturity of $200,000 with integral multiples of $1,000.

Holders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to 5:00 p.m., New York City time, on the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offers—Procedures for Tendering—Guaranteed Delivery Procedures.” Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution, a written for facsimile copy of a properly completed and duly executed Letter of Transmittal and Notice of Guaranteed Delivery, substantially in the form provided by the Issuer, setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the Eligible Institution will deliver to the Exchange Agent the certificates for all certificated Old Notes being tendered, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, a written or facsimile copy of the Letter of Transmittal or a Book Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal, and (iii) the certificates for all certificated Old Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE ISSUER.

See “The Exchange Offers” section in the Prospectus.

2. Partial Tenders (not applicable to holders who tender by book-entry transfer).

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the box above entitled “Description of Old Notes Tendered” under “Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes of a tendering holder who physically delivered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

9

3. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

When this Letter of Transmittal is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any nontendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificates(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchange Medallion Program (each an “Eligible Institution” and collectively, “Eligible Institutions”).

Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if (A) the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offers, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal, or (ii) for the account of an Eligible Institution and (B) the box entitled “Special Registration Instructions” on this Letter of Transmittal has not been completed.

4. Waiver of Conditions.

The Issuer reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

5. No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

10

Although the Issuer intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Issuer, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

6. Mutilated, Lost, Stolen or Destroyed Old Notes.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

7. Withdrawal of Tenders.

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Old Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the “Depositor”), (ii) identify the specific Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes), (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Exchange Agent to register the transfer of such Old Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. Any Old Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offers. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender, or termination of the Exchange Offers. Properly withdrawn Old Notes may be retendered by following the procedures described under “The Exchange Offers—Procedures for Tendering” at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Issuer in its sole discretion, which determination will be final and binding on all parties. The Issuer reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Issuer’s acceptance of which would, in the opinion of counsel for the Issuer, be unlawful. The Issuer also reserves the right to waive any defects, irregularities, or conditions of tender as to particular Old Notes. The Issuer’s interpretation of the terms and conditions of the Exchange Offers (including the instructions of this Letter of Transmittal) will be final and binding on all parties.

8. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

11

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

GE Capital International Funding Company Unlimited Company

OFFER TO EXCHANGE ALL OUTSTANDING AND UNREGISTERED

$6,106,952,000 2.342% Senior Notes due 2020

$1,979,425,000 3.373% Senior Notes due 2025

$11,464,668,000 4.418% Senior Notes due 2035

FOR NEWLY-ISSUED, REGISTERED

$6,106,952,000 2.342% Senior Notes due 2020

$1,979,425,000 3.373% Senior Notes due 2025

$11,464,668,000 4.418% Senior Notes due 2035

This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used by registered holders of outstanding $6,106,952,000 aggregate principal amount of 2.342% Senior Notes due 2020, $1,979,425,000 aggregate principal amount of 3.373% Senior Notes due 2025 and $11,464,668,000 aggregate principal amount of 4.418% Senior Notes due 2035 (the “Old Notes”) of GE Capital International Funding Company Unlimited Company, formerly GE Capital International Funding Company (the “Company”) who wish to tender their Old Notes in exchange, respectively, for a like principal amount of newly-issued 2.342% Senior Notes due 2020, 3.373% Senior Notes due 2025 and 4.418% Senior Notes due 2035 of the Company registered under the Securities Act of 1933, as amended (collectively, the “New Notes”) pursuant to the exchange offer described in the Prospectus, dated June 3, 2016 (as the same may be amended or supplemented from time to time, the “Prospectus”) if the holder’s Old Notes are not immediately available or if such holder cannot deliver its Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York Mellon (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on July 1, 2016, or such later date and time to which the Exchange Offer may be extended (the “Expiration Date”). This Notice of Guaranteed Delivery or one substantially equivalent hereto may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent, and must be received by the Exchange Agent prior to the Expiration Date. See “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures” in the Prospectus.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon

The Bank of New York Mellon
111 Sanders Creek Parkway East Syracuse, NY 13057
Attention: Corporate Trust—Reorg Operations Issuer & Loan Services—Client Service Delivery Pamela J. Adamo
Reference: GE AB Exchange (732) 667-9408
Attention: Corporate Trust D- Reorg Operations Issuer & Loan Services—Client Service Delivery Pamela J. Adamo
Reference: GE AB Exchange
Confirm by Telephone:
(315) 414-3317

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

The undersigned hereby tenders to the Issuer the principal amount of Old Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged.

DESCRIPTION OF OLD NOTES TENDERED
Name of Tendering Holder	Name and Address of Registered Holder as it appears on the Old Notes (Please print)	Certificate Number(s) for Old Notes Tendered	Principal Amount of Old Notes Tendered

PLEASE SIGN HERE

X		X
X		X
X		X
	Signature(s) of Holder(s)		Date

Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

¨       The Depository Trust Company

(Check if Old Notes will be tendered by book-entry transfer)

Account Number:                                                                             

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED

2

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY (Not to be used for signature guarantee) The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at its address set forth above, the certificates representing the Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guaranteed, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.
Name of Firm:
	(Authorized Signature)
Address:	Title:
	Name:
(Zip Code)		(Please type or print)
	Date:
Area Code and Telephone No.
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

EX-99.3

Exhibit 99.3

Consent to be Named as a Director Nominee

In connection with the filing by General Electric Company, GE Capital International Holdings Limited and GE Capital International Funding Company Unlimited Company of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of General Electric Company in the Registration Statement, including the information incorporated by reference therein, and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: May 4, 2016	/s/ Peter B. Henry
	Name: Peter B. Henry