10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2010

or

¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________to ___________

Commission file number 1-6461

General Electric Capital Corporation

(Exact name of registrant as specified in charter)

Delaware		13-1500700
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
901 Main Avenue, Norwalk, CT	06851-1168	203/840-6300
(Address of principal executive offices)	(Zip Code)	(Registrant’s Telephone No., including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class		Name of each exchange on which registered
6.625% Public Income Notes Due June 28, 2032 6.10% Public Income Notes Due November 15, 2032 5.875% Notes Due February 18, 2033 Step-Up Public Income Notes Due January 28, 2035 6.45% Notes Due June 15, 2046 6.05% Notes Due February 6, 2047 6.00% Public Income Notes Due April 24, 2047 6.50% GE Capital InterNotes Due August 15, 2048		New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

(Title of each class)

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ  No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨No þ

Aggregate market value of the outstanding common equity held by nonaffiliates of the registrant as of the last business day of the registrant’s recently completed second fiscal quarter: None.

At February 24, 2011, 3,985,404 shares of voting common stock, which constitute all of the outstanding common equity, with a par value of $14 per share were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The consolidated financial statements of General Electric Company, set forth in the Annual Report on Form 10-K of General Electric Company for the year ended December 31, 2010, are incorporated by reference into Part IV hereof.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K WITH THE REDUCED DISCLOSURE FORMAT.

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General Electric Capital Corporation

Table of Contents

Part I		Page
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	13
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and
	Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 8.	Financial Statements and Supplementary Data	55
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	125
Item 9A.	Controls and Procedures	126
Item 9B.	Other Information	126
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	126
Item 11.	Executive Compensation	126
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	126
Item 13.	Certain Relationships and Related Transactions, and Director Independence	126
Item 14.	Principal Accounting Fees and Services	126
Part IV
Item 15.	Exhibits and Financial Statement Schedules	127
	Signatures	135

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PART I

Item 1. Business.

General Electric Capital Corporation

General Electric Capital Corporation (GE Capital or GECC) was incorporated in 1943 in the State of New York under the provisions of the New York Banking Law relating to investment companies, as successor to General Electric Contracts Corporation, which was formed in 1932. Until November 1987, our name was General Electric Credit Corporation. On July 2, 2001, we changed our state of incorporation to Delaware. All of our outstanding common stock is owned by General Electric Capital Services, Inc. (GE Capital Services or GECS), formerly General Electric Financial Services, Inc., the common stock of which is in turn wholly-owned by General Electric Company (GE Company or GE). Financing and services offered by GE Capital are diversified, a significant change from the original business of GE Capital, which was, financing distribution and sale o f consumer and other GE products. Currently, GE manufactures few of the products financed by GE Capital.

We operate in five segments described below. These operations are subject to a variety of regulations in their respective jurisdictions. Our operations are located in North America, South America, Europe, Australia and Asia.

Our principal executive offices are located at 901 Main Avenue, Norwalk, CT 06851-1168. At December 31, 2010, our employment totaled approximately 55,000.

Our financial information, including filings with the U.S. Securities and Exchange Commission (SEC), is available at www.ge.com/secreports. Copies are also available, without charge, from GE Corporate Investor Communications, 3135 Easton Turnpike, Fairfield, CT, 06828-0001. Reports filed with the SEC may be viewed at www.sec.gov or obtained at the SEC Public Reference Room in Washington, D.C. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. References to our website addressed in this report are provided as a convenience and do not constitute, or should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this report.

Forward-Looking Statements

This document 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” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: current economic and financial conditions, including volatility in interest and exchange rates, commodity and equity price s and the value of financial assets; the impact of conditions in the financial and credit markets on the availability and cost of GECC’s funding and on our ability to reduce GECC’s asset levels as planned; the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults; changes in Japanese consumer behavior that may affect our estimates of liability for excess interest refund claims (Grey Zone); 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 level of demand and financial performance of the major industries we serve, including, without limitation, air transportation, real estate and healthcare; the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation; strategic actions, including acquisitions and dispositions and our success in integrating acquired b usinesses; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. These uncertainties are described in more detail in Part I, Item 1A. “Risk Factors” of this Form 10-K Report. We do not undertake to update our forward-looking statements.

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Operating Segments

Segment revenue and profit information and additional financial data and commentary on recent financial results for operating segments are provided in the Segment Operations section in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 20 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Operating businesses that are reported as segments include Commercial Lending and Leasing (CLL), Consumer, Real Estate, Energy Financial Services and GE Capital Aviation Services (GECAS). A summary description of each of our operating segments follows.

GE Capital businesses offer a broad range of financial services and products worldwide for businesses of all sizes. Services include commercial loans and leases, fleet management, financial programs, home loans, credit cards, personal loans and other financial services. GE Capital also develops strategic partnerships and joint ventures that utilize GE’s industry-specific expertise in aviation, energy, infrastructure, healthcare and media to capitalize on market-specific opportunities.

During 2010, GE Capital provided approximately $90 billion of new financings in the U.S. to various companies, infrastructure projects and municipalities. Additionally, we extended approximately $78 billion of credit to approximately 52 million U.S. consumers. GE Capital provided credit to approximately 29,000 new commercial customers and 46,000 new small businesses in the U.S. during 2010 and ended the period with outstanding credit to more than 302,000 commercial customers and 179,000 small businesses through retail programs in the U.S.

We have communicated our goal of reducing our ending net investment (ENI). To achieve this goal, we are more aggressively focusing our businesses on selective financial services products where we have domain knowledge, broad distribution, and the ability to earn a consistent return on capital, while managing our overall balance sheet size and risk. We have a strategy of exiting those businesses where we are underperforming or that are deemed to be non-strategic. We have completed a number of dispositions in our businesses in the past and will continue to evaluate options going forward.

We also continue our longstanding practice of providing supplemental information for certain businesses within the segments.

Commercial Lending and Leasing

CLL provides customers around the world with a broad range of financing solutions. We have particular mid-market expertise, and primarily offer collateralized loans, leases and other financial services to customers, including manufacturers, distributors and end-users for a variety of equipment and major capital assets. These assets include industrial-related facilities and equipment; vehicles; corporate aircraft; and equipment used in many industries, including the construction, manufacturing, transportation, media, communications, entertainment and healthcare industries. During 2009, we acquired a 100% ownership interest in Interbanca S.p.A., an Italian corporate bank in exchange for the Consumer businesses in Austria and Finland, our credit card and auto businesses in the U.K. and our credit card business in Ireland.

Historically, we have operated in a highly competitive environment. Our competitors include commercial banks, investment banks, leasing companies, financing companies associated with manufacturers, and independent finance companies. Competition related to our lending and leasing operations is based on price, that is, interest rates and fees, as well as deal structure and terms. More recently, competition has been affected by disruption in the capital markets, access to and availability of capital and a reduced number of competitors. Profitability is affected not only by broad economic conditions that affect customer credit quality and the availability and cost of capital funding, but also by successful management of credit risk, operating risk and market risks such as interest rate and currency exchange risks. Success requires high qualit y risk management systems, customer and industry specific knowledge, diversification, service and distribution channels, strong collateral and asset management knowledge, deal structuring expertise and the ability to reduce costs through technology and productivity.

In the first quarter of 2009, we deconsolidated Penske Truck Leasing Co., L.P. (PTL) following our sale of a partial interest in a limited partnership in PTL.

Our headquarters are in Norwalk, Connecticut with offices throughout North America, Europe, Asia, Australia and Latin America.

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Consumer

Consumer, through consolidated entities and associated companies, is a leading provider of financial services to consumers and retailers around the world. We offer a full range of financial products to suit customers’ needs. These products include, on a global basis, private-label credit cards; personal loans; bank cards; auto loans and leases; mortgages; debt consolidation; home equity loans; deposit and other savings products; and small and medium enterprise lending.

During 2008, we completed the sale of GE Money Japan, which included our Japanese personal loan business (Lake) along with our Japanese mortgage and card businesses, excluding our investment in GE Nissen Credit Co., Ltd. GE Money Japan has been classified as discontinued operations. Also in 2008, we completed the sale of the Consumer business in Germany. In 2009, we completed the sale of our Consumer businesses in Austria and Finland, the credit card and auto businesses in the U.K., and the credit card business in Ireland in exchange for a 100% ownership in Interbanca S.p.A. Also in 2009, we completed the sale of a portion of our Australian residential mortgage business.

In the fourth quarter of 2010, we entered into agreements to sell our U.S. recreational vehicle and marine equipment financing portfolio (Consumer RV Marine) and Consumer Mexico, which have been classified as discontinued operations.

In 2008, we acquired a controlling interest in Bank BPH. In June 2009, we acquired a controlling interest in BAC Credomatic GECF Inc. (BAC) and, in December 2010, completed the sale of BAC. BAC has been classified as a discontinued operation.

In October 2010, we purchased sales finance portfolios from Citi Retail Partner Cards, which provides consumer financing programs and related services to small to mid-sized retailers and dealers.

Our operations are subject to a variety of bank and consumer protection regulations. Further, a number of countries have ceilings on rates chargeable to consumers in financial service transactions. We are subject to competition from various types of financial institutions including commercial banks, leasing companies, consumer loan companies, independent finance companies, finance companies associated with manufacturers, and insurance companies. Industry participants compete on the basis of price, servicing capability, promotional marketing, risk management, and cross selling. The markets in which we operate are also subject to the risks from fluctuations in retail sales, interest and currency exchange rates, and the consumer’s capacity to repay debt.

Our headquarters are in Norwalk, Connecticut and our operations are located in North America, South America, Europe, Australia and Asia.

Real Estate

Real Estate offers a comprehensive range of capital and investment solutions, including equity capital for acquisition or development, as well as fixed and floating rate mortgages for new acquisitions or re-capitalizations of commercial real estate worldwide. Our business finances, with both equity and loan structures, the acquisition, refinancing and renovation of office buildings, apartment buildings, retail facilities, hotels, parking facilities and industrial properties. Our typical real estate loans are intermediate term, senior, fixed or floating-rate, and are secured by existing income-producing commercial properties. We invest in, and provide restructuring financing for, portfolios of commercial mortgage loans, limited partnerships and tax-exempt bonds.

We own and operate a global portfolio of real estate with the objective of maximizing property cash flows and asset values. In the normal course of our business operations, we sell certain real estate equity investments when it is economically advantageous for us to do so. However, as real estate values are affected by certain forces beyond our control (e.g., market fundamentals and demographic conditions), it is difficult to predict with certainty the level of future sales, sales prices, impairments or write-offs.

Our competitors include banks, financial institutions, real estate companies, real estate investment funds and other financial companies. Competition in our equity investment business is primarily based on price, and competition in our lending business is primarily based on interest rates and fees, as well as deal structure and terms. As we compete globally, our success is sensitive to the economic and political environment of each country in which we do business.

Our headquarters are in Norwalk, Connecticut with offices throughout North America, Europe, Australia and Asia.

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Energy Financial Services

Energy Financial Services offers structured equity, debt, leasing, partnership financing, project finance and broad-based commercial finance to the global energy and water industries and invests in operating assets in these industries. In May 2010, we sold our general partnership interest in Regency Energy Partners L.P. (Regency), a midstream natural gas services provider, and retained a limited partnership interest. This resulted in the deconsolidation of Regency.

We operate in a highly competitive environment. Our competitors include banks, financial institutions, energy and water companies, and other finance and leasing companies. Competition is primarily based on price, that is, interest rates and fees, as well as deal structure and terms. As we compete globally, our success is sensitive to the economic and political environment of each country in which we do business.

Our headquarters are in Stamford, Connecticut with offices throughout North America, Europe, Asia and the Middle East.

GE Capital Aviation Services

GECAS engages in commercial aircraft leasing and finance, delivering fleet and financing solutions to companies across the spectrum of the aviation industry. Our product offerings include leases and secured loans on commercial passenger aircraft, freighters and regional jets; engine leasing and financing solutions; aircraft parts solutions; and airport equity and debt financing. We also co-sponsor an infrastructure private equity fund, which invests in large infrastructure projects including gateway airports.

We operate in a highly competitive environment. Our competitors include aircraft manufacturers, banks, financial institutions, equity investors, and other finance and leasing companies. Competition is based on lease rate financing terms, aircraft delivery dates, condition and availability, as well as available capital demand for financing.

Our headquarters are in Stamford, Connecticut and Shannon, Ireland with offices throughout North America, Europe, the Middle East, Asia and South America.

GECC Corporate Items and Eliminations

GECC Corporate Items and Eliminations primarily include unallocated Treasury and Tax operations; Trinity, a group of sponsored special purpose entities, (which ceased issuing new investment contracts beginning in the first quarter of 2010); certain consolidated, liquidating securitization entities; the effects of eliminating transactions between GE Capital’s five operating businesses; underabsorbed corporate overhead; and certain non-allocated amounts determined by the GECC Chairman.

Discontinued Operations

Discontinued operations primarily comprised BAC, GE Money Japan, our U.S. mortgage business (WMC), Consumer RV Marine and Consumer Mexico.

For further information about discontinued operations see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

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Geographic Data

Geographic data is reported in Note 20 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Additional financial data about our geographic operations is provided in the Geographic Operations section in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K Report.

Regulations and Competition

Our activities are subject to a variety of U.S. federal and state regulations including, at the federal level, the Consumer Credit Protection Act, the Equal Credit Opportunity Act and certain regulations issued by the Federal Trade Commission. A majority of states have ceilings on rates chargeable to customers on retail loan transactions, installment loans and revolving credit financing. Our insurance activities are regulated by various state insurance commissions and non-U.S. regulatory authorities. We are a unitary savings and loan holding company by virtue of owning a federal savings bank in the U.S.; as such, we are subject to holding company supervision by the Office of Thrift Supervision. Our global operations are subject to regulation in their respective jurisdictions. To date, compliance with such regulations has not had a materia l adverse effect on our financial position or results of operations.

The businesses in which we engage are highly competitive. We are subject to competition from various types of financial institutions, including banks, thrifts, investment banks, broker-dealers, credit unions, leasing companies, consumer loan companies, independent finance companies, finance companies associated with manufacturers and insurance and reinsurance companies.

Business and Economic Conditions

Our businesses are generally affected by general business and economic conditions in countries in which we conduct business. When overall economic conditions deteriorate in those countries, there generally are adverse effects on our operations, although those effects are dynamic and complex. For example, a downturn in employment or economic growth in a particular national or regional economy will generally increase the pressure on customers, which generally will result in deterioration of repayment patterns and a reduction in the value of collateral. However, in such a downturn, demand for loans and other products and services we offer may actually increase. Interest rates, another macro-economic factor, are important to our businesses. In the lending and leasing businesses, higher real interest rates increase our cost to borrow funds, bu t also provide higher levels of return on new investments. For our operations, such as the insurance activities, that are linked less directly to interest rates, rate changes generally affect returns on investment portfolios.

Item 1A. Risk Factors

The following discussion of risk factors contains “forward-looking statements,” as discussed in Item 1. “Business”. These risk factors may be important to understanding any statement in this Annual Report on Form 10-K or elsewhere. The following information should be read in conjunction with Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A), and the consolidated financial statements and related notes in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Our businesses routinely encounter and address risks, some of which will cause our future results to be different – sometimes materially different – than we presently anticipate. Discussion about important operational risks that our businesses encounter can be found in the MD&A section and in the business descriptions in Item 1. “Business” of this Form 10-K Report. Below, we describe certain important operational and strategic risks. Our reactions to material future developments as well as our competitors’ reactions to those developments will affect our future results.

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Our global growth is subject to economic and political risks.

We conduct our operations in virtually every part of the world. In 2010, approximately 53% of our revenue was attributable to activities outside the United States. Our operations are subject to the effects of global competition. They are also affected by local economic environments, including inflation, recession and currency volatility. Political changes, some of which may be disruptive, can interfere with our supply chain, our customers and all of our activities in a particular location. While some of these risks can be hedged using derivatives or other financial instruments and some are insurable, such attempts to mitigate these risks are costly and not always successful, and our ability to engage in such mitigation has decreased or become even more costly as a result of more volatile market conditions.

We are subject to a wide variety of laws and regulations that may change in significant ways.

Our businesses are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies. There can be no assurance that laws and regulations will not be changed in ways that will require us to modify our business models and objectives or affect our returns on investments by restricting existing activities and products, subjecting them to escalating costs or prohibiting them outright. In particular, U.S. and non-U.S. governments are undertaking a substantial review and revision of the regulation and supervision of bank and non-bank financial institutions, consumer lending, the over-the-counter derivatives market and tax laws and regulations, which may have an effect on GE Capital’s structure, operations, liquidity and performance. We are also subject to a number of trade control laws and re gulations that may affect our ability to sell our products in global markets. In addition, we are subject to regulatory risks from laws that reduce the allowable lending rate or limit consumer borrowing, local capital requirements that may increase the risk of not being able to retrieve assets, and changes to tax law that may affect our return on investments. For example, GE’s effective tax rate is reduced because active business income earned and indefinitely reinvested outside the United States is taxed at less than the U.S. rate. A significant portion of this reduction depends upon a provision of U.S. tax law that defers the imposition of U.S. tax on certain active financial services income until that income is repatriated to the United States as a dividend. This provision is consistent with international tax norms and permits U.S. financial services companies to compete more effectively with non-U.S. banks and other non-U.S. financial institutions in global markets. This provision, which expires at the end of 2011, has been scheduled to expire and has been extended by Congress on six previous occasions, including in December of 2010, but there can be no assurance that it will continue to be extended. In the event the provision is not extended after 2011, the current U.S. tax imposed on active financial services income earned outside the United States would increase, making it more difficult for U.S. financial services companies to compete in global markets. If this provision is not extended, we expect our effective tax rate to increase significantly after 2012. In addition, efforts by public and private sectors to control the growth of healthcare costs may lead to lower reimbursements and increased utilization controls related to the use of our products by healthcare providers. Increased government regulatory scrutiny of medical devices, including reviews of the U.S. Food and Drug Administration (U.S. FDA) device pre-market authorization process, may impact the requirements for marketing GE’s pr oducts and slow its ability to introduce new products, resulting in an adverse impact on GE’s business. Furthermore, we have been, and expect to continue, participating in U.S. and international economic stimulus programs, which require us to comply with strict governmental regulations. Inability to comply with these regulations could adversely affect our status in these projects and adversely affect our results of operations, financial position and cash flows.

We are subject to legal proceedings and legal compliance risks.

We are subject to a variety of legal proceedings and legal compliance risks in virtually every part of the world. We, our representatives, and the industries in which we operate are at times being reviewed or investigated by regulators, which could lead to enforcement actions, fines and penalties or the assertion of private litigation claims and damages. Additionally, GE and its subsidiaries are involved in a sizable number of remediation actions to clean up hazardous wastes as required by federal and state laws. These include the dredging of polychlorinated biphenyls from a 40-mile stretch of the upper Hudson River in New York State. We are also subject to certain other legal proceedings described in Item 3. “Legal Proceedings” of this Form 10-K Report. While we believe that we have adopted appropriate risk management and com pliance programs, the global and diverse nature of our operations means that legal and compliance risks will continue to exist and additional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, will arise from time to time.

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The success of our business depends on achieving our objectives for strategic acquisitions, dispositions and joint ventures.

With respect to acquisitions, mergers and joint ventures, we may not be able to identify suitable candidates at terms acceptable to us or may not achieve expected returns and other benefits as a result of various factors, including integration and collaboration challenges, such as personnel and technology. We will continue to evaluate the potential disposition of assets and businesses that may no longer help us meet our objectives. When we decide to sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of our strategic objectives. Alternatively, we may dispose of a business at a price or on terms that are less than we had anticipated. Even upon reaching an agreement with a buyer or seller for the acquisition or di sposition of a business, we are subject to satisfaction of pre-closing conditions as well as to necessary regulatory and governmental approvals on acceptable terms, which may prevent us from completing the transaction.

Sustained increases in costs of pension and healthcare benefits may reduce GE’s profitability.

Our results of operations may be positively or negatively affected by the amount of income or expense GE records its defined benefit pension plans. U.S. generally accepted accounting principles (GAAP) require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial market and other economic conditions, which may change based on changes in key economic indicators. The most significant year-end assumptions GE used to estimate pension income or expense for 2011 are the discount rate and the expected long-term rate of return on the plan assets. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to equity through a reduction or increase to Accumulated gains (losses) – net, Benefit plan s. At the end of 2010, the GE Pension Plan was underfunded by $2.8 billion, and the GE Supplementary Pension Plan, an unfunded plan, had a projected benefit obligation of $4.4 billion. Although GAAP expense and pension funding contributions are not directly related, key economic factors that affect GAAP expense would also likely affect the amount of cash GE would contribute to pension plans as required under the Employee Retirement Income Security Act (ERISA). Failure to achieve expected returns on plan assets could also result in an increase to the amount of cash GE would be required to contribute to pension plans. In addition, upward pressure on the cost of providing healthcare benefits to current employees and retirees may increase future funding obligations. Although GE has actively sought to control increases in these costs, there can be no assurance that GE will succeed in limiting cost increases, and continued upward pressure could reduce GE’s profitability.

Conditions in the financial and credit markets may affect the availability and cost of GE Capital funding.

A large portion of GE Capital’s borrowings is in the form of commercial paper and long-term debt. GE Capital’s outstanding commercial paper and long-term debt was $37 billion and $350 billion as of December 31, 2010, respectively. We continue to rely on the availability of the unsecured debt markets to access funding for term maturities for 2011 and beyond. In addition, we rely on the availability of the commercial paper markets to refinance maturing commercial paper debt throughout the year. In order to further diversify our funding sources, we also plan to expand our reliance on alternative sources of funding, including bank deposits, securitizations and other asset-based funding. There can be no assurance that we will succeed in diversifying our funding sources or that the short and long-term credit markets will be availabl e or, if available, that the cost of funding will not substantially increase and affect the overall profitability of GE Capital. Factors that may cause an increase in our funding costs include: a decreased reliance on short-term funding, such as commercial paper, in favor of longer-term funding arrangements; decreased capacity and increased competition among debt issuers; and increased competition for deposits in our affiliate banks’ markets. If GE Capital’s cost of funding were to increase, it may adversely affect its competitive position and result in lower lending margins, earnings and cash flows as well as lower returns on its shareowner’s equity and invested capital.

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If conditions in the financial markets deteriorate, it may adversely affect the business and results of operations of GE Capital.

Increased payment defaults and foreclosures and sustained levels of high unemployment have resulted in significant write-downs of asset values by financial institutions, including GE Capital. If these conditions continue or worsen, there can be no assurance that we will be able to recover fully the value of certain assets, including goodwill, intangibles and tax assets. In addition, although wehave established allowances for losses in GE Capital’s portfolio of financing receivables that we believe are adequate, further deterioration in the economy and in default and recovery rates could require us to increase these allowances and write-offs, which, depending on the amount of the increase, could have a material adverse effect on ourbusiness, financial position and results of operations. To reduce GE’s exposure to volatile conditions in the financial markets and rebalance the relative size of its financial and industrial businesses, we decided to reduce the size of GE Capital, as measured by its ending net investment. While we are currently ahead of our reduction targets, there can be no assurance that we will be able to timely execute on our reduction targets and failure to do so would result in greater exposure to financial markets than contemplated under our strategic funding plan or may result in the need for GE to make additional contributions to GE Capital.

The soundness of other financial institutions could adversely affect GE Capital.

GE Capital has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks and other institutional clients. Many of these transactions expose GE Capital to credit risk in the event of default of our counterparty or client. In addition, GE Capital’s credit risk may be increased when the collateral held cannot be realized upon sale or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due to us. GE Capital also has exposure to these financial institutions in the form of unsecured debt instruments held in its investment portfolios. GE Capital has policies relating to initial credit rating requirements and to exposure limits to counte rparties (as described in Note 15 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report), which are designed to limit credit and liquidity risk. There can be no assurance, however, that any losses or impairments to the carrying value of financial assets would not materially and adversely affect GE Capital’s business, financial position and results of operations.

The real estate markets in which GE Capital participates are highly uncertain, which may adversely affect GE Capital’s business, financial position and results of operations.

GE Capital participates in the commercial real estate market in two ways: we provide financing for the acquisition, refinancing and renovation of various types of properties, and we also acquire equity positions in various types of properties or real estate investments. The profitability of real estate investments is largely dependent upon the economic conditions in specific geographic markets in which the properties are located and the perceived value of those markets at the time of sale. The level of transactions for real estate assets continue to remain at levels below historical norms in many of the markets in which we operate. Continued high levels of unemployment, slowdown in business activity, excess inventory capacity and limited availability of credit may continue to adversely affect the value of real estate assets and collateral to real estate loans GE Capital holds. Under current market and credit conditions, there can be no assurance as to the level of sales GE Capital will complete or the net sales proceeds we will realize. Also, occupancy rates and market rent levels may worsen, which may result in impairments to the carrying value of equity investments or increases in the allowance for loan losses on commercial real estate loans.

GE Capital is also a residential mortgage lender in certain geographic markets outside the United States that have been, and may continue to be, adversely affected by declines in real estate values and home sale volumes, job losses, consumer bankruptcies and other factors that may negatively impact the credit performance of our mortgage loans. Our allowance for loan losses on these mortgage loans is based on our analysis of current and historical delinquency and loan performance, as well as other management assumptions that may be inaccurate predictions of credit performance in this environment. There can be no assurance that, in this environment, credit performance will not be materially worse than anticipated and, as a result, materially and adversely affect GE Capital’s business, financial position and results of operations.

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Failure to maintain our credit ratings could adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets.

The major debt rating agencies routinely evaluate our debt. This evaluation is based on a number of factors, which include financial strength as well as transparency with rating agencies and timeliness of financial reporting. As of December 31, 2010, GE and GECC’s long-term unsecured debt credit rating from Standard and Poor’s Ratings Service (S&P) was “AA+” (the second highest of 22 rating categories) with a stable outlook and from Moody’s Investors Service (“Moody’s”) was “Aa2” (the third highest of 21 rating categories) with a stable outlook. As of December 31, 2010, GE, GE Capital Services and GE Capital’s short-term credit rating from S&P was “A-1+” (the highest rating category of six categories) and from Moody’s was “P-1” (the hig hest rating category of four categories).  There can be no assurance that we will be able to maintain our credit ratings and failure to do so could adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets. Various debt and derivative instruments, guarantees and covenants would require posting additional capital or collateral in the event of a ratings downgrade, which, depending on the extent of the downgrade, could have a material adverse effect on our liquidity and capital position.

Current conditions in the global economy and the major industries we serve also may materially and adversely affect the business and results of operations of GE’s non-financial businesses.

The business and operating results of GE’s technology infrastructure, energy infrastructure, home and business solutions and media businesses have been, and will continue to be, affected by worldwide economic conditions, including conditions in the air and rail transportation, energy generation, healthcare, media, home building and other major industries GE serves. As a result of slower global economic growth, the credit market crisis, declining consumer and business confidence, increased unemployment, reduced levels of capital expenditures, fluctuating commodity prices, bankruptcies and other challenges affect the global economy, some of GE’s customers have experienced deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. As a result, existing or potential customers may delay or cancel pl ans to purchase GE’s products and services, including large infrastructure projects, and may not be able to fulfill their obligations to GE in a timely fashion. In particular, the airline industry is highly cyclical, and the level of demand for air travel is correlated to the strength of the U.S. and international economies. An extended period of slow growth in the U.S. or internationally that results in the loss of business and leisure traffic could have a material adverse effect on our airline customers and the viability of their business. Service contract cancellations could affect GE’s ability to fully recover its contract costs and estimated earnings. Further, our vendors may be experiencing similar conditions, which may impact their ability to fulfill their obligations to GE. If slower growth in the global economy continues for a significant period or there is significant deterioration in the global economy, GE’s results of operations, financial position and cash flows could be materi ally adversely affected.

Increased IT security threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, solutions and services.

Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. While we attempt to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats. Depending on their nature and scope, such threats could potentially lead to the compromising of confidential information, improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes and operational disruptions, which in turn could adversely affect our r eputation, competitiveness and results of operations.

GE may face quality problems from operational failures that could have a material adverse effect on our business, reputation, financial position and results of operations, and we are dependent on market acceptance of new product introductions and product innovations for continued revenue growth.

GE produces highly sophisticated products and provides specialized services for both GE and third-party products that incorporate or use leading-edge technology, including both hardware and software. While GE has built extensive operational processes to ensure that the design, manufacture and servicing of such products meet the most rigorous quality standards, there can be no assurance that GE or its customers will not experience operational process failures that could result in potential product, safety, regulatory or environmental risks. Such operational failures or quality issues could have a material adverse effect on our business, reputation, financial position and results of operations. In addition, the markets in which we operate are subject to technological change. Our long-term operating results depend substantially upon our abil ity to continually develop, introduce, and market new and innovative products, to modify existing products, to respond to technological change, and to customize certain products to meet customer requirements.

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Our intellectual property portfolio may not prevent competitors from independently developing products and services similar to or duplicative to GE’s.

Our patents and other intellectual property may not prevent competitors from independently developing or selling products and services similar to or duplicative of GE’s, and there can be no assurance that the resources invested by us to protect our intellectual property will be sufficient or that our intellectual property portfolio will adequately deter misappropriation or improper use of our technology. We could also face competition in some countries where we have not invested in an intellectual property portfolio.  In addition, we may be the target of aggressive and opportunistic enforcement of patents by third parties, including non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. If GE is found to infringe any third-party rights, GE cou ld be required to pay substantial damages or GE could be enjoined from offering some of its products and services. Also, there can be no assurances that we will be able to obtain or re-new from third parties the licenses we need in the future, and there is no assurance that such licenses can be obtained on reasonable terms.

Significant raw material shortages, supplier capacity constraints, supplier production disruptions, supplier quality issues or price increases could increase our operating costs and adversely impact the competitive positions of GE’s products.

GE’s reliance on third-party suppliers, contract manufacturers and service providers and commodity markets to secure raw materials, parts, components and sub-systems used in its products exposes GE to volatility in the prices and availability of these materials, parts, components, systems and services. A disruption in deliveries from GE’s third-party suppliers, contract manufacturers or service providers, capacity constraints, production disruptions, price increases, or decreased availability of raw materials or commodities, could have an adverse effect on GE’s ability to meet its commitments to customers or increase its operating costs. Quality issues experienced by third-party providers can also adversely affect the quality and effectiveness of GE’s products and services and result in liability and reputational h arm.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

We conduct our business from various facilities, most of which are leased. The locations of our primary facilities are described in Item 1. “Business” of this Form 10-K Report.

Item 3. Legal Proceedings.

As previously reported, the Antitrust Division of the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) are conducting an industry-wide investigation of marketing and sales of guaranteed investment contracts, and other financial instruments, to municipalities. In connection with this investigation, two subsidiaries of General Electric Capital Corporation (GECC) have received subpoenas and requests for information in connection with the investigation: GE Funding CMS (Trinity Funding Co.) and GE Funding Capital Market Services, Inc. (GE FCMS). GECC has cooperated and continues to cooperate fully with the SEC and DOJ in this matter. In July 2008, GE FCMS received a “Wells notice” advising that the SEC staff was considering reco mmending that the SEC bring a civil injunctive action or institute an administrative proceeding in connection with the bidding for various financial instruments associated with municipal securities by certain former employees of GE FCMS. GE FCMS is one of several industry participants that received Wells notices during 2008. GE FCMS disagrees with the SEC staff regarding this recommendation and has had discussions with the staff, including discussions concerning a potential resolution of the matter. GE FCMS intends to continue those discussions and understands that it will have the opportunity to address any disagreements with the SEC staff with respect to its recommendation through the Wells process with the full Commission.  Separately, GE FCMS and Trinity Funding Co. also received subpoenas from the Attorneys General of the State of Connecticut and Florida on behalf of a working group of State Attorneys General in June 2008, and a Civil Investigative Demand from the Attorney General of the Commonweal th of Massachusetts in October 2010. GE FCMS and Trinity Funding Co. are cooperating with those investigations.

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As previously reported, in March 2008, GE FCMS and Trinity Funding Co. were served with a federal class action complaint asserting antitrust violations. This action was combined with other related actions in a multidistrict litigation proceeding in the United States District Court for the Southern District of New York. The claims against GE FCMS and Trinity Funding Co. in the federal class action complaint and the similar claims asserted in the other related actions were dismissed without prejudice.  In June 2010, one existing complaint was amended to bring claims against GE FCMS asserting antitrust violations.  Since September 2010, four additional complaints have been brought against GE FCMS, Trinity Funding Co., Trinity Plus Funding Co. LLC (Trinity Plus), and GECC asserting antitrust violations.  In January 2011, an add itional action was brought against Trinity Plus and FGIC Capital Market Services, Inc. (the predecessor of GE FCMS) asserting antitrust violations.  Additionally, in February 2011, plaintiffs in eleven complaints that were dismissed in April 2010 (as well as five additional complaints that had not previously named Trinity Funding Co. or GE FCMS) were granted leave to file amended complaints against Trinity Funding Co., Trinity Plus, GE FCMS, and GECC.

As previously reported, and in compliance with SEC requirements to disclose environmental proceedings potentially involving monetary sanctions of $100,000 or greater, in June 2008, the Environmental Protection Agency (EPA) issued a notice of violation and in January 2011 filed a complaint alleging non-compliance with the Clean Air Act at a power cogeneration plant in Homer City, PA. The Pennsylvania Department of Environmental Protection, the New York Attorney General’s Office and the New Jersey Department of Environmental Protection have intervened in the EPA case. The plant is operated exclusively by EME Homer City Generation L.P., and is owned and leased to EME Homer City Generation L.P. by subsidiaries of GECC and one other entity. The complaints do not indicate a specific penalty amount but makes reference to statutory fines. We believe that we have meritorious defenses and that EME Homer City Generation L.P. is obligated to indemnify GECC’s subsidiaries and pay all costs associated with this matter.

Item 4. Submission of Matters to a Vote of Security Holders.

Not required by this form.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

See Note 11 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report. Our common stock is owned entirely by GE Capital Services and, therefore, there is no trading market in such stock.

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Item 6. Selected Financial Data.

The following selected financial data should be read in conjunction with our financial statements and the related Notes to Consolidated Financial Statements.

(In millions)	2010			2009			2008			2007			2006
Revenues	$	47,040		$	49,746		$	67,645		$	67,217		$	57,943
Earnings from continuing operations
attributable to GECC		3,265			1,462			8,063			12,305			10,324
Earnings (loss) from discontinued
operations, net of taxes attributable to GECC		(974)			151			(641)			(2,067)			379
Net earnings attributable to GECC		2,291			1,613			7,422			10,238			10,703
GECC Shareowner's equity		72,881			73,718			58,229			61,230			56,585
Short-term borrowings		113,646			127,947			157,811			173,678			155,536
Non-recourse borrowings of consolidated
securitization entities		30,060			3,883			6,168			8,825			11,868
Bank deposits		37,298			33,519			36,854			11,968			9,824
Long-term borrowings		284,346			325,358			311,185			304,146			246,946
Return on average GECC shareowner's equity(a)		4.94	%		2.36	%		13.30	%		21.11	%		19.75	%
Ratio of earnings to fixed charges		1.13			0.85			1.24			1.59			1.66
Ratio of debt to equity		6.39:1	(b)		6.66:1	(b)		8.79:1			8.14:1			7.50:1
Financing receivables - net		319,277			326,941			366,207			377,249			322,037
Total assets	$	581,136		$	622,785		$	636,353		$	620,645		$	536,367

(a) Represents earnings from continuing operations before accounting changes divided by average total shareowner’s equity, excluding effects of discontinued operations (on an annual basis, calculated using a five-point average). Average total shareowner’s equity, excluding effects of discontinued operations, as of the end of each of the years in the five-year period ended December 31, 2010, is described in the Supplemental Information section in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K Report.

(b) Ratios of 4.94:1 and 5.17:1 for 2010 and 2009, respectively, net of cash and equivalents and with classification of hybrid debt as equity.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Operations

In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission (SEC) rules. For such measures, we have provided supplemental explanations and reconciliations in the Supplemental Information section.

We present Management’s Discussion of Operations in four parts: Overview of Our Earnings from 2008 through 2010, Global Risk Management, Segment Operations and Geographic Operations. Unless otherwise indicated, we refer to captions such as revenues and earnings from continuing operations attributable to General Electric Capital Corporation (GECC) simply as “revenues” and “earnings” throughout this Management’s Discussion and Analysis. Similarly, discussion of other matters in our consolidated financial statements relates to continuing operations unless otherwise indicated.

Effective January 1, 2010, General Electric Company (GE) expanded the GE Capital Finance segment to include all of the continuing operations of GECC and renamed it GE Capital. In addition, the Transportation Financial Services business, previously reported in GE Capital Aviation Services (GECAS), is included in Commercial Lending and Leasing (CLL) and our Consumer business in Italy, previously reported in Consumer, is included in CLL.

Results for 2010 and prior periods are reported on the basis under which we managed our businesses in 2010.

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Overview of Our Earnings from 2008 through 2010

Our earnings increased to $3.3 billion in 2010 due to stabilization in the overall economic environment after declining to $1.5 billion in 2009 from the effects of the challenging economic environment and credit markets. Over the last several years, we tightened underwriting standards, shifted teams from origination to collection and maintained a proactive risk management focus. This, along with recent increased stability in the financial markets, contributed to lower losses and a return to pre-tax earnings and a significant increase in segment profit in 2010. GE also reduced the GE Capital ending net investment (ENI), excluding cash and equivalents, from $526 billion at January 1, 2010 to $477 billion at December 31, 2010. The current credit cycle has begun to show signs of stabilization and we expect further signs of stabilization as we enter 2011. Our focus is to reposition ourselves as a diversely funded and smaller, more focused finance company with strong positions in several mid-market, corporate and consumer financing segments.

CLL (40% and 30% of total three-year revenues and segment profit, respectively) offers a broad range of financial services worldwide with particular mid-market expertise. Earnings increased by $0.6 billion in 2010 reflecting lower delinquencies after declining by $0.9 billion in 2009, reflecting the continued weakening economic and credit environment. CLL continues to originate at higher margins and apply its disciplined risk management practices while integrating acquisitions to the portfolio and reducing costs through technology and productivity in order to grow in 2011 and beyond by reinvesting in higher returning core businesses. The most significant acquisitions affecting CLL results in 2009 were CitiCapital and Interbanca S.p.A. The acquisitions collectively contributed $1.7 billion and $0.4 billion to 2009 revenues and net earnings , respectively. Also during 2009, we recorded a gain on the sale of a limited partnership interest in Penske Truck Leasing Co., L.P. (PTL) and a related gain on the remeasurement of the retained interest to fair value totaling $0.3 billion.

Consumer (36% and 52% of total three-year revenues and total segment profit, respectively) earnings increased by $1.2 billion in 2010 reflecting lower delinquencies after declining by $2.2 billion in 2009, reflecting the current U.S. and global economic environments. In response, Consumer continued to reassess strategic alternatives and tighten underwriting, increased focus on collection effectiveness and adjusted reserve levels in response to when it is probable that losses have been incurred in the respective portfolios. During 2010, we completed the sale of our Central American bank and card business, BAC Credomatic GECF, Inc. (BAC). During 2009, we completed the sale of our Consumer businesses in Austria and Finland, the credit card and auto businesses in the U.K., the credit card business in Ireland and acquired a controlling interes t in BAC. During 2008, Consumer executed on its previously announced plan to sell GE Money Japan, which comprised our Japanese personal loan business (Lake) and our Japanese mortgage and card businesses, excluding our minority ownership in GE Nissen Credit Co., Ltd., and sold its Germany business.

Real Estate (9% and (15)% of total three-year revenues and total segment profit, respectively) earnings declined by $0.2 billion and $2.7 billion in 2010 and 2009, respectively, reflecting the current global economic environment, unemployment levels and continued challenging conditions in the real estate and credit markets. In response to the current environment, Real Estate re-aligned its business strategy to a longer-term hold model utilizing its operating skills and global asset management resources to maximize existing portfolio value. Given the current and expected challenging market conditions, there continues to be risk and uncertainty surrounding commercial real estate values. As such, continued deterioration in economic conditions or prolonged market illiquidity may result in further earnings declines.

Energy Financial Services (5% and 10% of total three-year revenues and total segment profit, respectively) earnings increased $0.2 billion in 2010 after declining by $0.6 billion in 2009. Energy Financial Services has over $19 billion in energy and water investments, often financed for 20 to 30 year terms, about 14% of the assets held outside of the U.S.

GECAS (9% and 23% of total three-year revenues and total segment profit, respectively) is a leader in commercial aircraft leasing and finance. In a competitive and challenging environment, this business’ earnings increased by $0.2 billion in 2010 after declining by $0.1 billion in 2009. At December 31, 2010, we owned 1,546 commercial aircraft, of which all but one was on lease, and we held $15.4 billion (list price) of multiple-year orders for various Boeing, Airbus and other aircraft, including 74 aircraft ($5.7 billion list price) scheduled for delivery in 2011, all under agreement to commence operations with commercial airline customers.

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Overall, acquisitions contributed $0.2 billion, $2.1 billion and $4.4 billion to total revenues in 2010, 2009 and 2008, respectively, excluding the effects of acquisition gains following our adoption of an amendment to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 810, Consolidation. Our earnings included $0.1 billion, $0.4 billion and $0.5 billion in 2010, 2009 and 2008, respectively, from acquired businesses. We integrate acquisitions as quickly as possible. Only revenues and earnings from the date we complete the acquisition through the end of the fourth following quarter are attributed to such businesses. Dispositions also affected our ongoing results through lower revenues of $2.1 billion and $4.5 billion in 2010 and 2009, respectively, and higher revenues of $0.1 billion in 2008. This resulted in lower earnings of $0.3 billion in 2010 and higher earnings of $0.3 billion and $0.2 billion in 2009 and 2008, respectively.

Significant matters relating to our Statement of Earnings are explained below.

Discontinued Operations. Consistent with our goal of reducing GECC ENI and focusing our businesses on selective financial services products where we have domain knowledge, broad distribution, and the ability to earn a consistent return on capital, while managing our overall balance sheet size and risk, in December 2010, we sold our Central American bank and card business, BAC Credomatic GECF Inc. (BAC). In September 2007, we committed to a plan to sell our Japanese personal loan business (Lake) upon determining that, despite restructuring, Japanese regulatory limits for interest charges on unsecured personal loans did not permit us to earn an acceptable return. During 2008, we completed the sale of GE Money Japan, which included Lake, along with our Japanese mortgage and card busines ses, excluding our minority ownership in GE Nissen Credit Co., Ltd. Discontinued operations also includes our U.S. recreational vehicle and marine equipment finance business (Consumer RV Marine) and Consumer Mexico. All of these businesses were previously reported in the Consumer segment.

We reported the businesses described above as discontinued operations for all periods presented. For further information about discontinued operations, see “Segment Operations – Discontinued Operations” in this Item and Note 2 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Interest on borrowings amounted to $14.9 billion, $17.5 billion and $24.6 billion in 2010, 2009 and 2008, respectively. Average borrowings declined from 2009 to 2010 and from 2008 to 2009, in line with changes in average assets. Interest rates have decreased over the three-year period attributable to declining global benchmark interest rates, partially offset by higher average credit spreads. Our average borrowings were $474.6 billion, $491.2 billion and $514.6 billion in 2010, 2009 and 2008, respectively. Our average composite effective interest rate was 3.2% in 2010, 3.6% in 2009 and 4.8% in 2008. In 2010, our average assets of $588.8 billion were 4% lower than in 2009, which in turn were 5% lower than in 2008. See the Liquidity and Borrowings section for a discussion of liquidity, borrowings and interest rate risk management.

Income taxes have a significant effect on our net earnings. As a global commercial enterprise, our tax rates are affected by many factors, including our global mix of earnings, the extent to which those global earnings are indefinitely reinvested outside the United States, legislation, acquisitions, dispositions and tax characteristics of our income. Our tax returns are routinely audited and settlements of issues raised in these audits sometimes affect our tax provisions.

Our effective income tax rate is lower than the U.S. statutory rate primarily because of benefits from lower-taxed global operations, including the use of global funding structures. There is a benefit from global operations as non-U.S. income is subject to local country tax rates that are significantly below the 35% U.S. statutory rate. These non-U.S. earnings have been indefinitely reinvested outside the U.S. and are not subject to current U.S. income tax. The rate of tax on our indefinitely reinvested non-U.S. earnings is below the 35% U.S. statutory rate because we have significant business operations subject to tax in countries where the tax on that income is lower than the U.S. statutory rate and because GECC funds the majority of its non-U.S. operations through foreign companies that are subject to low foreign taxes.

We expect our ability to benefit from non-U.S. income taxed at less than the U.S. rate to continue subject to changes of U.S. or foreign law, including, as discussed in Note 10 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report, the possible expiration of the U.S. tax law provision deferring tax on active financial services income. In addition, since this benefit depends on management’s intention to indefinitely reinvest amounts outside the U.S., our tax provision will increase to the extent we no longer indefinitely reinvest foreign earnings.

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Our benefits from lower taxed global operations declined to $1.2 billion in 2010 from $2.5 billion in 2009 principally because of lower earnings in our operations subject to tax in countries where the tax on that income is lower than the U.S. statutory rate and from losses for which there was not a full tax benefit. These decreases also reflected management’s decision in 2009 to indefinitely reinvest prior year earnings outside the U.S. To the extent global interest rates and operating income increase we would expect tax benefits to increase, subject to management’s intention to indefinitely reinvest those earnings.

Our benefit from lower taxed global operations included the effect of the lower foreign tax rate on our indefinitely reinvested non-U.S. earnings which provided a tax benefit of $1.6 billion in 2010 and $2.3 billion in 2009. The tax benefit from non-U.S. income taxed at a local country rather than the U.S. statutory tax rate is reported in the effective tax rate reconciliation in the line “Tax on global earnings including exports.”

Our benefits from lower taxed global operations declined to $2.5 billion in 2009 from $4.0 billion in 2008 (including in each year a benefit from the decision to indefinitely reinvest prior year earnings outside the U.S.) principally because of lower earnings in our operations subject to tax in countries where the tax on that income is lower than the U.S. statutory rate. These decreases were partially offset by management’s decision in 2009 to indefinitely reinvest prior year earnings outside the U.S. that was larger than the 2008 decision to indefinitely reinvest prior year earnings outside the U.S.

GE and GECC file a consolidated U.S. federal income tax return. This enables GE to use GECC tax deductions and credits to reduce the tax that otherwise would have been payable by GE. The GECC effective tax rate for each period reflects the benefit of these tax reductions in the consolidated return. GE makes cash payments to GECC for these tax reductions at the time GE’s tax payments are due. The effect of GECC on the amount of the consolidated tax liability from the formation of the NBCU joint venture will be settled in cash when it otherwise would have reduced the liability of the group absent the tax on joint venture formation.

Our effective tax rate was (39.7)% in 2010, compared with 163.3% in 2009 and (34.7)% in 2008. Comparing a tax benefit to pre-tax income resulted in a negative tax rate in 2010 and 2008. Comparing a tax benefit to pre-tax loss results in the positive tax rate in 2009. The GECC tax benefit of $3.8 billion in 2009 decreased by $2.9 billion to $0.9 billion in 2010. The lower 2010 tax benefit resulted in large part from the change from a pre-tax loss in 2009 to pre-tax income in 2010 which increased pre-tax income $4.7 billion and decreased the benefit ($1.6 billion), the non-repeat of the one-time benefit related to the 2009 decision (discussed below) to indefinitely reinvest undistributed prior year non-U.S. earnings ($0.7 billion), and a decrease in lower-taxed glo bal operations in 2010 as compared to 2009 ($0.6 billion) caused in part by an increase in losses for which there was not a full tax benefit, including an increase in the valuation allowance associated with the deferred tax asset related to the 2008 loss on the sale of GE Money Japan ($0.2 billion). These lower benefits were partially offset by the benefit from resolution of the 2003-2005 IRS audit ($0.3 billion), which is reported in the caption “All other-net” in the effective tax rate reconciliation in Note 10 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Our tax benefit of $2.1 billion in 2008 increased by $1.7 billion to $3.8 billion in 2009. The higher benefit resulted in large part from the change from pre-tax income in 2008 to a pre-tax loss in 2009 which decreased pre-tax income $8.5 billion and increased the benefit ($3.0 billion), and the one-time benefit related to the 2009 decision (discussed below) to indefinitely reinvest undistributed prior-year non-U.S. earnings that was larger than the 2008 decision to indefinitely reinvest prior-year non-U.S. earnings ($0.4 billion). These increases in benefits were significantly offset by a decrease in 2009 benefits from lower-taxed global operations as compared to 2008 ($1.9 billion), substantially as a result of the impact in 2009 of lower interest rates and foreign exchange on the funding of our non-U.S. operations through companies tha t are subject to a low rate of tax.

During 2009, following the change in our external credit ratings, funding actions taken and our continued review of our operations, liquidity and funding, we determined that undistributed prior-year earnings of non-U.S. subsidiaries of GECC, on which we had previously provided deferred U.S. taxes, would be indefinitely reinvested outside the U.S. This change increased the amount of prior-year earnings indefinitely reinvested outside the U.S. by approximately $2 billion, resulting in an income tax benefit of $0.7 billion in 2009.

Our 2008 rate reflects a reduction during 2008 of income in higher-taxed jurisdictions which increased the relative effect of tax benefits from lower-taxed global operations on the tax rate.

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Global Risk Management

A disciplined approach to risk is important in a diversified organization like ours in order to ensure that we are executing according to our strategic objectives and that we only accept risk for which we are adequately compensated. We evaluate risk at the individual transaction level, and evaluate aggregated risk at the customer, industry, geographic and collateral-type levels, where appropriate.

Risk assessment and risk management are the responsibility of management. The GE Board of Directors (Board) has overall responsibility for risk oversight with a focus on the most significant risks facing the company, including strategic, operational and reputational risks. At the end of each year, management and the Board jointly develop a list of major risks that GE plans to prioritize in the next year. Throughout the year, the Board and the committees to which it has delegated responsibility dedicate a portion of their meetings to review and discuss specific risk topics in greater detail. Strategic, operational and reputational risks are presented and discussed in the context of the CEO’s report on operations to the Board at regularly scheduled Board meetings and at presentations to the Board and its committees by the vice chairme n, chief risk officer, general counsel and other officers. The Board has delegated responsibility for the oversight of specific risks to Board committees as follows:

·   In February 2011, the Board created a Risk Committee. This Committee oversees GE’s key risks, including strategic, operational, market, liquidity, funding, credit and product risk and the guidelines, policies and processes for monitoring and mitigating such risks. Starting in March 2011, as part of its overall risk oversight responsibilities for GE, the Risk Committee will also oversee risks related to GECS (including GECC), which previously was subject to direct Audit Committee oversight. The Risk Committee is expected to meet at least four times a year.

·   The Audit Committee oversees GE’s and GE Capital’s policies and processes relating to the financial statements, the financial reporting process, compliance and auditing. The GE Audit Committee receives an annual risk update, which focuses on the key risks affecting GE as well as reporting on the company’s risk assessment and risk management guidelines, policies and processes. In addition to monitoring ongoing compliance issues and matters, the GE Audit Committee also annually conducts an assessment of compliance issues and programs.

·   The Public Responsibilities Committee oversees risks related to GE’s public policy initiatives, the environment and similar matters.

·   The Management Development and Compensation Committee oversees the risks associated with management resources, structure, succession planning, management development and selection processes, including evaluating the effect compensation structure may have on risk decisions.

·   The Nominating and Corporate Governance Committee oversees risks related to the company’s governance structure and processes and risks arising from related person transactions.

The GE Board’s risk oversight process builds upon management’s risk assessment and mitigation processes, which include standardized reviews of long-term strategic and operational planning; executive development and evaluation; code of conduct compliance under GE’s The Spirit & The Letter;regulatory compliance; health, safety and environmental compliance; financial reporting and controllership; and information technology and security. GE’s chief risk officer (CRO) is responsible for overseeing and coordinating risk assessment and mitigation on an enterprise-wide basis. The CRO leads the Corporate Risk Function and is responsible for the identification of key business risks, providing for approp riate management of these risks within stated limits, and enforcement through policies and procedures. Management has two committees to further assist it in assessing and mitigating risk. The Policy Compliance Review Board meets between 10 and 14 times a year, is chaired by the company’s general counsel and includes the chief financial officer and other senior level functional leaders. It has principal responsibility for monitoring compliance matters across the company. The Corporate Risk Committee (CRC) meets at least four times a year, is chaired by the CRO and comprises the Chairman and CEO and other senior level business and functional leaders. It has principal responsibility for evaluating and addressing risks escalated to the CRO and Corporate Risk Function.

GE's Corporate Risk Function leverages the risk infrastructures in each of our businesses, which have adopted an approach that corresponds to the company’s overall risk policies, guidelines and review mechanisms. In 2010, we augmented the risk infrastructure by formalizing enterprise risk ownership at the business unit level and within our corporate functions. Our risk infrastructure is designed to identify, evaluate and mitigate risks within each of the following categories:

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·   Strategic. Strategic risk relates to the company’s future business plans and strategies, including the risks associated with the markets and industries in which we operate, demand for our products and services, competitive threats, technology and product innovation, mergers and acquisitions and public policy.

·   Operational. Operational risk relates to the effectiveness of our people, integrity of our internal systems and processes, as well as external events that affect the operation of our businesses. It includes product life cycle and execution, product performance, information management and data security, business disruption, human resources and reputation.

·   Financial. Financial risk relates to our ability to meet financial obligations and mitigate credit risk, liquidity risk and exposure to broad market risks, including volatility in foreign currency exchange rates and interest rates and commodity prices. Liquidity risk is the risk of being unable to accommodate liability maturities, fund asset growth and meet contractual obligations through access to funding at reasonable market rates and credit risk is the risk of financial loss arising from a customer or counterparty failure to meet its contractual obligations. We face credit risk in our industrial businesses, as well as in our GE Capital investing, lending and leasing activities and derivative financial instruments activities.

·   Legal and Compliance. Legal and compliance risk relates to changes in the government and regulatory environment, compliance requirements with policies and procedures, including those relating to financial reporting, environmental health and safety, and intellectual property risks. Government and regulatory risk is the risk that the government or regulatory actions will impose additional cost on us or cause us to have to change our business models or practices.

Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk, escalated to the CRO. The CRO, in coordination with the CRC, assigns responsibility for the risks to the business or functional leader most suited to manage the risk. Assigned owners are required to continually monitor, evaluate and report on risks for which they bear responsibility. Enterprise risk leaders within each business and corporate function are responsible to present to the CRO and CRC risk assessments and key risks at least annually. We have general response strategies for managing risks, which categorize risks according to whether the company will avoid, transfer, reduce or accept the risk. These response strategies are tailored to ensure that risks are within acceptable GE Board tolerance levels.< /font>

Depending on the nature of the risk involved and the particular business or function affected, we use a wide variety of risk mitigation strategies, including hedging, delegation of authorities, operating reviews, insurance, standardized processes and strategic planning reviews. As a matter of policy, we generally hedge the risk of fluctuations in foreign currency exchange rates, interest rates and commodity prices. GE’s service businesses employ a comprehensive tollgate process leading up to and through the execution of a contractual service agreement to mitigate legal, financial and operational risks. Furthermore, we centrally manage some risks by purchasing insurance, the amount of which is determined by balancing the level of risk retained or assumed with the cost of transferring risk to others. We manage the risk of fluctuations in economic activity and customer demand by monitoring industry dynamics and responding accordingly, including by adjusting capacity, implementing cost reductions and engaging in mergers, acquisitions and dispositions.

GE Capital Risk Management and Oversight

GE Capital has developed a robust risk infrastructure and processes to manage risks related to its businesses and the GE Corporate Risk Function relies upon them in fulfillment of its mission. As discussed above, starting in March 2011, the GE Risk Committee will oversee GE Capital’s risk assessment and management processes, which was previously an Audit Committee responsibility.

At the GE Capital level, the GECS Board of Directors oversees the GE Capital risk management process, and approves all significant acquisitions and dispositions as well as significant borrowings and investments. All participants in the GE Capital risk management process must comply with approval limits established by the GECS Board.

GE Capital’s risk management approach rests upon three major tenets: a broad spread of risk based on managed exposure limits; senior, secured commercial financings; and a hold to maturity model with transactions underwritten to “on-book” standards. Dedicated risk professionals across the businesses include underwriters, portfolio managers, collectors, environmental and engineering specialists, and specialized asset managers who evaluate leased asset residuals and remarket off-lease equipment. The senior risk officers have, on average, over 25 years of experience.

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GE Capital manages risk categories identified in GE Capital’s business environment, which if materialized, could prevent GE Capital from achieving its risk objectives and/or result in losses. These risks are defined as GE Capital’s Enterprise Risk Universe, which includes the following risks: strategic (including earnings and capital), reputational, liquidity, credit, market, operations (including financial, information technology and legal), and compliance.

GE Capital’s Enterprise Risk Management Committee (ERMC), which is comprised of the most senior leaders in GE Capital as well as the GE CRO, oversees the establishment of appropriate risk systems, including policies, procedures, and management committees that support risk controls to ensure the enterprise risks are effectively identified, measured, monitored, and controlled.

The ERMC also oversees the development of GE Capital’s overall risk appetite. The risk appetite is the amount of risk that GE Capital is willing and able to bear, expressed as the combination of the enterprise risk objectives and risk limits. GE Capital’s risk appetite is determined relative to its desired risk objectives, including, but not limited to, stand-alone credit ratings, capital levels, liquidity management, regulatory assessments, earnings, dividends and compliance. GE Capital determines its risk appetite through consideration of portfolio analytics, including stress testing and economic capital measurement, experience and judgment of senior risk officers, current portfolio levels, strategic planning, and regulatory and rating agency expectations.

GE Capital uses stress testing to supplement other risk management processes. The ERMC approves the high-level scenarios for, and reviews the results of, GE Capital-wide stress tests across key risk areas, such as credit and investment, liquidity and market risk. Stress test results are also expressed in terms of impact to capital levels and metrics, and that information is reviewed with the GECS Board and the GE Risk Committee at least twice a year. Stress testing requirements are set forth in the Company’s approved risk policies. Key policies, such as the Enterprise Risk Management Policy, the Enterprise Risk Appetite Statement and the Liquidity and Capital Management policies are approved by the GE Risk Committee at least annually.

GE Capital, in coordination with and under the oversight of the GE CRO, provides comprehensive risk reports to the GE Risk Committee. At these meetings, which occur at least four times a year, GE Capital senior management focuses on the risk strategy and financial services portfolio, including the risk oversight processes used to manage all the elements of risk managed by the ERMC.

Additional information about our liquidity and how we manage this risk can be found in the Financial Resources and Liquidity section. Additional information about our credit risk and GECS portfolio can be found in the Financial Resources and Liquidity and Critical Accounting Estimates sections.

Segment Operations

Our five segments are focused on the broad markets they serve: CLL, Consumer, Real Estate, Energy Financial Services and GECAS. The Chairman allocates resources to, and assesses the performance of, these five businesses. In addition to providing information on GECS segments in their entirety, we have also provided supplemental information for the geographic regions within the CLL segment for greater clarity.

GECC corporate items and eliminations include unallocated Treasury and Tax operations; Trinity, a group of sponsored special purpose entities; certain consolidated liquidating securitization entities; the effects of eliminating transactions between operating segments; underabsorbed corporate overhead; certain non-allocated amounts determined by the Chairman; and a variety of sundry items. GECC corporate items and eliminations is not an operating segment. Rather, it is added to operating segment totals to reconcile to consolidated totals on the financial statements.

Segment profit is determined based on internal performance measures used by the Chairman to assess the performance of each business in a given period. In connection with that assessment, the Chairman may exclude matters such as charges for restructuring; rationalization and other similar expenses; in-process research and development and certain other acquisition-related charges and balances; technology and product development costs; certain gains and losses from acquisitions or dispositions; and litigation settlements or other charges, responsibility for which preceded the current management team.

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Segment profit excludes the effects of principal pension plans, results reported as discontinued operations, earnings attributable to noncontrolling interests of consolidated subsidiaries and accounting changes. Segment profit, which we sometimes refer to as “net earnings”, includes interest and income taxes. Beginning January 1, 2011, GE will allocate service costs related to its principal pension plans and GE will no longer allocate the retiree costs of its postretirement healthcare benefits to its segments. This revised allocation methodology will better align segment operating costs to the active employee costs, which are managed by the segments. We do not expect this change to significantly affect reported segment results.

We have reclassified certain prior-period amounts to conform to the current-period presentation. For additional information about our segments, see Part I, Item 1. “Business” and Note 20 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Summary of Operating Segments

(In millions)	2010		2009		2008
Revenues
CLL(a)	$	18,447	$	20,762	$	26,856
Consumer(a)		17,822		17,634		24,177
Real Estate		3,744		4,009		6,646
Energy Financial Services		1,957		2,117		3,707
GECAS(a)		5,127		4,594		4,688
Total segment revenues		47,097		49,116		66,074
GECC corporate items and eliminations		(57)		630		1,571
Total revenues in GECC	$	47,040	$	49,746	$	67,645
Segment profit (loss)
CLL(a)	$	1,554	$	963	$	1,838
Consumer(a)		2,629		1,419		3,623
Real Estate		(1,741)		(1,541)		1,144
Energy Financial Services		367		212		825
GECAS(a)		1,195		1,016		1,140
Total segment profit		4,004		2,069		8,570
GECC corporate items and eliminations(b)(c)		(739)		(607)		(507)
Earnings from continuing operations attributable to GECC		3,265		1,462		8,063
Earnings (loss) from discontinued operations, net of taxes,
attributable to GECC		(974)		151		(641)
Total net earnings attributable to GECC	$	2,291	$	1,613	$	7,422

(a)   During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

(b)   Included restructuring and other charges for 2010 and 2009 of $0.2 billion and $0.4 billion, respectively; related to CLL ($0.2 billion and $0.3 billion), primarily business exits and Consumer (an insignificant amount and $0.1 billion), primarily restructuring and other charges.

(c) Included $0.1 billion of net losses during both 2010 and 2009, related to our treasury operations.

See accompanying notes to consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

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CLL

(In millions)	2010		2009		2008
Revenues	$	18,447	$	20,762	$	26,856
Segment profit	$	1,554	$	963	$	1,838
December 31 (In millions)	2010		2009
Total assets	$	202,650	$	210,742
(In millions)	2010		2009		2008
Revenues
Americas	$	9,867	$	10,191	$	11,594
Europe		4,140		4,938		6,011
Asia		2,202		2,157		2,400
Other		2,238		3,476		6,851
Segment profit (loss)
Americas	$	1,263	$	659	$	1,195
Europe		393		362		723
Asia		246		132		147
Other		(348)		(190)		(227)
December 31 (In millions)	2010		2009
Total assets
Americas	$	114,685	$	115,628
Europe		50,026		54,651
Asia		18,269		19,451
Other		19,670		21,012

CLL 2010 revenues decreased 11% and net earnings increased 61% compared with 2009. Revenues in 2010 and 2009 included $0.2 billion and $0.1 billion, respectively, from acquisitions, and in 2010 were reduced by $1.2 billion from dispositions, primarily related to the deconsolidation of PTL, which included $0.3 billion related to a gain on the sale of a partial interest in a limited partnership in PTL and remeasurement of our retained investment. Revenues in 2010 also decreased $1.2 billion compared with 2009 as a result of organic revenue declines ($1.4 billion), partially offset by the weaker U.S. dollar ($0.2 billion). Net earnings increased by $0.6 billion in 2010, reflecting lower provisions for losses on financing receivables ($0.6 billion), higher gains ($0.2 billion) and lower selling, general and administrative costs ($0.1 billion) . These increases were partially offset by the absence of the gain on the PTL sale and remeasurement ($0.3 billion) and declines in lower-taxed earnings from global operations ($0.1 billion).

CLL 2009 revenues decreased 23% and net earnings decreased 48% compared with 2008. Revenues in 2009 and 2008 included $1.9 billion and $0.3 billion from acquisitions, respectively, and were reduced by $3.2 billion from dispositions, primarily related to the deconsolidation of PTL. Revenues in 2009 also included $0.3 billion related to a gain on the sale of a partial interest in a limited partnership in PTL and remeasurement of our retained investment. Revenues in 2009 decreased $4.7 billion compared with 2008 as a result of organic revenue declines ($4.0 billion) and the stronger U.S. dollar ($0.7 billion). Net earnings decreased by $0.9 billion in 2009, reflecting higher provisions for losses on financing receivables ($0.5 billion), lower gains ($0.5 billion) and declines in lower-taxed earnings from global operations ($0.4 billion), par tially offset by acquisitions ($0.4 billion), higher investment income ($0.3 billion) and the stronger U.S. dollar ($0.1 billion). Net earnings also included the gain on PTL sale and remeasurement ($0.3 billion) and higher Genpact gains ($0.1 billion), partially offset by mark-to-market losses and other-than-temporary impairments ($0.1 billion).

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Consumer

(In millions)	2010		2009			2008
Revenues	$	17,822	$	17,634	$	24,177
Segment profit	$	2,629	$	1,419	$	3,623
December 31 (In millions)	2010		2009
Total assets	$	154,469	$	160,494

Consumer 2010 revenues increased 1% and net earnings increased 85% compared with 2009. Revenues in 2010 were reduced by $0.3 billion as a result of dispositions. Revenues in 2010 increased $0.5 billion compared with 2009 as a result of the weaker U.S. dollar ($0.5 billion). The increase in net earnings resulted primarily from core growth ($1.2 billion) and the weaker U.S dollar ($0.1 billion), partially offset by the effects of dispositions ($0.1 billion). Core growth included lower provisions for losses on financing receivables across most platforms ($1.5 billion) and lower selling, general and administrative costs ($0.2 billion), partially offset by declines in lower-taxed earnings from global operations ($0.7 billion) including the absence of the first quarter 2009 tax benefit ($0.5 billion) from the decision to indefinitely reinvest p rior-year earnings outside the U.S. and an increase in the valuation allowance associated with Japan ($0.2 billion).

Consumer 2009 revenues decreased 27% and net earnings decreased 61% compared with 2008. Revenues in 2009 included $0.2 billion from acquisitions and were reduced by $1.7 billion as a result of dispositions, and the lack of a current-year counterpart to the 2008 gain on sale of our Corporate Payment Services (CPS) business ($0.4 billion). Revenues in 2009 decreased $4.7 billion compared with 2008 as a result of organic revenue declines ($3.1 billion) and the stronger U.S. dollar ($1.6 billion). The decrease in net earnings resulted primarily from core declines ($2.4 billion) and the lack of a current-year counterpart to the 2008 gain on sale of our CPS business ($0.2 billion). These decreases were partially offset by higher securitization income ($0.3 billion) and the stronger U.S. dollar ($0.1 billion). Core declines primarily resulted fr om lower results in the U.S., U.K., and our banks in Eastern Europe, reflecting higher provisions for losses on financing receivables ($1.3 billion) and declines in lower-taxed earnings from global operations ($0.7 billion). The benefit from lower-taxed earnings from global operations included $0.5 billion from the decision to indefinitely reinvest prior-year earnings outside the U.S.

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Real Estate

(In millions)	2010		2009		2008
Revenues	$	3,744	$	4,009	$	6,646
Segment profit (loss)	$	(1,741)	$	(1,541)	$	1,144
December 31 (In millions)	2010		2009
Total assets	$	72,630	$	81,505

Real Estate 2010 revenues decreased 7% and net earnings decreased 13% compared with 2009. Revenues for 2010 decreased $0.3 billion compared with 2009 as a result of organic revenue declines and a decrease in property sales, partially offset by the weaker U.S. dollar. Real Estate net earnings decreased $0.2 billion compared with 2009, primarily from an increase in impairments related to equity properties and investments ($0.9 billion), partially offset by a decrease in provisions for losses on financing receivables ($0.4 billion), and core increases ($0.3 billion). Depreciation expense on real estate equity investments totaled $1.0 billion and $1.2 billion for 2010 and 2009, respectively.

Real Estate 2009 revenues decreased 40% and net earnings decreased $2.7 billion compared with 2008. Revenues in 2009 decreased $2.6 billion compared with 2008 as a result of organic revenue declines ($2.4 billion), primarily as a result of a decrease in sales of properties, and the stronger U.S. dollar ($0.2 billion). Real Estate net earnings decreased $2.7 billion compared with 2008, primarily from an increase in provisions for losses on financing receivables and impairments ($1.2 billion) and a decrease in gains on sales of properties as compared to the prior period ($1.1 billion). In the normal course of our business operations, we sell certain real estate equity investments when it is economically advantageous for us to do so. Depreciation expense on real estate equity investments totaled $1.2 billion in both 2009 and 2008.

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Energy Financial Services

(In millions)	2010		2009		2008
Revenues	$	1,957	$	2,117	$	3,707
Segment profit	$	367	$	212	$	825
December 31 (In millions)	2010		2009
Total assets	$	19,549	$	22,616

Energy Financial Services 2010 revenues decreased 8% and net earnings increased 73% compared with 2009. Revenues in 2010 included a $0.1 billion gain related to the Regency transaction and in 2009 were reduced by $0.1 billion of gains from dispositions. Revenues in 2010 decreased compared with 2009 as a result of organic revenue growth ($0.4 billion), primarily increases in associated company revenues resulting from an asset sale by an investee ($0.2 billion), more than offset by the deconsolidation of Regency. The increase in net earnings resulted primarily from core increases ($0.1 billion), primarily increases in associated company earnings resulting from an asset sale by an investee ($0.2 billion) and the gain related to the Regency transaction ($0.1 billion).

Energy Financial Services 2009 revenues decreased 43% and net earnings decreased 74% compared with 2008. Revenues in 2009 included $0.1 billion of gains from dispositions. Revenues in 2009 also decreased $1.7 billion compared with 2008 as a result of organic declines ($1.7 billion), primarily as a result of the effects of lower energy commodity prices and a decrease in gains on sales of assets. The decrease in net earnings resulted primarily from core declines, including a decrease in gains on sales of assets as compared to the prior period and the effects of lower energy commodity prices.

GECAS

(In millions)	2010		2009		2008
Revenues	$	5,127	$	4,594	$	4,688
Segment profit	$	1,195	$	1,016	$	1,140
December 31 (In millions)	2010		2009
Total assets	$	49,106	$	48,178

GECAS 2010 revenues increased 12% and net earnings increased 18% compared with 2009. Revenues in 2010 increased compared with 2009 as a result of organic revenue growth ($0.5 billion), including higher investment income. The increase in net earnings resulted primarily from core increases ($0.2 billion), including the benefit from resolution of the 2003-2005 IRS audit, lower credit losses and higher investment income, partially offset by higher impairments related to our operating lease portfolio of commercial aircraft.

GECAS 2009 revenues decreased 2% and net earnings decreased 11% compared with 2008. The decrease in revenues resulted primarily from lower asset sales ($0.2 billion). The decrease in net earnings resulted primarily from lower asset sales ($0.1 billion) and core declines reflecting higher credit losses and impairments.

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Corporate Items and Eliminations

GECC Corporate Items and Eliminations include Treasury operation expenses for both 2010 and 2009 of $0.1 billion.  These Treasury results were primarily related to derivative activities that reduce or eliminate interest rate, currency or market risk between financial assets and liabilities.

GECC Corporate Items and Eliminations include $0.2 billion of unallocated Tax benefits for 2009 related to the decision to indefinitely reinvest prior-year earnings outside the U.S.

Certain amounts included in GECC Corporate Items and Eliminations cost are not allocated to the five operating businesses within the GE Capital segment because they are excluded from the measurement of their operating performance for internal purposes.  Unallocated costs included $0.2 billion and $0.4 billion for 2010 and 2009, respectively, primarily related to restructuring and other charges. In addition, effective January 1, 2010, the cost of certain CLL and Consumer headquarters activities, previously reported in the respective businesses, were allocated to Corporate Items and Eliminations ($0.2 billion).

Discontinued Operations

	2010		2009		2008
(In millions)
Earnings (loss) from discontinued operations,
net of taxes	$	(974)	$	151	$	(641)

Discontinued operations primarily comprised BAC, GE Money Japan, our U.S. mortgage business (WMC), Consumer RV Marine and Consumer Mexico. Results of these businesses are reported as discontinued operations for all periods presented.

During the fourth quarter of 2010, we completed the sale of our 100% interest in BAC for $1.9 billion. As a result, we recognized an after-tax gain of $0.8 billion in 2010. The disposition of BAC is consistent with our goal of reducing ENI and focusing our businesses on selective financial services products where we have domain knowledge, broad distribution, and the ability to earn a consistent return on capital, while managing our overall balance sheet size and risk.

In the fourth quarter of 2010, we entered into agreements to sell Consumer RV Marine and Consumer Mexico for approximately $2.4 billion and approximately $2.0 billion, respectively, and have classified these businesses as discontinued operations.

During the third quarter of 2007, we committed to a plan to sell our Lake business and recorded an after-tax loss of $0.9 billion, which represented the difference between the net book value of our Lake business and the projected sale price. During 2008, we completed the sale of GE Money Japan, which included Lake, along with our Japanese mortgage and card businesses, excluding our minority ownership interest in GE Nissen Credit Co., Ltd. In connection with this sale, and primarily related to our Japanese mortgage and card businesses, we recorded an incremental $0.4 billion loss in 2008.

In 2010, loss from discontinued operations, net of taxes, primarily reflected incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan ($1.7 billion) and estimated after-tax losses of $0.2 billion and $0.1 billion on the planned sales of Consumer Mexico and Consumer RV Marine, respectively, partially offset by an after-tax gain on the sale of BAC of $0.8 billion and earnings from operations at Consumer Mexico of $0.2 billion and at BAC of $0.1 billion.

Loss from discontinued operations, net of taxes, in 2009, primarily reflected incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan of $0.1 billion.

Loss from discontinued operations, net of taxes, in 2008 was $0.6 billion, primarily reflected a loss from operations of $0.3 billion, and incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan of $0.4 billion.

For additional information related to discontinued operations, see Note 2 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

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Geographic Operations

Our global activities span all geographic regions and primarily encompass leasing of aircraft and provision of financial services within these regional economies. Thus, when countries or regions experience currency and/or economic stress, we often have increased exposure to certain risks, but also often have new profit opportunities. Potential increased risks include, among other things, higher receivable delinquencies and bad debts, delays or cancellations of sales and orders principally related to aircraft equipment, higher local currency financing costs and slowdown in our established activities. New profit opportunities include, among other things, more opportunities for lower cost outsourcing, expansion of our activities through purchases of companies or assets at reduced prices and lower U.S. debt financing costs.

Revenues are classified according to the region to which products and services are sold. For purposes of this analysis, U.S. is presented separately from the remainder of the Americas. We classify certain operations that cannot meaningfully be associated with specific geographic areas as “Other Global” for this purpose.

Geographic Revenues

(In billions)
	2010		2009		2008
U.S.	$	22.3	$	24.5	$	31.4
Europe		12.5		14.9		21.2
Pacific Basin		7.3		7.1		10.0
Americas		3.5		2.2		3.7
Middle East and Africa		0.5		0.5		0.4
Other Global		0.9		0.5		0.9
Total	$	47.0	$	49.7	$	67.6

Global revenues decreased 2% to $24.7 billion in 2010, compared with $25.2 billion and $36.2 billion in 2009 and 2008, respectively, primarily as a result of decreases in Europe. Global revenues as a percentage of total revenues were 53% in 2010, compared with 51% and 54% in 2009 and 2008, respectively. Global revenue decreased by 31% in 2009 from $36.2 billion in 2008, primarily due to dispositions in Europe and the Pacific Basin. The effects of currency fluctuations on reported results increased revenues by $0.8 billion in 2010, decreased revenues by $2.5 billion in 2009 and increased revenues by $1.2 billion in 2008.

Total Assets (continuing operations)

December 31 (In billions)
	2010		2009
U.S.	$	296.3	$	300.2
Europe		139.0		162.3
Pacific Basin		54.3		60.2
Americas		32.8		30.7
Other Global		53.5		54.3
Total	$	575.9	$	607.7

Our global assets on a continuing basis of $279.6 billion at the end of 2010 were 9% lower than at the end of 2009, reflecting core declines in Europe and the Pacific Basin, primarily due to portfolio run-off in various businesses at Consumer and lower financing receivables and equipment leased to others at CLL.

Financial results of our global activities reported in U.S. dollars are affected by currency exchange. We use a number of techniques to manage the effects of currency exchange, including selective borrowings in local currencies and selective hedging of significant cross-currency transactions. Such principal currencies are the pound sterling, the euro, the Japanese yen, the Canadian dollar and the Australian dollar.

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Financial Resources and Liquidity

This discussion of financial resources and liquidity addresses the Statement of Financial Position, Liquidity and Borrowings, Debt and Derivative Instruments, Guarantees and Covenants, the Statement of Changes in Shareowner’s Equity, the Statement of Cash Flows, Contractual Obligations, and Variable Interest Entities.

Overview of Financial Position

Major changes to our shareowner’s equity are discussed in the Statement of Changes in Shareowner’s Equity section. In addition, other significant changes to balances in our Statement of Financial Position follow.

Statement of Financial Position

Investment securities comprise mainly investment grade debt securities supporting obligations to annuitants and policyholders in our run-off insurance operations and holders of guaranteed investment contracts (GICs) in Trinity (which ceased issuing new investment contracts beginning in the first quarter of 2010) and investment securities held at our global banks. The fair value of investment securities decreased to $18.0 billion at December 31, 2010, from $26.9 billion at December 31, 2009, primarily driven by a decrease in retained interests as a result of our adoption of FASB Accounting Standards Update (ASU) 2009-16 and ASU 2009-17, amendments to ASC 860, Transfers and Servicing, and ASC 810, Consolidations, respectively (ASU 2009-16 & 17), and maturities partially offset by improved market conditions. Of the amount at December 31, 2010, we held debt securities with an estimated fair value of $16.4 billion, which included corporate debt securities, residential mortgage-backed securities (RMBS) and commercial mortgage-backed securities (CMBS) with estimated fair values of $5.1 billion, $1.8 billion and $1.4 billion, respectively. Unrealized losses on debt securities were $1.0 billion and $1.8 billion at December 31, 2010 and December 31, 2009, respectively. This amount included unrealized losses on corporate debt securities, RMBS and CMBS of $0.1 billion, $0.4 billion and $0.1 billion, respectively, at December 31, 2010, as compared with $0.3 billion, $0.7 billion and $0.3 billion, respectively, at December 31, 2009.

We regularly review investment securities for impairment using both qualitative and quantitative criteria. We presently do not intend to sell our debt securities and believe that it is not more likely than not that we will be required to sell these securities that are in an unrealized loss position before recovery of our amortized cost. We believe that the unrealized loss associated with our equity securities will be recovered within the foreseeable future.

Our RMBS portfolio is collateralized primarily by pools of individual, direct mortgage loans (a majority of which were originated in 2006 and 2005), not other structured products such as collateralized debt obligations. Substantially all of our RMBS securities are in a senior position in the capital structure of the deals and 66% are agency bonds or insured by Monoline insurers (on which we continue to place reliance). Of our total RMBS portfolio at December 31, 2010 and December 31, 2009, approximately $0.7 billion and $0.9 billion, respectively, relate to residential subprime credit, primarily supporting our guaranteed investment contracts. A majority of exposure to residential subprime credit related to investment securities backed by mortgage loans originated in 2006 and 2005. Substantially all of the subprime RMBS were investment gra de at the time of purchase and approximately 73% have been subsequently downgraded to below investment grade.

Our CMBS portfolio is collateralized by both diversified pools of mortgages that were originated for securitization (conduit CMBS) and pools of large loans backed by high quality properties (large loan CMBS), a majority of which were originated in 2007 and 2006. Substantially all of the securities in our CMBS portfolio have investment grade credit ratings and the vast majority of the securities are in a senior position in the capital structure.

Our asset-backed securities (ABS) portfolio is collateralized by a variety of diversified pools of assets such as student loans and credit cards, as well as large senior secured loans of  high quality middle market companies in a variety of industries. The vast majority of our ABS securities are in a senior position in the capital structure of the deals. In addition, substantially all of the securities that are below investment grade are in an unrealized gain position.

For ABS, including RMBS, we estimate the portion of loss attributable to credit using a discounted cash flow model that considers estimates of cash flows generated from the underlying collateral. Estimates of cash flows consider internal credit risk, interest rate and prepayment assumptions that incorporate management’s best estimate of key assumptions, including default rates, loss severity and prepayment rates. For CMBS, we estimate the portion of loss attributable to credit by evaluating potential losses on each of the underlying loans in the security. Collateral cash flows are considered in the context of our position in the capital structure of the deals. Assumptions can vary widely depending upon the collateral type, geographic concentrations and vintage.

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If there has been an adverse change in cash flows for RMBS, management considers credit enhancements such as Monoline insurance (which are features of a specific security). In evaluating the overall creditworthiness of the Monoline insurer (Monoline), we use an analysis that is similar to the approach we use for corporate bonds, including an evaluation of the sufficiency of the Monoline’s cash reserves and capital, ratings activity, whether the Monoline is in default or default appears imminent, and the potential for intervention by an insurance or other regulator.

Monolines provide credit enhancement for certain of our investment securities, primarily RMBS and municipal securities. The credit enhancement is a feature of each specific security that guarantees the payment of all contractual cash flows, and is not purchased separately by GE. The Monoline industry continues to experience financial stress from increasing delinquencies and defaults on the individual loans underlying insured securities. We continue to rely on Monolines with adequate capital and claims paying resources. We have reduced our reliance on Monolines that do not have adequate capital or have experienced regulator intervention. At December 31, 2010, our investment securities insured by Monolines on which we continue to place reliance were $1.3 billion, including $0.3 billion of our $0.7 billion investment in subprime RMBS. A t December 31, 2010, the unrealized loss associated with securities subject to Monoline credit enhancement for which there is an expected credit loss was $0.3 billion.

Total pre-tax, other-than-temporary impairment losses during 2010 were $0.4 billion, of which $0.2 billion was recognized in earnings and primarily relates to credit losses on RMBS, non-U.S. government securities, non-U.S. corporate securities and equity securities, and $0.2 billion primarily relates to non-credit related losses on RMBS and is included within accumulated other comprehensive income.

Our qualitative review attempts to identify issuers’ securities that are “at-risk” of other-than-temporary impairment, that is, for securities that we do not intend to sell and it is not more likely than not that we will be required to sell before recovery of our amortized cost, whether there is a possibility of credit loss that would result in an other-than-temporary impairment recognition in the following 12 months. Securities we have identified as “at-risk” primarily relate to investments in RMBS securities and non-U.S. corporate debt securities across a broad range of industries. The amount of associated unrealized loss on these securities at December 31, 2010, is $0.4 billion. Credit losses that would be recognized in earnings are calculated when we determine the security to be other-than-temporarily imp aired. Uncertainty in the capital markets may cause increased levels of other-than-temporary impairments.

At December 31, 2010, unrealized losses on investment securities totaled $1.0 billion aged 12 months or longer, compared with unrealized losses of $1.9 billion, including $1.7 billion aged 12 months or longer, at December 31, 2009. Of the amount aged 12 months or longer at December 31, 2010, more than 70% of our debt securities were considered to be investment grade by the major rating agencies. In addition, of the amount aged 12 months or longer, $0.6 billion and $0.1 billion related to structured securities (mortgage-backed, asset-backed and securitization retained interests) and corporate debt securities, respectively. With respect to our investment securities that are in an unrealized loss position at December 31, 2010, the vast majority relate to debt securities held to support obligations to holders of GICs and annuitants and policy holders in our run-off insurance operations. We presently do not intend to sell our debt securities and believe that it is not more likely than not that we will be required to sell these securities that are in an unrealized loss position before recovery of our amortized cost. For additional information, see Note 3 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

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Fair Value Measurements. For financial assets and liabilities measured at fair value on a recurring basis, fair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Additional information about our application of this guidance is provided in Notes 1 and 14 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Investments measured at fair value in earnings include equity investments of $0.8 billion at year-end 2010. The earnings effects of changes in fair value on these assets, favorable and unfavorable, will be reflected in the period in which those changes occur. As discussed in Note 7 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report, we also have assets that are classified as held for sale in the ordinary course of business, loans and real estate properties, carried at $3.5 billion at year-end 2010, which represents the lower of carrying amount or estimated fair value less costs to sell. To the extent that the estimated fair value less costs to sell is lower than carrying value, any favorable or unfavorable changes in fair value will be reflected i n earnings in the period in which such changes occur.

Financing receivables is our largest category of assets and represents one of our primary sources of revenues. Our portfolio of financing receivables is diverse and not directly comparable to major U.S. banks. A discussion of the quality of certain elements of the financing receivables portfolio follows.

Our consumer portfolio is largely non-U.S. and primarily comprises mortgage, sales finance, auto and personal loans in various European and Asian countries. Our U.S. consumer financing receivables comprise 14% of our total portfolio. Of those, approximately 63% relate primarily to credit cards, which are often subject to profit and loss sharing arrangements with the retailer (the results of which are reflected in revenues), and have a smaller average balance and lower loss severity as compared to bank cards. The remaining 37% are sales finance receivables, which provide electronics, recreation, medical and home improvement financing to customers. In 2007, we exited the U.S. mortgage business and we have no U.S. auto or student loans.

Our commercial portfolio primarily comprises senior, secured positions with comparatively low loss history. The secured receivables in this portfolio are collateralized by a variety of asset classes, which for our CLL business primarily include: industrial-related facilities and equipment, vehicles, corporate aircraft, and equipment used in many industries, including the construction, manufacturing, transportation, media, communications, entertainment, and healthcare industries. The portfolios in our Real Estate, GECAS and Energy Financial Services businesses are collateralized by commercial real estate, commercial aircraft and operating assets in the global energy and water industries, respectively. We are in a secured position for substantially all of our commercial portfolio.

Losses on financing receivables are recognized when they are incurred, which requires us to make our best estimate of probable losses inherent in the portfolio. The method for calculating the best estimate of losses depends on the size, type and risk characteristics of the related financing receivable. Such an estimate requires consideration of historical loss experience, adjusted for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates, financial health of specific customers and market sectors, collateral values (including housing price indices as applicable), and the present and expected future levels of interest rates. The underlying assumptions, estimates and assessments we use to provide for losses are updated periodically to reflect our view of current conditions. Changes in such estimates can significantly affect the allowance and provision for losses. It is possible to experience credit losses that are different from our current estimates.

Our risk management process includes standards and policies for reviewing major risk exposures and concentrations, and evaluates relevant data either for individual loans or financing leases, or on a portfolio basis, as appropriate.

Loans acquired in a business acquisition are recorded at fair value, which incorporates our estimate at the acquisition date of the credit losses over the remaining life of the portfolio. As a result, the allowance for losses is not carried over at acquisition. This may have the effect of causing lower reserve coverage ratios for those portfolios.

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For purposes of the discussion that follows, “delinquent” receivables are those that are 30 days or more past due based on their contractual terms; and “nonearning” receivables are those that are 90 days or more past due (or for which collection is otherwise doubtful). Nonearning receivables exclude loans purchased at a discount (unless they have deteriorated post acquisition). Under ASC 310, Receivables, these loans are initially recorded at fair value and accrete interest income over the estimated life of the loan based on reasonably estimable cash flows even if the underlying loans are contractually delinquent at acquisition. In addition, nonearning receivables exclude loans that are paying on a cash accounting basis but classified as nonaccrual and impair ed. “Nonaccrual” financing receivables include all nonearning receivables and are those on which we have stopped accruing interest. We stop accruing interest at the earlier of the time at which collection of an account becomes doubtful or the account becomes 90 days past due. Recently restructured financing receivables are not considered delinquent when payments are brought current according to the restructured terms, but may remain classified as nonaccrual until there has been a period of satisfactory payment performance by the borrower and future payments are reasonably assured of collection.

Further information on the determination of the allowance for losses on financing receivables and the credit quality and categorization of our financing receivables is provided in the Critical Accounting Estimates section of this Item and Notes 1, 4 and 16 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

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	Financing receivables at						Nonearning receivables at						Allowance for losses at
	December 31,		January 1,		December 31,		December 31,		January 1,		December 31,		December 31,		January 1,		December 31,
(In millions)	2010		2010(a)		2009		2010		2010(a)		2009		2010		2010(a)		2009
Commercial
CLL(b)
Americas	$	86,596	$	99,666	$	87,496	$	2,571	$	3,437	$	3,155	$	1,287	$	1,245	$	1,179
Europe		37,498		43,403		41,455		1,241		1,441		1,441		429		575		575
Asia		11,943		13,159		13,202		406		559		576		222		234		244
Other		2,626		2,836		2,836		8		24		24		7		11		11
Total CLL		138,663		159,064		144,989		4,226		5,461		5,196		1,945		2,065		2,009
Energy
Financial
Services		7,011		7,790		7,790		62		78		78		22		28		28
GECAS(b)		12,615		13,254		13,254		–		153		153		20		104		104
Other(c)		1,788		2,614		2,614		102		72		72		58		34		34
Total
Commercial		160,077		182,722		168,647		4,390		5,764		5,499		2,045		2,231		2,175
Real Estate
Debt(d)		30,249		36,257		36,565		961		939		939		1,292		1,355		1,358
Business
properties(e)		9,962		12,416		8,276		386		419		313		196		181		136
Total Real Estate		40,211		48,673		44,841		1,347		1,358		1,252		1,488		1,536		1,494
Consumer(b)
Non-U.S.
residential
mortgages(f)		45,536		54,921		54,921		3,812		4,331		4,331		828		926		926
Non-U.S.
installment
and revolving
credit		20,368		23,443		23,443		290		409		409		945		1,116		1,116
U.S. installment
and revolving
credit		43,974		44,008		20,027		1,201		1,624		832		2,333		3,153		1,551
Non-U.S. auto		8,877		12,762		12,762		48		66		66		174		303		303
Other		8,306		10,156		10,156		478		610		610		259		291		291
Total Consumer		127,061		145,290		121,309		5,829		7,040		6,248		4,539		5,789		4,187
Total	$	327,349	$	376,685	$	334,797	$	11,566	$	14,162	$	12,999	$	8,072	$	9,556	$	7,856

(a)   Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010. See Notes 4 and 16 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

(b)   During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

(c)   Primarily consisted of loans and financing leases in former consolidated, liquidating securitization entities, which became wholly owned affiliates in December 2010.

(d)   Financing receivables included $218 million and $317 million of construction loans at December 31, 2010 and December 31, 2009, respectively.

(e)   Our Business properties portfolio is underwritten primarily by the credit quality of the borrower and secured by tenant and owner-occupied commercial properties.

(f)   At December 31, 2010, net of credit insurance, approximately 24% of our secured Consumer non-U.S. residential mortgage portfolio comprised loans with introductory, below market rates that are scheduled to adjust at future dates; with high loan-to-value ratios at inception (greater than 90%); whose terms permitted interest-only payments; or whose terms resulted in negative amortization. At origination, we underwrite loans with an adjustable rate to the reset value. Of these loans, 82% are in our U.K. and France portfolios, which comprise mainly loans with interest-only payments and introductory below market rates, have a delinquency rate of 15%, have a loan-to-value ratio at origination of 75% and have re-indexed loan-to-value ratios of 83% and 60%, respectively. At December 31, 2010, 4% (based on dollar values) of these loans in our U.K. and France po rtfolios have been restructured.

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On January 1, 2010, we adopted ASU 2009-16 & 17, resulting in the consolidation of $40.2 billion of net financing receivables at January 1, 2010. We have provided comparisons of our financing receivables portfolio at December 31, 2010 to January 1, 2010, as we believe that it provides a more meaningful comparison of our portfolio quality following the adoption of ASU 2009-16 & 17.

The portfolio of financing receivables, before allowance for losses, was $327.3 billion at December 31, 2010, and $376.7 billion at January 1, 2010. Financing receivables, before allowance for losses, decreased $49.4 billion from January 1, 2010, primarily as a result of collections exceeding originations ($26.3 billion) (which includes sales), write-offs ($10.1 billion), the stronger U.S. dollar ($2.1 billion) and dispositions ($1.2 billion), partially offset by acquisitions ($2.8 billion).

Related nonearning receivables totaled $11.6 billion (3.5% of outstanding receivables) at December 31, 2010, compared with $14.2 billion (3.8% of outstanding receivables) at January 1, 2010. Nonearning receivables decreased from January 1, 2010, primarily due to improvements in our entry rates in Consumer and improved performance in Commercial, offset by increased Real Estate delinquencies driven by the continued challenging environment in the commercial real estate markets.

The allowance for losses at December 31, 2010 totaled $8.1 billion compared with $9.6 billion at January 1, 2010, representing our best estimate of probable losses inherent in the portfolio. Allowance for losses decreased $1.5 billion from January 1, 2010, primarily because provisions were lower than write-offs, net of recoveries by $1.3 billion, which is attributable to a reduction in the overall financing receivables balance and an improvement in the overall credit environment. The allowance for losses as a percent of total financing receivables increased from 2.3% at December 31, 2009 to 2.5% at December 31, 2010 primarily due to the adoption of ASU 2009-16 & 17 on January 1, 2010.  Further information surrounding the allowance for losses related to each of our portfolios is detailed below.

The following table provides information surrounding selected ratios related to nonearning financing receivables and the allowance for losses.

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	Nonearning financing receivables								Allowance for losses as a percent of									Allowance for losses as a percent of
	as a percent of financing receivables								nonearning financing receivables									total financing receivables
	December 31,		January 1,			December 31,			December 31,			January 1,			December 31,			December 31,			January 1,			December 31,
	2010		2010(a)			2009			2010			2010(a)			2009			2010			2010(a)			2009
Commercial
CLL(b)
Americas	3.0	%		3.4	%		3.6	%		50.1	%		36.2	%		37.4	%		1.5	%		1.2	%		1.3	%
Europe	3.3			3.3			3.5			34.6			39.9			39.9			1.1			1.3			1.4
Asia	3.4			4.2			4.4			54.7			41.9			42.4			1.9			1.8			1.8
Other	0.3			0.8			0.8			87.5			45.8			45.8			0.3			0.4			0.4
Total CLL	3.0			3.4			3.6			46.0			37.8			38.7			1.4			1.3			1.4
Energy
Financial
Services	0.9			1.0			1.0			35.5			35.9			35.9			0.3			0.4			0.4
GECAS(b)	-			1.2			1.2			-			68.0			68.0			0.2			0.8			0.8
Other	5.7			2.8			2.8			56.9			47.2			47.2			3.2			1.3			1.3
Total
Commercial	2.7			3.2			3.3			46.6			38.7			39.6			1.3			1.2			1.3
Real Estate
Debt	3.2			2.6			2.6			134.4			144.3			144.6			4.3			3.7			3.7
Business
properties	3.9			3.4			3.8			50.8			43.2			43.5			2.0			1.5			1.6
Total Real Estate	3.3			2.8			2.8			110.5			113.1			119.3			3.7			3.2			3.3
Consumer(b)
Non-U.S.
residential
mortgages	8.4			7.9			7.9			21.7			21.4			21.4			1.8			1.7			1.7
Non-U.S.
installment and
revolving
credit	1.4			1.7			1.7			325.9			272.9			272.9			4.6			4.8			4.8
U.S. installment
and revolving
credit	2.7			3.7			4.2			194.3			194.2			186.4			5.3			7.2			7.7
Non-U.S. auto	0.5			0.5			0.5			362.5			459.1			459.1			2.0			2.4			2.4
Other	5.8			6.0			6.0			54.2			47.7			47.7			3.1			2.9			2.9
Total Consumer	4.6			4.8			5.2			77.9			82.2			67.0			3.6			4.0			3.5
Total	3.5			3.8			3.9			69.8			67.5			60.4			2.5			2.5			2.3

(a)   Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010. See Notes 4 and 16 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

(b)   During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

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Included below is a discussion of financing receivables, allowance for losses, nonearning receivables and related metrics for each of our significant portfolios.

CLL − Americas. Nonearning receivables of $2.6 billion represented 22.2% of total nonearning receivables at December 31, 2010. The ratio of allowance for losses as a percent of nonearning receivables increased from 36.2% at January 1, 2010, to 50.1% at December 31, 2010 reflecting an overall decrease in nonearning receivables combined with a further slight increase in loss severity in our equipment, and franchise restaurant and hotel portfolios. The ratio of nonearning receivables as a percent of financing receivables decreased from 3.4% at January 1, 2010, to 3.0% at December 31, 2010, primarily due to reduced nonearning exposures in our corporate lending, corporate aircraft, and industrial materials portfolios, which more than offset deterioration in our healthcare and franch ise restaurant and hotel portfolios. Collateral supporting these nonearning financing receivables primarily includes corporate aircraft and assets in the restaurant and hospitality, trucking, and forestry industries, and for our leveraged finance business, equity of the underlying businesses.

CLL – Europe. Nonearning receivables of $1.2 billion represented 10.7% of total nonearning receivables at December 31, 2010. The ratio of allowance for losses as a percent of nonearning receivables decreased from 39.9% at January 1, 2010, to 34.6% at December 31, 2010, as a greater proportion of nonearning receivables was attributable to the Interbanca S.p.A. portfolio, which was acquired in 2009. The loans acquired with Interbanca S.p.A were recorded at fair value, which incorporates an estimate at the acquisition date of credit losses over their remaining life. Accordingly, these loans generally have a lower ratio of allowance for losses as a percent of nonearning receivables compared to the remaining portfolio. Excluding the nonearning loans attributable to the 2009 acquisit ion of Interbanca S.p.A., the ratio of allowance for losses as a percent of nonearning receivables decreased slightly from 67.2% at January 1, 2010, to 65.7% at December 31, 2010, due to the increase of highly collateralized nonearning receivables in our senior secured lending portfolio, partially offset by a reduction in nonearning receivables in our senior secured lending and equipment finance portfolios due to restructuring, sale, or write-off. The ratio of nonearning receivables as a percent of financing receivables remained consistent at 3.3% at December 31, 2010, due to an increase in nonearning receivables in the Interbanca S.p.A. portfolio offset by the decrease in nonearning receivables across our senior secured lending, equipment finance and asset-based lending portfolios, primarily for the reasons previously mentioned. Collateral supporting these secured nonearning financing receivables are primarily equity of the underlying businesses for our senior secured lending business and equipment and trad e receivables for our equipment finance and asset-based lending portfolios, respectively.

CLL – Asia. Nonearning receivables of $0.4 billion represented 3.5% of total nonearning receivables at December 31, 2010. The ratio of allowance for losses as a percent of nonearning receivables increased from 41.9% at January 1, 2010, to 54.7% at December 31, 2010, primarily as a result of restructuring, sale or write-off of nonearning receivables in our asset-based financing businesses in Japan, which is highly collateralized. The ratio of nonearning receivables as a percent of financing receivables decreased from 4.2% at January 1, 2010, to 3.4% at December 31, 2010, primarily due to the decline in nonearning receivables related to our asset-based financing businesses in Japan, partially offset by a lower financing receivables balance. Collateral supporting these nonearning financing receivables is primarily commercial real estate, manufacturing equipment, corporate aircraft, and assets in the auto industry.

Real Estate – Debt. Nonearning receivables of $1.0 billion represented 8.3% of total nonearning receivables at December 31, 2010. The increase in nonearning receivables from January 1, 2010, was driven primarily by increased delinquencies in the U.S. office portfolio and the European hotel and retail portfolios, partially offset by foreclosures and discounted payoffs primarily related to U.S. multi-family loans. The ratio of allowance for losses as a percent of nonearning receivables decreased from 144.3% to 134.4% reflecting write-offs driven by settlements and payoffs from impaired loan borrowers. Since our approach identifies loans as impaired even when the loan is currently paying in accordance with contractual terms, increases in nonearning receivables do not necessarily r equire proportionate increases in reserves upon migration to nonearning status as specific reserves have often been established on the loans prior to their migration to nonearning status. The ratio of allowance for losses as a percent of total financing receivables increased from 3.7% at January 1, 2010, to 4.3% at December 31, 2010, driven primarily by continued rental rate deterioration in the U.S. markets, which resulted in an increase in specific credit loss provisions.

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The Real Estate financing receivables portfolio is collateralized by income-producing or owner-occupied commercial properties across a variety of asset classes and markets. At December 31, 2010, total Real Estate financing receivables of $40.2 billion were primarily collateralized by owner occupied properties ($10.0 billion), office buildings ($9.4 billion), apartment buildings ($6.2 billion) and hotel properties ($4.4 billion). In 2010, commercial real estate markets have continued to be under pressure, with limited market liquidity and challenging economic conditions. We have and continue to maintain an intense focus on operations and risk management. Loan loss reserves related to our Real Estate – Debt financing receivables are particularly sensitive to declines in underlying property values. Assuming global property values decline an incremental 1% or 5%, and that decline occurs evenly across geographies and asset classes, we estimate incremental loan loss reserves would be required of approximately $0.1 billion and $0.4 billion, respectively. Estimating the impact of global property values on loss performance across our portfolio depends on a number of factors, including macroeconomic conditions, property level operating performance, local market dynamics and individual borrower behavior. As a result, any sensitivity analyses or attempts to forecast potential losses carry a high degree of imprecision and are subject to change. At December 31, 2010, we had 116 foreclosed commercial real estate properties which had a value of approximately $0.6 billion.

Consumer − Non-U.S. residential mortgages. Nonearning receivables of $3.8 billion represented 33.0% of total nonearning receivables at December 31, 2010. The ratio of allowance for losses as a percent of nonearning receivables increased slightly from 21.4% at January 1, 2010, to 21.7% at December 31, 2010. In 2010, our nonearning receivables decreased primarily due to continued collection and loss mitigation efforts and signs of stabilization in the U.K. housing market. Our non-U.S. mortgage portfolio has a loan-to-value ratio of approximately 75% at origination and the vast majority are first lien positions. Our U.K. and France portfolios, which comprise a majority of our total mortgage portfolio, have reindexed loan-to-value ratios of 83% and 60%, respectively. About 3% of th ese loans are without mortgage insurance and have a reindexed loan-to-value ratio equal to or greater than 100%. Loan-to-value information is updated on a quarterly basis for a majority of our loans and considers economic factors such as the housing price index. At December 31, 2010, we had in repossession stock approximately 700 houses in the U.K., which had a value of approximately $0.1 billion. The ratio of nonearning receivables as a percent of financing receivables increased from 7.9% at January 1, 2010, to 8.4% at December 31, 2010, primarily due to reduced originations across all platforms.

Consumer − Non-U.S. installment and revolving credit. Nonearning receivables of $0.3 billion represented 2.5% of total nonearning receivables at December 31, 2010. The ratio of allowance for losses as a percent of nonearning receivables increased from 272.9% at January 1, 2010, to 325.9% at December 31, 2010, reflecting changes in business mix following the reclassification of nonearning receivables to assets of businesses held for sale following our commitment in 2010 to sell our Consumer businesses in Argentina, Brazil and Canada.

Consumer − U.S. installment and revolving credit. Nonearning receivables of $1.2 billion represented 10.4% of total nonearning receivables at December 31, 2010. The ratio of allowance for losses as a percent of nonearning receivables remained consistent at approximately 194.2%. The ratio of nonearning receivables as a percentage of financing receivables decreased from 3.7% at January 1, 2010, to 2.7% at December 31, 2010, primarily due to lower delinquencies reflecting an improvement in the overall credit environment.

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Nonaccrual Financing Receivables

The following table provides details related to our nonaccrual and nonearning financing receivables. Nonaccrual financing receivables include all nonearning receivables and are those on which we have stopped accruing interest. We stop accruing interest at the earlier of the time at which collection becomes doubtful or the account becomes 90 days past due. Substantially all of the differences between nonearning and nonaccrual financing receivables relate to loans which are classified as nonaccrual financing receivables but are paying on a cash accounting basis, and therefore excluded from nonearning receivables. Of our $21.4 billion nonaccrual loans at December 31, 2010, $9.3 billion are currently paying in accordance with their contractual terms.

	Nonaccrual		Nonearning
	financing		financing
(In millions)	receivables		receivables
December 31, 2010
Commercial
CLL	$	5,246	$	4,226
Energy Financial Services		78		62
GECAS		–		–
Other		139		102
Total Commercial		5,463		4,390
Real Estate		9,719		1,347
Consumer		6,211		5,829
Total	$	21,393	$	11,566

Impaired Loans

“Impaired” loans in the table below are defined as larger balance or restructured loans for which it is probable that the lender will be unable to collect all amounts due according to original contractual terms of the loan agreement. The vast majority of our Consumer and a portion of our CLL nonaccrual receivables are excluded from this definition, as they represent smaller balance homogeneous loans that we evaluate collectively by portfolio for impairment.

Impaired loans include nonearning receivables on larger balance or restructured loans, loans that are currently paying interest under the cash basis (but are excluded from the nonearning category), and loans paying currently but which have been previously restructured.

Specific reserves are recorded for individually impaired loans to the extent we have determined that it is probable that we will be unable to collect all amounts due according to original contractual terms of the loan agreement. Certain loans classified as impaired may not require a reserve because we believe that we will ultimately collect the unpaid balance (through collection or collateral repossession).

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Further information pertaining to loans classified as impaired and specific reserves is included in the table below.

(In millions)	At
	December 31,		January 1,		December 31,
	2010		2010(a)		2009
Loans requiring allowance for losses
Commercial(b)	$	2,733	$	2,853	$	2,876
Real Estate		6,812		5,339		5,284
Consumer		2,448		1,300		936
Total loans requiring allowance for losses		11,993		9,492		9,096
Loans expected to be fully recoverable
Commercial(b)		3,087		2,232		2,110
Real Estate		3,005		1,284		1,234
Consumer		106		397		397
Total loans expected to be fully recoverable		6,198		3,913		3,741
Total impaired loans	$	18,191	$	13,405	$	12,837
Allowance for losses (specific reserves)
Commercial(b)	$	1,031	$	1,031	$	1,073
Real Estate		1,150		1,038		1,017
Consumer		555		301		235
Total allowance for losses (specific reserves)	$	2,736	$	2,370	$	2,325
Average investment during the period	$	15,543		(d)	$	8,462
Interest income earned while impaired(c)		392		(d)		219

(a)   Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010. See Notes 4 and 16 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

(b)   Includes CLL, Energy Financial Services, GECAS and Other.

(c)   Recognized principally on a cash basis for the years ended December 31, 2010 and 2009, respectively.

(d)   Not applicable.

Impaired loans consolidated as a result of our adoption of ASU 2009-16 & 17 primarily related to our Consumer business. Impaired loans increased by $4.8 billion from January 1, 2010, to December 31, 2010, primarily relating to increases at Real Estate. We regularly review our Real Estate loans for impairment using both quantitative and qualitative factors, such as debt service coverage and loan-to-value ratios. See Note 1 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report. We classify Real Estate loans as impaired when the most recent valuation reflects a projected loan-to-value ratio at maturity in excess of 100%, even if the loan is currently paying in accordance with contractual terms. The increase in Real Estate impaired loans reflects det erioration in commercial real estate values, particularly in Japan and the U.S., as well as an increase in troubled debt restructurings (TDRs). Real Estate specific reserves have not increased proportionately to the increase in impaired loans, primarily due to an increase in TDRs that are expected to be fully recoverable based on the value of the underlying collateral and are performing in accordance with their modified terms. Of our $9.8 billion impaired loans at Real Estate at December 31, 2010, $8.1 billion are currently paying in accordance with the contractual terms of the loan and are typically loans where the borrower has adequate debt service coverage to meet contractual interest obligations. Impaired loans at CLL primarily represent senior secured lending positions.

Our impaired loan balance at December 31, 2010 and December 31, 2009, classified by the method used to measure impairment was as follows.

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	At
	December 31,		December 31,
(In millions)	2010		2009
Method used to measure impairment
Discounted cash flow	$	7,650	$	6,971
Collateral value		10,541		5,866
Total	$	18,191	$	12,837

See Note 1 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report for further information on collateral dependent loans and our valuation process.

Our loss mitigation strategy is intended to minimize economic loss and, at times, can result in rate reductions, principal forgiveness, extensions, forbearance or other actions, which may cause the related loan to be classified as a TDR, and also as impaired. Changes to Real Estate’s loans primarily include maturity extensions, principal payment acceleration, changes to collateral terms and cash sweeps, which are in addition to, or sometimes in lieu of, fees and rate increases. The determination of whether these changes to the terms and conditions of our commercial loans meet the TDR criteria includes our consideration of all relevant facts and circumstances. At December 31, 2010, TDRs included in impaired loans were $10.1 billion, primarily relating to Real Estate ($4.9 billion), CLL ($2.9 billion) and Consumer ($2.3 billion). TDRs consolidated as a result of our adoption of ASU 2009-16 & 17 primarily related to our Consumer business ($0.4 billion).

We utilize certain short-term loan modification programs for borrowers experiencing temporary financial difficulties in our Consumer loan portfolio. These loan modification programs are primarily concentrated in our U.S. credit card and non-U.S. residential mortgage portfolios. We sold our U.S. residential mortgage business in 2007 and as such, do not participate in the U.S. government-sponsored mortgage modification programs. During 2010, we provided short-term modifications of approximately $2.7 billion of consumer loans for borrowers experiencing financial difficulties. This included approximately $1.2 billion of credit card loans in the U.S. and approximately $1.5 billion of other consumer loans, primarily non-U.S. residential mortgages, credit cards and personal loans, which were not classified as TDRs. For these modified loans, we p rovided short-term (12 months or less) interest rate reductions and payment deferrals, which were not part of the terms of the original contract. We expect borrowers whose loans have been modified under these short-term programs to continue to be able to meet their contractual obligations upon the conclusion of the short-term modification.  Our experience indicates that a substantial majority of loan modifications during 2010 have been successful as approximately $2.2 billion are performing in accordance with the revised contractual terms.

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Delinquencies

Additional information on delinquency rates at each of our major portfolios follows:

	December 31,			December 31,
	2010			2009
CLL		2.1	%		3.1	%
Consumer		8.1			9.4
Real Estate		4.4			4.3

Delinquency rates on commercial loans and leases decreased from December 31, 2009 to December 31, 2010, as a result of improvements in the global economic and credit environment. We expect the global environment to show further signs of stabilization in 2011; however, the credit environment continues to be uncertain and may impact future levels of commercial delinquencies and provisions for losses on financing receivables.

Delinquency rates on consumer financing receivables decreased from December 31, 2009 to December 31, 2010, primarily due to improved collections and lower delinquency entry rates in our U.S. markets. We expect the global environment, along with U.S. unemployment levels, to further show signs of stabilization in 2011; however, the uncertain economic environment may result in higher provisions for loan losses. At December 31, 2010, approximately 41% of our U.S. portfolio, which consisted of credit cards, installment and revolving loans, were receivable from subprime borrowers. We had no U.S. subprime residential mortgage loans at December 31, 2010. See Notes 4 and 16 to the consolidated financial statements in part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report, for additional information.

Delinquency rates on Real Estate loans and leases increased from December 31, 2009 to December 31, 2010, primarily reflecting continued challenging real estate market fundamentals, including reduced occupancy rates and rentals and the effects of real estate market liquidity, which despite stabilization in certain markets, continues to remain limited in many others. Slow economic recovery could result in a continuation of elevated delinquency levels and provisions for losses on financing receivables.

Other receivables totaled $13.7 billion at December 31, 2010, and $17.8 billion at December 31, 2009, and consisted primarily of amounts due from GE (primarily related to material procurement programs of $2.7 billion and $2.5 billion at December 31, 2010 and 2009, respectively), nonfinancing customer receivables, amounts due under operating leases, tax receivable and various sundry items. Amounts due from Qualified Special Purpose Entities (QSPEs) declined from $3.7 billion in 2009 to $0.1 billion in 2010 as a result of our adoption of ASU 2009-16 & 17.

Property, plant and equipment totaled $53.8 billion at December 31, 2010, down $2.7 billion from 2009, primarily reflecting a reduction in equipment leased to others and the deconsolidation of Regency. Property, plant and equipment consisted primarily of equipment provided to third parties on operating leases. Details by category of investment are presented in Note 5 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report. Additions to property, plant and equipment were $7.7 billion and $6.4 billion during 2010 and 2009, respectively, primarily reflecting acquisitions and additions of commercial aircraft at GECAS, offset by disposals of fleet vehicles at CLL.

Goodwill and other intangible assets totaled $27.6 billion and $1.9 billion, respectively, at December 31, 2010. Goodwill decreased $0.9 billion from 2009, primarily from the deconsolidation of Regency and the strengthening of the U.S. dollar. Other intangible assets decreased $1.0 billion from 2009, primarily from dispositions and amortization expense. See Note 6 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Other assets comprise mainly real estate equity properties and investments, equity and cost method investments, derivative instruments and assets held for sale, and totaled $79.0 billion at December 31, 2010, a decrease of $7.2 billion, primarily related to declines in our real estate equity properties due to impairments, depreciation and the strengthening of the U.S. dollar. During 2010, we recognized other-than-temporary impairments of cost and equity method investments, excluding those related to real estate, of $0.1 billion.

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Included in other assets are Real Estate equity investments of $27.2 billion and $32.2 billion at December 31, 2010 and 2009, respectively. Our portfolio is diversified, both geographically and by asset type. We review the estimated values of our commercial real estate investments semi-annually. As of our most recent estimate performed in 2010, the carrying value of our Real Estate investments exceeded their estimated value by approximately $5.1 billion. The estimated value of the portfolio continues to reflect deterioration in real estate values and market fundamentals, including reduced market occupancy rates and market rents as well as the effects of limited real estate market liquidity. Given the current and expected challenging market conditions, there continues to be risk and uncertainty surrounding commercial real estate values. De clines in estimated value of real estate below carrying amount result in impairment losses when the aggregate undiscounted cash flow estimates used in the estimated value measurement are below the carrying amount. As such, estimated losses in the portfolio will not necessarily result in recognized impairment losses. During 2010, Real Estate recognized pre-tax impairments of $2.3 billion in its real estate held for investment, compared with $0.8 billion in 2009. Real Estate investments with undiscounted cash flows in excess of carrying value of 0% to 5% at December 31, 2010 had a carrying value of $1.8 billion and an associated unrealized loss of approximately $0.4 billion. Continued deterioration in economic conditions or prolonged market illiquidity may result in further impairments being recognized.

Liquidity and Borrowings

We maintain a strong focus on liquidity. We manage our liquidity to help ensure access to sufficient funding at acceptable costs to meet our business needs and financial obligations throughout business cycles. Our liquidity and borrowing plans are established within the context of our annual financial and strategic planning processes.

GECS liquidity and funding plans are designed to meet GECS’ funding requirements under normal and stress scenarios, which include primarily extensions of credit, payroll, principal payments on outstanding borrowings, interest on borrowings, dividends to GE, and general obligations such as operating expenses, collateral deposits held or collateral posted to counterparties. GECS’ funding plan also has been developed in connection with GE’s strategy to reduce its ending net investment in GE Capital. GECS relies on cash generated through collection of principal, interest and other payments on our existing portfolio of loans and leases, sales of assets and unsecured and secured funding sources, including commercial paper, term debt, bank borrowings, securitization and other retail funding products.

Our 2011 funding plan anticipates repayment of principal on outstanding short-term borrowings, including the current portion of our long-term debt ($113.6 billion at December 31, 2010), through issuance of commercial paper and long-term debt, cash on hand, collections of financing receivables exceeding originations, dispositions, asset sales, and deposits and alternative sources of funding. Interest on borrowings is primarily repaid through interest earned on existing financing receivables. During 2010, we earned interest income on financing receivables of $24.1 billion, which more than offset interest expense of $14.9 billion.

Both the GECS Board of Directors and the GE Audit Committee have approved a detailed liquidity policy for GECS which includes a requirement to maintain a contingency funding plan. The liquidity policy defines GECS’ liquidity risk tolerance under different scenarios based on its liquidity sources and also establishes procedures to escalate potential issues. We actively monitor GECS’ access to funding markets and liquidity profile through tracking external indicators and testing various stress scenarios. The contingency funding plan provides a framework for handling market disruptions and establishes escalation procedures in the event that such events or circumstances arise.

Actions taken to strengthen and maintain our liquidity are described in the following section.

Liquidity Sources

GE maintains liquidity sources that consist of cash and equivalents and a portfolio of high-quality, liquid investments (Liquidity Portfolio) and committed unused credit lines.

GE has cash and equivalents of $79.0 billion at December 31, 2010, which is available to meet its needs. A substantial portion of this is freely available. About $10 billion is in regulated entities and is subject to regulatory restrictions or is in restricted countries. About $18 billion is held outside the U.S. and is available to fund operations and other growth of non-U.S. subsidiaries; it is also available to fund our needs in the U.S. on a short-term basis without being subject to U.S. tax. We anticipate that we will continue to generate cash from operating activities in the future, which will be available to help meet our liquidity needs.

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In addition to GE’s $79 billion of cash and equivalents, we have a centrally-managed portfolio of high-quality, liquid investments with a fair value of $2.9 billion at December 31, 2010. The Liquidity Portfolio is used to manage liquidity and meet our operating needs under both normal and stress scenarios. The investments consist of unencumbered U.S. government securities, U.S. agency securities, securities guaranteed by the government, supranational securities, and a select group of non-U.S. government securities. We believe that we can readily obtain cash for these securities, even in stressed market conditions.

We have committed, unused credit lines totaling $51.8 billion that have been extended to us by 58 financial institutions at December 31, 2010. These lines include $35.6 billion of revolving credit agreements under which we can borrow funds for periods exceeding one year. Additionally, $16.2 billion are 364-day lines that contain a term-out feature that allows us to extend borrowings for one year from the date of expiration of the lending agreement. During 2010, we renewed all of the 364-day lines and we extended the term of $23 billion of multi-year lines by one year to 2013.

At December 31, 2010, our aggregate cash and equivalents and committed credit lines were more than twice our GECS commercial paper borrowings balance.

Funding Plan

GE’s strategy has been to reduce its ending net investment in GE Capital. In 2010, GE reduced its GE Capital ending net investment, excluding cash and equivalents, from $526 billion at January 1, 2010 to $477 billion at December 31, 2010.

In 2010, we completed issuances of $25 billion of senior, unsecured debt with maturities up to 17 years (and subsequent to December 31, 2010, an additional $11 billion). Average commercial paper borrowings during the fourth quarter were $34.9 billion and the maximum amount of commercial paper borrowings outstanding during the fourth quarter was $36.9 billion. Our commercial paper maturities are funded principally through new issuances.

Under the Federal Deposit Insurance Corporation’s (FDIC) Temporary Liquidity Guarantee Program (TLGP), the FDIC guaranteed certain senior, unsecured debt issued by GECC on or before October 31, 2009, for which we incurred $2.3 billion of fees for our participation. Our TLGP-guaranteed debt has remaining maturities of $18 billion in 2011 ($2.5 billion matured in January 2011) and $35 billion in 2012. We anticipate funding these and our other long-term debt maturities through a combination of existing cash, new debt issuances, collections exceeding originations, dispositions, asset sales, deposits and alternative sources of funding. GECC and GE are parties to an Eligible Entity Designation Agreement and GECC is subject to the terms of a Master Agreement, each entered into with the FDIC. The terms of these agreements include, among oth er things, a requirement that GE and GECC reimburse the FDIC for any amounts that the FDIC pays to holders of GECC debt that is guaranteed by the FDIC.

We securitize financial assets as an alternative source of funding. On January 1, 2010, we adopted ASU 2009-16 & 17, which resulted in the consolidation of $36.1 billion of non-recourse borrowings from all of our securitization QSPEs. During 2010, we completed $10.3 billion of non-recourse issuances and had maturities of $22.3 billion. At December 31, 2010, consolidated non-recourse borrowings were $30.1 billion. We anticipate that securitization will remain a part of our overall funding capabilities notwithstanding the changes in consolidation rules described in Notes 1 and 17 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Our issuances of securities repurchase agreements are insignificant and are limited to activities at certain of our foreign banks. At December 31, 2010 and 2009, we were party to repurchase agreements totaling insignificant amounts, which were accounted for as on-book financings. We have had no repurchase agreements which were not accounted for as financings and we do not engage in securities lending transactions.

We have deposit-taking capability at 10 banks outside of the U.S. and two banks in the U.S. – GE Money Bank, a Federal Savings Bank (FSB), and GE Capital Financial Inc., an industrial bank (IB). The FSB and IB currently issue certificates of deposit (CDs) distributed by brokers in maturity terms from three months to ten years.

Total alternative funding at December 31, 2010 was $60 billion, composed mainly of $37 billion bank deposits, $11 billion of funding secured by real estate, aircraft and other collateral and $9 billion GE Interest Plus notes. The comparable amount at December 31, 2009 was $57 billion.

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On March 5, 2010, we arranged for the issuance of approximately 2.97 billion USD equivalent trust preferred securities in exchange for outstanding subordinated debentures of GECC which mature in 2066 and 2067, with terms corresponding to the original debentures.

Exchange rate and interest rate risks are managed with a variety of techniques, including match funding and selective use of derivatives. We use derivatives to mitigate or eliminate certain financial and market risks because we conduct business in diverse markets around the world and local funding is not always efficient. In addition, we use derivatives to adjust the debt we are issuing to match the fixed or floating nature of the assets we are originating. We apply strict policies to manage each of these risks, including prohibitions on speculative activities. Following is an analysis of the potential effects of changes in interest rates and currency exchange rates using so-called “shock” tests that model effects of shifts in rates. These are not forecasts.

·   It is our policy to minimize exposure to interest rate changes. We fund our financial investments using debt or a combination of debt and hedging instruments so that the interest rates of our borrowings match the expected interest rate profile on our assets. To test the effectiveness of our fixed rate positions, we assumed that, on January 1, 2011, interest rates increased by 100 basis points across the yield curve (a “parallel shift” in that curve) and further assumed that the increase remained in place for 2011. We estimated, based on the year-end 2010 portfolio and holding all other assumptions constant, that our 2011 consolidated earnings would decline by $0.1 billion as a result of this parallel shift in the yield curve.

·   It is our policy to minimize currency exposures and to conduct operations either within functional currencies or using the protection of hedge strategies. We analyzed year-end 2010 consolidated currency exposures, including derivatives designated and effective as hedges, to identify assets and liabilities denominated in other than their relevant functional currencies. For such assets and liabilities, we then evaluated the effects of a 10% shift in exchange rates between those currencies and the U.S. dollar, holding all other assumptions constant. This analysis indicated that there would be an insignificant effect on 2011 earnings of such a shift in exchange rates.

Debt and Derivative Instruments, Guarantees and Covenants

Principal debt and derivative conditions are described below.

Certain of our derivative instruments can be terminated if specified credit ratings are not maintained and certain debt and derivatives agreements of other consolidated entities have provisions that are affected by these credit ratings. As of December 31, 2010, GE and GECC’s long-term unsecured debt credit rating from Standard and Poor’s Ratings Service (S&P) was “AA+” with a stable outlook and from Moody’s Investors Service (“Moody’s”) was “Aa2” with a stable outlook. As of December 31, 2010, GE, GECS and GECC’s short-term credit rating from S&P was “A-1+” and from Moody’s was “P-1”. We are disclosing these ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds. Although we cur rently do not expect a downgrade in the credit ratings, our ratings may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.

Derivatives agreements:

Swap, forward and option contracts are executed under standard master agreements that typically contain mutual downgrade provisions that provide the ability of the counterparty to require termination if the long-term credit rating of the applicable GE entity were to fall below A-/A3. In certain of these master agreements, the counterparty also has the ability to require termination if the short-term rating of the applicable GE entity were to fall below A-1/P-1. The net derivative liability after consideration of netting arrangements, outstanding interest payments and collateral posted by us under these master agreements was estimated to be $0.8 billion at December 31, 2010. See Note 15 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

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Other debt and derivative agreements of consolidated entities:

·   One group of consolidated entities holds investment securities funded by the issuance of GICs. If the long-term credit rating of GECC were to fall below AA-/Aa3 or its short-term credit rating were to fall below A-1+/P-1, GECC would be required to provide approximately $1.5 billion to such entities as of December 31, 2010, pursuant to letters of credit issued by GECC, as compared to $2.4 billion at December 31, 2009. Furthermore, to the extent that the entities’ liabilities exceed the ultimate value of the proceeds from the sale of its assets and the amount drawn under the letters of credit, GECC is required to provide such excess amount. As of December 31, 2010, the value of these entities’ liabilities was $5.7 billion and the fair value of its assets was $6.0 billion (which included unrealized losses on investment securities of $0.7 bill ion). With respect to these investment securities, we intend to hold them at least until such time as their individual fair values exceed their amortized cost and we have the ability to hold all such debt securities until maturity.

·   Another consolidated entity also issues GICs where proceeds are loaned to GECC. If the long-term credit rating of GECC were to fall below AA-/Aa3 or its short-term credit rating were to fall below A-1+/P-1, GECC could be required to provide up to approximately $2.3 billion as of December 31, 2010, to repay holders of GICs, compared to $3.0 billion at December 31, 2009. These obligations are included in long-term borrowings in our Statement of Financial Position in the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

·   If the short-term credit rating of GECC were reduced below A-1/P-1, GECC would be required to partially cash collateralize certain covered bonds. The maximum amount that would be required to be provided in the event of such a downgrade is determined by contract and amounted to $0.8 billion at both December 31, 2010 and 2009. These obligations are included in long-term borrowings in our Statement of Financial Position in the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Ratio of Earnings to Fixed Charges, Income Maintenance Agreement and Subordinated Debentures

On March 28, 1991, GE entered into an agreement with GECC to make payments to GECC, constituting additions to pre-tax income under the agreement, to the extent necessary to cause the ratio of earnings to fixed charges of GECC and consolidated affiliates (determined on a consolidated basis) to be not less than 1.10:1 for the period, as a single aggregation, of each GECC fiscal year commencing with fiscal year 1991.  GECC’s ratio of earnings to fixed charges increased to 1.13:1 during 2010 due to higher pre-tax earnings at GECC, which were primarily driven by higher margins and lower provisions for losses on financing receivables.

On October 29, 2009, GE and GECC amended this agreement to extend the notice period for termination from three years to five years. It was further amended to provide that any future amendments to the agreement that could adversely affect GECC require the consent of the majority of the holders of the aggregate outstanding principal amount of senior unsecured debt securities issued or guaranteed by GECC (with an original stated maturity in excess of 270 days), unless the amendment does not trigger a downgrade of GECC’s long-term ratings. No payment is required in 2011 pursuant to this agreement.

GE made a $9.5 billion payment to GECS in the first quarter of 2009 (of which $8.8 billion was further contributed to GECC through capital contribution and share issuance) to improve tangible capital and reduce leverage. This payment constitutes an addition to pre-tax income under the agreement and therefore increased the ratio of earnings to fixed charges of GECC for the fiscal year 2009 for purposes of the agreement to 1.33:1. As a result, no further payments under the agreement in 2010 were required related to 2009.

Any payment made under the Income Maintenance Agreement will not affect the ratio of earnings to fixed charges as determined in accordance with current SEC rules because it does not constitute an addition to pre-tax income under current U.S. GAAP.

In addition, in connection with certain subordinated debentures for which GECC receives equity credit by rating agencies, GE has agreed to promptly return dividends, distributions or other payments it receives from GECC during events of default or interest deferral periods under such subordinated debentures. There were $7.3 billion of such debentures outstanding at December 31, 2010. We have committed to maintain the total capital level for GECS’ run-off insurance operations at 300% of the regulatory minimum required level of $0.2 billion. At December 31, 2010, the total capital of these operations, which was approximately $0.8 billion, exceeded the committed level. See Note 8 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

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Statement of Changes in Shareowner’s Equity

Shareowner’s equity decreased by $0.8 billion and increased $15.5 billion in 2010 and 2009, respectively, compared with a decrease of $3.0 billion in 2008.

Net earnings increased GECC shareowner’s equity by $2.3 billion and $1.6 billion in 2010 and 2009, respectively, and increased shareowner’s equity by $7.4 billion, partially offset by dividends declared of $2.4 billion in 2008. There were no dividends declared in 2010 and 2009.

Elements of Other Comprehensive Income decreased shareowner’s equity by $1.6 billion in 2010, as compared with an increase of  $5.3 billion in 2009 and a decrease of $13.5 billion in 2008, inclusive of changes in accounting principles. The components of these changes are as follows:

·   Currency translation adjustments decreased shareowner’s equity by $2.7 billion in 2010, increased equity by $2.6 billion in 2009 and decreased equity by $8.7 billion in 2008. Changes in currency translation adjustments reflect the effects of changes in currency exchange rates on our net investment in non-U.S. subsidiaries that have functional currencies other than the U.S. dollar. At the end of 2010, the U.S. dollar was stronger against most major currencies, including the pound sterling and the euro and weaker against the Australian dollar, compared with a weaker dollar against those currencies at the end of 2009 and a stronger dollar against those currencies at the end of 2008.

·   The change in fair value of investment securities increased shareowner’s equity by $0.5 billion in 2010, reflecting improved market conditions related to U.S. corporate securities and lower market interest rates. The change in fair value of investment securities increased shareowner’s equity by $1.3 billion and decreased shareholders’ equity by $2.0 billion in 2009 and 2008, respectively. Further information about investment securities is provided in Note 3 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

·   Changes in the fair value of derivatives designated as cash flow hedges increased shareowner’s equity by $0.5 billion in 2010, primarily related to the effective portion of the change in fair value of designated interest rate and cross currency hedges and other comprehensive income (OCI) released to earnings to match the underlying forecasted cash flows. The change in the fair value of derivatives designated as cash flow hedges increased equity by $1.4 billion and decreased equity by $2.5 billion in 2009 and 2008, respectively. Further information about the fair value of derivatives is provided in Note 15 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

As discussed previously in the Liquidity and Borrowings section of this Item, in the fourth quarter of 2008, GE raised $15 billion to GECS in cash through common and preferred stock offerings and contributed $15.0 billion to GECS, including $9.5 billion in the first quarter of 2009 (of which $8.8 billion was further contributed to us through capital contribution and share issuance). As a result of this action, additional paid-in capital increased by $8.8 billion and $5.5 billion in 2009 and 2008, respectively.

Statement of Cash Flows – Overview from 2008 through 2010

GECC cash and equivalents were $59.6 billion at December 31, 2010, compared with $61.9 billion at December 31, 2009. GECC cash from operating activities totaled $20.5 billion in 2010, compared with $6.6 billion in 2009. This was primarily due to decreases, compared to the prior year, in net cash collateral held from counterparties on derivative contracts of $6.9 billion, in cash used for other liabilities of $2.3 billion, higher current-year earnings, and lower gains and higher impairments at Real Estate of $2.9 billion.

Consistent with our plan to reduce GECC asset levels, cash from investing activities was $37.0 billion in 2010. Primary sources were $26.3 billion resulting from a reduction in financing receivables, primarily from collections exceeding originations, a $2.4 billion reduction in investment securities, and $1.6 billion of recoveries of financing receivables previously written off. Additionally, we received proceeds of $2.5 billion from sales of discontinued operations, primarily BAC, and $1.2 billion resulted from proceeds from business dispositions, including the consumer businesses in Hong Kong and Indonesia. These sources were partially offset by cash used for acquisitions of $0.6 billion for the acquisition of certain financing businesses of the Royal Bank of Scotland.

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GECC cash used for financing activities in 2010 reflected our continued reduction in ending net investment. Cash used for financing activities of $59.6 billion related primarily to a $60.7 billion reduction in borrowings consisting primarily of reductions in long-term borrowings (which includes reductions related to borrowings consolidated upon the adoption of ASU 2009-16 & 17) and commercial paper, partially offset by a $4.6 billion increase in bank deposits.

GECC pays dividends to GECS through a distribution of its retained earnings, including special dividends from proceeds of certain business sales. Beginning in the first quarter of 2009, GECC suspended its normal dividend to GECS. Dividends in 2008 were $2.4 billion. There were no special dividends paid to GECS in 2010, 2009 or 2008.

Contractual Obligations

As defined by reporting regulations, our contractual obligations for future payments as of December 31, 2010, follow.

	Payments due by period
										2016 and
(In billions)	Total		2011		2012-2013		2014-2015		thereafter
Borrowings and bank deposits (Note 8)	$	465.4	$	149.6	$	140.5	$	56.9	$	118.4
Interest on borrowings and bank deposits		110.9		12.7		17.6		11.6		69.0
Operating lease obligations (Note 13)		2.4		0.5		0.8		0.4		0.7
Purchase obligations(a)(b)		24.6		13.3		7.3		3.9		0.1
Insurance liabilities (Note 9)(c)		5.8		0.9		1.2		0.9		2.8
Other liabilities(d)		24.3		19.6		2.8		1.0		0.9
Contractual obligations of
discontinued operations(e)		1.6		1.6		–		–		–

(a) Included all take-or-pay arrangements, capital expenditures, contractual commitments to purchase equipment that will be leased to others, contractual commitments related to factoring agreements, software acquisition/license commitments and any contractually required cash payments for acquisitions.

(b) Excluded funding commitments entered into in the ordinary course of business. Further information on these commitments and other guarantees is provided in Note 18 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

(c) Included contracts with reasonably determinable cash flows mainly guaranteed investment contracts.

(d)   Included an estimate of future expected funding requirements related to our pension and postretirement benefit plans and included liabilities for unrecognized tax benefits. Because their future cash outflows are uncertain, the following non-current liabilities are excluded from the table above: deferred taxes, derivatives, deferred revenue and other sundry items. For further information on certain of these items, see Notes 10 and 15 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

(e)   Included payments for other liabilities.

Variable Interest Entities

We securitize financial assets and arrange other forms of asset-backed financing in the ordinary course of business to improve shareowner returns and as an alternative source of funding. The securitization transactions we engage in are similar to those used by many financial institutions.

The assets we securitize include: receivables secured by equipment, commercial real estate, credit card receivables, floorplan inventory receivables, GE trade receivables and other assets originated and underwritten by us in the ordinary course of business. The securitizations are funded with asset-backed commercial paper and term debt. Our securitization activities prior to January 1, 2010 used QSPEs and were therefore not required to be consolidated.

On January 1, 2010, we adopted ASU 2009-16 & 17. ASU 2009-16 eliminated the QSPE concept, and ASU 2009-17 required that all such entities be evaluated for consolidation as Variable Interest Entities (VIEs). Adoption of these amendments resulted in the consolidation of all of our sponsored QSPEs. In addition, we consolidated assets of VIEs related to direct investments in entities that hold loans and fixed income securities, a media joint venture and a small number of companies to which we have extended loans in the ordinary course of business and subsequently were subject to a TDR.

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Substantially all of our securitization VIEs are consolidated because we are considered to be the primary beneficiary of the entity. Our interests in other VIEs for which we are not the primary beneficiary and QSPEs are accounted for as investment securities, financing receivables or equity method investments depending on the nature of our involvement.

We consolidated the assets and liabilities of these entities at amounts at which they would have been reported in our financial statements had we always consolidated them. We also deconsolidated certain entities where we did not meet the definition of the primary beneficiary under the revised guidance; however the effect was insignificant at January 1, 2010. The incremental effect on total assets and liabilities, net of our retained interests, was an increase of $30.9 billion and $32.4 billion respectively, at January 1, 2010. The net reduction of total equity (including noncontrolling interests) was $1.4 billion at January 1, 2010, principally related to the reversal of previously recognized securitization gains as a cumulative effect adjustment to retained earnings.

At December 31, 2010, consolidated variable interest entity assets and liabilities were $48.1 billion and $36.6 billion, respectively, an increase of $32.9 billion and $22.7 billion from 2009, respectively. Assets held by these entities are of equivalent credit quality to our on-book assets. We monitor the underlying credit quality in accordance with our role as servicer and apply rigorous controls to the execution of securitization transactions. With the exception of credit and liquidity support discussed below, investors in these entities have recourse only to the underlying assets.

At December 31, 2009, prior to the effective date of ASU 2009-16 & 17, our Statement of Financial Position included $10.0 billion in retained interests in these entities related to the transferred financial assets discussed above. These retained interests took two forms: (1) sellers’ interests, which were classified as financing receivables, and (2) subordinated interests, designed to provide credit enhancement to senior interests, which were classified as investment securities. The carrying value of our retained interests classified as financing receivables was $2.5 billion at December 31, 2009. The carrying value of our retained interests classified as investment securities was $7.5 billion at December 31, 2009.

At December 31, 2010, investments in unconsolidated VIEs, including our noncontrolling interest in PTL and investments in real estate entities, were $12.6 billion, an increase of $3.3 billion from 2009, primarily related to $1.7 billion of investments in entities whose status as a VIE changed upon adoption of ASU 2009-17 and $1.2 billion of additional investment in pre-existing unconsolidated VIEs. In addition to our existing investments, we have contractual obligations to fund additional investments in the unconsolidated VIEs of $2.0 billion, an increase of $0.6 billion from 2009.

We are party to various credit enhancement positions with securitization entities, including liquidity and credit support agreements and guarantee and reimbursement contracts, and have provided our best estimate of the fair value of estimated losses on such positions. The estimate of fair value is based on prevailing market conditions at December 31, 2010. Should market conditions deteriorate, actual losses could be higher. Our exposure to loss under such agreements was limited to $0.9 billion at December 31, 2010.

We do not have implicit support arrangements with any VIE or QSPE. We did not provide non-contractual support for previously transferred financing receivables to any VIE or QSPE in either 2010 or 2009.

Critical Accounting Estimates

Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they involve significant judgments and uncertainties. Many of these estimates include determining fair value. All of these estimates reflect our best judgment about current, and for some estimates future, economic and market conditions and their effects based on information available as of the date of these financial statements. If these conditions change from those expected, it is reasonably possible that the judgments and estimates described below could change, which may result in future impairments of investment securities, goodwill, intangibles and long-lived assets, incremental losses on financing receivables, increases in reserves for contingencies, establishment of valuation allowances on deferred tax assets and increased tax liabilities, among other effects. Also see Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report, which discusses the significant accounting policies that we have selected from acceptable alternatives.

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Losses on financing receivables are recognized when they are incurred, which requires us to make our best estimate of probable losses inherent in the portfolio. The method for calculating the best estimate of losses depends on the size, type and risk characteristics of the related financing receivable. Such an estimate requires consideration of historical loss experience, adjusted for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates, financial health of specific customers and market sectors, collateral values (including housing price indices as applicable), and the present and expected future levels of interest rates.  The underlying assumptions, estimates and assessment s we use to provide for losses are updated periodically to reflect our view of current conditions. Changes in such estimates can significantly affect the allowance and provision for losses. It is possible that we will experience credit losses that are different from our current estimates. Write-offs in both our consumer and commercial portfolios can also reflect both losses that are incurred subsequent to the beginning of a fiscal year and information becoming available during that fiscal year which may identify further deterioration on exposures existing prior to the beginning of that fiscal year, and for which reserves could not have been previously recognized. Our risk management process includes standards and policies for reviewing major risk exposures and concentrations, and evaluates relevant data either for individual loans or financing leases, or on a portfolio basis, as appropriate.

Further information is provided in the Global Risk Management section and Financial Resources and Liquidity – Financing Receivables section of this Item, the Asset impairment section that follows and in Notes 1, 4 and 16 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Asset impairment assessment involves various estimates and assumptions as follows:

Investments. We regularly review investment securities for impairment using both quantitative and qualitative criteria. Effective April 1, 2009, the FASB amended ASC 320 and modified the requirements for recognizing and measuring other-than-temporary impairment for debt securities. If we do not intend to sell the security and it is not more likely than not that we will be required to sell the security before recovery of our amortized cost, we evaluate other qualitative criteria to determine whether a credit loss exists, such as the financial health of and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. Quantitative criteria include determining whether there has been an adverse change in expected future cas h flows. For equity securities, our criteria include the length of time and magnitude of the amount that each security is in an unrealized loss position. Our other-than-temporary impairment reviews involve our finance, risk and asset management functions as well as the portfolio management and research capabilities of our internal and third-party asset managers. See Note 1 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report, which discusses the determination of fair value of investment securities.

Further information about actual and potential impairment losses is provided in the Financial Resources and Liquidity – Investment Securities section of this Item and in Notes 1, 3 and 7 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Long-Lived Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We derive the required undiscounted cash flow estimates from our historical experience and our internal business plans. To determine fair value, we use quoted market pri ces when available, our internal cash flow estimates discounted at an appropriate interest rate and independent appraisals, as appropriate.

Our operating lease portfolio of commercial aircraft is a significant concentration of assets in GECAS, and is particularly subject to market fluctuations. Therefore, we test recoverability of each aircraft in our operating lease portfolio at least annually. Additionally, we perform quarterly evaluations in circumstances such as when aircraft are re-leased, current lease terms have changed or a specific lessee’s credit standing changes. We consider market conditions, such as global demand for commercial aircraft. Estimates of future rentals and residual values are based on historical experience and information received routinely from independent appraisers. Estimated cash flows from future leases are reduced for expected downtime between leases and for estimated technical costs required to prepare aircraft to be redeployed. Fair val ue used to measure impairment is based on management’s best estimate. In determining its best estimate, management evaluates average current market values (obtained from third parties) of similar type and age aircraft, which are adjusted for the attributes of the specific aircraft under lease.

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We recognized impairment losses on our operating lease portfolio of commercial aircraft of $0.4 billion and $0.1 billion in 2010 and 2009, respectively. Provisions for losses on financing receivables related to commercial aircraft were insignificant and $0.1 billion in 2010 and 2009, respectively.

Further information on impairment losses and our exposure to the commercial aviation industry is provided in the Operations – Overview section of this Item and in Notes 5 and 18 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Real Estate. We review the estimated value of our commercial real estate investments semi-annually. The cash flow estimates used for both estimating value and the recoverability analysis are inherently judgmental, and reflect current and projected lease profiles, available industry information about expected trends in rental, occupancy and capitalization rates and expected business plans, which include our estimated holding period for the asset. Our portfolio is diversified, both geographically and by asset type. However, the global real estate market is subject to periodic cycles that can cause significant fluctuations in market values. As of our most recent estimate performed in 2010, the carrying value of our Real Estate investments exceeded their estimated value by about $5.1 bil lion. The estimated value of the portfolio continues to reflect deterioration in real estate values and market fundamentals, including reduced market occupancy rates and market rents as well as the effects of limited real estate market liquidity. Given the current and expected challenging market conditions, there continues to be risk and uncertainty surrounding commercial real estate values. Declines in the estimated value of real estate below carrying amount result in impairment losses when the aggregate undiscounted cash flow estimates used in the estimated value measurement are below the carrying amount. As such, estimated losses in the portfolio will not necessarily result in recognized impairment losses. When we recognize an impairment, the impairment is measured using the estimated fair value of the underlying asset, which is based upon cash flow estimates that reflect current and projected lease profiles and available industry information about capitalization rates and expected trends in rents and occ upancy and is corroborated by external appraisals. During 2010, Real Estate recognized pre-tax impairments of $2.3 billion in its real estate held for investment, as compared to $0.8 billion in 2009. Continued deterioration in economic conditions or prolonged market illiquidity may result in further impairments being recognized. Furthermore, significant judgment and uncertainty related to forecasted valuation trends, especially in illiquid markets, results in inherent imprecision in real estate value estimates. Further information is provided in the Global Risk Management and the Other Assets sections of this Item and in Note 7 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Goodwill and Other Identified Intangible Assets. We test goodwill for impairment annually and more frequently if circumstances warrant. We determine fair values for each of the reporting units using an income approach. When available and appropriate, we use comparative market multiples to corroborate discounted cash flow results. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from those assumed in our forecasts. We derive our discount rates using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 12% to 14.5%. Valuations using the market approach reflect prices and other relevant observable information generated by market transactions involving comparable businesses.

Compared to the market approach, the income approach more closely aligns each reporting unit valuation to our business profile, including geographic markets served and product offerings. Required rates of return, along with uncertainty inherent in the forecasts of future cash flows, are reflected in the selection of the discount rate. Equally important, under this approach, reasonably likely scenarios and associated sensitivities can be developed for alternative future states that may not be reflected in an observable market price. A market approach allows for comparison to actual market transactions and multiples. It can be somewhat more limited in its application because the population of potential comparables is often limited to publicly-traded companies where the characteristics of the comparative business and ours can be significantl y different, market data is usually not available for divisions within larger conglomerates or non-public subsidiaries that could otherwise qualify as comparable, and the specific circumstances surrounding a market transaction (e.g., synergies between the parties, terms and conditions of the transaction, etc.) may be different or irrelevant with respect to our business. It can also be difficult, under certain market conditions, to identify orderly transactions between market participants in similar businesses. We assess the valuation methodology based upon the relevance and availability of the data at the time we perform the valuation and weight the methodologies appropriately.

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We performed our annual impairment test of goodwill for all of our reporting units in the third quarter using data as of July 1, 2010.  The impairment test consists of two steps:  in step one, the carrying value of the reporting unit is compared with its fair value; in step two, which is applied when the carrying value is more than its fair value, the amount of goodwill impairment, if any, is derived by deducting the fair value of the reporting unit’s assets and liabilities from the fair value of its equity, and comparing that amount with the carrying amount of goodwill.  In performing the valuations, we used cash flows that reflected management’s forecasts and discount rates that included risk adjustments consistent with the current market conditions. Based on the results of our step one testing, the fair values of the CLL, Consumer, Energy Financial Services and GECAS reporting units exceeded their carrying values; therefore, the second step of the impairment test was not required to be performed and no goodwill impairment was recognized.

Our Real Estate reporting unit had a goodwill balance of $1.1 billion at December 31, 2010. As of July 1, 2010, the carrying amount exceeded the estimated fair value of our Real Estate reporting unit by approximately $3.2 billion. The estimated fair value of the Real Estate reporting unit is based on a number of assumptions about future business performance and investment, including loss estimates for the existing finance receivable and investment portfolio, new debt origination volume and margins, and anticipated stabilization of the real estate market allowing for sales of real estate investments at normalized margins. Our assumed discount rate was 12% and was derived by applying a capital asset pricing model and corroborated using equity analyst research reports and implied cost of equity based on forecasted price to earnings per share multiples for similar companies. Given the volatility and uncertainty in the current commercial real estate environment, there is uncertainty about a number of assumptions upon which the estimated fair value is based. Different loss estimates for the existing portfolio, changes in the new debt origination volume and margin assumptions, changes in the expected pace of the commercial real estate market recovery, or changes in the equity return expectation of market participants may result in changes in the estimated fair value of the Real Estate reporting unit.

Based on the results of the step one testing, we performed the second step of the impairment test described above. Based on the results of the second step analysis for the Real Estate reporting unit, the estimated implied fair value of goodwill exceeded the carrying value of goodwill by approximately $3.5 billion. Accordingly, no goodwill impairment was required. In the second step, unrealized losses in an entity’s assets have the effect of increasing the estimated implied fair value of goodwill. The results of the second step analysis were attributable to several factors. The primary driver was the excess of the carrying value over the estimated fair value of our Real Estate Equity Investments, which approximated $6.3 billion at that time. Further information about the Real Estate investment portfolio is provided in the Financial R esources and Liquidity – Statement of Financial Position – Other assets of this Item. Other drivers for the favorable outcome include the unrealized losses in the Real Estate finance receivable portfolio and the fair value premium on the Real Estate reporting unit allocated debt. The results of the second step analysis are highly sensitive to these measurements, as well as the key assumptions used in determining the estimated fair value of the Real Estate reporting unit.

Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results.  If current conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates described above could change in future periods.

We review identified intangible assets with defined useful lives and subject to amortization for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. For our insurance activities remaining in continuing operations, we periodically test for impairment our deferred acquisition costs and present value of future profits.

Further information is provided in the Financial Resources and Liquidity – Goodwill and Other Intangible Assets section of this Item and in Notes 1 and 6 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

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Income Taxes. Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties. We review our tax positions quarterly and adjust the balances as new information becomes available. Our income tax rate is significantly affected by the tax rate on our global operations. In addition to local country tax laws and regulations, this rate depends on the extent earnings are indefinitely reinvested outside the United States. Indefinite reinve stment is determined by management’s judgment about and intentions concerning the future operations of the company. At December 31, 2010, $62 billion of earnings have been indefinitely reinvested outside the United States. Most of these earnings have been reinvested in active non-U.S. business operations, and we do not intend to repatriate these earnings to fund U.S. operations. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were not reinvested indefinitely. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected tax able income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates. We use our historical experience and our short and long-range business forecasts to provide insight. Further, our global and diversified business portfolio gives us the opportunity to employ various prudent and feasible tax planning strategies to facilitate the recoverability of future deductions. Amounts recorded for deferred tax assets related to non-U.S. net operating losses, net of valuation allowances, were $3.3 billion and $2.5 billion at December 31, 2010 and 2009, respectively, including $1.0 billion and $1.3 billion at December 31, 2010 and 2009, respectively, of deferred tax assets, net of valuation allowances, associated with losses reported in discontinued operations, primarily related to our loss on the sale of GE Money Japan. Such year-end 2010 amounts are expected to be fully recoverable within the applicable statutory expiration periods. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established.

Further information on income taxes is provided in the Operations – Overview section of this Item and in Note 10 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Derivatives and Hedging. We use derivatives to manage a variety of risks, including risks related to interest rates, foreign exchange and commodity prices. Accounting for derivatives as hedges requires that, at inception and over the term of the arrangement, the hedged item and related derivative meet the requirements for hedge accounting. The rules and interpretations related to derivatives accounting are complex. Failure to apply this complex guidance correctly will result in all changes in the fair value of the derivative being reported in earnings, without regard to the offsetting changes in the fair value of the hedged item.

In evaluating whether a particular relationship qualifies for hedge accounting, we test effectiveness at inception and each reporting period thereafter by determining whether changes in the fair value of the derivative offset, within a specified range, changes in the fair value of the hedged item. If fair value changes fail this test, we discontinue applying hedge accounting to that relationship prospectively. Fair values of both the derivative instrument and the hedged item are calculated using internal valuation models incorporating market-based assumptions, subject to third-party confirmation, as applicable.

At December 31, 2010, derivative assets and liabilities were $7.0 billion and $2.7 billion, respectively. Further information about our use of derivatives is provided in Notes 1, 7, 14 and 15 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Fair Value Measurements.  Assets and liabilities measured at fair value every reporting period include investments in debt and equity securities and derivatives.  Assets that are not measured at fair value every reporting period but that are subject to fair value measurements in certain circumstances include loans and long-lived assets that have been reduced to fair value when they are held for sale, impaired loans that have been reduced based on the fair value of the underlying collateral, cost and equity method investments and long-lived assets that are written down to fair value when they are impaired and the remeasurement of retained investments in formerly consolidated subsidiaries upon a change in control that results in deconsolidation of a subsidiary, if w e sell a controlling interest and retain a noncontrolling stake in the entity. Assets that are written down to fair value when impaired and retained investments are not subsequently adjusted to fair value unless further impairment occurs.

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A fair value measurement is determined as the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.  In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. The determination of fair value often involves significant judgments about assumptions such as determining an appropriate discount rate that factors in both risk and liquidity premiums, identifying the similarities and differences in market transactions, weighting those differences accordingly and the n making the appropriate adjustments to those market transactions to reflect the risks specific to our asset being valued. Further information on fair value measurements is provided in Notes 1, 14 and 15 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Other loss contingencies are uncertain and unresolved matters that arise in the ordinary course of business and result from events or actions by others that have the potential to result in a future loss. Such contingencies include, but are not limited to environmental obligations, litigation, regulatory proceedings, product quality and losses resulting from other events and developments.

When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss. When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low end of such range. However, the likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must be continuously evaluated to determine both the likelihood of potential loss and whether it is possible to reasonably estimate a range of possible loss. When a loss is probable but a reasonable estimate cannot be made, disclosure is provided.

Disclosure also is provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. We regularly review all contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. As discussed above, development of a meaningful estimate of loss or a range of potential loss is complex when the outcome is directly dependent on negotiations with or decisions by third parties, such as regulatory agencies, the court system and other interested parties. Such factors bear directly on whether it is possible to reasonably estimate a range of potential loss and boundaries of high and low estimates.

Further information is provided in Note 18 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Supplemental Information

Financial Measures that Supplement Generally Accepted Accounting Principles

We sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission rules. Specifically, we have referred, in various sections of this Form 10-K Report, to:

·   Average total GECC shareowner’s equity, excluding effects of discontinued operations

·   Ratio of debt to equity, net of cash and equivalents and with classification of hybrid debt as equity

·   GE Capital ending net investment (ENI), excluding cash and equivalents, at January 1, 2010 and December 31, 2010

The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures follow.

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Average Total GECC Shareowner’s Equity, Excluding Effects of Discontinued Operations(a)

December 31 (In millions)	2010		2009		2008		2007		2006
Average total GECC shareowner's equity(b)	$	71,713	$	68,494	$	63,382	$	60,666	$	54,578
Less the effects of the average net
investment in discontinued operations		(5,689)		(6,632)		(2,762)		(2,383)		(2,301)
Average total GECC shareowner's equity,
excluding effects of discontinued
operations(a)	$	66,024	$	61,862	$	60,620	$	58,283	$	52,277

(a) Used for computing return on average shareowner’s equity and return on average total capital invested (ROTC).

(b) On an annual basis, calculated using a five-point average.

Our ROTC calculation excludes earnings (losses) of discontinued operations from the numerator because U.S. GAAP requires us to display those earnings (losses) in the Statement of Earnings. Our calculation of average total GECC shareowner’s equity may not be directly comparable to similarly titled measures reported by other companies. We believe that it is a clearer way to measure the ongoing trend in return on total capital for the continuing operations of our businesses given the extent that discontinued operations have affected our reported results. We believe that this results in a more relevant measure for management and investors to evaluate performance of our continuing operations, on a consistent basis, and to evaluate and compare the performance of our continuing operations with the ongoing operations of other businesses and companies.

Ratio of Debt to Equity, Net of Cash and Equivalents and with

Classification of Hybrid Debt as Equity

December 31 (Dollars in millions)	2010		2009
GECC debt	$	465,350	$	490,707
Less cash and equivalents		59,553		61,923
Less hybrid debt		7,725		7,725
	$	398,072	$	421,059
GECC equity	$	72,881	$	73,718
Plus hybrid debt		7,725		7,725
	$	80,606	$	81,443
Ratio
		4.94:1		5.17:1

We have provided the GECC ratio of debt to equity on a basis that reflects the use of cash and equivalents to reduce debt, and with long-term debt due in 2066 and 2067 classified as equity.  We believe that this is a useful comparison to a GAAP-based ratio of debt to equity because cash balances may be used to reduce debt and because this long-term debt has equity-like characteristics. The usefulness of this supplemental measure may be limited, however, as the total amount of cash and equivalents at any point in time may be different than the amount that could practically be applied to reduce outstanding debt, and it may not be advantageous or practical to replace certain long-term debt with equity. In the first quarter of 2009, GE made a $9.5 billion payment to GECS (of which $8.8 billion was further contributed to GECC through capital contribution and share issuance). Despite these potential limitations, we believe that this measure, considered along with the corresponding GAAP measure, provides investors with additional information that may be more comparable to other financial institutions and businesses.

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GE Capital Ending Net Investment (ENI), Excluding Cash and Equivalents

	December 31,		January 1,
(In billions)	2010		2010
GECC total assets	$	581.1	$	653.6
Less assets of discontinued operations		5.2		15.1
Less non-interest bearing liabilities		38.9		50.3
GE Capital ENI		537.0		588.2
Less cash and equivalents		59.6		61.9
GE Capital ENI, excluding cash and equivalents	$	477.4	$	526.3

GE uses ENI to measure the size of its GE Capital segment. GE believes that this measure is a useful indicator of the capital (debt or equity) required to fund a business as it adjusts for non-interest bearing current liabilities generated in the normal course of business that do not require a capital outlay. GE also believes that by excluding cash and equivalents, it provides a meaningful measure of assets requiring capital to fund its GE Capital segment, as a substantial amount of this cash and equivalents resulted from debt issuances to pre-fund future debt maturities and will not be used to fund additional assets. Providing this measure will help investors measure how we are performing against our previously communicated goal to reduce the size of our financial services segment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Information about our global risk management can be found in the Operations – Global Risk Management and Financial Resources and Liquidity – Exchange Rate and Interest Rate Risks sections in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K Report.

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Item 8. Financial Statements and Supplementary Data.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With our participation, an evaluation of the effectiveness of our internal control over financial reporting was conducted as of December 31, 2010, based on the framework and criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2010.

Our independent registered public accounting firm has issued an audit report on our internal control over financial reporting. Their report follows.

/s/ Michael A. Neal	/s/ Jeffrey S. Bornstein
Michael A. Neal	Jeffrey S. Bornstein
Chief Executive Officer	Chief Financial Officer

February 25, 2011

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Report of Independent Registered Public Accounting Firm

To the Board of Directors of

General Electric Capital Corporation:

We have audited the accompanying statement of financial position of General Electric Capital Corporation and consolidated affiliates (“GECC”) as of December 31, 2010 and 2009, and the related statements of earnings, changes in shareowner’s equity and cash flows for each of the years in the three-year period ended December 31, 2010. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in Item 15. We also have audited GECC’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSOR 21;). GECC’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, asse ssing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with author izations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements and schedule referred to above present fairly, in all material respects, the financial position of GECC as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, GECC maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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As discussed in Note 1 to the consolidated financial statements, GECC, in 2010, changed its method of accounting for consolidation of variable interest entities; in 2009, changed its method of accounting for impairment of debt securities, business combinations and noncontrolling interests; and in 2008, changed its method of accounting for fair value measurements and adopted the fair value option for certain financial assets and financial liabilities.

/s/ KPMG LLP                                           

KPMG LLP

Stamford, Connecticut

February 25, 2011

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General Electric Capital Corporation and consolidated affiliates

Statement of Earnings

For the years ended December 31 (In millions)		2010		2009		2008
Revenues
Revenues from services (Note 12)(a)	$	46,739	$	49,035	$	65,872
Other-than-temporary impairment on investment securities;
Total other-than-temporary impairment on investment securities		(431)		(571)		–
Less:  Portion of other-than-temporary impairment recognized in
accumulated other comprehensive income		199		312		–
Net other-than-temporary impairment on investment securities
recognized in earnings		(232)		(259)		–
Revenues from services (Note 12)		46,507		48,776		65,872
Sales of goods		533		970		1,773
Total revenues		47,040		49,746		67,645
Costs and expenses
Interest		14,924		17,491		24,570
Operating and administrative (Note 13)		14,181		14,641		18,363
Cost of goods sold		501		808		1,517
Investment contracts, insurance losses and insurance annuity benefits		144		210		491
Provision for losses on financing receivables (Note 4)		7,191		10,627		7,233
Depreciation and amortization (Note 5)		7,750		8,304		9,314
Total costs and expenses		44,691		52,081		61,488
Earnings (loss) from continuing operations before income taxes		2,349		(2,335)		6,157
Benefit for income taxes (Note 10)		932		3,812		2,137
Earnings from continuing operations		3,281		1,477		8,294
Earnings (loss) from discontinued operations, net of taxes (Note 2)		(974)		151		(641)
Net earnings		2,307		1,628		7,653
Less net earnings attributable to noncontrolling interests		16		15		231
Net earnings attributable to GECC	$	2,291	$	1,613	$	7,422
Amounts attributable to GECC
Earnings from continuing operations	$	3,265	$	1,462	$	8,063
Earnings (loss) from discontinued operations, net of taxes		(974)		151		(641)
Net earnings attributable to GECC	$	2,291	$	1,613	$	7,422

(a)   Excluding net other-than-temporary impairment on investment securities since April 1, 2009.

See accompanying notes.

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Statement of Changes in Shareowner’s Equity

(In millions)	2010		2009		2008
Changes in shareowner's equity (Note 11)
Balance at January 1	$	73,718	$	58,229	$	61,230
Dividends and other transactions with shareowner		86		8,579		3,036
Other comprehensive income (loss)
Investment securities - net		549		1,337		(1,988)
Currency translation adjustments - net		(2,721)		2,565		(8,705)
Cash flow hedges - net		469		1,437		(2,504)
Benefit plans - net		54		(67)		(262)
Total other comprehensive income (loss)		(1,649)		5,272		(13,459)
Increases from net earnings attributable to GECC		2,291		1,613		7,422
Comprehensive income (loss)		642		6,885		(6,037)
Cumulative effect of changes in accounting principles(a)		(1,565)		25		–
Balance at December 31		72,881		73,718		58,229
Noncontrolling interests(b)		1,164		2,204		2,383
Total equity balance at December 31	$	74,045	$	75,922	$	60,612

On January 1, 2009, we adopted an amendment to Accounting Standards Codification (ASC) 810, Consolidation, that requires certain changes to the presentation of our financial statements. This amendment requires us to classify noncontrolling interests (previously referred to as “minority interest”) as part of shareowner’s equity.

(a) On January 1, 2010, we adopted amendments to ASC 860, Transfers and Servicing, and ASC 810, Consolidation, and recorded a cumulative effect adjustment. See Notes 11 and 17. We adopted amendments to ASC 320, Investments – Debt and Equity Securities, and recorded a cumulative effect adjustment to increase retained earnings as of April 1, 2009. See Notes 3 and 11.

(b)   See Note 11 for an explanation of the changes in noncontrolling interests for 2010 and 2009.

See accompanying notes.

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General Electric Capital Corporation and consolidated affiliates

Statement of Financial Position

At December 31 (In millions, except share amounts)	2010		2009
Assets
Cash and equivalents	$	59,553	$	61,923
Investment securities (Note 3)		17,952		26,911
Inventories		66		71
Financing receivables – net (Notes 4 and 16)		319,277		326,941
Other receivables		13,669		17,755
Property, plant and equipment– net (Note 5)		53,750		56,453
Goodwill (Note 6)		27,593		28,463
Other intangible assets – net (Note 6)		1,876		2,841
Other assets (Note 7)		79,045		86,224
Assets of businesses held for sale (Note 2)		3,127		125
Assets of discontinued operations (Note 2)		5,228		15,078
Total assets(a)	$	581,136	$	622,785
Liabilities and equity
Short-term borrowings (Note 8)	$	113,646	$	127,947
Accounts payable		6,841		10,986
Non-recourse borrowings of consolidated securitization entities (Note 8)		30,060		3,883
Bank deposits (Note 8)		37,298		33,519
Long-term borrowings (Note 8)		284,346		325,358
Investment contracts, insurance liabilities and insurance annuity benefits (Note 9)		5,779		8,687
Other liabilities		20,434		22,652
Deferred income taxes (Note 10)		6,195		5,739
Liabilities of businesses held for sale (Note 2)		592		55
Liabilities of discontinued operations (Note 2)		1,900		8,037
Total liabilities(a)		507,091		546,863
Common stock, $14 par value (4,166,000 shares authorized at December 31, 2010 and 2009,		56		56
and 3,985,404 shares issued and outstanding at December 31, 2010 and 2009, respectively)
Accumulated other comprehensive income – net(b)
Investment securities		(337)		(676)
Currency translation adjustments		(1,541)		1,228
Cash flow hedges		(1,347)		(1,816)
Benefit plans		(380)		(434)
Additional paid-in capital		28,463		28,431
Retained earnings		47,967		46,929
Total GECC shareowner's equity		72,881		73,718
Noncontrolling interests(c)		1,164		2,204
Total equity (Note 11)		74,045		75,922
Total liabilities and equity	$	581,136	$	622,785

(a)   Our consolidated assets at December 31, 2010 include total assets of $47,023 million of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs. These assets include net financing receivables of $38,612 million and investment securities of $5,706 million. Our consolidated liabilities at December 31, 2010 include liabilities of certain VIEs for which the VIE creditors do not have recourse to General Electric Capital Services, Inc. (GECS). These liabilities include non-recourse borrowings of consolidated securitization entities (CSEs) of $29,444 million. See Note 17.

(b)   The sum of accumulated other comprehensive income – net was $(3,605) million and $(1,698) million at December 31, 2010 and 2009, respectively.

(c)   Included accumulated other comprehensive income – net attributable to noncontrolling interests of $(137) million and $(191) million at December 31, 2010 and 2009, respectively.

See accompanying notes.

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General Electric Capital Corporation and consolidated affiliates

Statement of Cash Flows

For the years ended December 31 (In millions)		2010	2009		2008
Cash flows – operating activities
Net earnings	$	2,307	$	1,628	$	7,653
Less net earnings attributable to noncontrolling interests		16		15		231
Net earnings attributable to GECC		2,291		1,613		7,422
(Earnings) loss from discontinued operations		974		(151)		641
Adjustments to reconcile net earnings attributable to GECC
to cash provided from operating activities
Depreciation and amortization of property, plant and equipment		7,750		8,304		9,314
Deferred income taxes		1,232		(2,335)		(896)
Decrease (increase) in inventories		5		(6)		(14)
Increase (decrease) in accounts payable		(300)		(480)		(824)
Provision for losses on financing receivables		7,191		10,627		7,233
All other operating activities (Note 19)		1,310		(10,992)		6,708
Cash from (used for) operating activities – continuing operations		20,453		6,580		29,584
Cash from (used for) operating activities – discontinued operations		546		189		960
Cash from (used for) operating activities		20,999		6,769		30,544
Cash flows – investing activities
Additions to property, plant and equipment		(7,674)		(6,440)		(13,321)
Dispositions of property, plant and equipment		7,200		6,734		10,865
Net decrease (increase) in financing receivables (Note 19)		26,298		43,179		(17,034)
Proceeds from sales of discontinued operations		2,510		–		5,220
Proceeds from principal business dispositions		1,171		9,088		4,928
Payments for principal businesses purchased		(559)		(7,414)		(24,961)
All other investing activities (Note 19)		8,042		(388)		6,970
Cash from (used for) investing activities – continuing operations		36,988		44,759		(27,333)
Cash from (used for) investing activities – discontinued operations		(2,260)		1,381		(1,036)
Cash from (used for) investing activities		34,728		46,140		(28,369)
Cash flows – financing activities
Net increase (decrease) in borrowings (maturities of 90 days or less)		(840)		(27,075)		(45,217)
Net increase (decrease) in bank deposits		4,603		(3,784)		20,623
Newly issued debt (maturities longer than 90 days) (Note 19)		37,627		81,280		115,842
Repayments and other debt reductions (maturities longer than 90 days) (Note 19)		(97,456)		(83,341)		(66,895)
Dividends paid to shareowner		–		–		(2,351)
Capital contribution and share issuance		–		8,750		5,500
Purchases of subsidiary shares from noncontrolling interests		(633)		–		–
All other financing activities (Note 19)		(2,904)		(2,215)		(1,297)
Cash from (used for) financing activities – continuing operations		(59,603)		(26,385)		26,205
Cash from (used for) financing activities – discontinued operations		(116)		131		(59)
Cash from (used for) financing activities		(59,719)		(26,254)		26,146
Effect of currency exchange rate changes on cash and equivalents		(208)		619		(633)
Increase (decrease) in cash and equivalents		(4,200)		27,274		27,688
Cash and equivalents at beginning of year		63,879		36,605		8,917
Cash and equivalents at end of year		59,679		63,879		36,605
Less cash and equivalents of discontinued operations at end of year		126		1,956		255
Cash and equivalents of continuing operations at end of year	$	59,553	$	61,923	$	36,350
Supplemental disclosure of cash flows information
Cash paid during the year for interest	$	(16,189)	$	(18,742)	$	(24,402)
Cash recovered (paid) during the year for income taxes		(1)		207		(1,121)

See accompanying notes.

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General Electric Capital Corporation and consolidated affiliates

Notes to Consolidated Financial Statements

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Principles

Our financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP).

Consolidation

All of our outstanding common stock is owned by General Electric Capital Services, Inc. (GE Capital Services or GECS), all of whose common stock is owned by General Electric Company (GE Company or GE). Our financial statements consolidate all of our affiliates – entities in which we have a controlling financial interest, most often because we hold a majority voting interest. We also consolidate the economic interests we hold in certain businesses within companies in which we hold a voting equity interest and are majority owned by our ultimate parent, but which we have agreed to actively manage and control.

To determine if we hold a controlling financial interest in an entity we first evaluate if we are required to apply the Variable Interest Entity (VIE) model to the entity, otherwise the entity is evaluated under the Voting Interest model. Where we hold current or potential rights that give us the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, we have a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the design of an entity we reconsider whether it is subject to t he VIE model. We continuously evaluate whether we have a controlling financial interest in a VIE.

We hold a controlling financial interest in other entities where we currently hold, directly or indirectly, more than 50% of the voting rights or where we exercise control through substantive participating rights or as a general partner. Where we are a general partner we consider substantive removal rights held by other partners in determining if we hold a controlling financial interest. We evaluate whether we have a controlling financial interest in these entities when our voting or substantive participating rights change.

Associated companies are unconsolidated VIEs and other entities in which we do not have a controlling financial interest, but over which we have significant influence, most often because we hold a voting interest of 20% to 50%. Associated companies are accounted for as equity method investments. Results of associated companies are presented on a one-line basis. Investments in and advances to associated companies are presented on a one-line basis in the caption “Other assets” in our Statement of Financial Position, net of allowance for losses that represents our best estimate of probable losses inherent in such assets.

Financial Statement Presentation

We have reclassified certain prior-year amounts to conform to the current-year’s presentation.

Financial data and related measurements are presented in the following categories:

Consolidated - This represents the adding together all businesses and affiliates, giving effect to the elimination of transactions between affiliates.

Operating Segments - These comprise our five businesses, focused on the broad markets they serve: Commercial Lending and Leasing (CLL), Consumer, Real Estate, Energy Financial Services and GE Capital Aviation Services (GECAS). Prior-period information has been reclassified to be consistent with how we managed our businesses in 2010.

Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations. Certain of our operations have been presented as discontinued. See Note 2.

The effects of translating to U.S. dollars the financial statements of non-U.S. affiliates whose functional currency is the local currency are included in shareowner’s equity. Asset and liability accounts are translated at year-end exchange rates, while revenues and expenses are translated at average rates for the respective periods.

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Preparing financial statements in conformity with U.S. GAAP requires us to make estimates based on assumptions about current, and for some estimates future, economic and market conditions (for example, unemployment, market liquidity, the real estate market, etc.), which affect reported amounts and related disclosures in our financial statements. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that in 2011 actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in future impairments of investment securities, goodwill, intangibles and long-lived assets, incremental losses on financing receivables, es tablishment of valuation allowances on deferred tax assets and increased tax liabilities.

Sales of Goods

We record all sales of goods only when a firm sales agreement is in place, delivery has occurred and collectibility of the fixed or determinable sales price is reasonably assured. If customer acceptance of goods is not assured, we record sales only upon formal customer acceptance.

Revenues from Services (Earned Income)

We use the interest method to recognize income on loans. Interest on loans includes origination, commitment and other non-refundable fees related to funding (recorded in earned income on the interest method). We stop accruing interest at the earlier of the time at which collection of an account becomes doubtful or the account becomes 90 days past due. Previously recognized interest income that was accrued but not collected from the borrower is evaluated as part of the overall receivable in determining the adequacy of the allowance for losses.Although we stop accruing interest in advance of payments, we recognize interest income as cash is collected when appropriate, provided the amount does not exceed that which would have been earned at the historical effective interest r ate; otherwise, payments received are applied to reduce the principal balance of the loan. We resume accruing interest on nonaccrual, non-restructured commercial loans only when (a) payments are brought current according to the loan’s original terms and (b) future payments are reasonably assured. When we agree to restructured terms with the borrower, we resume accruing interest only when it is reasonably assured that we will recover full contractual payments, and such loans pass underwriting reviews equivalent to those applied to new loans. We resume accruing interest on nonaccrual consumer loans when the customer’s account is less than 90 days past due and collection of such amounts is probable. Interest accruals on modified consumer loans that are not considered to be troubled debt restructurings (TDRs) may return to current status (re-aged) only after receipt of at least three consecutive minimum monthly payments or the equivalent cumulat ive amount, subject to a re-aging limitation of once a year, or twice in a five-year period.

We recognize financing lease income on the interest method to produce a level yield on funds not yet recovered. Estimated unguaranteed residual values are based upon management's best estimates of the value of the leased asset at the end of the lease term. We use various sources of data in determining this estimate, including information obtained from third parties, which is adjusted for the attributes of the specific asset under lease. Guarantees of residual values by unrelated third parties are considered part of minimum lease payments. Significant assumptions we use in estimating residual values include estimated net cash flows over the remaining lease term, anticipated results of future remarketing, and estimated future component part and scrap metal prices, discounted at an appropriate rate.

We recognize operating lease income on a straight-line basis over the terms of underlying leases.

Fees include commitment fees related to loans that we do not expect to fund and line-of-credit fees. We record these fees in earned income on a straight-line basis over the period to which they relate. We record syndication fees in earned income at the time related services are performed, unless significant contingencies exist.

Depreciation and Amortization

The cost of our equipment leased to others on operating leases is depreciated on a straight-line basis to estimated residual value over the lease term or over the estimated economic life of the equipment.

The cost of acquired real estate investments is depreciated on a straight-line basis to the estimated salvage value over the expected useful life or the estimated proceeds upon sale of the investment at the end of the expected holding period if that approach produces a higher measure of depreciation expense.

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The cost of intangible assets is generally amortized on a straight-line basis over the asset’s estimated economic life. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. See Notes 5 and 6.

Losses on Financing Receivables

Losses on financing receivables are recognized when they are incurred, which requires us to make our best estimate of probable losses inherent in the portfolio. The method for calculating the best estimate of losses depends on the size, type and risk characteristics of the related financing receivable. Such an estimate requires consideration of historical loss experience, adjusted for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates, financial health of specific customers and market sectors, collateral values (including housing price indices as applicable), and the present and expected future levels of interest rates. The underlying assumptions, estimates and assessments we use to provide for losses are updated periodically to reflect our view of current conditions. Changes in such estimates can significantly affect the allowance and provision for losses. It is possible that we will experience credit losses that are different from our current estimates. Write-offs are deducted from the allowance for losses when we judge the principal to be uncollectible and subsequent recoveries are added to the allowance at the time cash is received on a written-off account.

"Impaired" loans are defined as larger balance or restructured loans for which it is probable that the lender will be unable to collect all amounts due according to the original contractual terms of the loan agreement. TDRs are those loans for which we have granted a concession to a borrower experiencing financial difficulties where we do not receive adequate compensation. Such loans are classified as impaired, and are individually reviewed for specific reserves.

“Delinquent” receivables are those that are 30 days or more past due based on their contractual terms; and “nonearning” receivables are those that are 90 days or more past due (or for which collection is otherwise doubtful). Nonearning receivables exclude loans purchased at a discount (unless they have deteriorated post acquisition). Under ASC 310, Receivables, these loans are initially recorded at fair value and accrete interest income over the estimated life of the loan based on reasonably estimable cash flows even if the underlying loans are contractually delinquent at acquisition. In addition, nonearning receivables exclude loans that are paying on a cash accounting basis but classified as nonaccrual and impaired. “Nonaccrual” financing receiv ables include all nonearning receivables and are those on which we have stopped accruing interest. We stop accruing interest at the earlier of the time at which collection of an account becomes doubtful or the account becomes 90 days past due. Recently restructured financing receivables are not considered delinquent when payments are brought current according to the restructured terms, but may remain classified as nonaccrual until there has been a period of satisfactory payment performance by the borrower and future payments are reasonably assured of collection.

When we repossess collateral in satisfaction of a loan, we write down the receivable against the allowance for losses. Repossessed collateral is included in the caption “All other assets” in the Statement of Financial Position and carried at the lower of cost or estimated fair value less costs to sell.

We write off unsecured closed-end installment loans at 120 days contractually past due and unsecured open-ended revolving loans at 180 days contractually past due. We write down consumer loans secured by collateral other than residential real estate when such loans are 120 days past due. Consumer loans secured by residential real estate (both revolving and closed-end loans) are written down to the fair value of collateral, less costs to sell, no later than when they become 360 days past due. Unsecured consumer loans in bankruptcy are written off within 60 days of notification of filing by the bankruptcy court or within contractual write-off periods, whichever occurs earlier.

Write-offs on larger balance impaired commercial loans are based on amounts deemed uncollectible and are reviewed quarterly. Write-offs on Real Estate loans are recorded upon initiation of foreclosure or early settlement by the borrower, or in some cases, based on the passage of time depending on specific facts and circumstances. In CLL, loans are written off when deemed uncollectible (e.g., when the borrower enters restructuring, collateral is to be liquidated or at 180 days past due for smaller balance homogeneous loans).

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Our consumer loan portfolio consists of smaller balance, homogeneous loans including card receivables, installment loans, auto loans and leases and residential mortgages. We collectively evaluate each portfolio for impairment quarterly. The allowance for losses on these receivables is established through a process that estimates the probable losses inherent in the portfolio based upon statistical analyses of portfolio data. These analyses include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, together with other analyses that reflect current trends and conditions. We also consider overall portfolio indicators including nonearning loans, trends in loan volume and lending terms, credit policies and other observable environmental factors such as unemployment ra tes and home price indices.

Our commercial loan and lease portfolio consists of a variety of loans and leases, including both larger-balance, non-homogeneous loans and leases and smaller-balance homogeneous commercial and equipment loans and leases. Losses on such loans and leases are recorded when probable and estimable. We routinely evaluate our entire portfolio for potential specific credit or collection issues that might indicate an impairment. For larger-balance, non-homogeneous loans and leases, we consider the financial status, payment history, collateral value, industry conditions and guarantor support related to specific customers. Any delinquencies or bankruptcies are indications of potential impairment requiring further assessment of collectibility. We routinely receive financial as well as rating agency reports on our customers, and we elevate for furthe r attention those customers whose operations we judge to be marginal or deteriorating. We also elevate customers for further attention when we observe a decline in collateral values for asset-based loans. While collateral values are not always available, when we observe such a decline, we evaluate relevant markets to assess recovery alternatives – for example, for real estate loans, relevant markets are local; for commercial aircraft loans, relevant markets are global. Measurement of the loss on our impaired loans is based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of collateral, net of expected selling costs, if the loan is determined to be collateral dependent. We determine whether a loan is collateral dependent if the repayment of the loan is expected to be provided solely by the underlying collateral. Our review process can often result in reserves being established in advance of a modification of terms or designation as a TDR. After providing for specific incurred losses, we then determine an allowance for losses that have been incurred in the balance of the portfolio but cannot yet be identified to a specific loan or lease. This estimate is based upon various statistical analyses considering historical and projected default rates and loss severity and aging, as well as our view on current market and economic conditions. It is prepared by each respective line of business. For Real Estate, this includes converting economic indicators into real estate market indicators that are calibrated by market and asset class and which are used to project expected performance of the portfolio based on specific loan portfolio metrics.

We consider multiple factors in evaluating the adequacy of our allowance for losses on Real Estate financing receivables, including loan-to-value ratios, collateral values at the individual loan level, debt service coverage ratios, delinquency status, and economic factors including interest rate and real estate market forecasts. In addition to evaluating these factors, we deem a Real Estate loan to be impaired if its projected loan-to-value ratio at maturity is in excess of 100%, even if the loan is currently paying in accordance with its contractual terms. The allowance for losses on Real Estate financing receivables is based on a discounted cash flow methodology, except in situations where the loan is within 24 months of maturity or foreclosure is deemed probable, in which case reserves are based on collateral values. If foreclosure is deemed probable or if repayment is dependent solely on the sale of collateral, we deduct estimated selling costs from the fair value of the underlying collateral values. Collateral values for our Real Estate loans are determined based upon internal cash flow estimates discounted at an appropriate rate and corroborated by external appraisals, as appropriate. Collateral valuations are updated at least semi-annually, or more frequently, for higher risk loans. A substantial majority of our Real Estate impaired loans have specific reserves that are determined based on the underlying collateral values. For further discussion on determining fair value see the Fair Value Measurements section below.

Experience is not available for new products; therefore, while we are developing that experience, we set loss allowances based on our experience with the most closely analogous products in our portfolio.

Our loss mitigation strategy intends to minimize economic loss and, at times, can result in rate reductions, principal forgiveness, extensions, forbearance or other actions, which may cause the related loan to be classified as a TDR.

We utilize certain loan modification programs for borrowers experiencing temporary financial difficulties in our Consumer loan portfolio. These loan modification programs are primarily concentrated in our U.S. credit card and non-U.S. residential mortgage portfolios and include short-term (12 months or less) interest rate reductions and payment deferrals, which were not part of the terms of the original contract. We sold our U.S. residential mortgage business in 2007 and as such, do not participate in the U.S. government-sponsored mortgage modification programs.

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Our allowance for losses on financing receivables on these modified consumer loans is determined based upon a formulaic approach that estimates the probable losses inherent in the portfolio based upon statistical analyses of the portfolio. Data related to redefault experience is also considered in our overall reserve adequacy review. Once the loan has been modified, it returns to current status (re-aged) only after receipt of at least three consecutive minimum monthly payments or the equivalent cumulative amount, subject to a re-aging limitation of once a year, or twice in a five-year period in accordance with the Federal Financial Institutions Examination Council guidelines on Uniform Retail Credit Classification and Account Management policy issued in June 2000. We believe that the allowance for losses would not be materially different had we not re-aged these accounts.

For commercial loans, we evaluate changes in terms and conditions to determine whether those changes meet the criteria for classification as a TDR on a loan-by-loan basis. In CLL, these changes primarily include: changes to covenants, short-term payment deferrals and maturity extensions. For these changes, we receive economic consideration, including additional fees and/or increased interest rates, and evaluate them under our normal underwriting standards and criteria. Changes to Real Estate’s loans primarily include maturity extensions, principal payment acceleration, changes to collateral terms, and cash sweeps, which are in addition to, or sometimes in lieu of, fees and rate increases. The determination of whether these changes to the terms and conditions of our commercial loans meet the TDR criteria includes our consideration of all of the relevant facts and circumstances. When the borrower is experiencing financial difficulty, we carefully evaluate these changes to determine whether they meet the form of a concession. In these circumstances, if the change is deemed to be a concession, we classify the loan as a TDR.

Partial Sales of Business Interests

On January 1, 2009, we adopted amendments to Accounting Standards Codification (ASC) 810, Consolidation, which requires that gains or losses on sales of affiliate shares where we retain a controlling financial interest to be recorded in equity. Gains or losses on sales that result in our loss of a controlling financial interest are recorded in earnings along with remeasurement gains or losses on any investments in the entity that we retained. Effective January 1, 2009, we adopted Accounting Standards Update (ASU) 2010-02, Accounting and Reporting for Decreases in Ownership of a Subsidiary, which clarified the scope of Topic 810, Consolidation. Prior to January 1, 2009, w e recorded gains or losses on sales of their own shares by affiliates except when realization of gains was not reasonably assured, in which case we recorded the results in shareowner’s equity.

Cash and Equivalents

Debt securities and money market instruments with original maturities of three months or less are included in cash equivalents unless designated as available-for-sale and classified as investment securities.

Investment Securities

We report investments in debt and marketable equity securities, and certain other equity securities, at fair value. See Note 14 for further information on fair value. Unrealized gains and losses on available-for-sale investment securities are included in shareowner’s equity, net of applicable taxes and other adjustments. We regularly review investment securities for impairment using both quantitative and qualitative criteria.

If we do not intend to sell the security or it is not more likely than not that we will be required to sell the security before recovery of our amortized cost, we evaluate qualitative criteria to determine whether we do not expect to recover the amortized cost basis of the security, such as the financial health of and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. We also evaluate quantitative criteria including determining whether there has been an adverse change in expected future cash flows. If we do not expect to recover the entire amortized cost basis of the security, we consider the security to be other-than-temporarily impaired, and we record the difference between the security’s amortized cost basis and its recoverable amount in earnings and the difference between the security’s recoverable amount and fair value in other comprehensive income. If we intend to sell the security or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis, the security is also considered other-than-temporarily impaired and we recognize the entire difference between the security’s amortized cost basis and its fair value in earnings.

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Prior to April 1, 2009, unrealized losses that were other-than-temporary were recognized in earnings at an amount equal to the difference between the security’s amortized cost and fair value. In determining whether the unrealized loss was other-than-temporary, we considered both quantitative and qualitative criteria. Quantitative criteria included the length of time and magnitude of the amount that each security was in an unrealized loss position and, for securities with fixed maturities, whether the issuer was in compliance with terms and covenants of the security. For structured securities, we evaluated whether there was an adverse change in the timing or amount of expected cash flows. Qualitative criteria included the financial health of and specific prospects for the issuer, as well as our intent and ability to hold the security to maturity or until forecasted recovery.

Realized gains and losses are accounted for on the specific identification method. Unrealized gains and losses on investment securities classified as trading and certain retained interests are included in earnings.

Inventories

All inventories are stated at the lower of cost or realizable values. Our inventories consist of finished products held for sale; cost is determined on a first-in, first-out basis.

Intangible Assets

We do not amortize goodwill, but test it at least annually for impairment at the reporting unit level. A reporting unit is the operating segment, or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value and the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill. We use discounted cash flows to establish fair values. When available and as appropriate, we use comparative market multiples to corroborate discounted cash flow results. When all or a portion of a reporting unit is disposed of, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business disposed of and the portion of the reporting unit that will be retained.

We amortize the cost of other intangibles over their estimated useful lives. The cost of intangible assets is generally amortized on a straight-line basis over the asset’s estimated economic life. Amortizable intangible assets are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values.

Investment Contracts, Insurance Liabilities and Insurance Annuity Benefits

Certain entities, which we consolidate, provide guaranteed investment contracts to states, municipalities and municipal authorities.

Our insurance activities also include providing insurance and reinsurance for life and health risks and providing certain annuity products. Three product groups are provided: traditional insurance contracts, investment contracts and universal life insurance contracts. Insurance contracts are contracts with significant mortality and/or morbidity risks, while investment contracts are contracts without such risks. Universal life insurance contracts are a particular type of long-duration insurance contract whose terms are not fixed and guaranteed.

For short-duration insurance contracts, including accident and health insurance, we report premiums as earned income over the terms of the related agreements, generally on a pro-rata basis. For traditional long-duration insurance contracts including term, whole life and annuities payable for the life of the annuitant, we report premiums as earned income when due.

Premiums received on investment contracts (including annuities without significant mortality risk) and universal life contracts are not reported as revenues but rather as deposit liabilities. We recognize revenues for charges and assessments on these contracts, mostly for mortality, contract initiation, administration and surrender. Amounts credited to policyholder accounts are charged to expense.

Liabilities for traditional long-duration insurance contracts represent the present value of such benefits less the present value of future net premiums based on mortality, morbidity, interest and other assumptions at the time the policies were issued or acquired. Liabilities for investment contracts and universal life policies equal the account value, that is, the amount that accrues to the benefit of the contract or policyholder including credited interest and assessments through the financial statement date.

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Liabilities for unpaid claims and estimated claim settlement expenses represent our best estimate of the ultimate obligations for reported and incurred-but-not-reported claims and the related estimated claim settlement expenses. Liabilities for unpaid claims and estimated claim settlement expenses are continually reviewed and adjusted through current operations.

Fair Value Measurements

For financial assets and liabilities measured at fair value on a recurring basis, fair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1  – Quoted prices for identical instruments in active markets.

Level 2  –  Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3  –  Significant inputs to the valuation model are unobservable.

We maintain policies and procedures to value instruments using the best and most relevant data available. In addition, we have risk management teams that review valuation, including independent price validation for certain instruments. Further, in other instances, we retain independent pricing vendors to assist in valuing certain instruments.

The following section describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis.

Investments in Debt and Equity Securities. When available, we use quoted market prices to determine the fair value of investment securities, and they are included in Level 1. Level 1 securities primarily include publicly-traded equity securities.

When quoted market prices are unobservable, we obtain pricing information from an independent pricing vendor. The pricing vendor uses various pricing models for each asset class that are consistent with what other market participants would use. The inputs and assumptions to the model of the pricing vendor are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and other market-related data. Since many fixed income securities do not trade on a daily basis, the methodology of the pricing vendor uses available information as applicable such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The pricing vendor considers available market observable inputs in determining the evaluation for a securit y. Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information. These investments are included in Level 2 and primarily comprise our portfolio of corporate fixed income, and government, mortgage and asset-backed securities. In infrequent circumstances, our pricing vendors may provide us with valuations that are based on significant unobservable inputs, and in those circumstances we classify the investment securities in Level 3.

Annually, we conduct reviews of our primary pricing vendor to validate that the inputs used in that vendor’s pricing process are deemed to be market observable as defined in the standard. While we were not provided access to proprietary models of the vendor, our reviews have included on-site walk-throughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. Our review also included an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process we continue to perform for each reporting period. In addition, the pricing vendor has an established challenge process in place for all security valuations, which facilitates identification and resolution of potentially erroneous prices. We believe that the prices received from our pricing vendor are representative of prices that would be received to sell the assets at the measurement date (exit prices) and are classified appropriately in the hierarchy.

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We use non-binding broker quotes as our primary basis for valuation when there is limited, or no, relevant market activity for a specific instrument or for other instruments that share similar characteristics. We have not adjusted the prices we have obtained. Investment securities priced using non-binding broker quotes are included in Level 3. As is the case with our primary pricing vendor, third-party brokers do not provide access to their proprietary valuation models, inputs and assumptions. Accordingly, our risk management personnel conduct internal reviews of pricing for all such investment securities quarterly to ensure reasonableness of valuations used in our financial statements. These reviews are designed to identify prices that appear stale, those that have changed significantly from prior valuations, and other anomalies that may indicate that a price may not be accurate. Based on the information available, we believe that the fair values provided by the brokers are representative of prices that would be received to sell the assets at the measurement date (exit prices).

Retained interests in securitizations are valued using a discounted cash flow model that considers the underlying structure of the securitization and estimated net credit exposure, prepayment assumptions, discount rates and expected life.

Derivatives. We use closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the-counter markets.

The majority of our derivatives are valued using internal models. The models maximize the use of market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, cross-currency swaps and foreign currency and commodity forward and option contracts.

Derivative assets and liabilities included in Level 3 primarily represent interest rate products that contain embedded optionality or prepayment features.

Non-Recurring Fair Value Measurements. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. These assets can include loans and long-lived assets that have been reduced to fair value when they are held for sale, impaired loans that have been reduced based on the fair value of the underlying collateral, cost and equity method investments and long-lived assets that are written down to fair value when they are impaired and the remeasurement of retained investments in formerly consolidated subsidiaries upon a change in control that results in deconsolidation of a subsidiary, if we sell a controlling interest and retain a noncontrolling st ake in the entity. Assets that are written down to fair value when impaired and retained investments are not subsequently adjusted to fair value unless further impairment occurs.

The following describes the valuation methodologies we use to measure financial and non-financial instruments accounted for at fair value on a non-recurring basis.

Loans. When available, we use observable market data, including pricing on recent closed market transactions, to value loans that are included in Level 2. When this data is unobservable, we use valuation methodologies using current market interest rate data adjusted for inherent credit risk, and such loans are included in Level 3. When appropriate, loans are valued using collateral values as a practical expedient (see Long-Lived Assets below).

Cost and Equity Method Investments. Cost and equity method investments are valued using market observable data such as quoted prices when available. When market observable data is unavailable, investments are valued using a discounted cash flow model, comparative market multiples or a combination of both approaches as appropriate. These investments are generally included in Level 3.

Investments in private equity, real estate and collective funds are valued using net asset values. The net asset values are determined based on the fair values of the underlying investments in the funds. Investments in private equity and real estate funds are generally included in Level 3 because they are not redeemable at the measurement date. Investments in collective funds are included in Level 2.

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Long-lived Assets. Fair values of long-lived assets, including aircraft and real estate, are primarily derived internally and are based on observed sales transactions for similar assets. In other instances, for example, collateral types for which we do not have comparable observed sales transaction data, collateral values are developed internally and corroborated by external appraisal information. Adjustments to third party valuations may be performed in circumstances where market comparables are not specific to the attributes of the specific collateral or appraisal information may not be reflective of current market conditions due to the passage of time and the occurrence of market events since receipt of the information. For real estate, fair values are based on discounted cash flo w estimates which reflect current and projected lease profiles and available industry information about capitalization rates and expected trends in rents and occupancy and are corroborated by external appraisals. These investments are generally included in Level 3.

Retained Investments in Formerly Consolidated Subsidiaries. Upon a change in control that results in deconsolidation of a subsidiary, the fair value measurement of our retained noncontrolling stake in the former subsidiary is valued using an income approach, a market approach, or a combination of both approaches as appropriate. In applying these methodologies, we rely on a number of factors, including actual operating results, future business plans, economic projections, market observable pricing multiples of similar businesses and comparable transactions, and possible control premium. These investments are included in Level 3.

Accounting Changes

The Financial Accounting Standards Board (FASB) made the Accounting Standards Codification (ASC) effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC combines all previously issued authoritative GAAP into one set of guidance codified by subject area. In these financial statements, references to previously issued accounting standards have been replaced with the relevant ASC references. Subsequent revisions to GAAP by the FASB are incorporated into the ASC through issuance of Accounting Standards Updates (ASU).

On January 1, 2010, we adopted ASU 2009-16 and ASU 2009-17, amendments to ASC 860, Transfers and Servicing, and ASC 810, Consolidation, respectively (ASU 2009-16 & 17). ASU 2009-16 eliminated the Qualified Special Purpose Entity (QSPE) concept, and ASU 2009-17 required that all such entities be evaluated for consolidation as VIEs. Adoption of these amendments resulted in the consolidation of all of our sponsored QSPEs. In addition, we consolidated assets of VIEs related to direct investments in entities that hold loans and fixed income securities and a small number of companies to which we have extended loans in the ordinary course of business and subsequently were subject to a TDR.

We consolidated the assets and liabilities of these entities at amounts at which they would have been reported in our financial statements had we always consolidated them. We also deconsolidated certain entities where we did not meet the definition of the primary beneficiary under the revised guidance; however the effect was insignificant at January 1, 2010. The incremental effect on total assets and liabilities, net of our investment in these entities, was an increase of $30,917 million and $32,359 million, respectively, at January 1, 2010. The net reduction of total equity (including noncontrolling interests) was $1,442 million at January 1, 2010, principally related to the reversal of previously recognized securitization gains as a cumulative effect adjustment to retained earnings. See Note 17 for additional information.

On January 1, 2009, we adopted an amendment to ASC 805, Business Combinations. This amendment significantly changed the accounting for business acquisitions both during the period of the acquisition and in subsequent periods. Among the more significant changes in the accounting for acquisitions are the following:

·   Acquired in-process research and development (IPR&D) is accounted for as an asset, with the cost recognized as the research and development is realized or abandoned. IPR&D was previously expensed at the time of the acquisition.

·   Contingent consideration is recorded at fair value as an element of purchase price with subsequent adjustments recognized in operations. Contingent consideration was previously accounted for as a subsequent adjustment of purchase price.

·   Subsequent decreases in valuation allowances on acquired deferred tax assets are recognized in operations after the measurement period. Such changes were previously considered to be subsequent changes in consideration and were recorded as decreases in goodwill.

·   Transaction costs are expensed. These costs were previously treated as costs of the acquisition.

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·   Upon gaining control of an entity in which an equity method or cost basis investment was held, the carrying value of that investment is adjusted to fair value with the related gain or loss recorded in earnings. Previously, this fair value adjustment would not have been made.

In April 2009, the FASB amended ASC 805 and changed the previous accounting for assets and liabilities arising from contingencies in a business combination. We adopted this amendment retrospectively effective January 1, 2009. The amendment requires pre-acquisition contingencies to be recognized at fair value, if fair value can be determined or reasonably estimated during the measurement period. If fair value cannot be determined or reasonably estimated, the standard requires measurement based on the recognition and measurement criteria of ASC 450, Contingencies.

On January 1, 2009, we adopted an amendment to ASC 810, that requires us to make certain changes to the presentation of our financial statements. This amendment requires us to classify earnings attributable to noncontrolling interests (previously referred to as “minority interest”) as part of consolidated net earnings ($16 million and $15 million for 2010 and 2009, respectively) and to include the accumulated amount of noncontrolling interests as part of shareowner’s equity ($1,164 million and $2,204 million at December 31, 2010 and 2009, respectively). The net earnings amounts we have previously reported are now presented as "Net earnings attributable to GECC". Similarly, in our presentation of shareowner’s equity, we distinguish between equity amounts attributable to GECC shareowner and amounts attributable to th e noncontrolling interests – previously classified as minority interest outside of shareowner’s equity. Beginning January 1, 2009, dividends to noncontrolling interests ($7 million and $11 million in 2010 and 2009, respectively) are classified as financing cash flows. In addition to these financial reporting changes, this guidance provides for significant changes in accounting related to noncontrolling interests; specifically, increases and decreases in our controlling financial interests in consolidated subsidiaries will be reported in equity similar to treasury stock transactions. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings.

We adopted amendments to ASC 320, Investments – Debt and Equity Securities, and recorded a cumulative effect adjustment to increase retained earnings as of April 1, 2009, of $25 million. See Note 3.

We adopted ASC 820, Fair Value Measurements and Disclosures, in two steps; effective January 1, 2008, we adopted it for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis and effective January 1, 2009, for all non-financial instruments accounted for at fair value on a non-recurring basis. This guidance establishes a new framework for measuring fair value and expands related disclosures. See Note 14.

Effective January 1, 2008, we adopted ASC 825, Financial Instruments. Upon adoption, we elected to report $172 million of commercial mortgage loans at fair value in order to recognize them on the same accounting basis (measured at fair value through earnings) as the derivatives economically hedging these loans.

NOTE 2. ASSETS AND LIABILITIES OF BUSINESSES HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets and Liabilities of Businesses Held for Sale

In 2010, we committed to sell our Consumer businesses in Argentina, Brazil and Canada, a CLL business in South Korea, and our Interpark business in Real Estate. Assets and liabilities of these businesses of $3,127 million and $592 million, respectively, were classified as held for sale at December 31, 2010.

On January 7, 2009, we exchanged our Consumer businesses in Austria and Finland, the credit card and auto businesses in the U.K., and the credit card business in Ireland for a 100% ownership interest in Interbanca S.p.A., an Italian corporate bank. We recognized a $184 million loss, net of tax, related to the classification of the assets held for sale at the lower of carrying amount or estimated fair value less costs to sell.

On December 24, 2008, we committed to sell a portion of our Australian residential mortgage business, including certain underlying mortgage receivables, and completed this sale during the first quarter of 2009. We recognized a $38 million loss, net of tax, related to the classifications of the assets held for sale at the lower of carrying amount or estimated fair value less costs to sell.

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Summarized financial information for businesses held for sale is shown below.

December 31 (In millions)	2010		2009
Assets
Financing receivables - net	$	1,917	$	42
Intangible assets - net		187		10
Other		1,023		73
Assets of businesses held for sale	$	3,127	$	125
Liabilities
Liabilities of businesses held for sale	$	592	$	55

Discontinued Operations

Discontinued operations primarily comprised BAC Credomatic GECF Inc. (BAC) (our Central American bank and card business), GE Money Japan (our Japanese personal loan business, Lake, and our Japanese mortgage and card businesses, excluding our investment in GE Nissen Credit Co., Ltd.), our U.S. mortgage business (WMC), our U.S. recreational vehicle and marine equipment financing business (Consumer RV Marine) and Consumer Mexico. Associated results of operations, financial position and cash flows are separately reported as discontinued operations for all periods presented.

Summarized financial information for discontinued operations is shown below.

(In millions)	2010		2009		2008
Operations
Total revenues	$	1,417	$	1,509	$	1,626
Earnings (loss) from discontinued operations before income taxes	$	100	$	219	$	(534)
Benefit (provision) for income taxes		111		(26)		254
Earnings (loss) from discontinued operations, net of taxes	$	211	$	193	$	(280)
Disposal
Loss on disposal before income taxes	$	(1,424)	$	(37)	$	(1,481)
Benefit (provision) for income taxes		239		(5)		1,120
Loss on disposal, net of taxes	$	(1,185)	$	(42)	$	(361)
Earnings (loss) from discontinued operations, net of taxes	$	(974)	$	151	$	(641)
December 31 (In millions)
			2010		2009
Assets
Financing receivables - net			$	3,546	$	9,985
Cash and equivalents				126		1,956
Intangible assets				8		676
Investment securities				–		598
All other assets				1,548		1,863
Assets of discontinued operations			$	5,228	$	15,078
December 31 (In millions)
			2010		2009
Liabilities
Short-term borrowings			$	–	$	5,314
Long-term borrowings				–		1,434
All other liabilities				1,900		1,289
Liabilities of discontinued operations			$	1,900	$	8,037

Assets at December 31, 2010 and 2009, primarily comprised cash, financing receivables and a deferred tax asset for a loss carryforward, which expires in 2015, related to the sale of our GE Money Japan business.

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BAC Credomatic GECF Inc. (BAC)

During the fourth quarter of 2010, we classified BAC as discontinued operations and completed the sale of BAC for $1,920 million. Immediately prior to the sale, and in accordance with terms of a previous agreement, we increased our ownership interest in BAC from 75% to 100% for a purchase price of $633 million. As a result of the sale of our interest in BAC, we recognized an after-tax gain of $780 million in 2010.

BAC revenues from discontinued operations were $983 million, $943 million and $159 million in 2010, 2009 and 2008, respectively.  In total, BAC earnings from discontinued operations, net of taxes were $854 million, $292 million and $89 million in 2010, 2009 and 2008, respectively.

GE Money Japan

During the third quarter of 2007, we committed to a plan to sell our Japanese personal loan business, Lake, upon determining that, despite restructuring, Japanese regulatory limits for interest charges on unsecured personal loans did not permit us to earn an acceptable return. During the third quarter of 2008, we completed the sale of GE Money Japan, which included Lake, along with our Japanese mortgage and card businesses, excluding our investment in GE Nissen Credit Co., Ltd. As a result, we recognized an after-tax loss of $908 million in 2007 and an incremental loss of $361 million in 2008. In connection with the sale, we reduced the proceeds on the sale for estimated interest refund claims in excess of the statutory interest rate. Proceeds from the sale were to be increased or decreased based on the actual claims experienced in accord ance with loss-sharing terms specified in the sale agreement, with all claims in excess of 258 billion Japanese Yen (approximately $3,000 million) remaining our responsibility. The underlying portfolio to which this obligation relates is in runoff and interest rates were capped for all designated accounts by mid-2009. In the third quarter of 2010, we began making reimbursements under this arrangement.

Our overall claims experience developed unfavorably through 2010.  While our average daily claims continued to decline through August 2010, the pace of the decline was slower than expected, and claims severity increased. We believe that the level of excess interest refund claims has been impacted by the challenging global economic conditions, in addition to Japanese legislative and regulatory changes. We accrued $566 million of incremental reserves for these claims during the first six months of 2010, in addition to the third quarter charge discussed below.

Significantly, in September 2010, a large independent personal loan company in Japan filed for bankruptcy, which precipitated a significant amount of publicity surrounding excess interest refund claims in the Japanese marketplace, along with substantial legal advertising. We observed an increase in claims during September 2010 and higher average daily claims in the fourth quarter of 2010. Based on these factors and additional analysis, we recorded an adjustment to our reserves of $1,100 million in the third quarter of 2010 to bring the reserve to a better estimate of our probable loss. This adjustment primarily reflects revisions in our assumptions and calculations of the number of estimated probable future incoming claims, increases in claims severity assumptions, reflecting recent trends in amounts paid per claim, and higher estimates o f loss for claims in process of settlement. As of December 31, 2010, our reserve for reimbursement of claims in excess of the statutory interest rate was $1,465 million.

The amount of these reserves is based on analyses of recent and historical claims experience, pending and estimated future excess interest refund requests, the estimated percentage of customers who present valid requests, and our estimated payments related to those requests. Our estimated liability for excess interest refund claims at December 31, 2010 assumes the pace of incoming claims will decelerate, average exposure per claim remains consistent with recent experience, and we see the impact of our loss mitigation efforts. Estimating the pace of decline in incoming claims can have a significant effect on the total amount of our liability. For example, our third quarter 2010 estimate assumes incoming average daily claims will decline at a long-term average rate of 4% monthly. Holding all other assumptions constant, if claims declined at a rate of one percent higher or lower than assumed, our liability estimate would change by approximately $250 million.

Uncertainties around the impact of laws and regulations, challenging economic conditions, the runoff status of the underlying book of business and the effects of our mitigation efforts make it difficult to develop a meaningful estimate of the aggregate possible claims exposure. Recent trends, including the effect of governmental actions, market activity regarding other personal loan companies and consumer activity, may continue to have an adverse effect on claims development.

GE Money Japan revenues from discontinued operations were an insignificant amount in both 2010 and 2009, respectively, and $763 million in 2008. In total, GE Money Japan losses from discontinued operations, net of taxes, were $1,671 million, $158 million and $651 million for 2010, 2009 and 2008, respectively.

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WMC

During the fourth quarter of 2007, we completed the sale of WMC, our U.S. mortgage business. WMC substantially discontinued all new loan originations by the second quarter of 2007, and is not a loan servicer. In connection with the sale, WMC retained certain obligations related to loans sold prior to the disposal of the business, including WMC’s contractual obligations to repurchase previously sold loans as to which there was an early payment default or with respect to which certain contractual representations and warranties were not met. All claims received for early payment default have either been resolved or are no longer being pursued.

Pending claims for unmet representations and warranties have declined from approximately $800 million at December 31, 2009 to approximately $350 million at December 31, 2010. Reserves related to these contractual representations and warranties were $101 million at December 31, 2010, and $205 million at December 31, 2009. The amount of these reserves is based upon pending and estimated future loan repurchase requests, the estimated percentage of loans validly tendered for repurchase, and our estimated losses on loans repurchased. Based on our historical experience, we estimate that a small percentage of the total loans WMC originated and sold will be tendered for repurchase, and of those tendered, only a limited amount will qualify as “validly tendered,” meaning the loans sold did not satisfy specified contractual obligations. New claims received over the past three years have declined from $859 million in 2008 to $320 million in 2010. WMC’s current reserve represents our best estimate of losses with respect to WMC’s repurchase obligations. Actual losses could exceed the reserve amount if actual claim rates, valid tenders or losses WMC incurs on repurchased loans are higher than historically observed.

WMC revenues from discontinued operations were $(4) million, $2 million and $(71) million in 2010, 2009 and 2008, respectively. In total, WMC’s losses from discontinued operations, net of taxes, were $7 million, $1 million and $41 million in 2010, 2009 and 2008, respectively.

Other

In the fourth quarter of 2010, we entered into agreements to sell our Consumer RV Marine portfolio and Consumer Mexico business. Consumer RV Marine revenues from discontinued operations were $210 million, $260 million and $296 million in 2010, 2009 and 2008, respectively. Consumer RV Marine losses from discontinued operations, net of taxes, were $99 million, $83 million and $58 million in 2010, 2009 and 2008, respectively. Consumer Mexico revenues from discontinued operations were $228 million, $303 million and $479 million in 2010, 2009 and 2008, respectively. Consumer Mexico earnings (loss) from discontinued operations, net of taxes, were $(59) million, $66 million and $31 million in 2010, 2009 and 2008, respectively.

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NOTE 3. INVESTMENT SECURITIES

Substantially all of our investment securitiesare classified as available-for-sale. These comprise mainly investment-grade debt securities supporting obligations to holders of guaranteed investment contracts (GICs) in Trinity (which ceased issuing new investment contracts beginning in the first quarter of 2010), and investment securities held at our global banks. We do not have any securities classified as held to maturity.

	2010								2009
			Gross		Gross						Gross		Gross
	Amortized		unrealized		unrealized		Estimated		Amortized		unrealized		unrealized		Estimated
December 31 (In millions)	cost		gains		losses		fair value		cost		gains		losses		fair value
Debt
U.S. corporate	$	3,481	$	175	$	(11)	$	3,645	$	5,035	$	82	$	(236)	$	4,881
State and municipal		861		5		(176)		690		886		4		(216)		674
Residential		2,091		21		(354)		1,758		2,999		21		(722)		2,298
mortgage-backed(a)
Commercial		1,493		24		(81)		1,436		1,599		5		(302)		1,302
mortgage-backed
Asset-backed		3,242		7		(190)		3,059		2,468		29		(298)		2,199
Corporate – non-U.S.		1,475		41		(110)		1,406		939		18		(26)		931
Government – non-U.S.		1,804		8		(58)		1,754		2,180		9		(23)		2,166
U.S. government and
federal agency		2,663		3		(5)		2,661		1,788		-		-		1,788
Retained interests(b)		55		10		(26)		39		8,479		392		(40)		8,831
Equity
Available-for-sale		902		194		(9)		1,087		897		227		(3)		1,121
Trading		417		–		–		417		720		-		-		720
Total	$	18,484	$	488	$	(1,020)	$	17,952	$	27,990	$	787	$	(1,866)	$	26,911

(a)   Substantially collateralized by U.S. mortgages. Of our total residential mortgage-backed securities (RMBS) portfolio at December 31, 2010, $858 million relates to securities issued by government-sponsored entities and $900 million relates to securities of private label issuers. Securities issued by private label issuers are collateralized primarily by pools of individual direct mortgage loans of financial institutions.

(b)   Included $1,918 million of retained interests at December 31, 2009 accounted for at fair value in accordance with ASC 815, Derivatives and Hedging. See Note 17.

The fair value of investment securities decreased to $17,952 million at December 31, 2010, from $26,911 million at December 31, 2009, primarily driven by a decrease in retained interests that were consolidated as a result of our adoption of ASU 2009-16 & 17 and maturities, partially offset by improved market conditions.

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The following tables present the gross unrealized losses and estimated fair values of our available-for-sale investment securities.

	In loss position for
	Less than 12 months					12 months or more
			Gross		(a)			Gross		(a)
	Estimated		unrealized			Estimated		unrealized
December 31 (In millions)	fair value		losses			fair value		losses
2010
Debt
U.S. corporate	$	163	$	(2)		$	337	$	(9)
State and municipal		108		(4)			443		(172)
Residential mortgage-backed		80		(2)			920		(352)
Commercial mortgage-backed		122		(1)			652		(80)
Asset-backed		111		(5)			902		(185)
Corporate – non-U.S.		61		(1)			673		(109)
Government – non-U.S.		642		(6)			105		(52)
U.S. government and federal agency		1,613		(5)			–		–
Retained interests		–		–			34		(26)
Equity		46		(9)			–		–
Total	$	2,946	$	(35)		$	4,066	$	(985)
2009
Debt
U.S. corporate	$	573	$	(20)		$	1,365	$	(216)
State and municipal		229		(120)			421		(96)
Residential mortgage-backed		74		(4)			1,561		(718)
Commercial mortgage-backed		–		–			1,015		(302)
Asset-backed		60		(7)			1,312		(291)
Corporate – non-U.S.		308		(14)			346		(12)
Government – non-U.S.		296		(1)			195		(22)
U.S. government and federal agency		–		–			–		–
Retained interests		208		(16)			27		(24)
Equity		22		(1)			8		(2)
Total	$	1,770	$	(183)		$	6,250	$	(1,683)

(a)   At December 31, 2010, other-than-temporary impairments previously recognized through other comprehensive income (OCI) on securities still held amounted to $(448) million, of which $(360) million related to RMBS. Gross unrealized losses related to those securities at December 31, 2010 amounted to $(313) million, of which $(226) million related to RMBS.

We adopted amendments to ASC 320 and recorded a cumulative effect adjustment to increase retained earnings by $25 million as of April 1, 2009.

We regularly review investment securities for impairment using both qualitative and quantitative criteria. We presently do not intend to sell our debt securities and believe that it is not more likely than not that we will be required to sell these securities that are in an unrealized loss position before recovery of our amortized cost. We believe that the unrealized loss associated with our equity securities will be recovered within the foreseeable future.

The majority of our U.S. corporate debt securities are rated investment grade by the major rating agencies. We evaluate U.S. corporate debt securities based on a variety of factors, such as the financial health of and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. In the event a U.S. corporate debt security is deemed to be other-than-temporarily impaired, we isolate the credit portion of the impairment by comparing the present value of our expectation of cash flows to the amortized cost of the security. We discount the cash flows using the original effective interest rate of the security.

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The majority of our RMBS have investment grade credit ratings from the major rating agencies and are in a senior position in the capital structure of the deal. Of our total RMBS at December 31, 2010 and 2009, approximately $665 million and $883 million, respectively, relate to residential subprime credit, primarily supporting our guaranteed investment contracts. These are collateralized primarily by pools of individual, direct mortgage loans (a majority of which were originated in 2006 and 2005), not other structured products such as collateralized debt obligations. In addition, of the total residential subprime credit exposure at December 31, 2010 and 2009, approximately $341 million and $453 million, respectively, was insured by Monoline insurers (Monolines) on which we continue to place reliance.

The vast majority of our commercial mortgage-backed securities (CMBS) also have investment grade credit ratings from the major rating agencies and are in a senior position in the capital structure of the deal. Our CMBS investments are collateralized by both diversified pools of mortgages that were originated for securitization (conduit CMBS) and pools of large loans backed by high-quality properties (large loan CMBS), a majority of which were originated in 2006 and 2007.

Our asset-backed securities (ABS) portfolio is collateralized by a variety of diversified pools of assets such as student loans and credit cards, as well as large senior secured loans targeting high-quality, middle-market companies in a variety of industries. The vast majority of our ABS securities are in a senior position in the capital structure of the deal. In addition, substantially all of the securities that are below investment grade are in an unrealized gain position.

For ABS, including RMBS, we estimate the portion of loss attributable to credit using a discounted cash flow model that considers estimates of cash flows generated from the underlying collateral. Estimates of cash flows consider internal credit risk, interest rate and prepayment assumptions that incorporate management’s best estimate of key assumptions, including default rates, loss severity and prepayment rates. For CMBS, we estimate the portion of loss attributable to credit by evaluating potential losses on each of the underlying loans in the security. Collateral cash flows are considered in the context of our position in the capital structure of the deal. Assumptions can vary widely depending upon the collateral type, geographic concentrations and vintage.

If there has been an adverse change in cash flows for RMBS, management considers credit enhancements such as monoline insurance (which are features of a specific security). In evaluating the overall credit worthiness of the Monoline, we use an analysis that is similar to the approach we use for corporate bonds, including an evaluation of the sufficiency of the Monoline’s cash reserves and capital, ratings activity, whether the Monoline is in default or default appears imminent, and the potential for intervention by an insurer or other regulator.

During 2010, we recorded other-than-temporary impairments of $431 million, of which $232 million was recorded through earnings ($35 million relates to equity securities) and $199 million was recorded in accumulated other comprehensive income (AOCI). At January 1, 2010, cumulative impairments recognized in earnings associated with debt securities still held were $140 million. During 2010, we recognized first time impairments of $157 million and incremental charges on previously impaired securities of $35 million. These amounts included $16 million related to securities that were subsequently sold.

During 2009, we recorded other-than-temporary impairments of $735 million, of which $422 million was recorded through earnings ($28 million relates to equity securities), and $312 million was recorded in AOCI.

During 2009, we recorded other-than-temporary impairments of $735 million, of which $33 million was reclassified to retained earnings at April 1, 2009, as a result of the amendments to ASC 320. Subsequent to April 1, 2009, first time and incremental credit impairments were $79 million and $147 million, respectively. Previous credit impairments related to securities sold were $84 million.

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Contractual Maturities of our Investment in Available-for-Sale Debt Securities (Excluding Mortgage-Backed and Asset-Backed Securities)

	Amortized		Estimated
(In millions)	cost		fair value
Due in
2011	$	3,129	$	3,215
2012-2015		4,563		4,614
2016-2020		1,740		1,655
2021 and later		852		672

We expect actual maturities to differ from contractual maturities because borrowers have the right to call or prepay certain obligations.

Supplemental information about gross realized gains and losses on available-for-sale investment securities follows.

(In millions)	2010		2009		2008
Gains	$	161	$	105	$	166
Losses, including impairments		(239)		(453)		(1104)
Net	$	(78)	$	(348)	$	(938)

Although we generally do not have the intent to sell any specific securities at the end of the period, in the ordinary course of managing our investment securities portfolio, we may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield and liquidity requirements and the funding of claims and obligations to policyholders. In some of our bank subsidiaries, we maintain a certain level of purchases and sales volume principally of non-U.S. government debt securities. In these situations, fair value approximates carrying value for these securities.

Proceeds from investment securities sales and early redemptions by issuers totaled $15,334 million, $6,842 million and $3,181 million in 2010, 2009 and 2008, respectively, principally from the sales of short-term securities in our bank subsidiaries in 2010 and 2009 and securities that supported the guaranteed investment contract portfolio in 2008.

We recognized a pre-tax loss on trading securities of $7 million and pre-tax gains of $408 million and $108 million in 2010, 2009 and 2008, respectively. Investments in retained interests decreased $291 million and $113 million during 2009 and 2008, respectively, reflecting changes in fair value. Effective January 1, 2010, with the adoption of ASU 2009-16 & 17, we no longer have any retained interests that are recorded at fair value through earnings.

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NOTE 4. FINANCING RECEIVABLES AND ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES

	At
	December 31,		January 1,		December 31,
(In millions)	2010		2010(a)		2009
Loans, net of deferred income(b)	$	281,639	$	321,589	$	280,465
Investment in financing leases, net of deferred income		45,710		55,096		54,332
		327,349		376,685		334,797
Less allowance for losses		(8,072)		(9,556)		(7,856)
Financing receivables – net(c)	$	319,277	$	367,129	$	326,941

(a)   Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.

(b)   Excludes deferred income of $2,328 million and $2,338 million at December 31, 2010 and December 31, 2009, respectively.

(c)   Financing receivables at December 31, 2010 and December 31, 2009 included $1,503 million and $2,635 million, respectively, relating to loans that had been acquired in a transfer but have been subject to credit deterioration since origination per ASC 310, Receivables.

GECS financing receivables include both loans and financing leases. Loans represent transactions in a variety of forms, including revolving charge and credit, mortgages, installment loans, intermediate-term loans and revolving loans secured by business assets. The portfolio includes loans carried at the principal amount on which finance charges are billed periodically, and loans carried at gross book value, which includes finance charges.

Investment in financing leases consists of direct financing and leveraged leases of aircraft, railroad rolling stock, autos, other transportation equipment, data processing equipment, medical equipment, commercial real estate and other manufacturing, power generation, and commercial equipment and facilities.

For federal income tax purposes, the leveraged leases and the majority of the direct financing leases are leases in which GECS depreciates the leased assets and is taxed upon the accrual of rental income. Certain direct financing leases are loans for federal income tax purposes. For these transactions, GECS is taxable only on the portion of each payment that constitutes interest, unless the interest is tax-exempt (e.g., certain obligations of state governments).

Investment in direct financing and leveraged leases represents net unpaid rentals and estimated unguaranteed residual values of leased equipment, less related deferred income. GECS has no general obligation for principal and interest on notes and other instruments representing third-party participation related to leveraged leases; such notes and other instruments have not been included in liabilities but have been offset against the related rentals receivable. The GECS share of rentals receivable on leveraged leases is subordinate to the share of other participants who also have security interests in the leased equipment. For federal income tax purposes, GECS is entitled to deduct the interest expense accruing on nonrecourse financing related to leveraged leases.

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Net Investment in Financing Leases

	Total financing leases				Direct financing leases(a)				Leveraged leases(b)
December 31 (In millions)	2010		2009		2010		2009		2010		2009
Total minimum lease payments receivable	$	53,677	$	63,997	$	41,534	$	49,985	$	12,143	$	14,012
Less principal and interest on third-party
non-recourse debt		(8,110)		(9,660)		–		–		(8,110)		(9,660)
Net rentals receivables		45,567		54,337		41,534		49,985		4,033		4,352
Estimated unguaranteed residual value of
leased assets		8,496		9,604		5,992		6,815		2,504		2,789
Less deferred income		(8,353)		(9,609)		(6,616)		(7,630)		(1,737)		(1,979)
Investment in financing leases, net of
deferred income		45,710		54,332		40,910		49,170		4,800		5,162
Less amounts to arrive at net investment
Allowance for losses		(402)		(654)		(384)		(534)		(18)		(120)
Deferred taxes		(6,168)		(6,210)		(2,266)		(2,485)		(3,902)		(3,725)
Net investment in financing leases	$	39,140	$	47,468	$	38,260	$	46,151	$	880	$	1,317

(a) Included $520 million and $599 million of initial direct costs on direct financing leases at December 31, 2010 and 2009, respectively.

(b) Included pre-tax income of $133 million and $164 million and income tax of $51 million and $64 million during 2010 and 2009, respectively. Net investment credits recognized on leveraged leases during 2010 and 2009 were insignificant.

Contractual Maturities

	Total		Net rentals
(In millions)	loans		receivable
Due in
2011	$	67,741	$	13,978
2012		29,947		8,921
2013		22,877		6,961
2014		21,074		4,610
2015		15,280		3,043
2016 and later		73,296		8,054
		230,215		45,567
Consumer revolving loans		51,424		–
Total	$	281,639	$	45,567

We expect actual maturities to differ from contractual maturities.

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The following tables provide additional information about our financing receivables and related activity in the allowance for losses for our Commercial, Real Estate and Consumer portfolios.

Financing Receivables – net

The following table displays our Financing Receivables balances.

	December 31,		January 1,		December 31,
(In millions)	2010		2010(a)		2009
CLL(b)
Americas	$	86,596	$	99,666	$	87,496
Europe		37,498		43,403		41,455
Asia		11,943		13,159		13,202
Other		2,626		2,836		2,836
Total CLL		138,663		159,064		144,989
Energy Financial Services		7,011		7,790		7,790
GECAS(b)		12,615		13,254		13,254
Other(c)		1,788		2,614		2,614
Total Commercial Financing Receivables		160,077		182,722		168,647
Real Estate
Debt		30,249		36,257		36,565
Business properties		9,962		12,416		8,276
Total Real Estate Financing Receivables		40,211		48,673		44,841
Consumer(b)
Non-U.S. residential mortgages		45,536		54,921		54,921
Non-U.S. installment and revolving credit		20,368		23,443		23,443
U.S. installment and revolving credit		43,974		44,008		20,027
Non-U.S. auto		8,877		12,762		12,762
Other		8,306		10,156		10,156
Total Consumer Financing Receivables		127,061		145,290		121,309
Total Financing Receivables		327,349		376,685		334,797
Less allowance for losses		(8,072)		(9,556)		(7,856)
Total Financing Receivables – net	$	319,277	$	367,129	$	326,941

(a) Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.

(b) During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

(c) Primarily consisted of loans and financing leases in former consolidated, liquidating, securitization entities, which became wholly owned affiliates in December 2010.

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Allowance for Losses on Financing Receivables

The following tables provide a roll-forward of our Allowance for Losses on Financing Receivables.

	Balance		Adoption of		Balance		Provision								Balance
	December 31,		ASU 2009		January 1,		charged to				Gross				December 31,
(In millions)	2009		16 & 17(a)		2010		operations		Other(b)		write-offs(c)		Recoveries(c)		2010
Commercial
CLL(d)
Americas	$	1,179	$	66	$	1,245	$	1,058	$	(10)	$	(1,136)	$	130	$	1,287
Europe		575		–		575		272		(40)		(440)		62		429
Asia		244		(10)		234		153		(6)		(181)		22		222
Other		11		–		11		(4)		1		(1)		–		7
Total CLL		2,009		56		2,065		1,479		(55)		(1,758)		214		1,945
Energy Financial
Services		28		–		28		65		–		(72)		1		22
GECAS(d)		104		–		104		12		–		(96)		–		20
Other		34		–		34		32		–		(9)		1		58
Total Commercial		2,175		56		2,231		1,588		(55)		(1,935)		216		2,045
Real Estate
Debt		1,358		(3)		1,355		764		9		(838)		2		1,292
Business properties		136		45		181		146		(7)		(126)		2		196
Total Real Estate		1,494		42		1,536		910		2		(964)		4		1,488
Consumer(d)
Non-U.S. residential
mortgages		926		–		926		272		(40)		(408)		78		828
Non-U.S. installment
and revolving credit		1,116		–		1,116		1,053		(70)		(1,745)		591		945
U.S. installment and
revolving credit		1,551		1,602		3,153		3,018		(6)		(4,300)		468		2,333
Non-U.S. auto		303		–		303		85		(60)		(324)		170		174
Other		291		–		291		265		7		(394)		90		259
Total Consumer		4,187		1,602		5,789		4,693		(169)		(7,171)		1,397		4,539
Total	$	7,856	$	1,700	$	9,556	$	7,191	$	(222)	$	(10,070)	$	1,617	$	8,072

(a) Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.

(b) Other primarily included the effects of currency exchange.

(c) Net write-offs (write-offs less recoveries) in certain portfolios may exceed the beginning allowance for losses as our revolving credit portfolios turn over more than once per year or, in all portfolios, can reflect losses that are incurred subsequent to the beginning of the fiscal year due to information becoming available during the current year, which may identify further deterioration on existing financing receivables.

(d) During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

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	Balance		Provision											Balance
	January 1,		charged to					Gross						December 31,
(In millions)	2009		operations		Other		(a)	write-offs		(b)	Recoveries		(b)	2009
Commercial
CLL(c)
Americas	$	843	$	1,399	$	(39)		$	(1,117)		$	93		$	1,179
Europe		311		625		(14)			(431)			84			575
Asia		163		257		3			(203)			24			244
Other		4		9		2			(4)			–			11
Total CLL		1,321		2,290		(48)			(1,755)			201			2,009
Energy Financial
Services		58		33		4			(67)			–			28
GECAS(c)		58		65		(3)			(16)			–			104
Other		28		29		–			(24)			1			34
Total Commercial		1,465		2,417		(47)			(1,862)			202			2,175
Real Estate
Debt		282		1,295		13			(232)			–			1,358
Business properties		19		147		–			(32)			2			136
Total Real Estate		301		1,442		13			(264)			2			1,494
Consumer(c)
Non-U.S. residential
mortgages		346		909		86			(508)			93			926
Non-U.S. installment
and revolving credit		1,010		1,751		43			(2,252)			564			1,116
U.S. installment and
revolving credit		1,616		3,367		(975)			(2,612)			155			1,551
Non-U.S. auto		197		395		31			(530)			210			303
Other		225		346		44			(389)			65			291
Total Consumer		3,394		6,768		(771)			(6,291)			1,087			4,187
Total	$	5,160	$	10,627	$	(805)		$	(8,417)		$	1,291		$	7,856

(a)   Other primarily included the effects of securitization activity and currency exchange.

(b)   Net write-offs (write-offs less recoveries) in certain portfolios may exceed the beginning allowance for losses as our revolving credit portfolios turn over more than once per year or, in all portfolios, can reflect losses that are incurred subsequent to the beginning of the fiscal year due to information becoming available during the current year, which may identify further deterioration on existing financing receivables.

(c)   During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

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	Balance		Provision											Balance
	January 1,		charged to					Gross						December 31,
(In millions)	2008		operations		Other		(a)	write-offs		(b)	Recoveries		(b)	2008
Commercial
CLL(c)
Americas	$	471	$	909	$	111		$	(728)		$	80		$	843
Europe		256		344		(34)			(334)			79			311
Asia		226		152		34			(256)			7			163
Other		3		4		(3)			–			–			4
Total CLL		956		1,409		108			(1,318)			166			1,321
Energy Financial
Services		19		36		3			–			–			58
GECAS(c)		8		51		–			(1)			–			58
Other		18		28		(1)			(18)			1			28
Total Commercial		1,001		1,524		110			(1,337)			167			1,465
Real Estate
Debt		158		121		9			(6)			–			282
Business properties		10		14		–			(6)			1			19
Total Real Estate		168		135		9			(12)			1			301
Consumer(c)
Non-U.S. residential
mortgages		232		296		(40)			(210)			68			346
Non-U.S. installment
and revolving credit		1,278		1,664		(409)			(2,392)			869			1,010
U.S. installment and
revolving credit		937		3,050		(624)			(2,056)			309			1,616
Non-U.S. auto		298		335		(121)			(544)			229			197
Other		165		229		9			(247)			69			225
Total Consumer		2,910		5,574		(1,185)			(5,449)			1,544			3,394
Total	$	4,079	$	7,233	$	(1,066)		$	(6,798)		$	1,712		$	5,160

(a)   Other primarily included the effects of securitization activity and currency exchange.

(b)   Net write-offs (write-offs less recoveries) in certain portfolios may exceed the beginning allowance for losses as our revolving credit portfolios turn over more than once per year or, in all portfolios, can reflect losses that are incurred subsequent to the beginning of the fiscal year due to information becoming available during the current year, which may identify further deterioration on existing financing receivables.

(c)   During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

See Note 16 for supplemental information about the credit quality of financing receivables and allowance for losses on financing receivables.

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NOTE 5. PROPERTY, PLANT AND EQUIPMENT

	Depreciable
	lives-new
December 31 (Dollars in millions)	(in years)			2010		2009
Original cost(b)
Land and improvements, buildings, structures and
related equipment		1-37	(a)	$	3,488	$	5,676
Equipment leased to others
Aircraft		19-21			45,674		42,634
Vehicles		1-23			17,216		21,589
Railroad rolling stock		5-50			4,331		4,290
Marine shipping containers		3-30			2,748		2,727
Construction and manufacturing		1-30			2,586		2,759
All other		4-25			3,107		2,921
Total				$	79,150	$	82,596
Net carrying value(b)
Land and improvements, buildings, structures and
related equipment				$	1,647	$	3,521
Equipment leased to others
Aircraft(c)					34,665		32,983
Vehicles					9,077		11,519
Railroad rolling stock					2,960		2,887
Marine shipping containers					1,924		1,894
Construction and manufacturing					1,454		1,697
All other					2,023		1,952
Total				$	53,750	$	56,453

(a) Depreciable lives exclude land.

(b) Included $1,571 million and $1,609 million  of original cost of assets leased to GE with accumulated amortization of $531 million and $572 million at December 31, 2010 and 2009, respectively.

(c)   GECAS recognized impairment losses of $438 million in 2010 and $127 million in 2009 recorded in the caption “Depreciation and amortization” in the Statement of Earnings to reflect adjustments to fair value based on an evaluation of average current market values (obtained from third parties) of similar type and age aircraft, which are adjusted for the attributes of the specific aircraft under lease.

Amortization of equipment leased to others was $6,786 million, $7,179 million and $8,173 million in 2010, 2009 and 2008, respectively. Noncancellable future rentals due from customers for equipment on operating leases at December 31, 2010, are as follows:

(In millions)
Due in
2011	$	7,242
2012		5,846
2013		4,686
2014		3,840
2015		2,964
2016 and later		9,170
Total	$	33,748

(85)

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

December 31 (In millions)	2010		2009
Goodwill	$	27,593	$	28,463
Other intangible assets
Intangible assets subject to amortization	$	1,876	$	2,841

Changes in goodwill balances follow.

	2010									2009
						Dispositions,									Dispositions,
						currency									currency
	Balance					exchange		Balance		Balance					exchange		Balance
(In millions)	January 1			Acquisitions		and other		December 31		January 1			Acquisitions		and other		December 31
CLL	$	14,053	(a)	$	19	$	(179)	$	13,893	$	12,476	(a)	$	1,399	$	178	$	14,053
Consumer		10,945	(a)		–		(43)		10,902		9,382	(a)		1,605		(42)		10,945
Real Estate		1,189			–		(100)		1,089		1,183			–		6		1,189
Energy Financial Services		2,119			–		(557)		1,562		2,162			–		(43)		2,119
GECAS		157			–		(10)		147		155			–		2		157
Total	$	28,463		$	19	$	(889)	$	27,593	$	25,358		$	3,004	$	101	$	28,463

(a)   Reflected the transfer of the Consumer Business in Italy during the first quarter of 2010 from Consumer to CLL, resulting in a related movement of beginning goodwill balance of $18 million.

Upon closing an acquisition, we estimate the fair values of assets and liabilities acquired and consolidate the acquisition as quickly as possible. Given the time it takes to obtain pertinent information to finalize the acquired company’s balance sheet, then to adjust the acquired company’s accounting policies, procedures, and books and records to our standards, it is often several quarters before we are able to finalize those initial fair value estimates. Accordingly, it is not uncommon for our initial estimates to be subsequently revised.

Goodwill balances decreased $870 million during 2010, primarily as a result of the deconsolidation of Regency Energy Partners L.P. (Regency) ($557 million) and the stronger U.S. dollar ($120 million), partially offset by goodwill related to new acquisitions ($19 million). Our reporting units and related goodwill balances are CLL ($13,893 million), Consumer ($10,902 million), Real Estate ($1,089 million), Energy Financial Services ($1,562 million) and GECAS ($147 million) at December 31, 2010.

Goodwill related to new acquisitions in 2009 was $3,004 million and included acquisitions of Interbanca S.p.A. ($1,394 million) at CLL and BAC ($1,083 million) at Consumer. During 2009,  the goodwill balance increased by $221 million related to acquisition accounting adjustments for prior-year acquisitions. The most significant of these adjustments was an increase of $180 million associated with the 2008 acquisition of CitiCapital at CLL. Also during 2009, goodwill balances increased $101 million, primarily as a result of the weaker U.S. dollar ($1,148 million), partially offset by the deconsolidation of Penske Truck Leasing Co., L.P. (PTL) ($634 million) at CLL.

On May 26, 2010, we sold our general partnership interest in Regency, a midstream natural gas services provider, and retained a 21% limited partnership interest. This resulted in the deconsolidation of Regency and the remeasurement of our limited partnership interest to fair value. We recorded a pre-tax gain of $119 million, which is reported in revenues from services.

On June 25, 2009, we increased our ownership in BAC from 49.99% to 75% for a purchase price of $623 million following the terms of our 2006 investment agreement (BAC Investment Agreement) with the then controlling shareholder. At that time, we remeasured our previously held equity investment to fair value, resulting in a pre-tax gain of $343 million. This transaction required us to consolidate BAC, which was previously accounted for under the equity method.

(86)

In accordance with our stated plan to reduce GE Capital ending net investment, we exited this business during 2010, and completed the sale of BAC for $1,920 million in December 2010. In accordance with the terms of the BAC Investment Agreement and prior to completing the sale, we acquired the remaining 25% interest in BAC for a purchase price of $633 million. As a result of the sale of our 100% ownership interest in BAC, we recognized an after-tax gain of $780 million in 2010, which was recorded in discontinued operations. Goodwill related to new acquisitions in 2009 includes $1,083 million related to BAC, which represents the difference between the amount of goodwill initially recorded in 2009 upon BAC consolidation ($1,605 million), and the amount of goodwill reclassified to discontinued operations based on a relative fair value allocat ion ($522 million) as required under ASC 350-20-35.

We test goodwill for impairment annually and more frequently if circumstances warrant.  We determine fair values for each of the reporting units using an income approach.  When available and appropriate, we use comparative market multiples to corroborate discounted cash flow results.  For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.  We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business.  Actual results may differ from those assumed in our forecasts.  We derive our discount rates using a capital asset pricing model and analyzi ng published rates for industries relevant to our reporting units to estimate the cost of equity financing.  We use discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 12% to 14.5%. Valuations using the market approach reflect prices and other relevant observable information generated by market transactions involving comparable businesses.

Compared to the market approach, the income approach more closely aligns each reporting unit valuation to our business profile, including geographic markets served and product offerings.  Required rates of return, along with uncertainty inherent in the forecasts of future cash flows, are reflected in the selection of the discount rate.  Equally important, under this approach, reasonably likely scenarios and associated sensitivities can be developed for alternative future states that may not be reflected in an observable market price. A market approach allows for comparison to actual market transactions and multiples.  It can be somewhat more limited in its application because the population of potential comparables is often limited to publicly-traded companies where the characteristics of the comparative busi ness and ours can be significantly different, market data is usually not available for divisions within larger conglomerates or non-public subsidiaries that could otherwise qualify as comparable, and the specific circumstances surrounding a market transaction (e.g., synergies between the parties, terms and conditions of the transaction, etc.) may be different or irrelevant with respect to our business.  It can also be difficult, under certain market conditions, to identify orderly transactions between market participants in similar businesses.  We assess the valuation methodology based upon the relevance and availability of the data at the time we perform the valuation and weight the methodologies appropriately.

We performed our annual impairment test of goodwill for all of our reporting units in the third quarter using data as of July 1, 2010.  The impairment test consists of two steps:  in step one, the carrying value of the reporting unit is compared with its fair value; in step two, which is applied when the carrying value is more than its fair value, the amount of goodwill impairment, if any, is derived by deducting the fair value of the reporting unit’s assets and liabilities from the fair value of its equity, and comparing that amount with the carrying amount of goodwill.  In performing the valuations, we used cash flows that reflected management’s forecasts and discount rates that included risk adjustments consistent with the current market conditions.  Based on the results of our step o ne testing, the fair values of the CLL, Consumer, Energy Financial Services and GECAS reporting units exceeded their carrying values; therefore, the second step of the impairment test was not required to be performed and no goodwill impairment was recognized.

Our Real Estate reporting unit had a goodwill balance of $1,089 million at December 31, 2010. As of July 1, 2010, the carrying amount exceeded the estimated fair value of our Real Estate reporting unit by approximately $3.2 billion. The estimated fair value of the Real Estate reporting unit is based on a number of assumptions about future business performance and investment, including loss estimates for the existing finance receivable and investment portfolio, new debt origination volume and margins, and anticipated stabilization of the real estate market allowing for sales of real estate investments at normalized margins. Our assumed discount rate was 12% and was derived by applying a capital asset pricing model and corroborated using equity analyst research reports and implied cost of equity based on forecasted price to earnings per sha re multiples for similar companies. Given the volatility and uncertainty in the current commercial real estate environment, there is uncertainty about a number of assumptions upon which the estimated fair value is based. Different loss estimates for the existing portfolio, changes in the new debt origination volume and margin assumptions, changes in the expected pace of the commercial real estate market recovery, or changes in the equity return expectation of market participants may result in changes in the estimated fair value of the Real Estate reporting unit.

(87)

Based on the results of the step one testing, we performed the second step of the impairment test described above. Based on the results of the second step analysis for the Real Estate reporting unit, the estimated implied fair value of goodwill exceeded the carrying value of goodwill by approximately $3.5 billion. Accordingly, no goodwill impairment was required. In the second step, unrealized losses in an entity’s assets have the effect of increasing the estimated implied fair value of goodwill. The results of the second step analysis were attributable to several factors. The primary driver was the excess of the carrying value over the estimated fair value of our Real Estate Equity Investments, which approximated $6.3 billion at that time. Other drivers for the favorable outcome include the unrealized losses in the Real Estate fina nce receivable portfolio and the fair value premium on the Real Estate reporting unit allocated debt. The results of the second step analysis are highly sensitive to these measurements, as well as the key assumptions used in determining the estimated fair value of the Real Estate reporting unit.

Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. If current conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates described above could change in future periods.

Intangible Assets Subject to Amortization

	At
	2010						2009
	Gross						Gross
	carrying		Accumulated				carrying		Accumulated
December 31 (In millions)	amount		amortization		Net		amount		amortization		Net
Customer-related	$	1,112	$	(588)	$	524	$	1,687	$	(679)	$	1,008
Patents, licenses and trademarks		599		(532)		67		594		(459)		135
Capitalized software		2,025		(1,528)		497		2,155		(1,556)		599
Lease valuations		1,646		(917)		729		1,754		(793)		961
All other		325		(266)		59		475		(337)		138
Total	$	5,707	$	(3,831)	$	1,876	$	6,665	$	(3,824)	$	2,841

During 2010, we recorded additions to intangible assets subject to amortization of $48 million. The components of finite-lived intangible assets acquired during 2010 and their respective weighted-average amortizable period are: $2 million – Patents, licenses and trademarks (2.0 years) and $46 million – Capitalized software (4.7 years).

Amortization expense related to intangible assets subject to amortization was $625 million, $873 million and $912 million for 2010, 2009 and 2008, respectively. We estimate annual pre-tax amortization for intangible assets subject to amortization over the next five calendar years to be as follows: 2011 - $486 million; 2012 - $342 million; 2013 - $232 million; 2014 - $175 million; 2015 - $155 million.

(88)

NOTE 7. OTHER ASSETS

December 31 (In millions)	2010		2009
Investments
Real estate(a)(b)	$	31,553	$	36,957
Associated companies		25,662		25,374
Assets held for sale(c)		3,538		3,691
Cost method(b)		1,916		1,953
Other		2,249		1,982
		64,918		69,957
Derivative instruments		7,005		7,648
Deferred borrowing costs(d)		1,982		2,559
Advances to suppliers		1,853		2,224
Deferred acquisition costs		52		77
Other		3,235		3,759
Total	$	79,045	$	86,224

(a) Our investment in real estate consisted principally of two categories: real estate held for investment and equity method investments. Both categories contained a wide range of properties including the following at December 31, 2010: office buildings (45%), apartment buildings (16%), industrial properties (11%), retail facilities (7%), franchise properties (8%), and other (13%). At December 31, 2010, investments were located in the Americas (48%), Europe (28%) and Asia (24%).

(b) The fair value of and unrealized loss on cost method investments in a continuous loss position for less than 12 months at December 31, 2010, were $396 million and $55 million, respectively. The fair value of and unrealized loss on cost method investments in a continuous loss position for 12 months or more at December 31, 2010, were $16 million and $2 million, respectively. The fair value of and unrealized loss on cost method investments in a continuous loss position for less than 12 months at December 31, 2009, were $417 million and $66 million, respectively. The fair value of and unrealized loss on cost method investments in a continuous loss position for 12 months or more at December 31, 2009, were $48 million and $13 million, respectively.

(c)   Assets were classified as held for sale on the date a decision was made to dispose of them through sale or other means. At December 31, 2010 and 2009, such assets consisted primarily of loans, aircraft, equipment and real estate properties, and were accounted for at the lower of carrying amount or estimated fair value less costs to sell. These amounts are net of valuation allowances of $115 million and $145 million at December 31, 2010 and 2009, respectively.

(d)   Included $916 million and $1,642 million at December 31, 2010 and 2009, respectively, of unamortized fees related to our participation in the Temporary Liquidity Guarantee Program.

(89)

NOTE 8. BORROWINGS AND BANK DEPOSITS

Short-term Borrowings		2010				2009
				Average				Average
December 31 (In millions)		Amount		rate(a)		Amount		rate(a)
Commercial paper
U.S.		$	27,398	0.28	%	$	32,637	0.20	%
Non-U.S.			9,497	1.41			9,525	0.86
Current portion of long-term
borrowings(b)(c)(d)			65,610	3.24			69,877	3.27
GE Interest Plus notes(e)			9,058	1.59			7,541	2.40
Other(d)			2,083				8,367
Total short-term borrowings		$	113,646			$	127,947
Long-term Borrowings		2010				2009
				Average				Average
December 31 (In millions)	Maturities		Amount	rate(a)			Amount	rate(a)
Senior notes(b)(c)	2012-2055	$	263,043	3.29	%	$	304,571	3.31	%
Subordinated notes(f)	2012-2037		2,276	5.20			2,388	5.51
Subordinated debentures(g)	2066-2067		7,298	6.63			7,647	6.48
Other(d)(h)			11,729				10,752
Total long-term borrowings		$	284,346			$	325,358
Non-recourse borrowings of consolidated
securitization entities (i)	2011-2021	$	30,060	2.88		$	3,883	0.57
Bank deposits(j)		$	37,298			$	33,519
Total borrowings and bank deposits		$	465,350			$	490,707

(a)   Based on year-end balances and year-end local currency interest rates. Current portion of long-term debt included the effects of related fair value interest rate and currency hedges, if any, directly associated with the original debt issuance.

(b)   GECC had issued and outstanding $53,495 million and $59,336 million of senior, unsecured debt that was guaranteed by the Federal Deposit Insurance Corporation (FDIC) under the Temporary Liquidity Guarantee Program at December 31, 2010 and 2009, respectively. Of the above amounts, $18,455 million and $5,841 million are included in current portion of long-term borrowings at December 31, 2010 and 2009, respectively.

(c)   Included in total long-term borrowings were $2,395 million and $3,138 million of obligations to holders of GICs at December 31, 2010 and 2009, respectively. If the long-term credit rating of GECC were to fall below AA-/Aa3 or its short-term credit rating were to fall below A-1+/P-1, GECC could be required to provide up to approximately $2,300 million as of December 31, 2010, to repay holders of GICs.

(d)   Included $11,117 million and $10,604 million of funding secured by real estate, aircraft and other collateral at December 31, 2010 and 2009, respectively, of which $4,653 million and $5,667 million is non-recourse to GECC at December 31, 2010 and 2009, respectively.

(e)   Entirely variable denomination floating-rate demand notes.

(f)   Included $117 million of subordinated notes guaranteed by GE at both December 31, 2010 and 2009.

(g)   Subordinated debentures receive rating agency equity credit and were hedged at issuance to the U.S. dollar equivalent of $7,725 million.

(h)   Included $1,984 million and $1,649 million of covered bonds at December 31, 2010 and 2009, respectively. If the short-term credit rating of GECC were reduced below A-1/P-1, GECC would be required to partially cash collateralize these bonds in an amount up to $764 million at December 31, 2010.

(i)   Included at December 31, 2010 was $10,499 million of current portion of long-term borrowings and $19,561 million of long-term borrowings related to former QSPEs consolidated on January 1, 2010 upon our adoption of ASU 2009-16 & 17, previously consolidated liquidating securitization entities and other on-book securitization borrowings. Included at December 31, 2009, was $2,424 million of commercial paper, $378 million of current portion of long-term borrowings and $1,081 million of long-term borrowings issued by consolidated liquidating securitization entities. See Note 17.

(j)   Included $18,781 million and $15,848 million of deposits in non-U.S. banks at December 31, 2010 and 2009, respectively, and $11,329 million and $10,476 million of certificates of deposits distributed by brokers with maturities greater than one year at December 31, 2010 and 2009, respectively.

(90)

Additional information about borrowings and associated swaps can be found in Note 15.

Liquidity is affected by debt maturities and our ability to repay or refinance such debt. Long-term debt maturities, including borrowings from GE, over the next five years follow.

(In millions)	2011			2012		2013		2014		2015
	$	65,610	(a)	$	83,297	$	34,990	$	29,619	$	21,755

(a) Fixed and floating rate notes of $710 million contain put options with exercise dates in 2011, and which have final maturity beyond 2015.

Committed credit lines totaling $51.8 billion had been extended to us by 58 banks at year-end 2010. Availability of these lines is shared between GE and GECC with $10.6 billion and $51.8 billion available to GE and GECC, respectively. Our lines include $35.6 billion of revolving credit agreements under which we can borrow funds for periods exceeding one year. Additionally, $16.2 billion are 364-day lines that contain a term-out feature that allows us to extend the borrowings for one year from the date of expiration of the lending agreement. We pay banks for credit facilities, but amounts were insignificant in each of the past three years.

NOTE 9. INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND INSURANCE ANNUITY BENEFITS

Investment contracts, insurance liabilities and insurance annuity benefits comprise mainly obligations to holders of guaranteed investment contracts.

December 31 (In millions)	2010		2009
Guaranteed investment contracts	$	5,502	$	8,310
Unpaid claims and claims adjustment expenses		64		69
Unearned premiums		213		308
Total	$	5,779	$	8,687

When insurance affiliates cede insurance to third parties, such as reinsurers, they are not relieved of their primary obligation to policyholders. Losses on ceded risks give rise to claims for recovery; we establish allowances for probable losses on such receivables from reinsurers as required. Reinsurance recoverables are included in the caption “Other receivables” on our Statement of Financial Position, and amounted to $39 million and $45 million at December 31, 2010 and 2009, respectively.

We recognize reinsurance recoveries, as a reduction of the Statement of Earnings caption “Investment contracts, insurance losses and insurance annuity benefits”. We had no reinsurance recoveries for the years ended December 31, 2010, 2009 and 2008.

(91)

NOTE 10. INCOME TAXES

Provision for Income Taxes

(In millions)	2010		2009		2008
Current tax expense (benefit)	$	(2,164)	$	(1,477)	$	(1,240)
Deferred tax expense (benefit) from temporary differences		1,232		(2,335)		(897)
Total	$	(932)	$	(3,812)	$	(2,137)

GE and GECC file a consolidated U.S. federal income tax return. The provision for current tax expense includes our effect on the consolidated return. Our effect on the consolidated liability is generally settled in cash as GE tax payments are due. The effect of GECC on the amount of the consolidated tax liability from the formation of the NBCU joint venture will be settled in cash when it otherwise would have reduced the liability of the group absent the tax on formation.

U.S. earnings (loss) from continuing operations before income taxes were $(373) million in 2010, $(6,027) million in 2009 and $(4,323) million in 2008. The corresponding amounts for non-U.S. based operations were $2,722 million in 2010, $3,692 million in 2009 and $10,480 million in 2008.

Current tax expense (benefit) includes amounts applicable to U.S. federal income taxes of $(3,714) million, $(1,921) million and $(2,455) million in 2010, 2009 and 2008, respectively, related to the benefit from our deductions and credits in excess of GE’s current U.S. tax expense. Current tax expense amounts applicable to non-U.S. jurisdictions were $1,667 million, $631 million and $1,248 million in 2010, 2009 and 2008, respectively. Deferred taxes related to U.S. federal income taxes were an expense of $2,024 million in 2010 and a benefit of $2,231 million and $585 million in 2009 and 2008, respectively, and amounts applicable to non-U.S. jurisdictions of a benefit of $902 million, $10 million and $375 million in 2010, 2009 and 2008, respectively.

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and tax credit carryforwards, and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is establish ed.

Our businesses are subject to regulation under a wide variety of U.S. federal, state and foreign tax laws, regulations and policies. Changes to these laws or regulations may affect our tax liability, return on investments and business operations. For example, GE’s effective tax rate is reduced because active business income earned and indefinitely reinvested outside the United States is taxed at less than the U.S. rate. A significant portion of this reduction depends upon a provision of U.S. tax law that defers the imposition of U.S. tax on certain active financial services income until that income is repatriated to the United States as a dividend. This provision is consistent with international tax norms and permits U.S. financial services companies to compete more effectively with foreign banks and other foreign financial institut ions in global markets. This provision, which expires at the end of 2011, has been scheduled to expire and has been extended by Congress on six previous occasions, including in December of 2010, but there can be no assurance that it will continue to be extended. In the event the provision is not extended after 2011, the current U.S. tax imposed on active financial services income earned outside the United States would increase, making it more difficult for U.S. financial services companies to compete in global markets. If this provision is not extended, we expect our effective tax rate to increase significantly after 2012.

We have not provided U.S. deferred taxes on cumulative earnings of non-U.S. affiliates and associated companies that have been reinvested indefinitely. These earnings relate to ongoing operations and, at December 31, 2010, were approximately $62 billion. Most of these earnings have been reinvested in active non-U.S. business operations and we do not intend to repatriate these earnings to fund U.S. operations. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were not reinvested indefinitely. Deferred taxes are provided for earnings of non-U.S. affiliates and associated companies when we plan to remit those earnings.

(92)

During 2009, following the change in our external credit ratings, funding actions taken and review of our operations, liquidity and funding, we determined that undistributed prior-year earnings of non-U.S. subsidiaries of GECC, on which we had previously provided deferred U.S. taxes, would be indefinitely reinvested outside the U.S. This change increased the amount of prior-year earnings indefinitely reinvested outside the U.S. by approximately $2 billion, resulting in an income tax benefit of $700 million in 2009.

During 2008, because the use of foreign tax credits no longer required the repatriation of prior-year earnings, we increased the amount of prior-year earnings that were indefinitely reinvested outside the U.S. by approximately $1 billion, resulting in an income tax benefit of $350 million.

Annually, GE files over 6,400 income tax returns in over 250 global taxing jurisdictions, a substantial portion of which include our activities. We are under examination or engaged in tax litigation in many of these jurisdictions. During 2010, the IRS completed the audit of our consolidated U.S. income tax returns for 2003-2005. At December 31, 2010, the IRS was auditing our consolidated U.S. income tax returns for 2006-2007. In addition, certain other U.S. tax deficiency issues and refund claims for previous years were unresolved. It is reasonably possible that the 2006-2007 U.S. audit cycle will be completed during the next 12 months, which could result in a decrease in our balance of “unrecognized tax benefits” – that is, the aggregate tax effect of differences between tax return positions and the benefits recogn ized in our financial statements. We believe that there are no other jurisdictions in which the outcome of unresolved issues or claims is likely to be material to our results of operations, financial position or cash flows. We further believe that we have made adequate provision for all income tax uncertainties.

The balance of unrecognized tax benefits, the amount of related interest and penalties we have provided and what we believe to be the range of reasonably possible changes in the next 12 months, were:

December 31 (In millions)	2010		2009
Unrecognized tax benefits	$	2,949	$	3,820
Portion that, if recognized, would reduce tax expense and effective tax rate(a)		1,330		1,792
Accrued interest on unrecognized tax benefits		577		713
Accrued penalties on unrecognized tax benefits		73		73
Reasonably possible reduction to the balance of unrecognized
tax benefits in succeeding 12 months		0-1,200		0-650
Portion that, if recognized, would reduce tax expense and effective tax rate(a)		0-250		0-250

(a)   Some portion of such reduction might be reported as discontinued operations.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(In millions)	2010		2009
Balance at January 1	$	3,820	$	3,454
Additions for tax positions of the current year		43		517
Additions for tax positions of prior years		339		86
Reductions for tax positions of prior years		(1,208)		(174)
Settlements with tax authorities		(34)		(57)
Expiration of the statute of limitations		(11)		(6)
Balance at December 31	$	2,949	$	3,820

We classify interest on tax deficiencies as interest expense; we classify income tax penalties as provision for income taxes. For the year ended December 31, 2010, $(136) million of interest expense and no tax expense related to penalties were recognized in the Statement of Earnings, compared with $20 million and $8 million for the year ended December 31, 2009 and $145 million and $10 million for the year ended December 31, 2008.

(93)

A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate is provided below.

Reconciliation of U.S. Federal Statutory Income Tax Rate to Actual Income Tax Rate

	2010			2009			2008
U.S. federal statutory income tax rate		35.0	%		35.0	%		35.0	%
Increase (reduction) in rate resulting from
Tax on global activities including exports(a)		(50.1)			106.2			(64.7)
U.S. business credits		(12.4)			13.6			(3.4)
All other - net		(12.2)			8.5			(1.6)
		(74.7)			128.2			(69.7)
Actual income tax rate		(39.7)	%		163.3	%		(34.7)	%

(a) 2009 and 2008 included 30.0% and (5.7)%, respectively, from indefinite reinvestment of prior-year earnings.

Deferred Income Taxes

Principal components of our net liability representing deferred income tax balances are as follows:

December 31 (In millions)	2010		2009
Assets
Allowance for losses	$	2,815	$	3,104
Cash flow hedges		692		844
Net unrealized losses on securities		131		335
Non-U.S. loss carryforwards(a)		2,320		1,243
Other - net		7,116		5,678
Total deferred income tax assets		13,074		11,204
Liabilities
Financing leases		6,168		6,210
Operating leases		4,795		5,577
Investment in global subsidiaries		1,360		224
Intangible assets		1,654		1,505
Other - net		5,292		3,427
Total deferred income tax liabilities		19,269		16,943
Net deferred income tax liability	$	6,195	$	5,739

(a) Net of valuation allowances of $419 million and $344 million for 2010 and 2009, respectively. Of the net deferred tax asset as of December 31, 2010, of $2,320 million, $15 million relates to net operating loss carryforwards that expire in various years ending from December 31, 2011, through December 31, 2013; $240 million relates to net operating losses that expire in various years ending from December 31, 2014, through December 31, 2025; and $2,065 million relates to net operating loss carryforwards that may be carried forward indefinitely.

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NOTE 11. SHAREOWNER’S EQUITY

(In millions)	2010		2009		2008
Common stock issued	$	56	$	56	$	56
Accumulated other comprehensive income
Balance at January 1(a)	$	(1,956)	$	(6,970)	$	6,489
Investment securities - net of deferred taxes
of $314, $494 and $(1,568)		498		1,341		(2,152)
Currency translation adjustments - net of deferred taxes
of $2,730, $(717) and $4,167		(2,721)		2,565		(8,586)
Cash flow hedges - net of deferred taxes
of $(511), $917 and $(2,288)		(508)		896		(4,846)
Benefit plans - net of deferred taxes
of $27, $(14) and  $(116)(b)		54		(67)		(262)
Reclassification adjustments
Investment securities - net of deferred taxes
of $27, $255 and $468		51		(4)		164
Currency translation adjustments		–		–		(119)
Cash flow hedges - net of deferred taxes
$723, $399 and $642		977		541		2,342
Balance at December 31	$	(3,605)	$	(1,698)	$	(6,970)
Additional paid-in capital
Balance at January 1	$	28,431	$	19,671	$	14,172
Contributions and other(c)		32		8,760		5,499
Balance at December 31	$	28,463	$	28,431	$	19,671
Retained earnings
Balance at January 1(d)	$	45,622	$	45,497	$	40,513
Net earnings		2,291		1,613		7,422
Dividends (c)		–		–		(2,351)
Other(c)(e)		54		(181)		(112)
Balance at December 31	$	47,967	$	46,929	$	45,472
Total equity
GECC shareowner's equity balance at December 31	$	72,881	$	73,718	$	58,229
Noncontrolling interests balance at December 31(f)		1,164		2,204		2,383
Total equity balance at December 31	$	74,045	$	75,922	$	60,612

(a)   The 2010 opening balance was adjusted as of January 1, 2010, for the cumulative effect of changes in accounting principles of $258 million related to the adoption of ASU 2009-16 & 17.

(b)   For 2010, included $15 million of prior service costs arising during the year and $39 million of amortization of actuarial gains (losses) – net of deferred taxes of $15 million and $12 million, respectively. For 2009, included $(93) million of gains (losses) arising during the year and $26 million of amortization of gains (losses) – net of deferred taxes of $(25) million and $11 million, respectively. For 2008, included $(270) million of gains (losses) arising during the year and $8 million of amortization of gains (losses) – net of deferred taxes of $(120) million and $4 million, respectively.

(c)   Total dividends and other transactions with the shareowner increased equity by $86 million in 2010, $8,579 million in 2009 and $3,036 million in 2008.

(d)   The 2010 opening balance was adjusted as of January 1, 2010, for the cumulative effect of changes in accounting principles of $1,307 million related to the adoption of ASU 2009-16 & 17. The 2009 opening balance was adjusted as of April 1, 2009, for the cumulative effect of changes in accounting principles of $25 million related to adopting amendments on impairment guidance in ASC 320, Investments – Debt and Equity Securities. The cumulative effect of adopting ASC 825 at January 1, 2008, was insignificant.

(e)   Included the effects of accretion of redeemable securities to their redemption value of $38 million and $(23) million in 2010 and 2009, respectively.

(f)   On January 1, 2009, we adopted an amendment to ASC 810, Consolidation, that requires us to classify noncontrolling interests (previously referred to as “minority interest”) as part of shareowner’s equity and to disclose the amount of other comprehensive income attributable to noncontrolling interests.

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All common stock is owned by GE Capital Services, all of the common stock of which is in turn owned by GE Company.

Certain of our consolidated affiliates are restricted from remitting certain funds to us in the form of dividends or loans by a variety of regulations or statutory requirements. Activities of certain of our financial services consolidated affiliates are subject to regulation by various national authorities including banking, financial services and insurance regulators. The activities of these entities include lending, leasing, and other traditional financial services transactions and relate to approximately $129.9 billion of our total assets. National regulators routinely impose restrictions on the transfer of funds across entities and/or borders in the form of dividends or loans as part of their regulatory oversight. However, such funds are available for use by these affiliates, without restriction, to repay borrowings, to fund new loans , or for other normal business purposes. At December 31, 2010, the amount of restricted net assets of these affiliates was $21.6 billion.

Noncontrolling Interests

Noncontrolling interests in equity of consolidated affiliates includes common shares in consolidated affiliates and preferred stock issued by our affiliates. Preferred shares that we are required to redeem at a specified or determinable date are classified as liabilities. The balance is summarized as follows:

December 31 (In millions)	2010		2009
Noncontrolling interests in consolidated affiliates(a)	$	887	$	1,927
Preferred stock(b)		277		277
	$	1,164	$	2,204

(a)   Included noncontrolling interests in partnerships and common shares of consolidated affiliates.

(b)   The preferred stock pays cumulative dividends at an average rate of 6.81%.

Changes to noncontrolling interests are as follows.

	Year ended December 31,
(In millions)	2010		2009
Beginning balance	$	2,204	$	2,383
Net earnings		16		15
Dispositions(a)		(979)		(331)
Dividends		(7)		(11)
AOCI and other (b)		(70)		148
Ending balance	$	1,164	$	2,204

(a)   Includes the effects of deconsolidating both Regency $(979) million during the second quarter of 2010 and Penske Truck Leasing Co., L.P. (PTL) $(331) million during the first quarter of 2009.

(b)   Changes to the individual components of AOCI attributable to noncontrolling interests were insignificant.

During the first quarter of 2009, GE made a $9,500 million capital contribution to GECS. GECS subsequently contributed $8,250 million to us. In addition, we issued one share of its common stock (par value $14) to GECS for $500 million.

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NOTE 12. REVENUES FROM SERVICES

(In millions)	2010		2009		2008
Interest on loans (a)	$	21,280	$	19,135	$	26,296
Equipment leased to others		11,116		12,231		15,568
Fees (a)		4,784		4,514		6,056
Financing leases (a)		2,805		3,317		4,374
Associated companies		2,035		1,007		2,058
Real estate investments		1,240		1,543		3,505
Investment income (a)(b)		585		1,945		1,010
Net securitization gains (a)		–		1,589		1,133
Other items(c)		2,662		3,495		5,872
Total	$	46,507	$	48,776	$	65,872

(a)   On January 1, 2010, we adopted ASU 2009-16 & 17 which required us to consolidate substantially all of our former QSPEs. As a result, 2010 Revenues from services include interest, investment and fee income from these entities, which were not presented on a consolidated basis in 2009. During 2010, we recognized no gains from securitization transactions, as they were recorded as on-book financings. See Note 17.

(b)   Included net other-than-temporary impairments on investment securities of $232 million and $422 million for the twelve months ended December 31, 2010 and 2009, respectively. See Note 3.

(c)   Included a gain on the sale of a limited partnership interest in PTL and a related gain on the remeasurement of the retained investment to fair value totaling $296 million in the first quarter of 2009. See Note 17.

NOTE 13. OPERATING AND ADMINISTRATIVE EXPENSES

Our employees and retirees are covered under a number of pension, stock compensation, health and life insurance plans. The principal pension plans are the GE Pension Plan, a defined benefit plan for U.S. employees and the GE Supplementary Pension Plan, an unfunded plan providing supplementary benefits to higher-level, longer-service U.S. employees. Employees of certain affiliates are covered under separate pension plans which are not significant individually or in the aggregate. We provide health and life insurance benefits to certain of our retired employees, principally through GE Company’s benefit program. The annual cost to us of providing these benefits is not material.

Rental expense under operating leases is shown below.

(In millions)	2010		2009		2008
Equipment for sublease	$	184	$	280	$	358
Other rental expense		453		521		631

At December 31, 2010, minimum rental commitments under noncancellable operating leases aggregated $2,378 million. Amounts payable over the next five years follow.

(In millions)
2011		2012		2013		2014		2015
$	517	$	466	$	306	$	223	$	180

NOTE 14. FAIR VALUE MEASUREMENTS

For a description of how we estimate fair value, see Note 1.

The following tables present our assets and liabilities measured at fair value on a recurring basis. Included in the tables are investment securities of $5,706 million and $6,629 million at December 31, 2010 and 2009, respectively, supporting obligations to holders of GICs in Trinity (which ceased issuing new investment contracts beginning in the first quarter of 2010), and investment securities held at our global banks. Such securities are mainly investment grade.

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										Netting
(In millions)	Level 1		(a)	Level 2		(a)	Level 3		(b)		adjustment	(c)	Net balance
December 31, 2010
Assets
Investment securities
Debt
U.S. corporate	$	588		$	1,360		$	1,697		$	–		$	3,645
State and municipal		–			508			182			–			690
Residential mortgage-backed		47			1,666			45			–			1,758
Commercial mortgage-backed		–			1,388			48			–			1,436
Asset-backed		–			563			2,496			–			3,059
Corporate - non-U.S.		89			356			961			–			1,406
Government - non-U.S.		776			850			128			–			1,754
U.S. government and federal agency		–			2,661			–			–			2,661
Retained interests(d)		–			–			39			–			39
Equity
Available-for-sale		569			500			18			–			1,087
Trading		417			–			–			–			417
Derivatives(e)		–			10,319			330			(3,644)			7,005
Other(f)		–			–			450			–			450
Total	$	2,486		$	20,171		$	6,394		$	(3,644)		$	25,407
Liabilities
Derivatives	$	–		$	6,228		$	102		$	(3,635)		$	2,695
Other		–			31			–			–			31
Total	$	–		$	6,259		$	102		$	(3,635)		$	2,726
December 31, 2009
Assets
Investment securities
Debt
U.S. corporate	$	1,368		$	1,871		$	1,642		$	–		$	4,881
State and municipal		–			501			173			–			674
Residential mortgage-backed		–			2,254			44			–			2,298
Commercial mortgage-backed		–			1,251			51			–			1,302
Asset-backed		–			719			1,480			–			2,199
Corporate - non-U.S.		154			46			731			–			931
Government - non-U.S.		1,114			914			138			–			2,166
U.S. government and federal agency		8			1,780			–			–			1,788
Retained interests		–			–			8,831			–			8,831
Equity
Available-for-sale		437			667			17			–			1,121
Trading		720			–			–			–			720
Derivatives(e)		–			10,808			451			(3,611)			7,648
Other(f)		–			–			554			–			554
Total	$	3,801		$	20,811		$	14,112		$	(3,611)		$	35,113
Liabilities
Derivatives	$	–		$	7,041		$	219		$	(3,623)		$	3,637
Other		–			32			–			–			32
Total	$	–		$	7,073		$	219		$	(3,623)		$	3,669

(a)   Included in Level 1 at December 31, 2010 was $76 million of available-for-sale equity transferred from Level 2 due to the expiration of sale restrictions on the security. Additionally, $110 million of government non-U.S. bonds were reclassified from Level 1 to Level 2. Other transfers to and from Level 1 and Level 2 were insignificant.

(b)   Level 3 investment securities valued using non-binding broker quotes totaled $711 million and $605 million at December 31, 2010 and 2009, respectively, and were classified as available-for-sale securities.

(c)   The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Included fair value adjustments related to our own and counterparty credit risk.

(d)   Substantially all of our retained interests were consolidated in connection with our adoption of ASU 2009-16 & 17 on January 1, 2010.

(e)   The fair value of derivatives included an adjustment for non-performance risk. At December 31, 2010 and 2009, the cumulative adjustment was a loss of $9 million and a gain of $12 million, respectively. See Note 15 for additional information on the composition of our derivative portfolio.

(f)   Included private equity investments and loans designated under the fair value option.

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The following tables present the changes in Level 3 instruments measured on a recurring basis for the years ended December 31, 2010 and 2009, respectively. The majority of our Level 3 balances consist of investment securities classified as available-for-sale with changes in fair value recorded in shareowner’s equity.

Changes in Level 3 Instruments for the Year Ended December 31, 2010

							Net realized/									Net change
							unrealized									in unrealized
							gains (losses)									gains (losses)
				Net realized/			included in									relating to
				unrealized			accumulated		Purchases,		Transfers					instruments
				gains(losses)			other		issuances		in and/or					still held at
	January 1,			included in			comprehensive		and		out of			December 31,		December 31,
(In millions)	2010		(a)	earnings		(b)	income		settlements		Level 3		(c)	2010		2010		(d)
Investment securities
Debt
U.S. corporate	$	1,642		$	54		$	279	$	(287)	$	9		$	1,697	$	–
State and municipal		173			–			23		(14)		–			182		–
Residential
mortgage-backed		44			–			4		–		(3)			45		–
Commercial
mortgage-backed		1,034			30			(3)		(1,013)		–			48		–
Asset-backed		1,475			4			2		1,118		(103)			2,496		–
Corporate - non-U.S.		948			(46)			(48)		126		(19)			961		–
Government
- non-U.S.		138			–			(10)		–		–			128		–
U.S. government and
federal agency		–			–			–		–		–			–		–
Retained interests		45			(1)			3		(8)		–			39		–
Equity
Available-for-sale		17			–			1		–		–			18		–
Trading		–			–			–		–		–			–		–
Derivatives(e)(f)		205			186			15		(66)		(113)			227		15
Other		480			2			(31)		(1)		–			450		–
Total	$	6,201		$	229		$	235	$	(145)	$	(229)		$	6,291	$	15

(a)	Included $1,015 million in debt securities, a reduction in retained interests of $8,782 million and a reduction in derivatives of $37 million related to adoption of ASU 2009-16 & 17.
(b)	Earnings effects are primarily included in the “Revenues from services” and “Interest” captions in the Statement of Earnings.
(c)	Transfers in and out of Level 3 are considered to occur at the beginning of the period. Transfers out of Level 3 were a result of increased use of quotes from independent pricing vendors based on recent trading activity.
(d)	Represented the amount of unrealized gains or losses for the period included in earnings.
(e)	Represented derivative assets net of derivative liabilities and included cash accruals of $(1) million not reflected in the fair value hierarchy table.
(f)	Gains (losses) included in net realized/unrealized gains (losses) included in earnings were offset by the earnings effects from the underlying items that were economically hedged. See Note 15.

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Changes in Level 3 Instruments for the Year Ended December 31, 2009

						Net realized/									Net change
						unrealized									in unrealized
						gains (losses)									gains (losses)
			Net realized/			included in									relating to
			unrealized			accumulated		Purchases,		Transfers					instruments
			gains(losses)			other		issuances		in and/or					still held at
	January 1,		included in			comprehensive		and		out of			December 31,		December 31,
(In millions)	2009		earnings		(a)	income		settlements		Level 3		(b)	2009		2009		(c)
Investment securities
Debt
U.S. corporate	$	1,640	$	10		$	134	$	(209)	$	67		$	1,642	$	–
State and municipal		247		–			(100)		(10)		36			173		–
Residential
mortgage-backed		118		–			(4)		(20)		(50)			44		–
Commercial
mortgage-backed		57		–			(6)		–		–			51		–
Asset-backed		1,286		(12)			213		68		(75)			1,480		–
Corporate - non-U.S.		472		(7)			35		45		186			731		–
Government
- non-U.S.		418		–			4		(10)		(274)			138		–
U.S. government and
federal agency		–		–			–		–		–			–		–
Retained interests		6,356		1,273	(d)		382		820		–			8,831		252
Equity
Available-for-sale		17		–			2		(2)		–			17		–
Trading		–		–			–		–		–			–		–
Derivatives(e)		401		93			(31)		(82)		(139)			242		80
Other		551		1			30		(28)		–			554		3
Total	$	11,563	$	1,358		$	659	$	572	$	(249)		$	13,903	$	335

(a)   Earnings effects are primarily included in the “Revenues from services” and “Interest” captions in the Statement of Earnings.

(b)   Transfers in and out of Level 3 are considered to occur at the beginning of the period. Transfers out of Level 3 were a result of increased use of quotes from independent pricing vendors based on recent trading activity.

(c)   Represented the amount of unrealized gains or losses for the period included in earnings.

(d)   Primarily comprised of interest accretion.

(e)   Represented derivative assets net of derivative liabilities and included cash accruals of $10 million not reflected in the fair value hierarchy table.

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Non-Recurring Fair Value Measurements

The following table represents non-recurring fair value amounts (as measured at the time of the adjustment) for those assets remeasured to fair value on a non-recurring basis during the fiscal year and still held at December 31, 2010 and 2009. These assets can include loans and long-lived assets that have been reduced to fair value when they are held for sale, impaired loans that have been reduced based on the fair value of the underlying collateral, cost and equity method investments and long-lived assets that are written down to fair value when they are impaired and the remeasurement of retained investments in formerly consolidated subsidiaries upon a change in control that results in deconsolidation of a subsidiary, if we sell a controlling interest and retain a noncontrolling stake in the entity. Assets that are written down to fair v alue when impaired and retained investments are not subsequently adjusted to fair value unless further impairment occurs.

	Remeasured during the year ended December 31
	2010				2009
(In millions)	Level 2		Level 3		Level 2		Level 3
Financing receivables and loans held for sale	$	35	$	6,833	$	78	$	5,351
Cost and equity method investments(a)		–		378		–		1,006
Long-lived assets, including real estate		1,023		5,809		435		5,012
Retained investments in formerly
consolidated subsidiaries(b)		–		–		–		5,903
Total	$	1,058	$	13,020	$	513	$	17,272

(a)   Includes the fair value of private equity and real estate funds included in Level 3 of $296 million and $409 million at December 31, 2010 and 2009, respectively.

(b)   During 2010, our retained investment in Regency, a formerly consolidated subsidiary, was remeasured to a Level 1 fair value of $549 million.

The following table represents the fair value adjustments to assets measured at fair value on a non-recurring basis and still held at December 31, 2010 and 2009.

	Year ended December 31
(In millions)	2010		2009
Financing receivables and loans held for sale	$	(1,741)	$	(1,682)
Cost and equity method investments(a)		(246)		(921)
Long-lived assets, including real estate(b)		(2,958)		(1,032)
Retained investments in formerly consolidated subsidiaries		109		237
Total	$	(4,836)	$	(3,398)

(a)   Includes fair value adjustments associated with private equity and real estate funds of $(198) million and $(238) million during 2010 and 2009, respectively.

(b)   Includes $2,089 million of impairments related to real estate equity properties and investments recorded in operating and administrative expenses during 2010.

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NOTE 15. FINANCIAL INSTRUMENTS

The following table provides information about the assets and liabilities not carried at fair value in our Statement of Financial Position. Consistent with ASC 825, Financial Instruments, the table excludes finance leases and non-financial assets and liabilities. Apart from certain of our borrowings and certain marketable securities, few of the instruments discussed below are actively traded and their fair values must often be determined using financial models. Realization of the fair value of these instruments depends upon market forces beyond our control, including marketplace liquidity.

		2010						2009
				Assets (liabilities)						Assets (liabilities)
		Notional		Carrying		Estimated		Notional		Carrying		Estimated
December 31 (In millions)		amount		amount (net)		fair value		amount		amount (net)		fair value
Assets
Loans(b)	$	(a)	$	273,969	$	270,344	$	(a)	$	273,263	$	259,799
Other commercial mortgages		(a)		91		91		(a)		120		120
Loans held for sale		(a)		287		287		(a)		1,303		1,343
Other financial instruments(d)		(a)		2,082		2,490		(a)		2,075		2,365
Liabilities
Borrowings and
bank deposits(b)(c)(e)		(a)		(465,350)		(477,466)		(a)		(490,707)		(496,456)
Guaranteed investment contracts		(a)		(5,502)		(5,524)		(a)		(8,310)		(8,394)
Insurance - credit life(f)		1,812		(102)		(68)		1,574		(79)		(52)

(a)   These financial instruments do not have notional amounts.

(b)   Amounts at December 31, 2010 reflect our adoption of ASU 2009-16 & 17 on January 1, 2010. See Notes 4, 8 and 17

(c)   See Note 8.

(d)   Principally cost method investments.

(e)   Fair values exclude interest rate and currency derivatives designated as hedges of borrowings. Had they been included, the fair value of borrowings at December 31, 2010 and 2009 would have been reduced by $4,298 million and $2,856 million, respectively.

(f)   Net of reinsurance of $2,800 million at both December 31, 2010 and 2009.

A description of how we estimate fair values follows.

Loans

Based on quoted market prices and recent transactions when available. When this data is unobservable, we use a discounted future cash flows methodology, using current market interest rate data adjusted for inherent credit risk.

Borrowings and bank deposits

Based on valuation methodologies using current market interest rate data which are comparable to market quotes adjusted for our non-performance risk.

Guaranteed investment contracts

Based on valuation methodologies using current market interest rate data, adjusted for our non-performance risk.

All other instruments

Based on observable market transactions, valuation methodologies using current market interest rate data adjusted for inherent credit risk and/or quoted market prices.

Assets and liabilities that are reflected in the accompanying financial statements at fair value are not included in the above disclosures; such items include cash and equivalents, investment securities and derivative financial instruments.

Additional information about certain categories in the table above follows.

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Insurance – credit life

Certain insurance affiliates, primarily in Consumer, issue credit life insurance designed to pay the balance due on a loan if the borrower dies before the loan is repaid. As part of our overall risk management process, we cede to third parties a portion of this associated risk, but are not relieved of our primary obligation to policyholders.

Loan Commitments

		Notional amount
December 31 (In millions)		2010		2009
Ordinary course of business lending commitments(a)(b)	$	4,507	$	6,676
Unused revolving credit lines(c)
Commercial(d)		23,779		31,760
Consumer - principally credit cards		227,006		229,386

(a)   Excluded investment commitments of $1,990 million and $2,659 million as of December 31, 2010 and 2009, respectively.

(b)   Included a $972 million commitment as of December 31, 2009, associated with a secured financing arrangement that could have increased to a maximum of $4,998 million based on the asset volume under the arrangement. This commitment was terminated during the third quarter of 2010.

(c)   Excluded inventory financing arrangements, which may be withdrawn at our option, of $11,840 million and $13,889 million as of December 31, 2010 and 2009, respectively.

(d)   Included commitments of $16,243 million and $17,643 million as of December 31, 2010 and 2009, respectively, associated with secured financing arrangements that could have increased to a maximum of $20,268 million and $23,992 million at December 31, 2010 and 2009, respectively, based on asset volume under the arrangement.

Derivatives and hedging

As a matter of policy, we use derivatives for risk management purposes, and we do not use derivatives for speculative purposes. A key risk management objective for our financial services businesses is to mitigate interest rate and currency risk by seeking to ensure that the characteristics of the debt match the assets they are funding. If the form (fixed versus floating) and currency denomination of the debt we issue do not match the related assets, we typically execute derivatives to adjust the nature and tenor of funding to meet this objective. The determination of whether we enter into a derivative transaction or issue debt directly to achieve this objective depends on a number of factors, including market related factors that affect the type of debt we can issue.

The notional amounts of derivative contracts represent the basis upon which interest and other payments are calculated and are reported gross, except for offsetting foreign currency forward contracts that are executed in order to manage our currency risk of net investment in foreign subsidiaries. Of the outstanding notional amount of $307,000 million, approximately 97% or $298,000 million, is associated with reducing or eliminating the interest rate, currency or market risk between financial assets and liabilities in our financial services businesses. The remaining derivative activities primarily relate to hedging against adverse changes in currency exchange rates and commodity prices related to anticipated sales and purchases and contracts containing certain clauses which meet the accounting definition of a derivative . The instruments used in these activities are designated as hedges when practicable. When we are not able to apply hedge accounting, or when the derivative and the hedged item are both recorded in earnings currently, the derivatives are deemed economic hedges and hedge accounting is not applied. This most frequently occurs when we hedge a recognized foreign currency transaction (e.g., a receivable or payable) with a derivative. Since the effects of changes in exchange rates are reflected currently in earnings for both the derivative and the transaction, the economic hedge does not require hedge accounting.

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The following table provides information about the fair value of our derivatives, by contract type, separating those accounted for as hedges and those that are not.

(In millions)	At December 31, 2010				At December 31, 2009
	fair value				fair value
	Assets		Liabilities		Assets		Liabilities
Derivatives accounted for as hedges
Interest rate contracts	$	5,885	$	2,674	$	4,421	$	3,468
Currency exchange contracts		2,915		2,402		4,199		2,316
Other contracts		–		–		10		4
		8,800		5,076		8,630		5,788
Derivatives not accounted for as hedges
Interest rate contracts		294		551		981		905
Currency exchange contracts		1,281		653		1,319		462
Other contracts		274		50		329		105
		1,849		1,254		2,629		1,472
Netting adjustments(a)		(3,644)		(3,635)		(3,611)		(3,623)
Total	$	7,005	$	2,695	$	7,648	$	3,637

Derivatives are classified in the captions “Other assets” and “Other liabilities” in our financial statements.

(a)   The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts included fair value adjustments related to our own and counterparty non-performance risk. At December 31, 2010 and 2009, the cumulative adjustment for non-performance risk was a loss of $9 million and a gain of $12 million, respectively.

Fair value hedges

We use interest rate and currency exchange derivatives to hedge the fair value effects of interest rate and currency exchange rate changes on local and non-functional currency denominated fixed-rate debt. For relationships designated as fair value hedges, changes in fair value of the derivatives are recorded in earnings within interest along with offsetting adjustments to the carrying amount of the hedged debt. The following table provides information about the earnings effects of our fair value hedging relationships for the years ended December 31, 2010 and 2009.

	Year ended				Year ended
	December 31, 2010				December 31, 2009
(In millions)	Gain (loss)		Gain (loss)		Gain (loss)		Gain (loss)
	on hedging		on hedged		on hedging		on hedged
	derivatives		items		derivatives		items
Interest rate contracts	$	2,387	$	(2,924)	$	(5,194)	$	4,998
Currency exchange contracts		47		(60)		(1,106)		1,093

Fair value hedges resulted in $(550) million and $(209) million of ineffectiveness in 2010 and 2009, respectively. In 2010 and 2009, there were insignificant amounts and $(225) million excluded from the assessment of effectiveness, respectively.

Cash flow hedges

We use interest rate, currency exchange and commodity derivatives to reduce the variability of expected future cash flows associated with variable rate borrowings and commercial purchase and sale transactions, including commodities. For derivatives that are designated in a cash flow hedging relationship, the effective portion of the change in fair value of the derivative is reported as a component of AOCI and reclassified into earnings contemporaneously and in the same caption with the earnings effects of the hedged transaction.

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The following table provides information about the amounts recorded in AOCI, as well as the gain (loss) recorded in earnings, primarily in interest, when reclassified out of AOCI, for the years ended December 31, 2010 and 2009.

					Gain (loss) reclassified
	Gain (loss) recognized in AOCI				from AOCI into earnings
	for the year ended December 31				for the year ended December 31
(In millions)	2010		2009		2010		2009
Cash flow hedges
Interest rate contracts	$	(602)	$	(747)	$	(1,359)	$	(2,051)
Currency exchange contracts		(415)		2,390		(377)		1,071
Commodity contracts		5		(25)		–		–
Total	$	(1,012)	$	1,618	$	(1,736)	$	(980)

The total pre-tax amount in AOCI related to cash flow hedges of forecasted transactions was $2,045 million at December 31, 2010. We expect to transfer $(970) million to earnings as an expense in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions. In 2010, we recognized insignificant gains and losses related to hedged forecasted transactions and firm commitments that did not occur by the end of the originally specified period. At December 31, 2010 and 2009, the maximum term of derivative instruments that hedge forecasted transactions was 25 years and 26 years, respectively, and related to hedges of anticipated interest payments associated with external debt.

For cash flow hedges, the amount of ineffectiveness in the hedging relationship and amount of the changes in fair value of the derivatives that are not included in the measurement of ineffectiveness are both reflected in earnings each reporting period. These amounts are primarily reported in revenues from services and totaled $16 million and $50 million for the years ended December 31, 2010 and 2009, respectively, of which $(18) million represents amounts excluded from the assessment of effectiveness for the year ended December 31, 2009.

Net investment hedges in foreign operations

We use currency exchange derivatives to protect our net investments in global operations conducted in non-U.S. dollar currencies. For derivatives that are designated as hedges of net investment in a foreign operation, we assess effectiveness based on changes in spot currency exchange rates. Changes in spot rates on the derivative are recorded as a component of AOCI until such time as the foreign entity is substantially liquidated or sold. The change in fair value of the forward points, which reflects the interest rate differential between the two countries on the derivative, is excluded from the effectiveness assessment.

The following table provides information about the amounts recorded in AOCI for the years ended December 31, 2010 and 2009, as well as the gain (loss) recorded in revenues from services when reclassified out of AOCI.

	Gain (loss) recognized in CTA				Gain (loss) reclassified from CTA
	for the year ended December 31				for the year ended December 31
(In millions)	2010		2009		2010		2009
Net investment hedges
Currency exchange contracts	$	(1,970)	$	(5,994)	$	(38)	$	(84)

The amounts related to the change in the fair value of the forward points that are excluded from the measure of effectiveness were $(906) million and $(899) million for the years ended December 31, 2010 and 2009, respectively, and are recorded in interest.

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Free-standing derivatives

Changes in the fair value of derivatives that are not designated as hedges are recorded in earnings each period. As discussed above, these derivatives are typically entered into as economic hedges of changes in interest rates, currency exchange rates, commodity prices and other risks. Gains or losses related to the derivative are typically recorded in revenues from services, based on our accounting policy. In general, the earnings effects of the item that represent the economic risk exposure are recorded in the same caption as the derivative. Losses for the year ended December 31, 2010 on derivatives not designated as hedges were $(528) million comprised of amounts related to interest rate contracts of $214 million, currency exchange contracts of $(763) million, and other derivatives of $21 million. These losses were more than offset by t he earnings effects from the underlying items that were economically hedged. Gains for the year ended December 31, 2009 on derivatives not designated as hedges, without considering the offsetting earnings effects from the item representing the economic risk exposure, were $693 million comprised of amounts related to interest rate contracts of $226 million, currency exchange contracts of $353 million, and other derivatives of $114 million.

Counterparty credit risk

Fair values of our derivatives can change significantly from period to period based on, among other factors, market movements and changes in our positions.  Accordingly, we actively monitor these exposures and take appropriate actions in response.  We manage counterparty credit risk (the risk that counterparties will default and not make payments to us according to the terms of our standard master agreements) on an individual counterparty basis. Where we have agreed to netting of derivative exposures with a counterparty, we offset our exposures with that counterparty and apply the value of collateral posted to us to determine the exposure. When net exposure to a counterparty, based on the current market values of agreements and collateral, exceeds credit exposure limits (see following table), we typically take action t o reduce such exposures. These actions may include prohibiting additional transactions with the counterparty, requiring additional collateral from the counterparty (as described below) and terminating or restructuring transactions.

As discussed above, we have provisions in certain of our master agreements that require counterparties to post collateral (typically, cash or U.S. Treasuries) when our receivable due from the counterparty, measured at current market value, exceeds a specified limit. At December 31, 2010, our exposure to counterparties, including interest due, net of collateral we hold, was $890 million. The fair value of such collateral was $7,447 million, of which $2,112 million was cash and $5,335 million was in the form of securities held by a custodian for our benefit. Under certain of these same agreements, we post collateral to our counterparties for our derivative obligations, the fair value of which was $1,528 million at December 31, 2010.

Following is our policy relating to initial credit rating requirements and to exposure limits to counterparties.

Counterparty credit criteria
	Credit rating
	Moody's	S & P
Foreign exchange forwards (less than one year)	P-1	A-1
All derivatives between one and five years	Aa3(a)	AA-(a)
All derivatives greater than five years	Aaa(a)	AAA(a)

(a) Counterparties that have an obligation to provide collateral to cover credit exposure in accordance with a credit support agreement typically have a minimum A3/A-rating.

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Exposure limits
(In millions)
Minimum rating			Exposure(a)
			With collateral		Without collateral
Moody's	S & P		arrangements		arrangements
Aaa	AAA	$	100	$	75
Aa3	AA-		50		50
A3	A-		5		–

(a) For derivatives with exposures less than one year, counterparties are permitted to have unsecured exposure up to $150 million with a minimum rating of A-1/P-1. Exposure to a counterparty is determined net of collateral.

Additionally, our standard master agreements typically contain mutual downgrade provisions that provide the ability of each party to require termination if the long-term credit rating of the counterparty were to fall below A-/A3. In certain of these master agreements, each party also has the ability to require termination if the short-term rating of the counterparty were to fall below A-1/P-1. The net amount relating to our derivative liability of $2,695 million subject to these provisions, after consideration of collateral posted by us, and outstanding interest payments, was $822 million at December 31, 2010.

NOTE 16. SUPPLEMENTAL INFORMATION ABOUT THE CREDIT QUALITY OF FINANCING RECEIVABLES AND ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES

Pursuant to new disclosures required by ASC 310-10, effective December 31, 2010, we provide further detailed information about the credit quality of our Commercial, Real Estate and Consumer financing receivables portfolios. For each portfolio, we describe the characteristics of the financing receivables and provide information about collateral, payment performance, credit quality indicators, and impairment. While we provide data on selected credit quality indicators in accordance with the new disclosure requirements of ASC 310-10, we manage these portfolios using delinquency and nonearning data as key performance indicators. The categories used within this section such as impaired loans, troubled debt restructuring and nonaccrual financing receivables are defined by the authoritative guidance and we base our categorization on the related scope and definitions contained in the related standards. The categories of nonearning and delinquent are defined by us and are used in our process for managing our financing receivables. Definitions of these categories are provided below:

Impaired loans are larger balance or restructured loans for which it is probable that the lender will be unable to collect all amounts due according to original contractual terms of the loan agreement.

Troubled debt restructurings are those loans for which we have granted a concession to a borrower experiencing financial difficulties where we do not receive adequate compensation.  Such loans are classified as impaired, and are individually reviewed for specific reserves.

Nonaccrual financing receivables are those on which we have stopped accruing interest. We stop accruing interest at the earlier of the time at which collection of an account becomes doubtful or the account becomes 90 days past due. Although we stop accruing interest in advance of payments, we recognize interest income as cash is collected when appropriate provided the amount does not exceed that which would have been earned at the historical effective interest rate.

Nonearning financing receivables are a subset of nonaccrual financing receivables for which cash payments are not being received or for which we are on the cost recovery method of accounting (i.e., any payments are accounted for as a reduction of principal). This category excludes loans purchased at a discount (unless they have deteriorated post acquisition).

Delinquent financing receivables are those that are 30 days or more past due based on their contractual terms.

The same financing receivable may meet more than one of the definitions above. Accordingly, these categories are not mutually exclusive and it is possible for a particular loan to meet the definitions of a TDR, impaired loan, nonaccrual loan and nonearning loan and be included in each of these categories in the tables that follow. The categorization of a particular loan also may not be indicative of the potential for loss.

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COMMERCIAL

Substantially all of our commercial portfolio comprises secured collateral positions. CLL products include loans and leases collateralized by a wide variety of equipment types, cash flow loans, asset-backed loans and factoring arrangements. Our loans and leases are secured by assets such as heavy machinery, vehicles, medical equipment, corporate aircraft, and office imaging equipment. Cash flow financing is secured by our ability to liquidate the underlying assets of the borrower and the asset-backed loans and factoring arrangements are secured by customer accounts receivable, inventory, and/or machinery and equipment. The portfolios in our Energy Financial Services and GECAS businesses are primarily collateralized by energy generating assets and commercial aircraft, respectively. Our senior secured position and risk management expertise provide loss mitigation against borrowers with weak credit characteristics.

Financing Receivables and Allowance for Losses

The following table provides further information about general and specific reserves related to Commercial financing receivables.

Commercial	Financing receivables at
	December 31,		January 1,		December 31,
(In millions)	2010		2010(a)		2009
CLL(b)
Americas	$	86,596	$	99,666	$	87,496
Europe		37,498		43,403		41,455
Asia		11,943		13,159		13,202
Other		2,626		2,836		2,836
Total CLL		138,663		159,064		144,989
Energy Financial Services		7,011		7,790		7,790
GECAS(b)		12,615		13,254		13,254
Other(c)		1,788		2,614		2,614
Total Commercial financing receivables,
before allowance for losses	$	160,077	$	182,722	$	168,647
Non-impaired financing receivables	$	154,257	$	177,637	$	163,661
General reserves		1,014		1,200		1,102
Impaired loans		5,820		5,085		4,986
Specific reserves		1,031		1,031		1,073

(a) Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.

(b) During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

(c) Primarily consisted of loans and financing leases in former consolidated, liquidating securitization entities, which became wholly owned affiliates in December 2010.

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Past Due Financing Receivables

The following table displays payment performance of Commercial financing receivables.

Commercial	December 31, 2010				December 31, 2009
	Over 30 days		Over 90 days		Over 30 days		Over 90 days
(In millions)	past due		past due		past due		past due
CLL
Americas	1.3	%	0.8	%	2.1	%	1.5	%
Europe	4.2		2.3		5.0		3.0
Asia	2.2		1.4		3.9		3.1
Other	0.7		0.3		1.5		0.8
Total CLL	2.1		1.3		3.1		2.0
Energy Financial Services	0.9		0.8		0.6		0.6
GECAS	–		–		1.2		1.2
Other	5.8		5.5		1.6		1.3

Nonaccrual Financing Receivables

The following table provides further information about Commercial financing receivables that are classified as nonaccrual. Of our $5,463 million of nonaccrual financing receivables at December 31, 2010, $1,016 million are currently paying in accordance with their contractual terms.

Commercial(a)	Nonaccrual financing receivables at									Nonearning financing receivables at
	December 31,			January 1,			December 31,			December 31,			January 1,			December 31,
(In millions)	2010			2010(b)			2009			2010			2010(b)			2009
CLL
Americas	$	3,206		$	3,776		$	3,484		$	2,571		$	3,437		$	3,155
Europe		1,415			1,441			1,441			1,241			1,441			1,441
Asia		616			559			576			406			559			576
Other		9			24			24			8			24			24
Total CLL		5,246			5,800			5,525			4,226			5,461			5,196
Energy Financial Services		78			183			183			62			78			78
GECAS		–			153			153			–			153			153
Other		139			95			95			102			72			72
Total	$	5,463		$	6,231		$	5,956		$	4,390		$	5,764		$	5,499
Allowance for losses
percentage		37.4	%		35.8	%		36.5	%		46.6	%		38.7	%		39.6	%

(a)   During the first quarter of 2010, we transferred the Consumer business in Italy from Consumer to CLL. Prior period amounts were reclassified to conform to the current-period presentation.

(b)   Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.

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Impaired Loans

The following table provides information about loans classified as impaired and specific reserves related to Commercial.

Commercial(a)	With no specific allowance						With a specific allowance
		Recorded	Unpaid		Average			Recorded	Unpaid				Average
	investment		principal		investment in		investment		principal		Associated		investment in
(In millions)	in loans		balance		loans		in loans		balance		allowance		loans
December 31, 2010
CLL
Americas	$	2,030	$	2,127	$	1,547	$	1,699	$	1,744	$	589	$	1,754
Europe		802		674		629		566		566		267		563
Asia		119		117		117		338		303		132		334
Other		–		–		9		–		–		–		–
Total CLL		2,951		2,918		2,302		2,603		2,613		988		2,651
Energy Financial Services		54		61		76		24		24		6		70
GECAS		24		24		50		–		–		–		31
Other		58		57		30		106		99		37		82
Total	$	3,087	$	3,060	$	2,458	$	2,733	$	2,736	$	1,031	$	2,834

(a) We recognized $88 million of interest income for the year ended December 31, 2010, principally on a cash basis. A substantial majority of this amount was related to income recognized in our CLL – Americas business.

Credit Quality Indicators

Substantially all of our Commercial financing receivables portfolio is secured lending and we assess the overall quality of the portfolio based on the potential risk of loss measure. The metric incorporates both the borrower’s credit quality along with any related collateral protection.

Our internal risk ratings process is an important source of information in determining our allowance for losses and represents a comprehensive, statistically validated approach to evaluate risk in our financing receivables portfolios. In deriving our internal risk ratings, we stratify our Commercial portfolios into twenty-one categories of default risk and/or six categories of loss given default to group into three categories: A, B and C. Our process starts by developing an internal risk rating for our borrowers, which are based upon our proprietary models using data derived from borrower financial statements, agency ratings, payment history information, equity prices and other commercial borrower characteristics. We then evaluate the potential risk of loss for the specific lending transaction in the event of borrower default, which takes into account such factors as applicable collateral value, historical loss and recovery rates for similar transactions, and our collection capabilities. Our internal risk ratings process and the models we use are subject to regular monitoring and validation controls. The frequency of rating updates is set by our credit risk policy, which requires annual Audit Committee approval. The models are updated on a regular basis and statistically validated annually, or more frequently as circumstances warrant.

The table below summarizes our Commercial financing receivables by risk category. As described above, financing receivables are assigned one of twenty-one risk ratings based on our process and then these are grouped by similar characteristics into three categories in the table below. Category A is characterized by either high credit quality borrowers or transactions with significant collateral coverage which substantially reduces or eliminates the risk of loss in the event of borrower default. Category B is characterized by borrowers with weaker credit quality than those in Category A, or transactions with moderately strong collateral coverage which minimizes but may not fully mitigate the risk of loss in the event of default. Category C is characterized by borrowers with higher levels of default risk relative to our overall portfolio or transactions where collateral coverage may not fully mitigate a loss in the event of default.

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Commercial
	Secured
(In millions)	A		B		C		Total
December 31, 2010
CLL
Americas	$	76,977	$	4,103	$	5,516	$	86,596
Europe		33,642		840		1,262		35,744
Asia		10,777		199		766		11,742
Other		2,506		66		54		2,626
Total CLL		123,902		5,208		7,598		136,708
Energy Financial Services		6,775		183		53		7,011
GECAS		12,089		277		249		12,615
Other		1,788		–		–		1,788
Total	$	144,554	$	5,668	$	7,900	$	158,122

For our secured financing receivables portfolio, our collateral position and ability to work out problem accounts mitigates our losses. Our asset managers have deep industry expertise that enables us to identify the optimum approach to default situations. We price risk premiums for weaker credits at origination, closely monitor changes in creditworthiness through our risk ratings and watch list process, and are engaged early with deteriorating credits to minimize economic loss. Secured financing receivables within risk Category C are predominantly in our CLL businesses and are primarily comprised of senior term lending facilities and factoring programs secured by various asset types including inventory, accounts receivable, cash, equipment and related business facilities as well as franchise finance activities secured by underlying equipm ent.

Loans within Category C are reviewed and monitored regularly, and classified as impaired when it is probable that they will not pay in accordance with contractual terms. Our internal risk rating process identifies credits warranting closer monitoring; and as such, these loans are not necessarily classified as nonearning or impaired.

At December 31, 2010, our unsecured Commercial financing receivables portfolio of $208 million, $964 million and $783 million was rated A, B and C, respectively. Substantially all of these financing receivables are attributable to our Interbanca S.p.A. and GE Sanyo Credit acquisitions in Europe and Asia, respectively.

REAL ESTATE

Our real estate portfolio primarily comprises fixed and floating loans secured by commercial real estate. Our Debt portfolio is underwritten based on the cash flows generated by underlying income-producing commercial properties and secured by first mortgages. Our Business properties portfolio is underwritten primarily by the credit quality of the borrower and secured by tenant and owner-occupied commercial properties.

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Financing Receivables and Allowance for Losses

The following table provides further information about general and specific reserves related to Real Estate financing receivables.

Real Estate	Financing receivables at
	December 31,		January 1,		December 31,
(In millions)	2010		2010(a)		2009
Debt	$	30,249	$	36,257	$	36,565
Business properties		9,962		12,416		8,276
Total Real Estate financing receivables,
before allowance for losses	$	40,211	$	48,673	$	44,841
Non-impaired financing receivables	$	30,394	$	42,050	$	38,323
General reserves		338		498		477
Impaired loans		9,817		6,623		6,518
Specific reserves		1,150		1,038		1,017

(a)   Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.

Past Due Financing Receivables

The following table displays payment performance of Real Estate financing receivables.

Real Estate	December 31, 2010					December 31, 2009
	Over 30 days		Over 90 days			Over 30 days		Over 90 days
(In millions)	past due		past due			past due		past due
Debt	4.3	%		4.1	%	4.3	%		3.0	%
Business properties	4.6			3.9		4.4			3.8
Total	4.4			4.0		4.3			3.1

Nonaccrual Financing Receivables

The following table provides further information about Real Estate financing receivables that are classified as nonaccrual. Of our $9,719 million of nonaccrual financing receivables at December 31, 2010, $7,888 million are currently paying in accordance with their contractual terms.

Real Estate	Nonaccrual financing receivables at									Nonearning financing receivables at
	December 31,			January 1,			December 31,			December 31,			January 1,			December 31,
(In millions)	2010			2010(a)			2009			2010			2010(a)			2009
Debt	$	9,039		$	6,342		$	6,649		$	961		$	939		$	939
Business properties		680			493			388			386			419			313
Total	$	9,719		$	6,835		$	7,037		$	1,347		$	1,358		$	1,252
Allowance for losses
percentage		15.3	%		22.5	%		21.2	%		110.5	%		113.1	%		119.3	%

(a)   Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.

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Impaired Loans

The following table provides information about loans classified as impaired and specific reserves related to Real Estate.

Real Estate(a)	With no specific allowance						With a specific allowance
	Recorded		Unpaid		Average		Recorded		Unpaid				Average
	investment		principal		investment		investment		principal		Associated		investment
(In millions)	in loans		balance		in loans		in loans		balance		allowance		in loans
December 31, 2010
Debt	$	2,814	$	2,873	$	1,598	$	6,323	$	6,498	$	1,007	$	6,116
Business properties		191		213		141		489		476		143		382
Total	$	3,005	$	3,086	$	1,739	$	6,812	$	6,974	$	1,150	$	6,498

(a)   We recognized $189 million of interest income for the year ended December 31, 2010, principally on a cash basis. A substantial majority of this amount related to our Real Estate–Debt business.

Credit Quality Indicators

Due to the primarily non-recourse nature of our Debt portfolio, loan-to-value ratios provide the best indicators of the credit quality of the portfolio. By contrast, the credit quality of the Business properties portfolio is primarily influenced by the strength of the borrower’s general credit quality, which is reflected in our internal risk rating process, consistent with the process we use for our Commercial portfolio.

	Loan-to-value ratio
	Less than		80% to		Greater than
(In millions)	80%		95%		95%
December 31, 2010
Debt	$	12,362	$	9,392	$	8,495
	Internal Risk Rating
(In millions)	A		B		C
December 31, 2010
Business properties	$	8,746	$	437	$	779

Within Real Estate, these financing receivables are primarily concentrated in our North American and European Lending platforms and are secured by various property types. Collateral values for Real Estate Debt financing receivables are updated at least semi-annually, or more frequently for higher risk loans. A substantial majority of the Real Estate Debt financing receivables with loan-to-value ratios greater than 95% are paying in accordance with contractual terms. Substantially all of these loans and substantially all of the Real Estate Business properties financing receivables included in Category C are impaired loans which are subject to the specific reserve evaluation process described in Note 1. The ultimate recoverability of impaired loans is driven by collection strategies that do not necessarily depend on the sale of the underlyi ng collateral and include full or partial repayments through third-party refinancing and restructurings.

CONSUMER

Our Consumer portfolio is largely non-U.S. and primarily comprises residential mortgage, sales finance, and auto and personal loans in various European and Asian countries. At December 31, 2010, our U.S. consumer financing receivables included private-label credit card and sales financing for over 51 million customers across the U.S. with no metropolitan area accounting for more than 6% of the portfolio. Of the total U.S. consumer financing receivables, approximately 63% relate to credit card loans, which are often subject to profit and loss sharing arrangements with the retailer (which are recorded in revenues), and the remaining 37% are sales finance receivables, which provide financing to customers in areas such as electronics, recreation, medical and home improvement.

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Financing Receivables and Allowance for Losses

The following table provides further information about general and specific reserves related to Consumer financing receivables.

Consumer(a)	Financing receivables at
	December 31,		January 1,		December 31,
(In millions)	2010		2010(b)		2009
Non-U.S. residential mortgages	$	45,536	$	54,921	$	54,921
Non-U.S. installment and revolving credit		20,368		23,443		23,443
U.S. installment and revolving credit		43,974		44,008		20,027
Non-U.S. auto		8,877		12,762		12,762
Other		8,306		10,156		10,156
Total Consumer financing receivables,
before allowance for losses	$	127,061	$	145,290	$	121,309
Non-impaired financing receivables	$	124,507	$	143,593	$	119,976
General reserves		3,984		5,488		3,952
Impaired loans		2,554		1,697		1,333
Specific reserves		555		301		235

(a) During the first quarter of 2010, we transferred the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

(b) Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.

Past Due Financing Receivables

The following table displays payment performance of our Consumer financing receivables.

Consumer	December 31, 2010				December 31, 2009
	Over 30 days		Over 90 days		Over 30 days		Over 90 days
(In millions)	past due		past due(a)		past due		past due(a)
Non-U.S. residential mortgages	13.3	%	8.4	%	13.5	%	8.3	%
Non-U.S. installment and revolving credit	4.5		1.3		5.4		1.8
U.S. installment and revolving credit	6.2		2.8		9.0		4.3
Non-U.S. auto	3.2		0.5		3.3		0.5
Other	4.2		2.3		5.4		3.0
Total Consumer	8.1		4.4		9.4		5.1

(a) Included $268 million and $236 million of loans at December 31, 2010 and 2009, respectively, which are over 90 days past due and accruing interest. A substantial majority of these loans are covered by third-party mortgage insurance, which provide for payment of principal and interest on the underlying loan.

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Nonaccrual Financing Receivables

The following table provides further information about Consumer financing receivables that are classified as nonaccrual.

Consumer(a)	Nonaccrual financing receivables at									Nonearning financing receivables at
	December 31,			January 1,			December 31,			December 31,			January 1,			December 31,
(In millions)	2010			2010(b)			2009			2010			2010(b)			2009
Non-U.S. residential mortgages	$	4,059		$	4,352		$	4,352		$	3,812		$	4,331		$	4,331
Non-U.S. installment and
revolving credit		303			423			423			290			409			409
U.S. installment and
revolving credit		1,201			1,624			832			1,201			1,624			832
Non-U.S. auto		48			78			78			48			66			66
Other		600			630			630			478			610			610
Total	$	6,211		$	7,107		$	6,315		$	5,829		$	7,040		$	6,248
Allowance for losses
percentage		73.1	%		81.5	%		66.3	%		77.9	%		82.2	%		67.0	%

(a)   During the first quarter of 2010, we transferred the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.

(b)   Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.

Impaired Loans

The vast majority of our Consumer nonaccrual financing receivables are smaller balance homogeneous loans evaluated collectively, by portfolio, for impairment and therefore are outside the scope of the disclosure requirement for impaired loans. Accordingly, impaired loans in our Consumer business represent restructured smaller balance homogeneous loans meeting the definition of a TDR, and therefore subject to the disclosure requirement for impaired loans, and commercial loans in our Consumer–Other portfolio. The recorded investment of these impaired loans totaled $2,554 million (with an unpaid principal balance of $2,244 million) and comprised $106 million with no specific allowance, primarily all in our Consumer–Other portfolio, and $2,448 million with a specific allowance of $555 million at December 31, 2010.  The i mpaired loans with a specific allowance included $428 million with a specific allowance of $114 million in our Consumer–Other portfolio and $2,020 million with a specific allowance of $441 million across the remaining Consumer business and had an unpaid principal balance and average investment of $2,139 million and $1,771 million, respectively, at December 31, 2010.  We recognized $115 million of interest income for the year ended December 31, 2010, principally on a cash basis. A substantial majority of this amount related to income recognized in our Consumer–U.S. installment and revolving credit business.

Credit Quality Indicators

Our Consumer financing receivables portfolio comprises both secured and unsecured lending. Secured financing receivables comprise residential loans and lending to small and medium-sized enterprises predominantly secured by auto and equipment, inventory finance, and cash flow loans. Unsecured financing receivables include private-label credit card financing. A substantial majority of these cards are not for general use and are limited to the products and services sold by the retailer. The private label portfolio is diverse with no metropolitan area accounting for more than 6% of the related portfolio.

Non-U.S. residential mortgages

For our secured non-U.S. residential mortgage book, we assess the overall credit quality of the portfolio through loan-to-value ratios (the ratio of the outstanding debt on a property to the value of that property at origination). In the event of default and repossession of the underlying collateral, we have the ability to remarket and sell the properties to eliminate or mitigate the potential risk of loss. The table below provides additional information about our non-U.S. residential mortgages based on loan-to-value ratios.

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	Loan-to-value ratio
	80% or		Greater than		Greater than
(In millions)	less		80% to 90%		90%
December 31, 2010
Non-U.S. residential mortgages	$	25,393	$	7,515	$	12,628

The majority of these financing receivables are in our U.K. and France portfolios and have re-indexed loan-to-value ratios of 83% and 60%, respectively. We have third-party mortgage insurance for approximately 73% of the balance of Consumer non-U.S. residential mortgage loans with loan-to-value ratios greater than 90% at December 31, 2010. Such loans were primarily originated in the U.K. and France.

Installment and Revolving Credit

For our unsecured lending products, including the non-U.S. and U.S. installment and revolving credit and non-U.S. auto portfolios, we assess overall credit quality using internal and external credit scores. Our internal credit scores imply a probability of default which we consistently translate into three approximate credit bureau equivalent credit score categories, including (a) 681 or higher which are considered the strongest credits; (b) 615 to 680, considered moderate credit risk; and (c) 614 or less, which are considered weaker credits.

	Internal ratings translated to
	approximate credit bureau equivalent score
	681 or		615 to		614 or
(In millions)	higher		680		less
December 31, 2010
Non-U.S. installment and revolving credit	$	10,298	$	5,859	$	4,211
U.S. installment and revolving credit		25,940		8,846		9,188
Non-U.S. auto		6,397		1,551		929

Of those financing receivable accounts with credit bureau equivalent scores of 614 or less at December 31, 2010, 94% and 6% relate to installment and revolving credit accounts and non-U.S. auto accounts, respectively. These smaller balance accounts have an average outstanding balance less than one thousand U.S. dollars and are primarily concentrated in our retail card and sales finance receivables in the U.S. (which are often subject to profit and loss sharing arrangements), and closed-end loans outside the U.S., which minimizes the potential for loss in the event of default. For lower credit scores, we adequately price for the incremental risk at origination and monitor credit migration through our risk ratings process. We continuously adjust our credit line underwriting management and collection strategies based on customer behavior and risk profile changes. During 2008 through 2010, we strengthened our underwriting processes by actively reducing credit lines and approval rates along with increasing our collection efforts to mitigate the potential risk of loss in these portfolios and we have experienced an improvement in nonearning assets.

Consumer–Other

Secured lending in Consumer–Other comprises loans to small and medium-sized enterprises predominantly secured by auto and equipment, inventory finance, and cash flow loans. We develop our internal risk ratings for this portfolio in a manner consistent with the process used to develop our Commercial credit quality indicators, described above. We use the borrower’s credit quality and underlying collateral strength to determine the potential risk of loss from these activities.

At December 31, 2010, Consumer–Other financing receivables of $6,417 million, $822 million and $1,067 million were rated A, B, and C, respectively.

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NOTE 17. VARIABLE INTEREST ENTITIES

We securitize financial assets and arrange other forms of asset-backed financing in the ordinary course of business. These transactions are similar to those used by many financial institutions. Beyond improving returns, these transactions serve as alternative funding sources for a variety of diversified lending and securities transactions. Historically, we have used both GECC-supported and third-party VIEs to execute off-balance sheet securitization transactions funded in the commercial paper and term markets. The largest group of VIEs that we are involved with are former QSPEs, which under guidance in effect through December 31, 2009 were excluded from the scope of consolidation standards based on their characteristics. Except as noted below, investors in these entities only have recourse to the assets owned by the entity and not to our general credit. We do not have implicit support arrangements with any VIE. We did not provide non-contractual support for previously transferred financing receivables to any VIE in 2010 or 2009.

On January 1, 2010, we adopted FASB ASU 2009-16 & 17, which amended ASC 860, Transfers and Servicing, and ASC 810, Consolidation, respectively. These amendments eliminated the scope exception for QSPEs and required that all such entities be evaluated for consolidation as VIEs, which resulted in the consolidation of all of our sponsored QSPEs. Among other changes, the amendments to ASC 810 replaced the existing quantitative approach for identifying the party that should consolidate a VIE, which was based on exposure to a majority of the risks and rewards, with a qualitative approach, based on determination of which party has the power to direct the most economically significant activities of the entity. The revised guidance will sometimes change the composition of entities that meet the definition of a VIE and the determination about which party should consolidate a VIE, as well as requiring the latter to be evaluated continuously.

In evaluating whether we have the power to direct, as defined in the standard, we consider the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in those activities that significantly determine the entity’s economic performance as compared to other economic interest holders. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity’s future performance and the exercise of professional judgment in deciding which decision-making rights are most important.

In determining whether we have the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, we evaluate all of our economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements).  This evaluation considers all relevant factors of the entity’s design, including: the entity’s capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant.  The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests is a matter that requires the exercise of profes sional judgment.

As of January 1, 2010 and subsequently, we evaluated all entities that fall within the scope of the amended ASC 810 to determine whether we were required to consolidate or deconsolidate them based on the approach described above. In addition to the securitization QSPEs described above, we were required to consolidate assets of VIEs related to direct investments in entities that hold loans and fixed income securities, and a small number of companies to which we have extended loans in the ordinary course of business and have subsequently been subject to a TDR. The incremental effect of these entities on our total assets and liabilities, net of our investment in them, was an increase of approximately $30,917 million and $32,359 million, respectively, at January 1, 2010. There also was a net reduction of total equity (including noncontrolling interests) of approximately $1,442 million at January 1, 2010, principally related to the reversal of previously recognized securitization gains as a cumulative effect adjustment to retained earnings.

The assets of QSPEs that we consolidated were $29,792 million, net of our existing retained interests of $8,782 million, and liabilities were $31,616 million at January 1, 2010. Significant assets of the QSPEs included net financing receivables of $39,463 million and investment securities of $1,015 million at January 1, 2010. Significant liabilities included non-recourse borrowings of $36,112 million. The assets and liabilities of other VIEs we consolidated were $1,125 million and $743 million, respectively.

Consolidated Variable Interest Entities

We consolidate VIEs because we have the power to direct the activities that significantly affect the VIEs economic performance, typically because of our role as either servicer or manager for the VIE. Our consolidated VIEs fall into three main groups, which are further described below:

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·   Trinity is a group of sponsored special purpose entities that holds investment securities, the majority of which are investment grade, and are funded by the issuance of GICs. These entities were consolidated in 2003, and ceased issuing new investment contracts beginning in the first quarter of 2010.

If the long-term credit rating of GECC were to fall below AA-/Aa3 or its short-term credit rating were to fall below A-1+/P-1, GECC would be required to provide approximately $1,508 million to such entities as of December 31, 2010 pursuant to letters of credit issued by GECC. To the extent that the entities’ liabilities exceed the ultimate value of the proceeds from the sale of their assets and the amount drawn under the letters of credit, GECC is required to provide such excess amount. As the borrowings of these entities are already reflected in our consolidated Statement of Financial Position, there would be no change in our debt if this were to occur. As of December 31, 2010, the carrying value of the liabilities of these entities’ was $5,690 million and the fair value of their assets was $5,989 million (which included net unrealized losses on investment securities of $690 million). With respect to t hese investment securities, we intend to hold them at least until such time as their individual fair values exceed their amortized cost. We have the ability to hold all such debt securities until maturity.

·   Securitization QSPEs comprise previously off-book QSPEs that were consolidated on January 1, 2010 in connection with our adoption of ASU 2009-16 & 17. These entities were created to facilitate securitization of financial assets and other forms of asset-backed financing which serve as an alternative funding source by providing access to the commercial paper and term markets. The securitization transactions executed with these entities are similar to those used by many financial institutions and substantially all are non-recourse. We provide servicing for substantially all of the assets in these entities.

The financing receivables in these entities have similar risks and characteristics to our other financing receivables and were underwritten to the same standard. Accordingly, the performance of these assets has been similar to our other financing receivables; however, the blended performance of the pools of receivables in these entities reflects the eligibility criteria that we apply to determine which receivables are selected for transfer. Contractually the cash flows from these financing receivables must first be used to pay third-party debt holders as well as other expenses of the entity. Excess cash flows are available to GECC. The creditors of these entities have no claim on other assets of GECC.

·   Other remaining assets and liabilities of consolidated VIEs relate primarily to three categories of entities: (1) enterprises we acquired that had previously created asset-backed financing entities to fund commercial real estate, middle-market and equipment loans; we are the collateral manager for these entities; (2) entities that have executed on-balance sheet securitizations of financial assets and of third party trade receivables; and (3) other entities that are involved in power generating, leasing and real estate activities.

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The table below summarizes the assets and liabilities of consolidated VIEs described above.

				Consolidated
				Liquidating
				Securitization			Securitization
(In millions)	Trinity		(a)	Entities		(a)	QSPEs		(b)(c)	Other		(c)	Total
December 31, 2010
Assets
Financing receivables, net	$	–		$	–		$	33,997		$	5,475		$	39,472
Investment securities		5,706			–			–			–			5,706
Other assets(d)		283			–			520			2,086			2,889
Total	$	5,989		$	–		$	34,517		$	7,561		$	48,067
Liabilities
Borrowings(d)	$	–		$	–		$	210		$	905		$	1,115
Non-recourse borrowings of
consolidated securitization entities		–			–			26,554			2,890			29,444
Other liabilities(d)		5,690			–			123			264			6,077
Total	$	5,690		$	–		$	26,887		$	4,059		$	36,636
December 31, 2009
Assets
Financing receivables, net	$	–		$	2,576		$	–		$	4,277		$	6,853
Investment securities		6,629			–			–			35			6,664
Other assets(d)		716			32			–			871			1,619
Total	$	7,345		$	2,608		$	–		$	5,183		$	15,136
Liabilities
Borrowings(d)	$	–		$	–		$	–		$	1,754		$	1,754
Non-recourse borrowings of
consolidated securitization entities		–			2,424			–			684			3,108
Other liabilities(d)		8,519			80			–			441			9,040
Total	$	8,519		$	2,504		$	–		$	2,879		$	13,902

(a) Entities consolidated on July 1, 2003 or January 1, 2004 as a result of amendments to U.S. GAAP. During 2010, the capital structure of the consolidated liquidating securitization entities changed and they are now consolidated under the voting interest model.

(b) Entities consolidated on January 1, 2010 by the initial application of ASU 2009-16 & 17.

(c)   In certain transactions entered into prior to December 31, 2004, we provided contractual credit and liquidity support to third parties who funded the purchase of securitized or participated interests in assets. We have not entered into additional arrangements since that date. Liquidity and credit support was $936 million at December 31, 2010 and $2,088 million at December 31, 2009.

(d)   Other assets, borrowings and other liabilities exclude intercompany balances that are eliminated in consolidation.

Revenues from services from our consolidated VIEs were $6,717 million in 2010. Related expenses consisted primarily of provisions for losses of $1,596 million and interest of $765 million in 2010. These amounts do not include intercompany revenues and costs, principally fees and interest between GECC and the VIEs, which are eliminated in consolidation.

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The gross financing receivables and outstanding debt, which is substantially all non-recourse, in Securitization QSPEs at December 31, 2010 and December 31, 2009 is provided below.

	Credit card
(In millions)	receivables		Real estate		Equipment(a)		Other(b)		Total
December 31, 2010
Asset amount outstanding	$	21,636	$	4,433	$	7,645	$	1,981	$	35,695
Outstanding debt		12,824		4,301		6,669		2,970		26,764
December 31, 2009
Asset amount outstanding	$	25,573	$	7,381	$	10,414	$	3,528	$	46,896
Outstanding debt		18,799		7,367		9,312		4,206		39,684

(a)   Included floorplan receivables.

(b)   Asset amounts exclude intercompany receivables for cash collected on behalf of the entities by GE as servicer, which are eliminated in consolidation. Such receivables provide the cash to repay the entities’ liabilities. If these intercompany receivables were included in the table above, assets would exceed the outstanding debt shown.

Investments in Unconsolidated Variable Interest Entities

Our involvement with unconsolidated VIEs consists of the following activities: assisting in the formation and financing of the entity, providing recourse and/or liquidity support, servicing the assets and receiving variable fees for services provided. We are not required to consolidate these entities because the nature of our involvement with the activities of the VIEs does not give us power over decisions that significantly affect their economic performance.

Unconsolidated VIEs at December 31, 2010 include our non-controlling stake in PTL ($5,790 million); investments in real estate entities ($2,071 million), which generally consist of passive limited partnership investments in tax-advantaged, multi-family real estate and investments in various European real estate entities; debt investment fund ($1,877 million); and exposures to joint ventures that purchase factored receivables ($1,596 million). Substantially all of our other unconsolidated entities consist of passive investments in various asset-backed financing entities.

The largest unconsolidated VIE with which we are involved is PTL, which is a truck rental and leasing joint venture. The total consolidated assets and liabilities of PTL at December 31, 2008 were $7,444 million and $1,339 million, respectively. As part of our strategy to reduce our investment in the equipment management market, we reduced our partnership interest in PTL from 79% at December 31, 2005 to 50.9% at December 31, 2008 through a series of dispositions to Penske Truck Leasing Corporation (PTLC), the general partner of PTL, and an entity affiliated with PTLC. In addition, in the first quarter of 2009, we sold a 1% partnership interest in PTL, a previously consolidated VIE, to PTLC. The disposition of this partnership interest, coupled with our resulting minority position on the PTL advisory committee and related changes in our con tractual rights, resulted in the deconsolidation of PTL. We recognized a pre-tax gain on the sale of $296 million, including a gain on the remeasurement of our retained investment of $189 million. The transaction price was determined on an arm’s-length basis and GE obtained a fairness opinion from a third-party financial advisor because of the related party nature of the transaction. The measurement of the fair value of our retained investment in PTL was based on a methodology that incorporated both discounted cash flow information and market data. In applying this methodology, we utilized different sources of information, including actual operating results, future business plans, economic projections and market observable pricing multiples of similar businesses. The resulting fair value of our retained interest reflected our position as a noncontrolling shareowner at the conclusion of the transaction. At December 31, 2010, our remaining investment in PTL of $5,790 million comprised a 49.9% partnership interest of $935 million and loans and advances of $4,855 million. GECC continues to provide loans under long-term revolving credit and letter of credit facilities to PTL.

The classification of our variable interests in these entities in our financial statements is based on the nature of the entity and the type of investment we hold. Variable interests in partnerships and corporate entities are classified as either equity method or cost method investments. In the ordinary course of business, we also make investments in entities in which we are not the primary beneficiary but may hold a variable interest such as limited partner interests or mezzanine debt investments. These investments are classified in two captions in our financial statements: “Other assets” for investments accounted for under the equity method, and “Financing receivables – net” for debt financing provided to these entities. Our investments in unconsolidated VIEs at December 31, 2010 and 2009 follow.

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	At
	December 31,		December 31,
(In millions)	2010		2009
Other assets and investment securities	$	10,370	$	8,569
Financing receivables - net		2,240		769
Total investment		12,610		9,338
Contractual obligations to fund new investments		1,981		1,387
Total	$	14,591	$	10,725

In addition to the entities included in the table above, we also hold passive investments in RMBS, CMBS and ABS issued by VIEs. Such investments were, by design, investment grade at issuance and held by a diverse group of investors. Further information about such investments is provided in Note 3.

NOTE 18. COMMITMENTS AND GUARANTEES

Commitments

GECAS had placed multiple-year orders for various Boeing, Airbus and other aircraft with list prices approximating $14,574 million and secondary orders with airlines for used aircraft of approximately $790 million at December 31, 2010.

Guarantees

At December 31, 2010, we were committed under the following guarantee arrangements beyond those provided on behalf of QSPEs and VIEs. See Note 17.

·   Credit Support. We have provided $6,409 million of credit support on behalf of certain customers or associated companies, predominantly joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees. These arrangements enable these customers and associated companies to execute transactions or obtain desired financing arrangements with third parties. Should the customer or associated company fail to perform under the terms of the transaction or financing arrangement, we would be required to perform on their behalf. Under most such arrangements, our guarantee is secured, usually by the asset being purchased or financed, or possibly by certain other assets of the customer or associated company. The length of these credit support arrangements parallel s the length of the related financing arrangements or transactions. The liability for such credit support was $37 million at December 31, 2010.

·   Indemnification Agreements. These are agreements that require us to fund up to $50 million at December 31, 2010 under residual value guarantees on a variety of leased equipment. Under most of our residual value guarantees, our commitment is secured by the leased asset. The liability for these indemnification agreements was $17 million at December 31, 2010. We also had $2,479 million of other indemnification commitments, substantially all of which relate to standard representations and warranties in sales of businesses or assets.

·   Contingent Consideration. These are agreements to provide additional consideration to a buyer or seller in a business combination if contractually specified conditions related to the acquisition or disposition are achieved. Adjustments to the proceeds from our sale of GE Money Japan are further discussed in Note 2. All other potential payments related to contingent consideration are insignificant.

Our guarantees are provided in the ordinary course of business. We underwrite these guarantees considering economic, liquidity and credit risk of the counterparty. We believe that the likelihood is remote that any such arrangements could have a significant adverse effect on our financial position, results of operations or liquidity. We record liabilities for guarantees at estimated fair value, generally the amount of the premium received, or if we do not receive a premium, the amount based on appraisal, observed market values or discounted cash flows. Any associated expected recoveries from third parties are recorded as other receivables, not netted against the liabilities.

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NOTE 19. SUPPLEMENTAL CASH FLOWS INFORMATION

Changes in operating assets and liabilities are net of acquisitions and dispositions of principal businesses.

Amounts reported in the “Payments for principal businesses purchased” line in the Statement of Cash Flows is net of cash acquired and included debt assumed and immediately repaid in acquisitions.

Amounts reported in the “All other operating activities” line in the Statement of Cash Flows consists primarily of adjustments to current and noncurrent accruals and deferrals of costs and expenses, adjustments for gains and losses on assets and adjustments to assets. GECC had non-cash transactions related to foreclosed properties and repossessed assets totaling $1,915 million and $1,364 million in 2010 and 2009, respectively.

Certain supplemental information related to our cash flows is shown below.

December 31 (In millions)	2010		2009		2008
All other operating activities
Net change in other assets	$	(50)	$	(305)	$	(1,498)
Amortization of intangible assets		625		873		918
Realized losses on investment securities		79		348		939
Cash collateral on derivative contracts		–		(6,858)		7,769
Change in other liabilities		(3,004)		(5,275)		(3,291)
Other		3,660		225		1,871
	$	1,310	$	(10,992)	$	6,708
Net decrease (increase) in financing receivables
Increase in loans to customers	$	(310,581)	$	(278,536)	$	(409,308)
Principal collections from customers - loans		331,214		283,743		361,384
Investment in equipment for financing leases		(10,225)		(9,509)		(21,671)
Principal collections from customers - financing leases		15,118		17,460		20,159
Net change in credit card receivables		(4,559)		(28,534)		(34,691)
Sales of financing receivables		5,331		58,555		67,093
	$	26,298	$	43,179	$	(17,034)
All other investing activities
Purchases of securities by insurance activities	$	(12)	$	(32)	$	(1,346)
Dispositions and maturities of securities by insurance activities		1,612		2,182		2,623
Other assets - investments		2,706		(141)		(81)
Change in other receivables		167		765		3,116
Other		3,569		(3,162)		2,658
	$	8,042	$	(388)	$	6,970
Newly issued debt (maturities longer than 90 days)
Short-term (91 to 365 days)	$	2,158	$	5,801	$	34,445
Long-term (longer than one year)		35,469		75,431		81,284
Proceeds - non-recourse, leveraged lease		–		48		113
	$	37,627	$	81,280	$	115,842
Repayments and other debt reductions (maturities
longer than 90 days)
Short-term (91 to 365 days)	$	(95,026)	$	(77,444)	$	(65,927)
Long-term (longer than one year)		(1,792)		(5,217)		(331)
Principal payments - non-recourse, leveraged lease		(638)		(680)		(637)
	$	(97,456)	$	(83,341)	$	(66,895)
All other financing activities
Proceeds from sales of investment contracts	$	5,309	$	7,818	$	11,397
Redemption of investment contracts		(8,203)		(10,213)		(12,696)
Other		(10)		180		2
	$	(2,904)	$	(2,215)	$	(1,297)

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NOTE 20. OPERATING SEGMENTS

Basis for presentation

Our operating businesses are organized based on the nature of markets and customers. Segment accounting policies are the same as described in Note 1. Segment results include an allocation for a portion of corporate overhead costs, which include such items as employee compensation and benefits. Segment results reflect the discrete tax effect of transactions, but the intraperiod tax allocation is reflected outside of the segment unless otherwise noted in segment results.

Effects of transactions between related companies are made on an arms-length basis and are eliminated. As a wholly-owned subsidiary, GECC enters into various operating and financing arrangements with GE. These arrangements are made on an arms-length basis but are related party transactions and therefore require the following disclosures. At both December 31, 2010 and 2009, financing receivables included $6,175 million of receivables from GE customers. At December 31, 2010 and 2009, other receivables included $4,676 million and $3,901 million, respectively, of receivables from GE. Property, plant and equipment included $1,040 million and $1,037 million, respectively, of property, plant and equipment leased to GE, net of accumulated depreciation. Borrowings included $2,060 million and $6,146 million, respectively, of amounts held by GE.

Effective January 1, 2010, General Electric Company (GE) expanded the GE Capital Finance segment to include all of the continuing operations of GECC and renamed it GE Capital. In addition, the Transportation Financial Services business, previously reported in GECAS, is included in CLL and our Consumer business in Italy, previously reported in Consumer, is included in CLL.

A description of our operating segments as of December 31, 2010, can be found below, and details of segment profit by operating segment can be found in the Summary of Operating Segments table in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

CLL products include loans, leases and other financial services to customers, includ­ing manufacturers, distributors and end-users for a variety of equipment and major capital assets. These assets include indus­trial-related facilities and equipment; vehicles; corporate aircraft; and equipment used in many industries, including the construction, manufacturing, transportation, media, communications, entertainment and healthcare industries.

Consumer offers a range of financial products including private-label credit cards; personal loans; bank cards; auto loans and leases; mortgages; debt consolidation; home equity loans; deposits and other savings products; and small and medium enterprise lending on a global basis.

Real Estate offers a comprehensive range of capital and investment solutions and finances, with both equity and loan structures, the acquisition, refinancing and renovation of office buildings, apartment buildings, retail facilities, hotels, parking facilities and industrial properties.

Energy Financial Services offers financial products to the global energy and water industries including structured equity, debt, leasing, partnership financing, product finance, and broad-based commercial finance.

GECAS provides financial products to airlines, aircraft operators, owners, lend­ers and investors, including leases, and secured loans on commercial passenger aircraft, freighters and regional jets; engine leasing and financing services; aircraft parts solutions; and airport equity and debt financing.

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Revenues

	Total revenues						Intersegment revenues(a)						External revenues
(In  millions)	2010		2009		2008		2010		2009		2008		2010		2009		2008
CLL(b)	$	18,447	$	20,762	$	26,856	$	39	$	30	$	47	$	18,408	$	20,732	$	26,809
Consumer(b)		17,822		17,634		24,177		16		8		32		17,806		17,626		24,145
Real Estate		3,744		4,009		6,646		14		2		1		3,730		4,007		6,645
Energy Financial
Services		1,957		2,117		3,707		–		–		–		1,957		2,117		3,707
GECAS(b)		5,127		4,594		4,688		–		–		–		5,127		4,594		4,688
GECC corporate
items and		(57)		630		1,571		(69)		(40)		(80)		12		670		1,651
eliminations		–		–		–		–		–		–		–		–		–
Total	$	47,040	$	49,746	$	67,645	$	–	$	–	$	–	$	47,040	$	49,746	$	67,645

(a)   Sales from one component to another generally are priced at equivalent commercial selling prices.

(b)   During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior period amounts were reclassified to conform to the current period presentation.

Revenues from customers located in the United States were $22,332 million, $24,527 million and $31,357 million in 2010, 2009 and 2008, respectively. Revenues from customers located outside the United States were $24,708 million, $25,219 million and $36,288 million in 2010, 2009 and 2008, respectively.

	Depreciation and amortization						Provision (benefit) for
	For the years ended December 31						income taxes
(In millions)	2010		2009		2008		2010		2009		2008
CLL	$	4,966	$	5,996	$	7,106	$	280	$	(536)	$	(252)
Consumer		282		361		516		877		(1,321)		(1,395)
Real Estate		801		919		930		(1,555)		(1,323)		(394)
Energy Financial Services		205		173		156		(44)		(177)		107
GECAS		2,080		1,700		1,499		(99)		(18)		70
GECC corporate items
and eliminations		41		28		19		(391)		(437)		(273)
Total	$	8,375	$	9,177	$	10,226	$	(932)	$	(3,812)	$	(2,137)
	Interest on loans(a)						Interest expense(b)
(In millions)	2010		2009		2008		2010		2009		2008
CLL	$	5,984	$	5,839	$	7,341	$	5,638	$	6,698	$	9,213
Consumer		12,542		10,493		15,373		4,865		5,662		9,589
Real Estate		2,119		2,099		2,598		2,578		2,919		3,568
Energy Financial Services		215		240		351		706		743		765
GECAS		346		374		486		1,441		1,392		1,508
GECC corporate items
and eliminations		74		90		147		(304)		77		(73)
Total	$	21,280	$	19,135	$	26,296	$	14,924	$	17,491	$	24,570

(a) Represents one component of Revenues from services, see Note 12.

(b)   Represents total interest expense, see Statement of Earnings.

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							Property, plant and equipment
							additions(d)
	Assets(a)(b)(c)							For the years ended
	At December 31							December 31
(In millions)	2010		2009		2008			2010		2009		2008
CLL	$	202,650	$	210,742	$	233,815		$	3,941	$	2,984	$	10,962
Consumer		154,469		160,494		178,395			44		146		249
Real Estate		72,630		81,505		85,266			17		5		6
Energy Financial Services		19,549		22,616		22,079			82		191		944
GECAS		49,106		48,178		46,208			3,582		3,100		3,151
GECC corporate items
and eliminations		82,732		99,250		70,590			8		14		13
Total	$	581,136	$	622,785	$	636,353		$	7,674	$	6,440	$	15,325

(a) Assets of discontinued operations are included in GECC corporate items and eliminations for all periods presented.

(b)   Total assets of the CLL, Consumer, Energy Financial Services and GECAS operating segments at December 31, 2010, include investment in and advances to associated companies of $7,698 million, $10,144 million, $6,982 million and $838 million, respectively. Investments in and advances to associated companies contributed approximately $268 million, $1,140 million, $432 million and $195 million, respectively, to segment pre-tax income of the CLL, Consumer, Energy Financial Services and GECAS operating segments, respectively, for the year ended December 31, 2010.

(c)   Aggregate summarized financial information for significant associated companies assuming a 100% ownership interest included total assets at December 31, 2010 and 2009 of $180,015 million and $137,075 million, respectively.  Assets were primarily financing receivables of $97,447 million and $82,873 million at December 31, 2010 and 2009, respectively. Total liabilities at December 31, 2010 and 2009 were $143,957 million and $118,708 million, respectively, comprised primarily of bank deposits of $75,661 million and $69,573 million at December 31, 2010 and 2009, respectively, and debt of $53,696 million and $48,677 million at December 31, 2010 and 2009, respectively. Revenues for December 31, 2010, 2009 and 2008 totaled $5,384 million, $17,579 million and $12,596 million, respectively, and net earnings for 2010, 2009 and 2008 totaled $1,633 mill ion, $3,429 million and $2,642 million, respectively.

(d)   Additions to property, plant and equipment include amounts relating to principal businesses purchased.

Property, plant and equipment – net associated with operations based in the United States were $10,477 million, $12,590 million and $18,656 million at year-end 2010, 2009 and 2008, respectively. Property, plant and equipment – net associated with operations based outside the United States were $43,273 million, $43,863 million and $45,416 million at year-end 2010, 2009 and 2008, respectively.

NOTE 21. QUARTERLY INFORMATION (UNAUDITED)

	First quarter				Second quarter				Third quarter				Fourth quarter
(In millions)	2010		2009		2010		2009		2010		2009		2010		2009
Total revenues	$	11,956	$	13,597	$	11,939	$	12,221	$	11,246	$	11,584	$	11,899	$	12,344
Earnings (loss) from continuing
operations before
income taxes		224		(35)		666		(524)		500		(969)		959		(807)
Benefit (provision) for income
taxes		362		1,108		87		749		361		1,101		122		854
Earnings from continuing
operations		586		1,073		753		225		861		132		1,081		47
Earnings (loss) from discontinued
operations, net of taxes		(371)		(2)		(132)		30		(1,076)		97		605		26
Net earnings		215		1,071		621		255		(215)		229		1,686		73
Less net earnings (loss)
attributable to noncontrolling
interests		5		(46)		22		(17)		(18)		(4)		(25)		52
Net earnings (loss) attributable
to GECC	$	220	$	1,025	$	643	$	238	$	(233)	$	225	$	1,661	$	125

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Not applicable.

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Item 9A. Controls and Procedures.

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of December 31, 2010, and (ii) no change in internal control over financial reporting occurred during the quarter ended December 31, 2010, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

Management’s annual report on internal control over financial reporting and the report of our independent registered public accounting firm appears in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Not required by this form.

Item 11. Executive Compensation.

Not required by this form.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Not required by this form.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Not required by this form.

Item 14. Principal Accounting Fees and Services.

The aggregate fees billed for professional services by KPMG LLP, in 2010 and 2009 were:

(In millions)	2010		2009
Type of fees
Audit fees	$	33.7	$	36.4
Audit-related fees		4.4		4.6
Tax fees		6.5		6.0
Total	$	44.6	$	47.0

In the above table, in accordance with the SEC’s definitions and rules, “Audit fees” are fees we paid KPMG for professional services for the audit of our annual financial statements included in the Form 10-K and review of financial statements included in the Form 10-Qs; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. “Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or the review of our financial statements and internal control over fin ancial reporting, including services in connection with assisting the company in its compliance with its obligations under Section 404 of the Sarbanes-Oxley Act and related regulations. “Audit-related fees” also include merger and acquisition due diligence and audit services and employee benefit plan audits. “Tax fees” are fees for tax compliance, tax advice and tax planning.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) 1.	Financial Statements
	Included in Part II of this report:
		Report of Independent Registered Public Accounting Firm Management’s Annual Report on Internal Control over Financial Reporting Statement of Earnings for each of the years in the three-year period ended December 31, 2010 Statement of Changes in Shareowner’s Equity for each of the years in the three-year period ended December 31, 2010 Statement of Financial Position at December 31, 2010 and 2009 Statement of Cash Flows for each of the years in the three-year period ended December 31, 2010 Notes to Consolidated Financial Statements
	Incorporated by reference:
		The consolidated financial statements of General Electric Company, set forth in the Annual Report on Form 10-K of General Electric Company (S.E.C. File No. 001-00035) for the year ended December 31, 2010 (pages 26 through 193), Exhibit 12(a) (Computation of Ratio of Earnings to Fixed Charges) and Exhibit 12(b) (Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends) of General Electric Company.
(a) 2.	Financial Statement Schedules
	Schedule I	Condensed financial information of registrant.
		All other schedules are omitted because of the absence of conditions under which they are required or because the required information is shown in the financial statements or notes thereto.

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(a) 3.	Exhibit Index
	The exhibits listed below, as part of Form 10-K, are numbered in conformity with the numbering used in Item 601 of Regulation S-K of the U.S. Securities and Exchange Commission.
	Exhibit Number	Description
	2(a)	Agreement and Plan of Merger dated June 25, 2001, between GECC and GECS Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 of GECC’s Current Report on Form 8-K dated as of July 3, 2001 (Commission file number 001-06461)).
	3(i)	A complete copy of the Certificate of Incorporation of GECC filed with the Office of the Secretary of State, State of Delaware on April 1, 2008 (Incorporated by reference to Exhibit 3(i) of GECC Form 10-Q Report for the quarterly period ended March 31, 2008 (Commission file number 001-06461)).
	3(ii)	A complete copy of the Amended and Restated By-Laws of GECC as last amended on February 21, 2008, and currently in effect (Incorporated by reference to Exhibit 3(ii) of GECC’s Form 10-Q Report for the quarterly period ended March 31, 2008 (Commission file number 001-06461)).
	4(a)	Amended and Restated General Electric Capital Corporation (GECC) Standard Global Multiple Series Indenture Provisions dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(a) to GECC’s Registration Statement on Form S-3, File No. 333-59707 (Commission file number 001-06461)).
	4(b)	Third Amended and Restated Indenture dated as of February 27, 1997, between GECC and The Bank of New York, as successor trustee (Incorporated by reference to Exhibit 4(c) to GECC’s Registration Statement on Form S-3, File No. 333-59707 (Commission file number 001-06461)).
	4(c)	First Supplemental Indenture dated as of May 3, 1999, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(dd) to GECC’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-76479 (Commission file number 001-06461)).
	4(d)	Second Supplemental Indenture dated as of July 2, 2001, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(f) to GECC’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-40880 (Commission file number 001-06461)).
	4(e)	Third Supplemental Indenture dated as of November 22, 2002, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(cc) to GECC’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-100527 (Commission file number 001-06461)).
	4(f)	Fourth Supplemental Indenture dated as of August 24, 2007, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(g) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
	4(g)	Fifth Supplemental Indenture dated as of December 2, 2008, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(h) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
	4(h)	Sixth Supplemental Indenture dated as of April 2, 2009, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997. (Incorporated by reference to Exhibit 4(h) to GECC’s Form 10-K Report for the year ended December 31, 2009 (Commission file number 001-06461)).
	4(i)	Ninth Amended and Restated Fiscal and Paying Agency Agreement among GECC, GE Capital Australia Funding Pty Ltd, GE Capital European Funding, GE Capital Canada Funding Company, GE Capital UK Funding and The Bank of New York Mellon and The Bank of New York Mellon (Luxembourg) S.A., as fiscal and paying agents, dated as of April 6, 2010.*

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4(j)	Form of Global Medium-Term Note, Series A, Fixed Rate Registered Note (Incorporated by reference to Exhibit 4(r) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
4(k)	Form of Global Medium-Term Note, Series A, Floating Rate Registered Note (Incorporated by reference to Exhibit 4(s) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
4(l)	Form of Global Medium-Term Note, Series G, Fixed Rate DTC Registered Note (Incorporated by reference to Exhibit 4(bb) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
4(m)	Form of Global Medium-Term Note, Series G, Floating Rate DTC Registered Note (Incorporated by reference to Exhibit 4(cc) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
4(n)	Form of GE Capital Fixed Rate InterNote (Incorporated by reference to Exhibit 4(pp) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
4(o)	Form of Euro Medium-Term Note and Debt Security – Permanent Global Fixed Rate Bearer Note (Incorporated by reference to Exhibit 4(i) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
4(p)	Form of Euro Medium-Term Note and Debt Security – Permanent Global Floating Rate Bearer Note (Incorporated by reference to Exhibit 4(j) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
4(q)	Form of Euro Medium-Term Note and Debt Security – Temporary Global Fixed Rate Bearer Note (Incorporated by reference to Exhibit 4(k) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
4(r)	Form of Euro Medium-Term Note and Debt Security – Temporary Global Floating Rate Bearer Note (Incorporated by reference to Exhibit 4(l) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
4(s)	Form of Euro Medium-Term Note and Debt Security – Definitive Fixed Rate Bearer Note (Incorporated by reference to Exhibit 4(m) to GECS' Form 10-K Report for the year ended December 31, 2006 (Commission filenumber 000-14804)).
4(t)	Form of Euro Medium-Term Note and Debt Security – Definitive Floating Rate Bearer Note (Incorporated by reference to Exhibit 4(n) to GECS' Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
4(u)	Master Agreement, Temporary Liquidity Guarantee Program dated December 1, 2008 between GECC and Federal Deposit Insurance Corporation (Incorporated by reference to Exhibit 4(oo) to GECC's Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
4(v)	Letter from the Senior Vice President and Chief Financial Officer of General Electric Company to General Electric Capital Corporation (GECC) dated September 15, 2006, with respect to returning dividends, distributions or other payments to GECC in certain circumstances described in the Indenture for Subordinated Debentures dated September 1, 2006, between GECC and the Bank of New York, as successor trustee (Incorporated by reference to Exhibit 4(c) to GECC's Post-Effective Amendment No. 2 to Registration Statement on Form S-3, File No. 333-132807 (Commission file number 001-06461)).
4(w)	Agreement to furnish to the Securities and Exchange Commission upon request a copy of instruments defining the rights of holders of certain long-term debt of the registrant and consolidated subsidiaries.*

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10(a)	Eligible Entity Designation Agreement dated as of November 12, 2008 by and among the Federal Deposit Insurance Corporation, GECC and General Electric Company (Incorporated by reference to Exhibit 99(b) of General Electric Company's Annual Report on Form 10-K (Commission file number 001-00035)).
10(b)	Amended and Restated Income Maintenance Agreement dated October 29, 2009, between General Electric Company and General Electric Capital Corporation (Incorporated by reference to Exhibit 10 of GECC's Form 10-Q Report for the quarterly period ended September 30, 2009 (Commission file number 001-06461)).
12(a)	Computation of Ratio of Earnings to Fixed Charges.*
12(b)	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.*
23(ii)	Consent of KPMG LLP.*
24	Power of Attorney.*
31(a)	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
31(b)	Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
32	Certification Pursuant to 18 U.S.C. Section 1350.*
99(a)	The consolidated financial statements of General Electric Company, set forth in the Annual Report on Form 10-K of General Electric Company (S.E.C. File No. 001-00035) for the year ended December 31, 2010, (pages 25 through 167) and Exhibit 12(a) (Ratio of Earnings to Fixed Charges) and 12(b) (Ratio of Earnings to Fixed Charges and Preferred Stock Dividends) of General Electric Company.
*  Filed electronically herewith.

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General Electric Capital Corporation and consolidated affiliates

Schedule I – Condensed Financial Information of Registrant

General Electric Capital Corporation

Condensed Statement of Current and Retained Earnings

For the years ended December 31 (In millions)	2010		2009		2008
Revenues	$	3,958	$	4,788	$	5,704
Expenses
Interest		3,433		9,179		10,833
Operating and administrative		2,967		3,418		5,344
Provision for losses on financing receivables		1,030		1,672		642
Depreciation and amortization		193		374		332
Total expenses		7,623		14,643		17,151
Loss before income taxes and equity in earnings of affiliates		(3,665)		(9,855)		(11,447)
Income tax benefit		1,715		4,351		4,465
Equity in earnings of affiliates		4,241		7,117		14,404
Net earnings		2,291		1,613		7,422
Dividends(a)		–		–		(2,351)
Others(a)(c)		54		(181)		(112)
Retained earnings at January 1(b)		45,622		45,497		40,513
Retained earnings at December 31	$	47,967	$	46,929	$	45,472

(a)   Total dividends and other transactions with the shareowner increased equity by $86 million, $8,579 million and $3,036 million in 2010, 2009 and 2008, respectively.

(b)   The 2010 opening balance was adjusted as of January 1, 2010 for the cumulative effect of changes in accounting principles of $1,307 million related to the adoption of ASU 2009-16 & 17. The 2009 opening balance was adjusted as of April 1, 2009, for the cumulative effect of changes in accounting principles of $25 million related to adopting amendments on impairment guidance in ASC 320, Investments – Debt and Equity Securities. The cumulative effect of adopting ASC 825 at January 1, 2008, was insignificant.

(c)   Includes the effects of accretion of redeemable securities to their redemption value of $38 million and $(23) million in 2010 and 2009, respectively.

See accompanying notes.

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General Electric Capital Corporation and consolidated affiliates

Schedule I – Condensed Financial Information of Registrant – (Continued)

General Electric Capital Corporation

Condensed Statement of Financial Position

At December 31 (In millions, except share amounts)	2010		2009
Assets
Cash and equivalents	$	12,847	$	30,117
Investment securities		6,706		6,669
Financing receivables - net		60,379		69,725
Investment in and advances to affiliates		256,441		273,554
Property, plant and equipment - net		1,581		1,560
Other assets		25,651		21,677
Total assets	$	363,605	$	403,302
Liabilities and equity
Borrowings	$	278,398	$	314,823
Other liabilities		9,230		12,469
Deferred income taxes		3,096		2,292
Total liabilities		290,724		329,584
Common stock, $14 par value (4,166,000 shares authorized at
December 31, 2010 and 2009 and 3,985,404 shares issued and		56		56
outstanding at December 31, 2010 and 2009, respectively)
Accumulated gains (losses) - net
Investment securities		(337)		(676)
Currency translation adjustments		(1,541)		1,228
Cash flow hedges		(1,347)		(1,816)
Benefit plans		(380)		(434)
Additional paid-in capital		28,463		28,431
Retained earnings		47,967		46,929
Total shareowner's equity		72,881		73,718
Total liabilities and equity	$	363,605	$	403,302

The sum of accumulated gains (losses) on investment securities, currency translation adjustments, cash flow hedges and benefit plans constitutes “Accumulated other comprehensive income,” and was $(3,605) million and $(1,698) million at December 31, 2010 and 2009, respectively.

See accompanying notes.

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General Electric Capital Corporation and consolidated affiliates

Schedule I – Condensed Financial Information of Registrant – (Continued)

General Electric Capital Corporation

Condensed Statement of Cash Flows

For the years ended December 31 (In millions)	2010		2009		2008
Cash used for operating activities	$	(3,448)	$	(1,155)	$	(4,626)
Cash flows - investing activities
Increase in loans to customers		(81,145)		(96,837)		(120,812)
Principal collections from customers - loans		89,835		99,779		117,749
Investment in equipment for financing leases		(1,447)		(1,239)		(2,273)
Principal collections from customers - financing leases		2,783		1,814		5,155
Net change in credit card receivables		(1,182)		5		(648)
Additions to property, plant and equipment		(1,073)		(158)		(1,674)
Dispositions of property, plant and equipment		871		780		1,295
Payments for principal businesses purchased		(559)		(6,791)		(24,961)
Proceeds from principal business dispositions		1,171		9,088		4,928
Decrease in investment in and advances to affiliates		13,091		28,624		36,544
All other investing activities		1,868		(3,196)		(5,825)
Cash from (used for) investing activities		24,213		31,869		9,478
Cash flows - financing activities
Net decrease in borrowings (maturities of 90 days or less)		(5,999)		(25,520)		(14,782)
Newly issued debt
Short-term (91-365 days)		–		3,310		13,080
Long-term (longer than one year)		18,274		62,240		49,940
Repayments and other debt reductions:
Short-term (91-365 days)		(48,818)		(57,941)		(44,535)
Long-term (longer than one year)		(1,140)		(533)		(2,306)
Non-recourse, leveraged lease		(341)		(317)		(409)
Dividends paid to shareowner		–		–		(2,351)
Capital contributions from GECS		–		8,750		5,500
Other		(11)		9		2
Cash from (used for) financing activities		(38,035)		(10,002)		4,139
Increase (decrease) in cash and equivalents during year		(17,270)		20,712		8,991
Cash and equivalents at beginning of year		30,117		9,405		414
Cash and equivalents at end of year	$	12,847	$	30,117	$	9,405

See accompanying notes.

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General Electric Capital Corporation and consolidated affiliates

Schedule I – Condensed Financial Information of Registrant – (Concluded)

General Electric Capital Corporation

Notes to Condensed Financial Statements

Financial statements presentation

We have reclassified certain prior-year amounts to conform to the current year’s presentation.

Borrowings

Total long-term borrowings at December 31, 2010 and 2009, are shown below.

	2010
	Average
December 31 (Dollars in millions)	rate(a)		Maturities	2010		2009
Senior notes		3.37	2012-2055	$	186,447	$	210,881
Subordinated notes(b)		5.20	2012-2037		2,258		2,388
Subordinated debentures(c)		6.63	2066-2067		7,298		7,647
Other					1,480		4,693
				$	197,483	$	225,609

(a) Based on year-end balances and year-end local currency interest rates, including the effects of related interest rate and currency swaps, if any, directly associated with the original debt issuance.

(b) Included $117 million of subordinated notes guaranteed by GE at both December 31, 2010 and 2009.

(c)   Subordinated debenture receive rating agency equity credit and were hedged at issuance to USD equivalent of $7,725 million.

At December 31, 2010, maturities of long-term borrowings during the next five years, including the current portion of long-term debt, are $43,546 million in 2011, $68,605 million in 2012, $22,865 million in 2013, $13,790 million in 2014 and $12,443 million in 2015.

Interest rate and currency risk is managed through the direct issuance of debt or use of derivatives. We mitigate interest rate and currency risk by seeking to ensure that the characteristics of the debt match the assets they are funding. We use a variety of instruments, including interest rate and currency swaps and currency forwards, to achieve our interest rate objectives.

Interest expense on the Condensed Statement of Current and Retained Earnings is net of interest income on loans and advances to majority owned affiliates of $4,699 million, $2,956 million and $4,350 million for 2010, 2009 and 2008, respectively.

Income taxes

General Electric Company files a consolidated U.S. federal income tax return which includes General Electric Capital Corporation. Income tax benefit includes our effect on the consolidated return.

(134)

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K for the fiscal year ended December 31, 2010, to be signed on its behalf by the undersigned, and in the capacity indicated, thereunto duly authorized in the City of Norwalk and State of Connecticut on the 25th day of February 2011.

	General Electric Capital Corporation
February 25, 2011	By: /s/ Michael A. Neal
	Michael A. Neal
	Chief Executive Officer

(135)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Michael A. Neal		Chief Executive Officer	February 25, 2011
Michael A. Neal		(Principal Executive Officer)
/s/ Jeffrey S. Bornstein		Chief Financial Officer	February 25, 2011
Jeffrey S. Bornstein		(Principal Financial Officer)
/s/ Jamie S. Miller		Senior Vice President and Controller	February 25, 2011
Jamie S. Miller		(Principal Accounting Officer)
MARK W. BEGOR*		Director
JEFFREY S. BORNSTEIN*		Director
WILLIAM H. CARY*		Director
KATHRYN A. CASSIDY*		Director
PAMELA DALEY*		Director
RICHARD D’AVINO*		Director
BRACKETT B. DENNISTON III*		Director
JEFFREY R. IMMELT*		Director
MARK J. KRAKOWIAK*		Director
JOHN KRENICKI, JR.*		Director
J. KEITH MORGAN*		Director
DAVID NASON*		Director
MICHAEL A. NEAL*		Director
RONALD R. PRESSMAN*		Director
JOHN M. SAMUELS*		Director
KEITH S. SHERIN*		Director
RYAN A. ZANIN*		Director
A MAJORITY OF THE BOARD OF DIRECTORS
*By:	/s/ Jamie S. Miller		February 25, 2011
	Jamie S. Miller Attorney-in-fact

(136)

EX-4.I 2 geccexhibit4i.htm GECC EXHIBIT 4(I)

Exhibit 4(i)

Execution Version

NINTH AMENDED AND RESTATED

FISCAL AND PAYING AGENCY AGREEMENT

among

GENERAL ELECTRIC CAPITAL CORPORATION

GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)

GE CAPITAL CANADA FUNDING COMPANY

GE CAPITAL EUROPEAN FUNDING

GE CAPITAL UK FUNDING

and

THE BANK OF NEW YORK MELLON

and

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

Euro Medium-Term Notes and Other Debt Securities Due

9 Months or More from Date of Issue

Dated as of April 6, 2010

TABLE OF CONTENTS

		Page
1.	Appointment of Paying Agents		1
2.	Notes Issuable in Series		2
3.	Execution and Authentication of Notes; Date and Denomination of Notes		5
4.	Exchange and Registration of Transfer of Notes		9
5.	Payments of Principal, Premium and Interest; Paying Agents		11
6.	Redemption; Sinking Funds; Repayment at the Option of the Holder		14
7.	Mutilated, Destroyed, Stolen or Lost Notes		18
8.	Events of Default		18
9.	Additional Payments; Tax Redemption		23
10.	Covenant of the Issuers and the Guarantor		32
11.	Obligations of the Fiscal and Paying Agent		33
12.	Maintenance and Resignation of Fiscal and Paying Agent		35
13.	Paying Agency		36
14.	Merger, Consolidation, Sale or Conveyance		36
15.	Meetings of Holders of the Notes		37
16.	Consent of Holders		40
17.	Stamp Taxes		40
18.	Modifications and Amendments		40
19.	Accession of Additional Issuers		41
20.	Notices to Parties		42
21.	Notices to and by Holders of the Notes		44
22.	Business Day		45
23.	Central Bank Reporting Requirements		45
24.	Governing Law		45
25.	Consent to Service		45
26.	Counterparts		45
27.	Inspection of Agreement		45
28.	Descriptive Headings		45
29.	Provisions Binding on Successors		45
30.	Official Acts by Successor Corporation		46
31.	Severability		46

NINTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT, dated as of April 6, 2010 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (�GE Capital�), GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467), a company incorporated under the laws of the Commonwealth of Australia (�GE Capital Australia Funding�), GE CAPITAL CANADA FUNDING COMPANY, a company incorporated under the laws of the Province of Nova Scotia, Canada (�GE Capital Canada Funding�), GE CAPITAL EUROPEAN FUNDING (�GECEF�) and GE CAPITAL UK FUNDING (�GECUKF�, and together with GECEF, the �Irish Issuers� and each an �Irish Issuer�, each of which was incorporated as a public unlimited liability company under the Irish Companies Acts 1963-2009) (GE Capital Australia Funding, GE Capital Canada Funding, the Irish Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant to Section 19 hereof, each an �Issuer� and collectively, the �Issuers�), THE BANK OF NEW YORK MELLON, as fiscal and principal paying agent, and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as initial registrar and transfer agent (such agreement, as further amended and supplemented from time to time, the �Agreement�).

Pursuant to the Eleventh Amended and Restated Distribution Agreement, dated April 6, 2010, among the Issuers (including GE Capital in its capacity as guarantor (the �Guarantor�) of Notes issued by an Issuer other than GE Capital) and the dealers named therein (the �Dealers�) (as further amended from time to time, the �Distribution Agreement�), each Issuer has agreed to issue from time to time its Euro Medium-Term Notes (�Medium Term Notes�) and other debt securities (�Other Debt Securities�) having maturities from 9 months or more from date of issue (collectively, Medium Term Notes and Other Debt Securities are referred to herein as the �Notes�). The Guarantor has agreed to guarantee Notes issued pursuant to this Agreement by each Issuer other than GE Capital in the form of the guarantee attached hereto as Exhibit D-1 (the �Guarantee�). Administrative procedures, which have been agreed to by the Issuers (including GE Capital in its capacity as Guarantor) and the Dealers as of the date hereof, are attached as Exhibit A hereto (such procedures, as amended from time to time pursuant to the Distribution Agreement, are hereinafter referred to as the �Administrative Procedures�).

Pursuant to this Agreement, the Eighth Amended and Restated Fiscal and Paying Agency Agreement dated May 12, 2006 (the �Prior Agency Agreement�) shall be amended and restated on the terms of this Agreement. Any Notes issued on or after the date of this Agreement shall be issued pursuant to this Agreement, but this shall not affect any Notes issued prior to the date of this Agreement. Subject to such amendment and restatement, the Prior Agency Agreement shall continue in full force and effect.

1.        Appointment of Paying Agents. Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor hereby appoint The Bank of New York Mellon, acting through its London Branch located at One Canada Square, London E14 5AL, as the fiscal agent and as the principal paying agent (in such capacities and including any successor fiscal and paying agent appointed hereunder, the �Fiscal and Paying Agent�, and, together with any other paying agents appointed by the relevant Issuer and the Guarantor, the �Paying Agents�), in respect of the Notes, upon the terms and subject to the conditions stated herein and in the Notes certified from time to time pursuant to Section 2 hereof. The Fiscal and Paying Agent hereby acc epts such appointment and agrees, upon such terms and subject to such conditions, to perform its obligations under this Agreement, the Notes certified from time to time pursuant to Section 2 hereof and the Administrative Procedures. In addition, unless otherwise agreed by the parties hereto, the Fiscal and Paying Agent agrees to appoint its local branch or affiliate located in the jurisdiction of the country where any Notes are listed from time to time as an additional paying agent, to the extent required by the rules and regulations of the applicable exchange and to the extent the Fiscal and Paying Agent has a branch or affiliate located in such jurisdiction.

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2.        Notes Issuable in Series.

(a)      Each Issuer may issue Notes hereunder in one or more series of Notes, each series (a �Series�) having identical terms but for authentication date, effectuation date (in the case of an NGN or Registered Note issued under the NSS, each as defined below) and public offering price; provided that a Series of Notes may not comprise Notes in bearer form (�Bearer Notes�) and Notes in registered form (�Registered Notes�). Each such Series may contain one or more tranches of Notes, each such tranche (a �Tranche�) having identical terms, including authentication date and public offering price; provided that a Tranche of Notes may not comprise Bearer Notes and Registered Notes.

(b)      Notes issued hereunder shall be issued pursuant to authority granted by the Board of Directors of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time by any one authorized person, as specified in Section 3(a) hereof.

(c)      Prior to the issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a �Corporate Order�):

  (1)      the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities;

  (2)      any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and effectuated (as applicable) and delivered under this Agreement (except for Notes authenticated and effectuated (as applicable) and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7);

  (3)      the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable;

  (4)      the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable;

  (5)      the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable;

  (6)      the currency or composite currency in which the Notes of such Series are denominated (the �Specified Currency�);

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  (7)      the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency;

  (8)      the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise;

  (9)      the obligation, if any, of the relevant Issuer or the Guarantor to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

  (10)    the denominations in which the Notes of such Series shall be issuable, in all cases subject to compliance with all applicable laws and regulations;

  (11)    if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8;

  (12)    if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor or a holder thereof, in a currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made;

  (13)    if the amount of payments of principal, of premium, if any, and of interest on the Notes of such Series may be determined with reference to an index based on currency other than the Specified Currency, the manner in which such amounts shall be determined;

  (14)    if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order;

  (15)    if Bearer Notes are to be issued, whether the temporary global Note and permanent global Note to be issued are intended to be issued in new global note (�NGN�) form or classic global note (�CGN�) form and whether a NGN is intended to be held in a manner which would allow Eurosystem eligibility (a �Eurosystem-eligible NGN�);

  (16)    if Registered Notes are to be issued in global form, whether the global Note to be issued is intended to be issued under the new safekeeping structure (the �NSS�) or under the classic safekeeping structure (�CSS�) and whether a global Note issued under the NSS is intended to be held in a manner which would allow Eurosystem eligibility (a �Eurosystem-eligible NSS�);

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  (17)    any Events of Default with respect to the Notes of such Series, if not set forth herein;

  (18)    if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series;

  (19)    the stock exchange, competent authority and/or market, if any, on or by which the Notes will be listed and/or admitted to trading and related information;

  (20)    any applicable restrictions on the transfer of any of the Notes of such Series;

  (21)    whether Notes of such Series and/or the related Guarantee, if any, are senior or subordinated and, if such Notes and/or Guarantee are subordinated, the terms of such subordination; and

  (22)    any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement).

All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank S.A./N.V. as operator of the Euroclear System (�Euroclear�), Clearstream Banking, soci�t� anonyme (�Clearstream, Luxembourg�) or any other clearance system specified for a particular Tranche or Series of Notes, or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent authority and/or market on or by which such Notes may be listed and/or admitted to trading or to conform to usage.

(d)      An additional Tranche of the same Series may be issued subsequent to the original issue date of any Notes of such Series (hereinafter called �Additional Notes�) following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; p rovided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the same Series, shall constitute one and the same Series of Notes for all purposes under this Agreement; provided, however, that such consolidation of Additional Notes issued after the Exchange Date will occur only following the exchange of interests in the

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Temporary Global Note for interests in the Permanent Global Note or Definitive Notes upon certification of non-U.S. beneficial ownership.

3.        Execution and Authentication of Notes; Date and Denomination of Notes

(a)      Execution, delivery and safekeeping of Notes.  The Notes and, if applicable, coupons appertaining thereto in the form certified to the Fiscal and Paying Agent pursuant to the provisions of Section 2(b) shall each be executed (i) in the case of Notes issued by GE Capital, by any one of GE Capital�s Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact of GE Capital or (ii) in the case of Notes issued by an Issuer other than GE Capital, by a duly authorized officer of such Issuer or a duly authorized attorney-in-fact of such Issuer (each an �Issuer Authorized Representative�). Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Notes or the coupons. Each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the relevant Issuer attested by the Secretary or any Assistant Secretary of such Issuer. In case any authorized officer of such Issuer or attorney-in-fact who shall have signed any Note or coupon shall cease to hold such office or be such attorney-in-fact before the Note so signed (or the Note to which the coupon so signed is attached) shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by such Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note or coupon had not ceased to hold such office or be such attorney-in-fact; and any Note or coupon may be signed on behalf of such Issuer by any person who, as at the actual date of the execution of such Note or coupon, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

The relevant Issuer will furnish the Fiscal and Paying Agent with an adequate supply of Notes, which will be blank as to certain terms of such Notes, having attached thereto appropriate coupons, if any, in the forms approved in accordance with Section 2(b) of this Agreement, bearing consecutive control numbers. Such blank Notes shall have been executed by an Issuer Authorized Representative and attested by the Secretary or an Assistant Secretary of such Issuer in accordance with this Section. The Fiscal and Paying Agent or its designated agent will hold such blank Notes in safekeeping in accordance with its customary practice. Only upon notice from the Company of the Final Terms for an issuance of Notes in accordance with this Agreement and the Administrative Procedures set forth in Exhibit A, the Fiscal and Paying Agent shall, in accordance with the Administrative Proce dures, append the Final Terms to such blank Note, authenticate and issue such Notes in the order of the control numbers imprinted thereon. Once such Notes have been executed, authenticated and effectuated in accordance with this Agreement and the Administrative Procedures, the presence of blanks or placeholders in the Notes alone shall not affect the validity of such Notes. The Fiscal and Paying Agent will permit the relevant Issuer and its agents, at all reasonable times and upon reasonable notice, to examine the Notes and all books, records and other materials and information of the Fiscal and Paying Agent relating thereto.

(b)      Execution of Guarantee.  The Guarantee endorsed on Notes issued by an Issuer other than GE Capital shall be executed on behalf of the Guarantor by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly

5

authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual dat e of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

(c)      Authentication of temporary global Notes.  Unless otherwise specified in the applicable Corporate Order or by the relevant Dealer or Dealers, each Tranche of Bearer Notes, including any Tranche of Additional Notes issued prior to the Exchange Date for a prior Tranche of Bearer Notes of the same Series, shall initially be issued in the form of a single temporary global Note. The temporary global Notes shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with a common depositary (the �Common Depositary�) (if the temporary global Note is a CGN) or specified common safekeeper (the �Common Safekeeper�) (if the temporary global Note is a NGN) for the accounts of Euroclear and Clearstream, Luxembourg or any other recognized and agreed clearing system (in the case of a CGN). In the case of the temporary global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal and Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect the initial outstanding aggregrate principal amount of the relevant Tranche of Notes (if the temporary global Note is an NGN) and credit the respective securities clearance accounts of the relevant Dealers (or to such other accounts as they may have directed) maintained with Euroclear, Clearstream, Luxembourg or other recognized and agreed clearing system. For purposes of this Agreement �Exchange Date� for any Series of Notes shall mean the first Busines s Day that is at least 40 days after the issue date of such Series; provided that in the event a Tranche of Additional Notes of the same Series is issued prior to the Exchange Date of a prior Tranche of such Series (as such Exchange Date may have been extended pursuant to this sentence), such Exchange Date shall be extended (or further extended, as the case may be) to a date not earlier than 40 days after the issue date of such subsequent Tranche; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. No such exchange will be made on a day that is not a London Business Day, but shall instead be made on the next succeeding day that is a London Business Day. For the purposes of this Clause 3(c) �London Business Day� means a day upon which banks are generally open for business (including dealings in foreign currency) in London, England.

(d)      Exchange of temporary global Notes; certification requirements.  On or up to 10 days prior to the Exchange Date for any Series of Notes held in temporary global form, the holders of such temporary global Note shall deliver to Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit B-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent, and each other paying agent of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. On or after the

6

Exchange Date for any Series of Notes, upon the request of the Common Depositary (in the case of a CGN) or the common service provider as described in Appendix 1 hereto (a �Common Service Provider�) (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal and Paying Agent shall authenticate a permanent global Note in bearer form or (if specified in the applicable Corporate Order) definitive Bearer Notes and/or definitive Registered Notes in the amounts requested in an aggregate principal amount equal to the aggregate principal amount of the temporary global Note beneficially owned by such owners, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto. Such permanent global Note, if any, shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with the Common Depositary (if the permanent global Note is a CGN) or the Common Safekeeper (if the permanent global Note is a NGN) for the accounts of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN) for credit to the respective accounts of such holders. In the case of a permanent global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent shall instruct the Common Safekeeper to effectuate the same.

Upon any such exchange of all or a portion of a temporary global Note for a permanent global Note or definitive Notes, the Fiscal and Paying Agent shall (i) in the case of a permanent global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange or (ii) in the case of any global Note which is a CGN, procure that the relevant global Note be endorsed by the Fiscal and Paying Agent or its duly authorized attorney-in-fact to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such permanent global Note or definitive Notes as to which certification has been provided as set forth in the preceding paragraph.

(e)    Delivery of authenticated global Note by electronic means.  Where the Fiscal and Paying Agent delivers any authenticated global Note which is either an NGN or a global Registered Note issued under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy such global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant global Note has been effectuated.

(f)    Exchange of permanent global Note; certification requirements.  Holders of Notes desiring to exchange their interests in any permanent global Note for definitive Notes in bearer form or (if the relevant Corporate Order so allows) for definitive Notes in registered form shall instruct Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, to request such exchange on their behalf and shall deliver to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit C-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent and each other paying agent of the relevan t Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Upon the request of the Common Depositary (in the case of a CGN) or the Common Service Provider (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal and Paying Agent shall, upon 30 days� written notice, authenticate and deliver outside the United States and outside the jurisdiction of incorporation or organization of the relevant Issuer (except in compliance with the securities and other laws and

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regulations of such jurisdiction, including any applicable laws and regulations of any political subdivision thereof) to or for the account of such holders, definitive Notes in an aggregate principal amount equal to the aggregate principal amount of such permanent global Note, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit C-2 hereto. All expenses incurred as a result of any such exchange shall be paid by the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Notwithstanding anything to the contrary contained in this subsection 3(e), the Fiscal Agent shall not be required to exchange the entire aggregate principal amount of a permanent global Note for definitive Bearer Notes in the event holders of less than the entire aggregate principal amount of the permanent global Note have requested definitive Bearer Notes, provided the operating rules and regulations of the clearance system then in effect would permit less than the entire aggregate principal amount of the permanent global Note to be so exchanged.

Each permanent global Note shall in all respects be entitled to the same benefits under this Agreement as definitive Notes authenticated and delivered hereunder.

Any certification referred to in Section 3(c) or (d) above which is delivered to the Fiscal and Paying Agent by Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, may be relied upon by the Fiscal and Paying Agent as conclusive evidence that the corresponding certification or certifications of the holder or holders have been delivered to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, pursuant to the terms of this Agreement and the terms of the Notes.

(g)    Authentication of Registered Notes.  If so specified in the applicable Corporate Order, Notes of any Series may be issued in fully registered form. Such Corporate Order will specify whether Registered Notes of such Series may be issued in exchange for Bearer Notes of such Series and whether the Notes of such Series may initially be issued in permanent global or definitive form. In the case of permanent global Registered Notes, (i) if the global Registered Note is intended to be issued under the CSS, it shall be registered in the name of a nominee for and deposited with the Common Depositary for the accounts of Euroclear, Clearstream, Luxembourg, and/or another recognized clearance system, or (ii) if the global Registered Note is intended to be issued under the NSS, it shall be registered in the name of a nominee of the Common Safekeeper for Euroclear and Clearstream, Luxembourg, in each case for credit to the respective securities clearance accounts of the relevant Dealer (or to such other accounts as they may have directed) maintained with Euroclear, Clearstream, Luxembourg, another clearance system or The Depository Trust Company in New York City for credit to the respective accounts of the relevant Dealers (or to such other accounts as they may have directed) maintained with The Depository Trust Company or such other clearance and settlement organization as is specified in the applicable Corporate Order. Unless otherwise specified in the applicable Corporate Order or by the relevant Dealer or Dealers, each Tranche of global Registered Notes, shall initially be issued in the form of a single global Registered Note. The global Registered Note shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Pay ing Agent, upon the same conditions, in substantially the same manner and with the same effect as any definitive Registered Notes, and shall be registered in the name of a nominee for, and deposited with the Common Depository (if the global Registered Note is issued under the CSS) or the Common Safekeeper (if the global Registered Note is issued under the NSS) for the accounts of Euroclear and Clearstream, Luxembourg or any other recognized and agreed clearing system (in the case of a CSS). If the global Registered Note is intended to

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be a Eurosystem-eligible NSS, the Fiscal and Paying Agent will instruct the Common Safekeeper to effectuate the same.

4.      Exchange and Registration of Transfer of Notes.

(a)    Exchange of Registered Notes.  Registered Notes of any Series may be exchanged for a like aggregate principal amount of Registered Notes of the same Series of other authorized denominations. Bearer Notes will not be issuable in exchange for Registered Notes.

If so provided in the relevant Corporate Order, Bearer Notes of any Series (with all unmatured coupons, if any, and all matured coupons, if any, then in default, attached thereto) will be exchangeable (upon the terms, set forth in Section 3) for Registered Notes of the same Series of any authorized denominations and in an equal aggregate principal amount. Bearer Notes surrendered in exchange for Registered Notes after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the coupon relating to such date for payment of interest.

Notes to be exchanged pursuant to the preceding two paragraphs shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for such purpose in accordance with the provisions of Section 5 or at any of such other offices or agencies as may be designated and maintained by such Issuer and the Guarantor for such purpose in accordance with the provisions of Section 5, and such Issuer shall execute and register, the Guarantor shall cause the Guarantee to be endorsed thereon and the Fiscal and Paying Agent shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. The term �Noteholder,� �holder of Notes,� or other similar terms, shall mean, (a) with respect to any Registered Note, the person in whose name at the time such Registered Note is registered on the books of the relevant Issuer kept for that purpose in accordance with the terms hereof or (b) with respect to any Bearer Note, the bearer thereof. Each person designated by the relevant Issuer as a person authorized to register and register transfer of the Notes is sometimes herein referred to as a �Registrar.� In no event shall such Issuer designate more than one Registrar for each Series of Registered Notes. No person shall at any time be designated as or act as a Registrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.

(b)    Transfers of Registered Notes.  Each Registrar shall keep, at each such office or agency outside of the United Kingdom, a register for each Series of Notes (for which it has been appointed Registrar) issuable in registered form (the registers of all Registrars being herein sometimes collectively referred to as the �Register�) in which, subject to such reasonable regulations as it may prescribe, the Registrar shall register Registered Notes and shall register the transfer of Registered Notes as herein provided. The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Register shall be open for inspection by the relevant Issuer, the Guarantor, the Fiscal and Paying Agent and any Registrar. Upon due presentment for registration of transfer of any Registered Note of any Series at any designated office or agency, such Issuer shall execute, the Guarantor shall (in the case of Notes issued by an Issuer other than GE Capital) cause the Guarantee to be endorsed thereon, the Registrar shall register and the Fiscal and

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Paying Agent shall authenticate and deliver in the name of the transferee or transferees a new Registered Note or Registered Notes of the same Series for an equal aggregate principal amount. Registration or registration of transfer of any Registered Note by any Registrar in the Register maintained by such Registrar, and delivery of such Registered Note, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Registered Note.

All Registered Notes presented for registration of transfer or for exchange, redemption, repayment or payment shall (i) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and the Registrar duly executed by, the holder or his attorney duly authorized in writing and (ii) be accompanied by a duly completed Form W-8BEN or other applicable form required by the United States Internal Revenue Code of 1986, as amended, of the transferee.

If so specified in the applicable Corporate Order, the transfer of some or all of the Registered Notes of any Series may be subject to the restrictions set forth therein. If so specified in such Corporate Order, the Registrar for such Notes shall not register the transfer of any such Notes absent compliance with such restrictions.

(c)    Exchange and transfer of Bearer Notes.  Bearer Notes in definitive form of any Series will be exchangeable for Bearer Notes in definitive form of the same Series in other authorized denominations, in an equal aggregate principal amount. Bearer Notes to be so exchanged shall be surrendered, at the option of the holders thereof, at the office of any Paying Agent appointed by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor to perform such service in accordance with the provisions of Section 5, and such Issuer shall execute, the Guarantor shall cause the Guarantee to be endorsed thereon and such Paying Agent shall authenticate and deliver in exchange therefor the Bearer Note or Notes which the Noteholder making the excha nge shall be entitled to receive. Bearer Notes and any coupons appertaining thereto will be transferable by delivery.

(d)    Repository of master list of holders of Registered Notes.  The relevant Issuer will at all times designate one person (who may be such Issuer and who need not be the Registrar of any Series) to act as repository of a master list of names and addresses of the holders of the Registered Notes. The Bank of New York Mellon (Luxembourg) S.A. shall act as such repository unless and until some other person is, by written notice from such Issuer to The Bank of New York Mellon (Luxembourg) S.A., copied to the fiscal and paying agent and each Registrar, designated by such Issuer to act as such. Such Issuer shall cause each Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such Registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable. For so long as any permanent global Registered Note is held under the NSS, a nominee for the Common Safekeeper for Euroclear and Clearstream, Luxembourg shall be the registered holder of such Notes and the permanent global Registered Note representing such Notes shall include a legend to the foregoing effect.

(e)    Miscellaneous.  Except as provided in Section 3(d), no service charge shall be made for any exchange or registration of transfer of Notes, but the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor may require payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in connection therewith.

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The relevant Issuer shall not be required (i) to issue, register the transfer of or exchange Notes to be redeemed for a period of fifteen calendar days preceding the first publication of the relevant notice of redemption, or if Registered Notes are outstanding and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Notes selected for redemption, in whole or in part, except the unredeemed portion of any such Registered Notes being redeemed in part, or (iii) to exchange any Bearer Notes selected for redemption, except that such Bearer Notes may be exchanged for Registered Notes of like tenor, provided that such Registered Notes shall be simultaneously surrendered for redemption or (iv) to register transfer of or exchange any Notes surrendered for optional repayment, in whole or in part.

Notwithstanding anything herein or in the terms of any Notes to the contrary, none of the relevant Issuer, the Fiscal and Paying Agent or any agent of such Issuer or the Fiscal and Paying Agent shall be required to exchange any Bearer Note for a Registered Note if such exchange would result in adverse income tax consequences to such Issuer (such as, for example, the inability of such Issuer to deduct from its income, as computed for income tax purposes, the interest payable on the Bearer Notes) under (i) then applicable United States Federal income tax laws, or (ii) in the case of an Issuer other than GE Capital, then applicable income tax laws or regulations of the jurisdiction of incorporation or organization of the Issuer or any political subdivision thereof or therein.

5.            Payments of Principal, Premium and Interest; Paying Agents.

(a)    Payment generally.  In order to provide for the payment of the principal of, premium and interest on each Series of Notes as the same shall become due and payable on any payment date, the relevant Issuer hereby agrees to pay to the Fiscal and Paying Agent at the place and in the manner specified below or to such account or at such offices of any paying agent outside of the United States and, in the case of Notes issued by an Issuer other than GE Capital, outside the jurisdiction of incorporation or organization of the relevant Issuer, as the Fiscal and Paying Agent shall specify in writing to such Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor, such writing to be delivered not less than five calendar days prior to the payment date, i n such currency or currency units as shall be required to make the payment due on such payment date, on each interest payment date and on the maturity date of such Series of Notes or any date fixed for redemption or acceleration of such Series of Notes (in each case determined in accordance with the terms of such Notes), in immediately available funds available on such interest payment, maturity, redemption or acceleration date, as the case may be, in an aggregate amount which (together with any funds then held by the Fiscal and Paying Agent and available for the purpose) shall be sufficient to pay the entire amount of the principal of, premium and interest on such Series of Notes (including Additional Amounts (as defined below), if any, becoming due on such interest payment, maturity, redemption or acceleration date), and the Fiscal and Paying Agent shall hold such amount in trust and apply it to the payment of any such principal, premium or interest on such interest payment, maturity, redemption or acceler ation date. Nothing contained herein shall be construed to require the Fiscal and Paying Agent or any other paying agent to make any payment to the holder of a Note until funds have been received from the relevant Issuer pursuant to this Section.

(b)    Payments on temporary global Notes; certification requirements.    Holders of any temporary global Note may receive interest payments prior to the Exchange Date of such temporary global Note; provided such holders deliver a certificate or certificates to Euroclear, Clearstream, Luxembourg or, if specified in the Corporate Order, other recognized clearing system substantially in the form set forth in Exhibit B-1 and instruct Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, to request such interest payment on their behalf. Upon the request of the Common

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Depositary (in the case of a CGN) or the Common Service Provider (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system, acting in turn on behalf of holders of Notes, the Fiscal and Paying Agent shall make payments of interest to the holders of interests in temporary global Notes, but only upon delivery by Euroclear, Clearstream, Luxembourg, or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto.

In the event of redemption or acceleration of all or any part of any temporary global Note prior to its Exchange Date, holders will be entitled to receive payment on or after the date fixed for such redemption or on which such acceleration occurs upon compliance by such holders and Euroclear, Clearstream, Luxembourg or other clearance system, as applicable, with the provisions of the preceding paragraph of this Section.

(c)    Payments on Registered Notes.    The person in whose name any Registered Note of a particular Series is registered at the close of business or on any Record Date (as hereinafter defined) with respect to any interest payment date for such Series shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Registered Note upon any registration of transfer or exchange subsequent to the Record Date and prior to such interest payment date; provided however, that (i) if and to the extent that the relevant Issuer shall default in the payment of the interest on such interest payment date, such defaulted interest shall be paid to the persons in whose names outstanding Registered Notes of such Series are registe red on a subsequent Record Date established by notice given by mail by or on behalf of such Issuer to the holders of such Registered Notes not less than 15 calendar days preceding such subsequent Record Date, such Record Date to be not less than five calendar days preceding the date or payment of such defaulted interest and (ii) interest payable at maturity, redemption or repayment of such Registered Note shall be payable to the person to whom principal shall be payable. The term �Record Date� as used in this Section with respect to any regular interest payment date, shall mean the calendar day preceding such interest payment date, whether or not such calendar day shall be a Business Day (as defined in Section 22).

Interest on Registered Notes may at the option of the relevant Issuer be paid by check mailed to the persons entitled thereto at their respective addresses as such appear in the Register, or, at the option of any holder of $5,000,000 (or the equivalent thereof in one or more foreign or composite currencies) or more aggregate principal amount of Registered Notes of any Series and subject to applicable laws and regulations, be made by transfer to an account denominated in the currency in which such payment is to be made, maintained by such holder, if appropriate wire transfer instructions have been received by such Issuer or its agent not less than 10 calendar days prior to the applicable interest payment date.

(d)    Payments on Bearer Notes.    Payments on Bearer Notes or the coupons appertaining thereto will, upon presentation of such Notes or coupons at a designated office outside of the United States, at the holder�s option and subject to applicable laws and regulations, be made by check or wire transfer to an account denominated in the Specified Currency (unless otherwise provided in the applicable Corporate Order) in which such payment is to be made, maintained by such holder with a bank outside the United States and (in the case of Notes issued by an Issuer other than GE Capital) outside the jurisdiction of organization of the Issuer, if appropriate wire transfer instructions have been received by the relevant Issuer or its agent not less than 10 calendar days prio r to the applicable interest payment date.

The relevant Issuer will maintain one or more offices or agencies in a city or cities located outside the United States and (in the case of Notes issued by an Issuer other than GE Capital) outside the

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country of incorporation or organization of the relevant Issuer (including any city or country in which such an agency is required to be maintained under the rules of any stock exchange on which any of the Notes are listed) where any Bearer Notes issued hereunder and coupons, if any, appertaining thereto may be presented for payment. No payment on any Bearer Note or coupon will be made upon presentation of such Bearer Note or coupon at an agency of the relevant Issuer or the Guarantor within the United States or (in the case of Notes issued by an Issuer other than GE Capital) within the country of incorporation or organization of the relevant Issuer nor will any payment be made by transfer to an account in, or by check mailed to an address in, the United States or (in the case of Notes issued by an Issuer other than GE Capital) in the country of incorporation or organization of the relevant Is suer unless pursuant to applicable United States law or the laws or regulations of the country of incorporation or organization of the relevant Issuer or any political subdivision thereof or therein (in the case of Notes issued by an Issuer other than GE Capital) then in effect, such payment can be made without adverse tax consequences to such Issuer. Notwithstanding the foregoing, (a) payments in U.S. dollars on Bearer Notes and coupons appertaining thereto may be made at an agency of such Issuer maintained in the Borough of Manhattan, The City of New York if such payment in U.S. dollars at each agency maintained by such Issuer outside the United States for payment on such Bearer Notes is illegal or effectively precluded by exchange controls or other similar restrictions, (b) payments in Canadian dollars on Bearer Notes and Coupons appertaining thereto may be made at an agency of such Issuer maintained in the City of Toronto if such payment in Canadian dollars at each agency maintained by such Iss uer outside Canada for payment on such Bearer Notes is illegal or effectively precluded by exchange controls or similar restrictions, and (c) (in the case of Notes issued by an Issuer other than GE Capital) payments in such other currencies on Bearer Notes and Coupons appertaining thereto may be made at such location within the country of incorporation or organization of the relevant Issuer (other than the United States) as may be specified in the applicable Corporate Order or otherwise as permitted by applicable laws and regulations of such country or any political subdivision thereof or therein.

(e)    Place of payment.  As long as any Registered Notes remain outstanding hereunder, the relevant Issuer will designate and maintain in London, England an office or agency where such Registered Notes may be presented for payment, and where such Notes may be presented for registration of transfer and for exchange as provided in this Agreement and, for so long as any Registered Notes are listed and/or admitted to trading on or by any stock exchange, competent authority and or market there will at all times be an office or agency for such purposes with a specified office in each location required by the rules and regulations of the relevant stock exchange(s), competent authority(ies) and/or market(s), provided always that the Register for such Registered Notes shall be maintained ou tside of the United Kingdom.

The relevant Issuer may from time to time designate one or more additional offices or agencies where Notes and any coupons appertaining thereto may be presented for payment, where Notes may be presented for exchange as provided in this Agreement and where Registered Notes may be presented for registration of transfer as in this Agreement provided, and such Issuer may from time to time rescind any such designation, as such Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve such Issuer of its obligation to maintain the agencies provided for in this Section. Such Issuer will give to the Fiscal and Paying Agent prompt written notice of any such designation or rescission thereof.

The relevant Issuer will give to the Fiscal and Paying Agent written notice of the location of each such office or agency and of any change of location thereof. In case such Issuer shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be

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made and notices may be served at the principal office of the Fiscal and Paying Agent in London, England.

The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor hereby initially designates the offices of The Bank of New York Mellon (Luxembourg) S.A. as the office or agency where Registered Notes may be presented for payment, for registration of transfer and for exchange as in this Agreement provided. Such office of The Bank of New York Mellon (Luxembourg) S.A. is also designated as repository pursuant to Section 4 for the master list of the names and addresses of the holders of Registered Notes.

(f)      Payments by the Guarantor.   If the relevant Issuer shall fail to provide for the amounts payable on any Notes issued by an Issuer other than GE Capital, or coupons appertaining thereto, if any, the Guarantor shall, subject to its right to avail itself of defenses under all relevant laws for the prescription of actions in respect of such Notes and coupons appertaining thereto, forthwith upon receipt of notice of such failure from the Fiscal and Paying Agent (who shall give such notice forthwith upon such failure) deliver or cause to be delivered to the Fiscal and Paying Agent the amount thereof (to the extent that the same has not then been delivered by the relevant Issuer), which amount shall be held and applied in payment of such amounts by the Fiscal Agent and Paying Agent in all respects as if received from the relevant Issuer under this Agreement.

(g)      Taxes; foreign exchange clearance.   The Fiscal Agent hereby agrees to use its best efforts to obtain, prior to any payment date on the Notes, any tax or foreign exchange clearance or other authorization required under the laws of the United States or of the country of incorporation or organization of the relevant Issuer (in the case of Notes issued by an Issuer other than GE Capital) or any political subdivision thereof or therein or any applicable foreign country or other authority with respect to the payment to be made on the Notes on such date.

6.        Redemption; Sinking Funds; Repayment at the Option of the Holder.

(a)      The provisions of this Section shall be applicable, as the case may be, (i) to any Notes which are redeemable or subject to repayment at the option of the holder before their maturity and (ii) to any sinking fund for the retirement of any Notes, in either case except as otherwise specified as contemplated by Section 2 for any Series of Notes.

The minimum amount of any sinking fund payment provided for by the terms of any Notes is herein referred to as a �mandatory sinking fund payment,� and any payment in excess of such minimum amount provided for by the terms of such Notes is herein referred to as an �optional sinking fund payment.�

In case the relevant Issuer shall desire to exercise any right to redeem all, or, as the case may be, any part of, the Notes of any Series in accordance with their terms, it shall fix a date for redemption. Notice of redemption to the holders of Registered Notes to be redeemed in whole or in part at the option of such Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such holders at their last addresses as they shall appear in the Register. Notice of redemption to holders of Bearer Notes shall be published in one leading English language daily newspaper with general circulation in London, England or, if publication in London is not practical, elsewhere in Western Europe. Notice of redemption to holders of Bearer Notes that have been listed on any stock exchange, competent authority

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and/or market shall be published in accordance with the applicable rules and regulations promulgated by such exchange, competent authority and/or market. The term �daily newspaper� shall mean a newspaper customarily published on each business day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions. Such notice is expected to be published in the Financial Times, and shall be published at least once a week for three successive weeks prior to the date fixed for redemption, the first such publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. If by reason of the temporary or permanent suspension of publication of any newspaper or by reason of any other cause, it shall be impossible to make publication of such notice in a daily newspaper as herein provided, then such publication or other notic e in lieu thereof as shall be made by the Fiscal and Paying Agent shall constitute sufficient publication of such notice, if such publication or other notice shall, so far as may be possible, approximate the terms and conditions of the publication in lieu of which it is given. The Fiscal and Paying Agent shall promptly furnish to the relevant Issuer and to each other paying agent of such Issuer a copy of each notice of redemption so published. Any notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give notice or any defect in the notice to the holder of any Note of a Series designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note of such Series.

Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which the Notes of such Series are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes and, in the case of Notes issued with coupons, of all coupons appertaining thereto maturing after the date fixed for redemption, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Notes of a Series are to be redeemed the notice of redemption shall specify the number or numbers of the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be re deemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes of the same Series in principal amount equal to the unredeemed portion thereof, together with any unmatured coupons appertaining thereto, will be issued.

On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the relevant Issuer will deposit with the Fiscal and Paying Agent or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Notes or portions thereof so called for redemption, together with accrued interest to the date fixed for redemption. If less than all the Notes of a Series are to be redeemed such Issuer will give the Fiscal and Paying Agent notice not less than 60 days prior to the redemption date as to the aggregate principal amount of Notes of such Series to be redeemed and the Fiscal and Paying Agent shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Notes or portions thereof to be redeemed. Notes of a Series may be redeemed in part only in multipl es of the smallest authorized denomination of that Series.

(b)      If notice of redemption has been given as provided in this Section, the Notes or portions of Notes of the Series with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price together with any interest accrued to the date fixed for redemption, and on and after said date (unless the relevant Issuer shall default in the payment of Notes or portions of such Notes, together with any interest accrued to said date) any interest on the Notes or portions of Notes of such Series so called for redemption shall cease to accrue, and the unmatured coupons, if any, appertaining thereto shall be void. On presentation and

15

surrender of such Notes at a place of payment in said notice specified, together with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, the said Notes or the specified portions thereof shall be paid and redeemed by the relevant Issuer at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption; provided, however, that payment of interest becoming due on the date fixed for redemption shall be payable in the case of Notes with coupons attached thereto, to the holders of the coupons for such interest upon surrender thereof, and in the case of Registered Notes, to the persons to whom the principal thereof shall be payable.

If any Note issued with coupons is surrendered for redemption and is not accompanied by all appurtenant coupons maturing after the date fixed for redemption, the surrender of such missing coupon or coupons may be waived by the relevant Issuer and the Fiscal and Paying Agent, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Upon presentation of any Note redeemed in part only, the relevant Issuer shall execute and the Fiscal and Paying Agent shall authenticate and deliver to the holder thereof, at the expense of such Issuer, a new Note or Notes of the same Series, of authorized denominations, together with all unmatured coupons, if any, appertaining thereto, in aggregate principal amount equal to the unredeemed portion of the Note so presented.

In lieu of making all or any part of any mandatory sinking fund payment with respect to any Notes in cash the relevant Issuer may at its option (a) deliver to the Fiscal and Paying Agent Notes, together with all unmatured coupons, if any, appertaining thereto, of the same Series theretofore purchased or otherwise acquired by such Issuer, or (b) receive credit for the principal amount of Notes of the same Series which have been redeemed either at the election of such Issuer pursuant to the terms of such Notes or through the application of permitted optional sinking fund payments pursuant to the terms of such Notes; provided that such Notes have not previously been so credited. Such Notes shall be received and credited for such purpose by the Fiscal and Paying Agent at the redemption price specified in such Notes for redemption through operation of the sinking fund an d the amount of such mandatory sinking fund payment shall be reduced accordingly.

Not less than 60 days prior to each sinking fund payment date for any Notes, the relevant Issuer will deliver to the Fiscal and Paying Agent a certificate signed by an Issuer Authorized Representative specifying the amount of the next ensuing sinking fund payment for such Notes pursuant to the terms thereof, the portion thereof, if any, which is to be satisfied by payment of cash (which cash may be deposited with the Fiscal and Paying Agent or with one or more paying agents) and the portion thereof, if any, which is to be satisfied by delivering and crediting Notes of the same Series pursuant to this Section (which Notes, if not theretofore delivered, will accompany such certificate) and whether such Issuer intends to exercise its right to make a permitted optional sinking fund payment with respect to such Notes. Such certificate shall also state that no Event of Default (as defined in Section 8 below) has occurred and is continuing with respect to such Notes. Such certificate shall be irrevocable and upon its delivery the relevant Issuer shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the relevant Issuer to deliver such certificate (or to deliver the Notes specified in this paragraph), the sinking fund payment due on the next succeeding sinking fund payment date for such Notes shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Notes subject to a mandatory sinking fund payment without the option to deliver or credit Notes as provided in this Section and without the right to make any optional sinking fund payment, if any, with respect to such Notes.

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Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed 100,000 units of the Specified Currency with respect to the particular Series (or a lesser sum if the relevant Issuer shall so request or determine) with respect to any Notes shall be applied by the Fiscal and Paying Agent on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Notes at the redemption price specified in such Notes for operation of the sinking fund together with accrued interest, if any, to the date fixed for redemption. Any sinking fund moneys not so applied or allocated by the Fiscal and Paying Agent to the redempti on of Notes shall be added to the next cash sinking fund payment received by the Fiscal and Paying Agent for such Notes and, together with such payment (or such amount so segregated) shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys with respect to any Notes held by the Fiscal and Paying Agent on the last sinking fund payment date with respect to such Notes and not held for the payment or redemption of particular Notes of such Series shall be applied by the Fiscal and Paying Agent, together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Notes of that Series at maturity.

The Fiscal and Paying Agent shall select or cause to be selected the Notes to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of subsection (a) and the relevant Issuer shall cause notice of the redemption thereof to be given in the manner provided in subsection (b) except that the notice of redemption shall also state that the Notes are being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Notes shall be made upon any Series of Notes the terms and in the manner stated in subsection (b).

On or before each sinking fund payment date, the relevant Issuer shall pay to the Fiscal and Paying Agent in cash a sum equal to any interest accrued to the date fixed for redemption of Notes or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section.

Neither the Fiscal and Paying Agent nor the relevant Issuer shall redeem any Notes of any Series with sinking fund moneys or give any notice of redemption of such Notes by operation of the sinking fund for such Series during the continuance of a default in payment of interest, if any, on such Notes or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to Notes of such Series, except that if the notice of redemption of any such Notes shall theretofore have been given in accordance with the provisions hereof, the Fiscal and Paying Agent shall redeem such Notes if cash sufficient for that purpose shall be deposited with the Fiscal and Paying Agent for that purpose in accordance with the terms of this Section. Except as aforesaid, any moneys in the sinking fund for Notes of such Series at the time when any such defau lt or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default, be held as security for the payment of such Notes; provided, however, that in case such default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for Notes of such Series on which such moneys may be applied pursuant to the provisions of this Section.

(c)      Any Series of Notes may be made, by provision contained in or established pursuant to a Corporate Order pursuant to Section 2(c) hereof, subject to repayment, in whole or in part, at the option of the holder on a date or dates specified prior to maturity, at a price equal to 100% of the principal amount thereof, together with accrued interest to but excluding the date of repayment, on such notice as may be required, provided, however, that the holder of a Note of such Series may only elect partial repayment in

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an amount that will result in the portion of such Note that will remain outstanding after such repayment constituting an authorized denomination, or combination thereof, of Notes of such Series.

7.        Mutilated, Destroyed, Stolen or Lost Notes.

(a)      The Fiscal and Paying Agent is hereby authorized to authenticate (and instruct the Common Safekeeper to effectuate any Eurosystem-eligible NGN) and deliver from time to time Notes of any Series, with all unmatured coupons attached, in exchange for or in lieu of Notes of such Series which become mutilated, defaced, destroyed, stolen or lost or Notes of such Series to which mutilated, defaced, destroyed, stolen or lost coupons appertain. In every case the applicant for a substituted Note of such Series or coupon appertaining thereto shall furnish to the relevant Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and to the Fiscal and Paying Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to such Issuer, the Guarantor and to the Fiscal and Paying Agent evidence to their satisfaction of the destruction, loss or theft of such Note or coupon and of the ownership thereof. Each Note authenticated, effectuated (as applicable) and delivered in exchange for or in lieu of any such Note shall carry all the rights to interest accrued and unpaid and to accrue which were carried by such Note and shall have attached thereto coupons such that neither gain nor loss in interest shall result from such exchange or substitution.

Upon the issuance of any substituted Note or coupon, the relevant Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Note or coupon which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the relevant Issuer may, instead of issuing a substituted Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note or coupon) if the applicant for such payment shall furnish to such Issuer, the Guarantor and to the Fiscal and Paying Agent such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to such Issuer, the Guarantor and the Fiscal and Paying Agent of the dest ruction, loss or theft of such Note or coupon and the ownership thereof.

(b)      All Notes and coupons surrendered for payment, redemption, repayment, exchange or registration of transfer or for credit against any sinking fund shall be delivered to, or to the order of, the Fiscal and Paying Agent for cancellation. The Fiscal and Paying Agent shall cancel and destroy, or procure the cancellation and destruction of, all such Notes and coupons and shall deliver a certificate of destruction to the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. In the case of any global Note initially issued in temporary global form, which shall be destroyed by the Fiscal and Paying Agent upon exchange in full, the certificate of destruction shall state that a certification in the form required pursuant to the terms of such global Note was received with respect to each portion thereof e xchanged for an interest in a Note in permanent global form or in definitive form. The Fiscal and Paying Agent is authorized by the relevant Issuer and instructed to, in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect any such cancellation, as the case may be.

8.        Events of Default.    The term �Events of Default� whenever used herein with respect to Notes of any Series which are expressed in the relevant Final Terms or Securities Note, as the case may be, as being senior and unsubordinated notes means any one of the following events and such other events as may be established with respect to the Notes of such Series as contemplated by Section 2 hereof,

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continued for the period of time, if any, and after the giving of notice, if any, designated in this Agreement or as may be established with respect to such Notes as contemplated by Section 2 hereof, as the case may be, unless it is either inapplicable or is specifically deleted or modified in the applicable Corporate Order under which such Series of Notes is issued, as the case may be, as contemplated by Section 2:

(i) default in the payment of any installment of interest (including Additional Amounts) upon any Note of such Series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(ii) default in the payment of the principal of, or premium, if any, on any Note of such Series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration, repayment or otherwise; or

(iii) default in the making or satisfaction of any sinking fund payment or analogous obligation as and when the same shall become due and payable by the terms of any Notes of such Series; or

(iv) failure on the part of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor duly to observe or perform any other of the covenants or agreements on the part of such Issuer or the Guarantor in respect of the Notes of such Series contained in such Notes or this Agreement (other than a covenant or agreement in respect of the Notes of such Series a default in whose observance or performance is elsewhere in this Section specifically dealt with) continued for a period of 60 days after the date on which written notice of such failure, requiring such Issuer or the Guarantor to remedy the same, shall have been given to such Issuer, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; or

(v) an event of default with respect to any other Series of Notes issued or hereafter issued pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which GE Capital has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to the relevant Issuer, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GE Capital, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without

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further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(vi) in the case of Notes issued by GE Capital Australia Funding, an event of default with respect to any other Series of Notes issued or hereafter issued by GE Capital Australia Funding pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which GE Capital Australia Funding has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least A$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, of GE Capital Australia Funding shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice t hereof shall have been given to GE Capital Australia Funding, as the case may be, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GE Capital Australia Funding or the Guarantor, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(vii) in the case of Notes issued by GE Capital Canada Funding, an event of default with respect to any other Series of Notes issued or hereafter issued by GE Capital Canada Funding pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which GE Capital Canada Funding has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least C$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, of GE Capital Canada Funding shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to GE Capital Canada Funding, as the case may be, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GE Capital Canada Funding or the Guarantor, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured

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or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(viii) in the case of Notes issued by an Irish Issuer, an event of default with respect to any other Series of Notes issued or hereafter issued by such Irish Issuer pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which such Irish Issuer has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least U.S.$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, of such Irish Issuer shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to such Irish Issuer, as the case may be, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by such Irish Issuer or the Guarantor, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(ix) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging GE Capital bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of GE Capital under the United States Federal Bankruptcy Code or any other similar applicable United States Federal or State law, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of GE Capital or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or

(x) GE Capital shall institute proceedings to be adjudicated voluntarily bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under the United States Federal Bankruptcy Code or any other similar applicable United States Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pays its debts generally as they become due; or

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(xi) in the case of Notes issued by GE Capital Australia Funding, GE Capital Australia Funding shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator or any other officer with similar powers shall be appointed with respect to GE Capital Australia Funding or all or substantially all of the property of GE Capital Australia Funding, and, in all such cases, continues both undischarged and unstayed for a period of 90 days; or

(xii) in the case of Notes issued by GE Capital Canada Funding, any of the following events shall occur: (A) an order shall be made or an effective resolution be passed for the winding-up or liquidation or dissolution of GE Capital Canada Funding by operation of law, except in the course of carrying out, or pursuant to, a reconstruction, reorganization, consolidation, merger, amalgamation, transfer, sale, conveyance, lease or other disposition contemplated in or permitted under this Agreement; (B) GE Capital Canada Funding shall make a general assignment for the benefit of its creditors or a proposal under applicable bankruptcy legislation, or if an effective resolution be passed by GE Capital Canada Funding to give effect to any of the foregoing; or (C) GE Capital Canada Funding shall be declared bankrupt, or if a custodian or sequestrator or a receiver and manager or any other officer with similar powers shall be appointed of GE Capital Canada Funding or of all or substantially all of the property of GE Capital Canada Funding, and, in all such cases, such continues both undischarged and unstayed for a period of 90 days; or

(xiii) in the case of Notes issued by an Irish Issuer, such Irish Issuer shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator, examiner or any other official with similar powers shall be appointed with respect to such Irish Issuer or all or substantially all of the property of such Irish Issuer, and, in all such cases, continues both undischarged and unstayed for a period of 90 days; or

(xiv) any other Event of Default provided in the applicable Corporate Order under which such Series of Notes is issued as contemplated by Section 2(c); or

(xiii) with respect to each Additional Issuer acceding hereto pursuant to Section 19 hereof, such Events of Default to the foregoing effect as are provided in the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof and any other Events of Default provided in the applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof.

If an Event of Default with respect to Notes of any Series at the time outstanding occurs and is continuing, then and in each and every case, unless the principal of the Notes of such Series shall have already become due and payable, each Note of such Series shall, at the option of and upon written notice to the relevant Issuer, the Guarantor and the Fiscal and Paying Agent by the then holder thereof, mature and become due and payable upon the date that such written notice is received by such Issuer, the Guarantor and the Fiscal and Paying Agent at a price equal to 100% of the principal amount thereof (or, if such Note provides for an amount less than the principal amount thereof to be due and payable upon redemption or a declaration of acceleration of the maturity thereof pursuant to this Section (hereinafter an

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�Original Issue Discount Note�), such portion of the principal amount as may be specified in the terms of such Note), together with accrued interest to such date, upon presentation and surrender of such Note and all coupons appertaining thereto maturing after such date, unless prior to such date all Events of Default in respect of all such Notes of such Series shall have been cured.

9.        Additional Payments; Tax Redemption.

(a)      U.S. Additional Amounts. The relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the �U.S. Additional Amounts� and, together with the Australian Additional Amounts, the Canadian Additional Amounts, the Irish Additional Amounts and Other Additional Amounts (as such terms are hereinafter defined), the �Additional Amounts�) to the holder of any Note of any Series or of any interest coupon appertaining thereto who is a United States Alien (as defined below) as may be necessary in order that every net payment of the principal of, premium and interest, including original issue discount, on such Note and any oth er amounts payable on such Note, after withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note or coupon to be then due and payable. However, the relevant Issuer or the Guarantor, as the case may be, will not be required to make any payment of U.S. Additional Amounts to any such holder for or on account of:

(i) any such tax, assessment or other governmental charge which would not have been so imposed but for (1) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (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 (2) the presentation by the holder of any such Note or coupon 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;

(ii) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

(iii) any tax, assessment or other governmental charge imposed by reason of such holder�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;

(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;

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(v) any tax, 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 United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge;

(vi) any tax, assessment or other governmental charge imposed by reason of such holder�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 relevant Issuer or of the Guarantor or as a direct or indirect subsidiary of the relevant Issuer or of the Guarantor;

(vii) any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Note or coupon, if such payment can be made without such deduction or withholding by any other Paying Agent; or

(viii) any combination of any of items (i), (ii), (iii), (iv), (v), (vi) and (vii);

nor shall U.S. Additional Amounts be paid with respect to any payment on any such Note to a United States Alien 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 United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the U.S. Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Note.

The term �United States Alien� means a beneficial owner of a Note that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

(b)        Australian Additional Amounts.    All payments of principal and interest in respect of Notes issued by GE Capital Australia Funding and any coupons relating thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In that event, GE Capital Australia Funding or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the right of redemption of GE Capital Australia Funding referred to above in Section 6 - �Redemption; Sinking Funds; Repayment at the Option of the Holder�) such additional amounts (the �Australian

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Additional Amounts�) as may be necessary in order that the net amounts received by the holders of such Notes or coupons after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of the Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Australian Additional Amounts shall be payable with respect to any Note or coupon presented for payment:

  (i)        by or on behalf of a holder who is subject to such taxes, duties, assessments or governmental charges by reason of his being resident or deemed to be resident in Australia or otherwise than merely by the holding or use or deemed holding or use outside Australia or ownership as a non-resident of Australia of such Notes or coupons; or

  (ii)       by or on behalf of a holder who is a resident of Australia where no additional amount would have been required to be paid had a tax file number, Australian business number or other exemption details been quoted to GE Capital Australia Funding in respect of the relevant Note before the due date for payment in respect of the relevant Note (�resident�, �tax file number� and �Australian business number� having the same meaning for this purpose as they have in the Income Tax Assessment Act 1936 (the �Australian Tax Act�), Income Tax Assessment Act 1997 and the Taxation Administrative Act 1953 (each as amended) of Australia); or

  (iii)      by or on behalf of a holder who is subject to such taxes, duties, assessments or government charges which would not have been so imposed but for the presentation by the holder of any such Note or coupon for payment on a date more than 15 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; or

  (iv)      if the holder of such Note or coupon or any entity which directly or indirectly has an interest in or right in respect of such Note or coupon is a �resident of Australia� or a �non-resident� who is engaged in carrying on business in Australia at or through a �permanent establishment� of that non-resident in Australia (the expressions �resident of Australia�, �non-resident� and �permanent establishment� having the meanings given to them by the Australian Tax Act) if, and to the extent that, Section 126 of the Australian Tax Act (or any equivalent provision) requires GE Capital Australia Funding to pay income tax in respect of interest payable on such Note or coupon and the income tax would not be payable were the holder o r such entity not such a �resident of Australia� or �non-resident�; or

  (v)        by or on behalf of a holder who is an associate of GE Capital Australia Funding within the meaning of Section 128F of the Australian Tax Act where interest withholding tax is payable in respect of that payment by reason of Section 128F(6) of that Act.

(c)        Canadian Additional Amounts.   All payments of principal and interest in respect of Notes issued by GE Capital Canada Funding and any interest coupons appertaining thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Canada or any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, GE C apital Canada Funding (in the case of

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Notes issued by GE Capital Canada Funding) or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the right of redemption of GE Capital Canada Funding referred to in paragraph (h) below such additional amounts (the �Canadian Additional Amounts�) as may be necessary in order that the net amounts received by the holders of Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of such Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Canadian Additional Amounts shall be payable with respect to any such Note or coupon presented for payment:

    (i)        by or on behalf of a holder who is subject to such taxes, duties, assessments or charges otherwise than merely by the holding or use or deemed holding or use outside Canada or ownership as a non-resident of Canada of such Note or coupon; or

    (ii)       by or on behalf of a holder in respect of whom such taxes, duties, assessments or charges are required to be withheld or deducted by reason of the holder being a person with whom GE Capital Canada Funding is not dealing at arm�s length (within the meaning of the Income Tax Act (Canada)); or

    (iii)      more than 15 days after the Relevant Date (as defined below), except to the extent that the holder thereof would have been entitled to such Canadian Additional Amounts on presenting such Note or coupon for payment on the last day of such period of 15 days.

The term �Relevant Date� means the later of (i) the date on which payment in respect of the relevant Note or Coupon becomes due and payable; and (ii) if the full amount of the moneys payable on such date has not been received by the Fiscal and Paying Agent on or prior to such date, the date on which the full amount of such moneys having been so received, notice of such receipt is duly published in accordance with the terms set out under Section 20- �Notices to Parties� below.

(d)        Irish Additional Amounts.   All payments of principal and interest in respect of Notes issued by an Irish Issuer will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Ireland or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, the relevant Irish Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (su bject to the Issuer�s right of redemption referred to above) such additional amounts (the �Irish Additional Amounts�) as may be necessary in order that the net amounts received by the holder of such Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received in respect of such Notes or the coupons appertaining thereto, as the case may be, in the absence of such withholding or deduction, except that no Irish Additional Amounts shall be payable with respect to any such Note or a coupon appertaining thereto presented for payment:

    (i)        by or on behalf of a holder who is subject to such taxes, duties, assessments or charges otherwise than merely by the holding or use or deemed holding or use outside Ireland or ownership as a non-resident of Ireland of such Notes or coupon appertaining thereto;

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    (ii)       by or on behalf of a holder who is subject to such taxes, duties, assessments or charges or government charges which would not have been so imposed but for the presentation by the holder of any such Note or coupon for payment on a date more than 15 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; or

    (iii)      by or on behalf of a holder who is subject to such taxes, duties, assessments or charges or government chargers which are deducted or withheld by an Irish paying agent, if the payment could have been made by another paying agent without such deduction or withholding.

There is also no obligation of an Irish Issuer or the Guarantor to pay such Irish Additional Amounts if such deduction or withholding taxes, duties or governmental charges could be prevented or reduced by the fulfillment of information or other obligations.

(e)        European Union. The relevant Issuer or Guarantor, as the case may be, will not be required to make any payment of Additional Amounts to any such holder for or on the account of:

    (i)        any tax, duty, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, or interest on, any Note, if such payment can be made without such withholding by any other Paying Agent in a member state of the European Union; or

    (ii)       any tax, duty, assessment or other governmental charge required to be imposed or withheld on a payment to an individual and which is required to be made pursuant to any European Union Directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive.

(f)        Other Additional Amounts.   In the case of Notes issued by an Additional Issuer acceding to this Agreement pursuant to Section 19 hereof, all payments of principal and interest in respect of Notes issued by such Issuer and any interest coupons appertaining thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction of organization of such Issuer or any political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, such Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay such additional amounts (the �Other Additional Amounts�) as may be necessary in order that the net amounts received by the holders of Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of the Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Other Additional Amounts shall be payable with respect to any Note or coupon as are provided in the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof or otherwise provided in such applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof; prov ided, however, that the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof or the applicable Corporate Order under which a Series of Notes is issued by an Additional Issuer as contemplated by Section 2(c) hereof may amend, modify or replace these provisions,

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as necessary to conform such Issuer�s obligation to pay additional amounts on such Notes to applicable laws, rules or regulations of the country of incorporation or organization of such Issuer or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or to comply with any official position regarding the application or interpretation of such laws, rules or regulations, including any guidance from an official source.

(g)        Tax Redemption - General.   All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant t o this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the �Redemption Determination Date�), and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due.

Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice.

If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of a certificate substantially in the form set forth in (i) Exhibit B-1 provided by the holder of such Note or (ii) Exhibit B-2, delivery of which is a condition to payment of such Note.

(h)        Tax Redemption: Notes Issued by GE Capital Australia Funding.   All Notes of the same Series issued by GE Capital Australia Funding may be redeemed, at the option of such GE Capital Australia Funding in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if GE Capital Australia Funding or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Australia or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulin gs, including any change effected by guidance in any

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form from an official source, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agrees to purchase such Tranche of Notes GE Capital Australia Funding or the Guarantor, as the case may be, has or will become obligated to pay Australian Additional Amounts with respect to the Notes as described under Section 9(b) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Note s issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph GE Capital Australia Funding or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that GE Capital Australia Funding is entitled to effect redemption and setting forth a statement of facts showing that the conditions precedent to the right of GE Capital Australia Funding to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 GE Capital Australia Funding or the Guarantor, as the case may be, would be obligated to pay such Australian Additional Amounts if a payment in respect of such Notes were then due.

(i)        Tax Redemption: Notes Issued by GE Capital Canada Funding.   All Notes of the same Series issued by GE Capital Canada Funding may be redeemed, at the option of GE Capital Canada Funding (in the case of Notes issued by GE Capital Canada Funding) in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if GE Capital Canada Funding or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official positio n 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 the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, GE Capital Canada Funding or the Guarantor, as the case may be, has or will become obligated to pay Canadian Additional Amounts with respect to the Notes as described under Section 9(c) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, GE Capital Canada Funding or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that GE Capital Canada Funding is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of GE Capital Canada Funding, to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 GE Capital Canada Funding or the Guarantor, as the case may be, would be obligated to pay such Canadian Additional Amounts if a payment in respect of such Notes were then due.

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(j)        Tax Redemption: Notes Issued by an Irish Issuer.   All Notes of the same Series issued by an Irish Issuer may be redeemed, at the option of such Irish Issuer (in the case of Notes issued by such Irish Issuer) in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if such Irish Issuer or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Ireland or of any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official position regarding the application or interpretatio n 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 the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, such Irish Issuer or the Guarantor, as the case may be, has or will become obligated to pay Irish Additional Amounts with respect to the Notes as described under Section 9(d) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Irish Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that such Irish Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Irish Issuer, to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 such Irish Issuer or the Guarantor, as the case may be, would be obligated to pay such Irish Additional Amounts if a payment in respect of such Notes were then due.

(k)        Tax Redemption: Notes Issued by Additional Issuers.   All Notes of the same Series issued by an Additional Issuer acceding to this Agreement pursuant to Section 19 hereof may be redeemed, at the option of such Issuer, in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if such Issuer or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction of such Issuer�s organization or of any political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official position regarding th e 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 the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, such Issuer or the Guarantor, as the case may be, has or will become obligated to pay Other Additional Amounts with respect to the Notes as described under Section 9(f) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premi um, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, such Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that such Issuer is entitled to effect such redemption and setting forth a statement of

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facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 such Issuer or the Guarantor, as the case may be, would be obligated to pay such Other Additional Amounts if a payment in respect of such Notes were then due; provided, however, that the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof or the applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof may amend, modify or replace these provisions, as necessary to conform such Issuer�s right to redeem the Notes to applicable laws, rules or regulations of the country or organization of such Issuer or any political subdivisions thereof or any authority or agency therein or thereof having power to tax, or to comply with any official position regarding the application or interpretation of such laws, rules or regulations, including any guidance from an official source.

(l)        Special Tax Redemption of Bearer Notes.   If the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall determine that any payment made outside the United States by such Issuer, the Guarantor (if the Guarantor is required to make payments under the relevant Guarantee) or any Paying Agent of principal or interest, including original discount, due in respect of any Bearer Notes of any Series would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which requirement is the disclosure to such Issuer, the Guarantor, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bearer Note or coupon who is a United States Alien (other than such a requirement (a) which would not be applicable to a payment made by such Issuer, the Guarantor or any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) which can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien, provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner is not otherwise subject to any such requirement), the relevant Issuer shall (in the case of Notes issued by an Issuer other than GE Capital Canada Funding) or may (in the case of Notes issued by GE Capital Canada Funding) redeem the Bearer Notes of such Series, in whole, or if the conditions of the next paragraph are satisfied, pay the additional amou nts specified in such paragraph. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. The relevant Issuer or the Guarantor, as the case may be, shall make such determination and election as soon as practicable and publish prompt notice thereof (the �Determination Notice�) stating the effective date of such certification, identification or other information reporting requirements, whether such Issuer will redeem the Bearer Notes of such Series, or whether such Issuer or the Guarantor, as the case may be, has elected to pay the U.S. Additional Amounts specified in the next paragraph, and (if applicable) the last date by which the redemption of the Bearer Notes of such Series must take place, as provided in the next succeeding sentence. If the relevant Issuer redeems the Bearer Notes of such Series, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the relevant Issuer or the Guarantor, as the case may be, shall elect by notice to the Fiscal and Paying Agent at least 60 days prior to the date fixed for redemption. Notice of such redemption of the Bearer Notes of such Series will be given to the holders of such Bearer Notes not more than 60 nor less than 30 days prior to the date fixed for redemption. Such redemption notice shall include a statement as to the last

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date by which the Bearer Notes of such Series to be redeemed may be exchanged for Registered Notes. Notwithstanding the foregoing, the relevant Issuer shall not so redeem such Bearer Notes if such Issuer or the Guarantor shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such requirement, in which case such Issuer or the Guarantor shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. The right of the holders of Bearer Notes called for redemption pursuant to this paragraph to exchange such Bearer Notes for Registered Notes will terminate at the close of business of the Principal Paying Agent on the fifteenth day prior to the date fixed for redemption, and no further exchanges of such Series of Bearer Notes for Registered Notes sha ll be permitted.

If and so long as the certification, identification or other information reporting requirements referred to above in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the relevant Issuer or the Guarantor, as the case may be, may elect to pay as U.S. Additional Amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by such Issuer, the Guarantor or any Paying Agent of principal or interest, including original issue discount, due in respect of any Bearer Note or any coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality residence of identity of such beneficial owner be disclosed to such Issuer, the Guarantor, any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge which (i) would not be applicable in the circumstances referred to in the third parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of presentation of such Bearer Note or coupon for payment more than 15 days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Bearer Note or coupon to be then due and payable. In the event the relevant Issuer or the Guarantor, as the case may be, elects to pay any U.S. Additional Amounts pursuant to this paragraph, such Issuer shall have the right to redeem the Bearer Notes of such Series in whole at any time pursuant to the applicable provisions of the preceding paragraph and the redemption pri ce of such Bearer Notes shall not be reduced for applicable withholding taxes. If such Issuer or the Guarantor, as the case may be, elects to pay U.S. Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then such Issuer shall (in the case of Notes issued by an Issuer other than GE Capital Canada Funding) or may (in the case of Notes issued by GE Capital Canada Funding) redeem the Bearer Notes of such Series in whole, pursuant to the applicable provisions of the preceding paragraph.

10.        Covenant of the Issuers and the Guarantor.

(a)        Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant and agree for the benefit of holders of all Notes issued hereunder that they will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on all such Notes (together with any Additional Amounts) at the places, at the respective times and in the manner provided in such Notes, in the coupons, if any appertaining thereto, and in this Agreement. The interest on Notes issued with coupons (together with any Additional Amounts) shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Bearer Note provides that interest thereon may be paid while such Note is in temporary form, the interest on any such temporary Bearer Note (together with any Additional Amounts) shall be paid, as to the installments of interest only, (i) in the case of a CGN, upon

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presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Notes for notation thereon of the payment of such interest, or (ii) in the case of any temporary global Note which is a NGN, upon the Fiscal and Paying Agent instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payments, in each case subject to the restrictions set forth in Section 5.

11.        Obligations of the Fiscal and Paying Agent.   The Fiscal and Paying Agent accepts its obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor agree and to all of which the rights of the holders from time to time of the Notes of each Series shall be subject:

(a)        The Fiscal and Paying Agent shall be entitled to the compensation to be agreed upon with the relevant Issuer and the Guarantor for all services rendered by it, and such Issuer and the Guarantor agree promptly to pay such compensation and to reimburse the Fiscal and Paying Agent for its reasonable out-of-pocket expenses (including fees and expenses of counsel) incurred by it in connection with the services rendered by it hereunder. The relevant Issuer and the Guarantor also agree to indemnify the Fiscal and Paying Agent and each paying agent of such Issuer and the Guarantor for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with their acting as Fiscal and Paying Agent or paying agent of such Issuer and the Guarant or hereunder. The obligations of such Issuer and the Guarantor under this subsection (a) shall survive the payment of the Notes and the resignation or removal of the Fiscal and Paying Agent and each paying agent of such Issuer and the Guarantor, as the case may be.

(b)        In acting under this Agreement and in connection with the Notes, the Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor are acting solely as agents of such Issuer and the Guarantor and do not assume any obligation towards or relationship of agency or trust for or with any of the beneficial owners or holders of the Notes except that all funds held by the Fiscal and Paying Agent or any other paying agent of such Issuer and the Guarantor for the payment of principal, of premium and of interest on (and Additional Amounts, if any, with respect to) the Notes shall be held in trust by them and applied as set forth herein and in the Notes, but need not be segregated from other funds held by them, except as required by law; provided that moneys paid by the relevant Issuer or the Guarantor to the Fis cal and Paying Agent or any other paying agent of such Issuer or the Guarantor for the payment of the principal of, premium and interest on (and Additional Amounts, if any, with respect to) any of the Notes and remaining unclaimed at the end of three years after the date on which such principal, premium or interest (or Additional Amounts, if any) shall have become due and payable shall be repaid to the relevant Issuer or the Guarantor, as the case may be, as provided and in the manner set forth in Section 5, whereupon the aforesaid trust shall terminate and all liability of the Fiscal and Paying Agent or any other paying agent of the relevant Issuer and the Guarantor to such Issuer and the Guarantor with respect to such moneys shall cease.

(c)        The Fiscal and Paying Agent may consult with counsel and any advice or written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion.

(d)        The Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor shall be protected and shall incur no liability for or in respect of any action taken or omitted to

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be taken or thing suffered by them in reliance upon any Note, coupon, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by them to be genuine and to have been presented or signed by the proper party or parties.

(e)        The Fiscal and Paying Agent or any paying agent of the relevant Issuer or the Guarantor may, in its individual capacity or any other capacity, become the owner of, or acquire any interest in, any Notes or other obligations of such Issuer or the Guarantor with the same rights that it would have if it were not the Fiscal and Paying Agent or such paying agent of such Issuer or the Guarantor, and may engage or be interested in any financial or other transaction with such Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of beneficial owners or holders of Notes or other obligations of such Issuer or the Guarantor as freely as if it were not the Fiscal and Paying Agent or such paying agent of such Issuer or the Guarantor.

(f)        Neither the Fiscal and Paying Agent nor any other paying agent of the relevant Issuer or the Guarantor shall be under any liability for interest on any moneys received by it pursuant to any of the provisions of this Agreement or the Notes.

(g)        The recitals contained herein and in the Notes (except in the Fiscal and Paying Agent�s certificate of authentication) shall be taken as the statements of the relevant Issuer and the Guarantor, and the Fiscal and Paying Agent assumes no responsibility for the correctness of the same. The Fiscal and Paying Agent does not make any representation as to the validity or sufficiency of this Agreement or the Notes. Neither the Fiscal and Paying Agent nor any paying agent of the relevant Issuer and the Guarantor shall be accountable for the use or application by such Issuer of any of the Notes or the proceeds thereof.

(h)        The Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth (including Appendix 1 (New Global Note Provisions) and Appendix 2 (New Safekeeping Structure Provisions) in the case of the Fiscal and Paying Agent), and no implied duties or obligations shall be read into this Agreement or the Notes against the Fiscal and Paying Agent or any such paying agent. Each paying agent of the relevant Issuer (other than the Fiscal and Paying Agent) agrees that if any information that is required by the paying agent to perform the duties set out in Appendix 1 (New Global Note Provisions) or Appendix 2 (New Safekeeping Structure Provisions) becomes known to it, it will promptly provide such information to the Fiscal and Paying Agent. The Fiscal and Paying Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.

(i)        Unless otherwise specifically provided herein or in the Notes, any order, certificate, notice, request, direction or other communication from the relevant Issuer or the Guarantor made or given under any provision of this Agreement shall be sufficient if signed by the President, the Chief Executive Officer, any Senior Vice President or Vice President, the Secretary or any Assistant Secretary or any duly authorized attorney-in-fact of the relevant Issuer or the Guarantor, as the case may be.

(j)        The Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor shall be obligated to collect IRS Form W-8BEN or other applicable form required by the United States Internal Revenue code of 1986, as amended.

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  12.        Maintenance and Resignation of Fiscal and Paying Agent.

(a)        The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor agree, for the benefit of the beneficial owners from time to time of the Notes, that, until all of the Notes and coupons are no longer outstanding or until moneys for the payment of all of the principal of, premium and interest on all outstanding Notes (and Additional Amounts, if any) shall have been made available at the principal office of the Fiscal and Paying Agent, and shall have been returned to the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor as provided in Section 11(b), whichever occurs earlier, there shall at all times be a Fiscal and Paying Agent hereunder. The Fiscal and Paying Agent shall at all times maintain a place of business in, or in lieu thereof ma intain an agent for service of process located in, London, England.

(b)        Each Issuer and the Guarantor further agrees that (i) so long as any Notes are listed and/or admitted to trading on or by a stock exchange, competent authority and/or market, there will at all times be a Paying Agent (or the Fiscal and Paying Agent) having a specified office in each location required by the relevant rules of such stock exchange, competent authority and/or market; (ii) there will at all times be a Paying Agent (or the Fiscal and Paying Agent) with a specified office in a city in a member state of the European Union; and (iii) they will ensure that to the extent practicable it maintains a Paying Agent (or the Fiscal and Paying Agent) in a Member State of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to European Council Directiv e 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

(c)        The Fiscal and Paying Agent may at any time resign by giving written notice of its resignation mailed to the relevant Issuer and the Guarantor specifying the date on which its resignation shall become effective; provided that such date shall be at least 90 days after the date on which such notice is given unless such Issuer and the Guarantor agree to accept less notice. Upon receiving such notice of resignation, the relevant Issuer and the Guarantor shall promptly appoint a successor fiscal and paying agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of such Issuer and the Guarantor, one copy of which shall be delivered to the resigning Fiscal and Paying Agent and one copy to the successor fiscal and paying agent. Such resignation shall become effective upon the earlier of (i) the effecti ve date of such resignation or (ii) the acceptance of appointment by the successor fiscal and paying agent as provided in subsection (c). The relevant Issuer and the Guarantor may, at any time and for any reason, and shall, upon any event set forth in the next succeeding sentence, remove the Fiscal and Paying Agent and appoint a successor fiscal and paying agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of such Issuer and the Guarantor, one copy of which shall be delivered to the Fiscal and Paying Agent being removed and one copy to the successor fiscal and paying agent. The Fiscal and Paying Agent shall be removed as aforesaid if it shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Fiscal and Paying Agent or of its property shall be appointed, or any public officer shall take charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any removal of the Fiscal an d Paying Agent and any appointment of a successor fiscal and paying agent shall become effective upon acceptance of appointment by the successor fiscal and paying agent as provided in subsection (c). Upon its resignation or removal, the Fiscal and Paying Agent shall be entitled to the payment by the relevant Issuer or the Guarantor of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder (including any resignation expenses of the Fiscal and Paying Agent and fees and expenses of counsel).

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  (d)        Any successor fiscal and paying agent appointed as provided in subsection (b) shall execute and deliver to its predecessor and to the relevant Issuer and the Guarantor an instrument accepting such appointment hereunder, and thereupon such successor fiscal and paying agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Fiscal and Paying Agent hereunder, and such predecessor, upon payment of its compensation and out-of-pocket expenses then unpaid, shall pay over to such successor agent all moneys or other property at the time held by it hereunder.

  (e)        Any corporation or bank into which the Fiscal and Paying Agent may be merged or converted, or with which the Fiscal and Paying Agent may be consolidated, or any corporation or bank resulting from any merger, conversion, banking business transfer or consolidation to which the Fiscal and Paying Agent shall be a party, or any corporation or bank succeeding to the fiscal agency business of the Fiscal and Paying Agent shall be the successor to the Fiscal and Paying Agent hereunder (provided that such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further act on the part of any of the parties hereto.

13.        Paying Agency.   Each Issuer and the Guarantor shall cause each Paying Agent appointed by such Issuer and the Guarantor to execute and deliver to the Fiscal and Paying Agent an instrument in which such agent shall agree with the Fiscal and Paying Agent, subject to the provisions of this Section,

    (1)    that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on such Notes (whether such sums have been paid to it by the Issuer or the Guarantor or by any other obligor on such Notes) in trust for the benefit of the holders of such Notes, or the coupons appertaining thereto, if any;

    (2)    that it will give the Fiscal and Paying Agent notice of any failure by any such Issuer or the Guarantor (or by any other obligor on such Notes) to make any payment of the principal of, premium, if any, or interest, if any, on such Notes when the same shall be due and payable; and

    (3)    that at any time during the continuance of any failure by any such Issuer or the Guarantor (or by any other obligor on such Notes) specified in the preceding paragraph (2), such paying agent will, upon the written request of the Fiscal and Paying Agent, forthwith pay to the Fiscal and Paying Agent all sums so held in trust by it.

The Fiscal and Paying Agent shall arrange with all such paying agencies for the payment, from funds furnished by each Issuer and the Guarantor to the Fiscal and Paying Agent pursuant to this Agreement, of the principal of, premium and interest on the Notes (and Additional Amounts, if any, with respect to the Notes).

  14.        Merger, Consolidation, Sale or Conveyance.

(a)        Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant that they will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of their respective assets to any corporation, unless (i) either such Issuer or the Guarantor, as the case may be, shall be the continuing corporation, or the successor corporation (if other than such Issuer or the Guarantor) shall be (a) with respect to GE Capital, a corporation organized and existing under the laws of the United States of America or a state thereof, (b)

36

with respect to GE Capital Australia Funding, a corporation incorporated under the laws of Australia or any political subdivision thereof, (c) with respect to GE Capital Canada Funding, a corporation incorporated under the laws of Canada or any province of territory thereof, (d) with respect to any Irish Issuer, a company incorporated under the Companies Acts of Ireland, 1963-2009 and (e) with respect to each Additional Issuer, a corporation incorporated under the laws of the country of incorporation or organization of such Issuer, and in each case such successor corporation shall expressly assume the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Notes and coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement, the Notes and the G uarantee to be performed by such Issuer or the Guarantor, as the case may be, executed and delivered to the Fiscal and Paying Agent by such corporation, and (ii) such Issuer or the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenants or conditions.

  (b)        In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or other disposition, and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the relevant Issuer or the Guarantor, as the case may be, with the same effect as if it had been named herein as such Issuer or the Guarantor, and such Issuer or the Guarantor shall be relieved of any further obligation under this Agreement and under the Notes and coupons, if any, and may be dissolved, wound up and liquidated at any time thereafter. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the relevant Issuer or the Guarantor, as the case may be, any or all of the Notes issuable hereunder together with any coupons appertaining thereto which theretofore shall not have been signed by such Issuer or the Guarantor and delivered to the Fiscal and Paying Agent; and, upon the order of such successor corporation, instead of such Issuer or the Guarantor and subject to all the terms, conditions and limitations in this Agreement prescribed, the Fiscal and Paying Agent shall authenticate and shall deliver any Notes together with any coupons appertaining thereto which previously shall have been signed and delivered to the Fiscal and Paying Agent for that purpose. All Notes appertaining thereto shall in all respects have the same legal rank and benefit under this Agreement as the Notes theretofore or thereafter issued in accordance with the terms of this Agreement as though all or such Notes had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes and coupons thereafter to be issued as may be appropriate.

  15.        Meetings of Holders of the Notes.

(a)        Each Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor may at any time call a meeting of the holders of the Notes of any or all Series, such meeting to be held at such time and at such place as such Issuer or the Guarantor shall determine, for the purpose of obtaining a waiver of or an amendment to any provision of this Agreement or the Notes of any Series (to the extent permitted in Section 18 hereof). For purposes of this Section, �holders of a global Bearer Note� shall be those persons shown on the records of Euroclear, Clearstream, Luxembourg, or another clearance system in which such Notes are held, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts on the date on which notice of the meetin g is given. Notice of any meeting of Noteholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be (i) if any Bearer Notes of a Series

37

affected are then outstanding, published prior to the date fixed for the meeting at least once a week for three successive weeks in one leading English language daily newspaper with general circulation in London, England, or, if publication in London is not practical, elsewhere in Western Europe and (ii) if any Registered Notes of a Series affected are then outstanding, mailed to the holders of then outstanding Registered Notes of each Series affected at their addresses as they shall appear on the books of the Registrar. The first publication or mailing of notice, in the case of Registered Notes, shall be made not less than 20 nor more than 180 days prior to the date fixed for such meeting. Such publication is expected to be made in the Financial Times. Notice of any meeting of holders of Bearer Notes that have been listed and/or admitted to trading on any stock exchange, competent author ity and/or market shall be published in accordance with the applicable rules and regulations promulgated by such exchange, competent authority and/or market. To be entitled to vote at any meeting of holders of Notes a person shall be (i) a holder of one of more Notes of the relevant Series with respect to which such meeting is being held or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more such Notes. The only persons who shall be entitled to be present or to speak at any meeting of the holders of the Notes of any Series shall be the persons entitled to vote at such meeting and their counsel and any representatives of the relevant Issuer, the Guarantor and their counsel.

(b)        The persons entitled to vote a majority in principal amount of the Notes of the relevant Series at the time outstanding shall constitute a quorum for the purpose of obtaining any such waiver or amendment. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall be adjourned for a period of not less than 10 calendar days as determined by the chairman of the meeting. In the absence of a quorum within 30 minutes of the time appointed for any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 calendar days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting sh all be given as provided above except that such notice need be published only once, but must be mailed or published not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for lack of a quorum, the persons entitled to vote 25% in principal amount of the Notes of the relevant Series at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes of the relevant Series which shall constitute a quorum.

(c)        At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution with respect to such waiver or amendment shall be effectively passed and decided if passed and decided by the favorable vote of persons entitled to vote the lesser of (i) a majority in the principal amount of the Notes of the relevant Series then outstanding or (ii) 75% in principal amount of such Notes represented and voting at the meeting. Any Noteholder who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Noteholder shall be considered as present and voting only with respect to the matters covered by such instrument in writing (which may include authorization to vot e on any other matters as may come before the meeting). Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Section shall be conclusive and binding on all the Noteholders of the relevant Series whether or not present or represented at the meeting.

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(d)        The holding of definitive Bearer Notes of the relevant Series for purposes of this Section shall be proved by the production of such Notes or by a certificate executed by any trust company, bank, banker or recognized securities dealer satisfactory to the relevant Issuer and the Guarantor, wherever situated, if such certificate shall be deemed by such Issuer and the Guarantor to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Note of the relevant Series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more such Bearer Notes specified therein. The holding of an interest in any global Bearer Note o f the relevant Series shall be proved by a certificate of Euroclear, Clearstream, Luxembourg or another clearance system in which such Notes are held, as the case may be. The holding by the person named in any such certificate of any such Bearer Note or interest in a global Bearer Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the same Bearer Note or interest in a global Bearer Note shall be produced, (ii) such Bearer Note specified in such certificate shall be produced by some other person or (iii) such Bearer Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or New York Stock Exchange member firm satisfactory to the relevant Is suer and the Guarantor.

(e)        Each Issuer and the Guarantor shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Notes of the relevant Series represented at the meeting. At any meeting each Noteholder of the relevant Series or proxy shall be entitled to one vote for each $1,000 (or the equivalent thereof in any foreign or composite currency) of principal amount (in the case of Original Issue Discount Notes of the relevant Series, such principal amount thereof that would be due and payable as of the date of such meeting upon a declaration of acceleration of the maturity thereof pursuant to Section 8) of such Notes held or represented by such Noteholder or proxy; provided, however, that no vote shall be cast or co unted at any meeting in respect of any Note of the relevant Series challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a Noteholder or proxy. Any meeting of Noteholders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

(f)        The vote upon any resolution submitted to any meeting of Noteholders shall be by written ballot on which shall be subscribed the signatures of such Noteholders or proxies and on which shall be inscribed the principal amount (in the case of Original Issue Discount Notes of the relevant Series, such principal amount thereof that would be due and payable as of the date of such vote upon a declaration of acceleration of the maturity thereof pursuant to Section 8) and the identifying number or numbers of the Notes of such Series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes ca st at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record will show the principal amount of the Notes (in the case of Original Issue Discount Notes, such principal amount thereof that would be due and payable as of the date

39

of such vote upon a declaration of acceleration of the maturity thereof pursuant to Section 8) voting in favor of or against any resolution. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the relevant Issuer or the Guarantor and the other to the Fiscal and Paying Agent to be preserved by the Fiscal and Paying Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

  16.        Consent of Holders.

(a)        Any authorization, direction, notice, consent, waiver, amendment or other action provided by the provisions of this Agreement or the Notes of any Series to be given or taken by holders (which term as used in this Section shall mean with respect to any global Bearer Note those persons shown on the records of Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts) of Notes of such Series may be embodied in and evidenced by one or more instruments of substantially similar tenor, listing the serial number of the Note or Notes of such Series in respect of which each such instrument is submitted, signed by the requisite number of such holders in person or by their agent duly appointed in writing ; and, except as herein or therein expressly provided, any such instrument shall become irrevocable when delivered, and such action shall become effective when such instrument signed by such holders is delivered to the Fiscal and Paying Agent or other paying agency of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Proof of execution of any such instrument or of a writing appointing any such agent by the holder of any such Note shall be sufficient for any such purpose of this Agreement or such Notes and conclusive in favor of (i) the Fiscal and Paying Agent or other paying agency of such Issuer and the Guarantor and (ii) such Issuer and the Guarantor if made in the manner provided in this Section.

(b)        The fact and date of execution of any such instrument and the fact that any person is the holder of the Note or Notes of any Series of which the serial numbers are listed in such instrument may be proved by the certificate of a financial institution of recognized standing to such effect, or in any other manner which the relevant Issuer and the Guarantor deem sufficient.

(c)        Any authorization, direction, notice, consent, waiver or other action by the holder of any Note shall bind every future holder of such Note in respect of anything done, omitted or suffered to be done in reliance thereon, whether or not notation of such action is made upon such Note.

  17.        Stamp Taxes.   The relevant Issuer or the Guarantor will pay all stamp or other documentary taxes or duties, if any, to which the execution or delivery of this Agreement or the issuance of the Notes of any Series or any coupons appertaining thereto may be subject.

  18.        Modifications and Amendments.

(a)        This Agreement may be amended by the parties hereto, without the consent of the holder (which term as used in this Section shall mean with respect to any global Bearer Note those persons shown on the records of Euroclear, Clearstream, Luxembourg or another clearance system, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts) of any Note, for the purposes of (i) providing for the issuance of Notes pursuant to Section 2 hereof; (ii) curing any ambiguity or correcting or supplementing any provision contained herein which may be defective or inconsistent with any other provision contained herein; (iii) adding to the covenants

40

of the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for the protection of the holders of all or any Series of the Notes; (iv) effecting any assumption of the relevant Issuer�s or the Guarantor�s obligations hereunder and under the Notes or the Guarantee by a successor corporation pursuant to Section 14(a) of this Agreement; (v) evidencing and providing for the acceptance of appointment hereunder by a successor Fiscal and Paying Agent with respect to the Notes of one or more Series; or (vi) amending this Agreement in any other manner which the parties may mutually deem necessary or desirable and which shall not adversely affect the interests of the holders of the Notes of any Series outstanding on the date of such amendment. Nothing in this Agreement prevents the Issuers, the Guarantor and the Fiscal and Payi ng Agent from amending this Agreement in such a manner as to only have a prospective effect on Notes issued on or after the date of such amendment.

(b)        Modifications and amendments to this Agreement or the Notes of any Series or the Guarantee may also be made, and future compliance therewith or past Event of Default by the relevant Issuer or the Guarantor may be waived, by holders of not less than a majority in aggregate principal amount of the Notes of such Series (or, in each case, such lesser amount as shall have acted at a meeting of holders of such Notes, pursuant to Section 15 of this Agreement); provided, however, that no such modification or amendment to this Agreement or the Notes may, without the consent of the holders of each such Note of such Series affected thereby, (i) change the stated maturity of the principal of any such Note of such Series or extend the time for payment of interest thereon; (ii) change the amount of the principal of an Origin al Issue Discount Note of such Series that would be due and payable upon an acceleration of the maturity thereof; (iii) reduce the amount of interest payable thereon or the amount payable thereon in the event of redemption or acceleration; (iv) change the currency of payment of principal of or any other amounts payable on any such Note; (v) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note or the Guarantee; (vi) reduce the above-stated percentage of the principal amount of Notes of such Series the consent of whose holders is necessary to modify or amend this Agreement or the Notes of such Series or reduce the percentage of Note of such Series required for the taking of action or the quorum required at any such meeting of holders of Notes of such Series; or (vii) modify the foregoing requirements to reduce the percentage of outstanding Notes of such Series necessary to waive any future compliance or past default.

(c)        Any such modification or amendments will be conclusive and binding on all holders of Notes of the relevant Series and on all future holders of such Notes, whether or not they have consented to such modifications or amendments and whether or not notation of such modifications or amendments is made upon the Notes of such Series.

  19.        Accession of Additional Issuers.   Each of the Issuers, the Guarantor and the Fiscal and Paying Agent acknowledge and agree that one or more additional Issuers (each, an �Additional Issuer�) may from time to time accede to this Agreement upon the terms and conditions set forth below. On and after the Accession Date (as defined below) with respect to an Additional Issuer, such Additional Issuer shall be bound by the terms of this Agreement and shall be entitled to all rights and benefits, and subject to all duties and obligations, of an Issuer hereunder.

(a)        Requirements as to Additional Issuers. Each Additional Issuer shall (i) be a Subsidiary (as hereinafter defined) of GE Capital and (ii) only issue Notes which are unconditionally and irrevocably guaranteed by GE Capital. As used herein, �Subsidiary� shall have the meaning as set forth in Rule 1-02(x) of Regulation S-X under the U.S. Securities Act of 1933, as amended.

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(b)        Conditions Precedent to Accession. On or prior to the date on which an Additional Issuer shall accede as a party to this Agreement (the �Accession Date�), each of the following conditions precedents must be fulfilled:

(i) such Additional Issuer, the Guarantor and the Fiscal and Paying Agent shall have executed and delivered an Issuer Accession Letter, substantially in the form attached hereto as Exhibit E (each, an �Issuer Accession Letter�), together with the attachments described therein;

(ii) such Additional Issuer and the Guarantor shall certify to the Fiscal and Paying Agent the form of Notes to be executed and authenticated from time to time for each Series of Notes issued by such Additional Issuer as provided in Section 2(b) hereof, including the form of the Guarantee to appear thereon which shall be substantially in the form of Exhibit D-1 hereto, modified as appropriate to refer to such Additional Issuer;

(iii) such Additional Issuer shall confirm that the Notes are being issued pursuant to authority granted by its Board of Directors or similar governing body, including any duly authorized committee thereof, and certify the persons who are Issuer Authorized Representatives of such Additional Issuer as provided in Section 3(a) hereof; and

(iv) such Additional Issuer shall confirm that it has sent to each Agent under the Distribution Agreement an Issuer Accession Notice (as defined in the Distribution Agreement) and provide a copy of such Issuer Accession Notice to the Fiscal and Paying Agent together with such attachments as are described therein.

             20.         Notices to Parties.   All notices hereunder to the parties hereto shall be deemed to have been given when sent by certified or registered mail, postage prepaid, or by facsimile transmission, addressed to any party hereto as follows:

GE Capital:
General Electric Capital Corporation
	201 High Ridge Road
	Stamford, Connecticut 06927 U.S.A.
	Attention:	Senior Vice President-Corporate Treasury
		and Global Funding Operation
	Facsimile:	+ 1 203 585 1191
	Telephone:	+ 1 203 357 6199
GE Capital Australia Funding:
	GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467) 572 Swan Street Richmond, Victoria 3121 Australia
	Attention:	Vice President

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	Facsimile:	+61 2 8249 3582
	Telephone:	+61 2 8249 3788
	in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 20;
GE Capital Canada Funding:
	GE Capital Canada Funding Company
	c/o General Electric Capital Canada Inc.
	2300 Meadowvale Boulevard
	Missisauga, Ontario
	Canada L5N 5P9
	Attention:	General Counsel
	Facsimile:	+1 905 858 5710
	Telephone:	+1 905 858 5243
	in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 20;
GE Capital European Funding: GE Capital UK Funding:
	WIL House
	Shannon Business Park
	Shannon, Co. Clare
	Ireland
	Attention:	Company Secretary
	Facsimile:	+353 61 362 010
	Telephone:	+353 61 362 322
	in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 20;
Fiscal and Paying Agent:
	The Bank of New York Mellon One Canada Square London E14 5AL United Kingdom Attention: Corporate Trust Services Facsimile: +44 20 7964 2536 Telephone: +44 20 7964 7031/4288/5683 Email: corpsovamericas@bnymellon.com

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Registrar and Transfer Agent:

The Bank of New York Mellon (Luxembourg) S.A.

Aerogolf Center

1A, Hoehenhof

L-1736 Senningerberg

Luxembourg

Attention: Corporate Trust Services

Facsimile: +352 34 20 90 6035

Telephone: +352 34 20 90 5630

Email: LUXMB-CT_New_Issues@bnymellon.com

or at any other address of which either of the foregoing shall have notified the other in writing.

Any notice, direction, request or demand by any holder of Notes or coupons to or upon the Fiscal and Paying Agent shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the principal London office of the Fiscal and Paying Agent, addressed to the attention of its corporate trust office.

21.        Notices to and by Holders of the Notes.  Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will give notice promptly to the holders of the Notes of the termination of appointment of any paying agent of such Issuer and the Guarantor. Such notice shall be published in one leading English language daily newspaper with general circulation in London, England, or, if publication in London is not practical, elsewhere in Western Europe. Such publication is expected to be made in the Financial Times. Notice of termination of appointment of any paying agent to the holders of Notes that have been listed or admitted to trading on any stock exchange, competent authority and/or market shall be published in accordance with the applicable rules and regulations promulgated by such exchange, competent authority and/or market. Any notice to the holders of Notes by publication shall be deemed to have been given on the date of such publication, or if published in newspapers on different dates, on the date of the first such publication.

So long as no definitive Notes are in issue in respect of a particular Series, there may, so long as the global Note(s) for such Series is or are held in its or their entirety on behalf of Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, and the Notes for such Series are not listed and/or admitted to trading on a stock exchange, competent authority and/or market (or, if so listed or admitted to trading, for so long as the relevant stock exchange, competent authority and/or market so permits), be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear, Clearstream, Luxembourg and/or such other clearance system for communication by them to the holders of the Notes. Any such notice shall be deemed to have been given to the holders of the Notes on the seventh day after the day on which the said notice was given to Euroclear, Clearstream, Luxembourg and/or such other clearance system.

Notices to be given by a Noteholder shall be in writing and given by lodging the same, together with the relative Note or Notes, with the Agent. Whilst any Notes are represented by a global Note, such notice may be given by a Noteholder to the Fiscal and Paying Agent via Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, in such manner as the Agent and Euroclear, Clearstream, Luxembourg and/or such other clearance system may approve for this purpose.

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22.        Business Day.  For the purposes of this Agreement, �Business Day� shall mean, unless otherwise specified in the form of Notes certified to the Fiscal and Paying Agent pursuant to Section 2(b) hereof or contained in the Corporate Order delivered pursuant to Section 2(c) hereof with respect to a particular Series of Notes, any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in (i) the principal financial center of the country in which the relevant Issuer is incorporated, (ii) the principal financial center of the country of the currency in which the Notes are denominated, (iii) London, England, and (iv) any add itional financial center specified in the applicable Final Terms or Securities Note (as the case my be); provided, however, that with respect to Notes denominated in Euro, such day is a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open. For purposes of this definition, the principal financial center of the United States is New York, the principal financial center of Australia is Sydney and Melbourne and the principal financial center of Canada is Toronto, Ontario.

23.        Central Bank Reporting Requirements.  In addition to its other duties set forth in this Agreement, the Fiscal and Paying Agent is hereby designated as the relevant Issuer�s and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor�s agent for the purpose of complying with notification, reporting or other applicable requirements of the various central banks or similar monetary authorities regulating Notes issued in Specified Currencies other than U.S. dollars. Without limiting the generality of the foregoing, at the date hereof such duties shall include the information reporting requirements of the Bank of England with respect to any Series of Notes where the Specified Currency is Pounds Sterling.

24.        Governing Law.  THIS AGREEMENT, THE NOTES AND ANY COUPONS APPERTAINING THERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, U.S.A.

25.        Consent to Service.  Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor has designated the Senior Vice President-Corporate Treasury and Global Funding Operation of each Issuer and the Guarantor as authorized agent for service of process in any legal action or proceeding arising out of or relating this Agreement, the Notes or the Guarantees brought in any federal or state court in the Borough of Manhattan, the 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.

26.        Counterparts.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts shall together constitute but one and the same instrument.

27.        Inspection of Agreement.  A copy of this Agreement shall be made available by the Fiscal and Paying Agent for inspection at all reasonable times at its office as stated in Section 20 and at the offices of the paying agents specified in the Notes.

28.        Descriptive Headings.    The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions of this Agreement.

29.        Provisions Binding on Successors.  All the covenants, stipulations, promises and agreements in this Agreement contained by the relevant Issuer and (in the case of Notes issued by an

45

Issuer other than GE Capital) the Guarantor shall bind its successors and assigns whether so expressed or not.

30.        Official Acts by Successor Corporation.  Any act or proceeding by any provision of this Agreement authorized or required to be done or performed by any board, committee or officer of the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of such Issuer or the Guarantor.

31.        Severability.  In case any provision in this Agreement or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the parties hereto, including GE Capital in its capacity both as Issuer and as Guarantor of Notes to be issued by Issuers other than GE Capital, have caused this Ninth Amended and Restated Fiscal and Paying Agency Agreement to be duly executed as of the day and year first above written.

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Kathryn A. Cassidy
Name:	Kathryn A. Cassidy
Title:	Senior Vice President - Corporate Treasury and Global Funding Operation
GE CAPITAL AUSTRALIA FUNDING PTY. LTD
By:	/s/ Kathryn A. Cassidy
Name:	Kathryn A. Cassidy
Title:	Authorized Signatory
GE CAPITAL CANADA FUNDING COMPANY
By:	/s/ Dennis R. Sweeney
Name:	Dennis R. Sweeney
Title:	Vice President
GE CAPITAL EUROPEAN FUNDING.
By:	/s/ Columba Glavin
Name:	Columba Glavin
Title:	Director
GE CAPITAL UK FUNDING
By:	/s/ Columba Glavin
Name:	Columba Glavin
Title:	Director
THE BANK OF NEW YORK MELLON as Fiscal and Paying Agent
By:	/s/ Michael Lee
Name:	Michael Lee
Title:	Senior Associate

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THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
as Registrar and Transfer Agent
By:	/s/ Michael Lee
Name:	Michael Lee
Title:	Authorized Signatory

48

APPENDIX 1

NEW GLOBAL NOTE PROVISIONS

In relation to each Series of Notes that are NGNs, the Fiscal and Paying Agent will comply with the following provisions:

1. The Fiscal and Paying Agent will inform each of Euroclear and Clearstream, Luxembourg (the �ICSDs�), through the common service provider appointed by the ICSDs to service the Notes (the �CSP�), of the initial issue outstanding amount (�IOA�) for each Tranche on or prior to the relevant original issue date.

2. If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers� interest in the Notes, the Fiscal and Paying Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the Notes remains at all times accurate.

3. The Fiscal and Paying Agent will regularly reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.

4. The Fiscal and Paying Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.

5. The Fiscal and Paying Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

6. The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

7. The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

8. The Fiscal and Paying Agent will promptly pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

9. The Fiscal and Paying Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any payment or delivery due under the Notes when due.

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APPENDIX 2

NEW SAFEKEEPING STRUCTURE PROVISIONS

In relation to each Series of Notes that are issued under the NSS, the Fiscal and Paying Agent will comply with the following provisions:

1. The Fiscal and Paying Agent will inform each of Euroclear and Clearstream, Luxembourg (the �ICSDs�), through the common service provider appointed by the ICSDs to service the Notes (the �CSP�), of the initial issue outstanding amount (�IOA�) for each Tranche on or prior to the relevant original issue date.

2. If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers� interest in the Notes, the Fiscal and Paying Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the Notes remains at all times accurate.

3. The Fiscal and Paying Agent will regularly reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.

4. The Fiscal and Paying Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.

5. The Fiscal and Paying Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

6. The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

7. The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

8. The Fiscal and Paying Agent will promptly pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

9. The Fiscal and Paying Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any payment or delivery due under the Notes when due.

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EXHIBIT A

GENERAL ELECTRIC CAPITAL CORPORATION

AND AFFILIATES

EURO MEDIUM-TERM NOTES AND OTHER DEBT SECURITIES

ADMINISTRATIVE PROCEDURES

April 6, 2010

Reference is made to Section 2(c) of the Eleventh Amended and Restated Euro Medium-Term Note Distribution Agreement, dated April 6, 2010 (as the same may be further amended or supplemented from time to time, the �Distribution Agreement�) pursuant to which Euro Medium-Term Notes and other debt securities (the �Notes�) are to be offered on a continuous basis by General Electric Capital Corporation (�GE Capital�), and each of the other Issuers named therein or made a party thereto from time to time (together with GE Capital, each an �Issuer�). Notes issued by each Issuer other than GE Capital will be unconditio nally and irrevocably guaranteed by GE Capital (the �Guarantor�). Each of the Dealers named in the Distribution Agreement (each a �Dealer�) has agreed to use it best efforts to solicit offers to purchase the Notes. Each Dealer, as principal, may also purchase Notes for its own account and if it does so, the relevant Issuer, the Guarantor and such Dealer will enter into a terms agreement, as contemplated by the Distribution Agreement. Each Issuer and the Guarantor has reserved the right in the Distribution Agreement from time to time to appoint one or more additional persons either to solicit purchases of Notes from the relevant Issuer by others or to purchase Notes directly from the relevant Issuer as principal for resale to others, and any reference herein to �Dealer� shall include each such additiona l persons.

The Notes will be issued under a Ninth Amended and Restated Fiscal and Paying Agency Agreement dated as of April 6, 2010, among each Issuer (including GE Capital in its capacity as Guarantor of Notes issued by an Issuer other than GE Capital), The Bank of New York Mellon, as fiscal agent (in such capacity, the �Fiscal Agent�) and principal paying agent (in such capacity, the �Principal Paying Agent�), The Bank of New York Mellon (Luxembourg) S.A., as initial registrar and transfer agent as further amended or supplemented from time to time (the �Fiscal Agency Agreement�). Unless otherwise specified with respect to a particular series of Notes, the Fiscal Agent will also act as the authenticating agent (the �Authenticating Agent�) for the Notes. The Bank of New York Mellon (Luxembourg) S.A. will be the Registrar for the Registered Notes (as defined below) and will also perform the duties specified herein and in the Fiscal Agency Agreement. The Bank of New York Mellon will also act as Calculation Agent with respect to the Notes unless a different Calculation Agent is appointed by an Issuer or the Guarantor with respect to a specific series of Notes. If the relevant Issuer issues any Notes denominated in Hong Kong dollars, the Principal Paying Agent will act through one of its branches or agencies located outside of Hong Kong and will request of Euroclear and Clearstream, Luxembourg (each as defined below) that the common depositary or, as the case may be, the common safekeeper, act through an office outside of Hong Kong, or as may otherwise be req uired by applicable laws or regulations.

Series of Notes may be issued that will not be listed on any stock exchange. As used herein, the term �series of Notes� shall refer to all Notes having identical terms but for

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authentication date and public offering price, and the term �tranche of Notes� shall refer to all Notes having identical terms, including authentication date and public offering price.

Notes will bear interest at a fixed rate per annum (the �Fixed Rate Notes�), which may be zero in the case of certain original issue discount notes (the �OID Notes�), or at floating rates per annum (the �Floating Rate Notes�). Notes may be denominated in any currency, subject to any applicable laws and regulations (the �Specified Currency�). Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be) (each as defined below), the Notes of each tranche will be in bearer form (�Bearer Notes�) and wi ll initially be represented by one or more temporary global Notes (each, a �Temporary Global Note�), without interest coupons attached, and will (i) if the Global Note (as defined below) is intended to be issued in new global note (�NGN�) form, as stated in the applicable Final Terms or Securities Note (as the case may be), be delivered on or prior to the original issue date of the tranche of Notes to a common safekeeper (the �Common Safekeeper�) for Euroclear Bank S.A./N.V., as operator of the Euroclear System (�Euroclear�) and Cleamstream Banking, Soci�t� anonyme (�Clearstream, Luxembourg�); and (ii) if the Global Note is to be issued in c lassic global note (�CGN�) form, be delivered to a common depositary located outside the United States (the �Common Depositary�) for Euroclear and Clearstream, Luxembourg and subsequently by a permanent global Note (each, a �Permanent Global Note�) and/or one or more definitive Bearer Notes (each, a �Definitive Bearer Note�), with coupons, if any, attached.

If specified in the applicable Final Terms or Securities Note (as the case may be), Notes may also be issued in fully registered form (�Registered Notes�). If any Registered Note is issued in global form (each, a �Global Registered Note�), then: (i) if such Global Registered Note is intended to be issued under the new safekeeping structure (�NSS�) being implemented by Euroclear and Clearstream on or after July 1, 2010, then such Notes will be registered in the name of a nominee for Euroclear and Clearstream acting as the Common Safekeeper; and (ii) if such Global Registered Note is not intended to be issued under the NSS but instead will be registered in the name of a nominee for the Common Depositary for Euroclear and Clearstream under the classic safekeeping structure (�CSS�), then such Notes will continue to be issued in such manner without the use of a Common Safekeeper under the NSS.

As used in this Agreement, the term �Note� includes any Temporary Global Note, Permanent Global Note, Global Registered Note or Definitive Note issued pursuant to the Fiscal Agency Agreement and �Global Note� means (i) in the case of Registered Notes, a Global Registered Note and (ii) in the case of Bearer Notes, a Temporary Global Note or a Permanent Global Note.

References to �Bearer Notes� shall, except where otherwise indicated, include interests in a Temporary Global Note or Permanent Global Note as well as Definitive Bearer Notes and any coupons attached thereto. If so specified in the applicable Final Terms or Securities Note (as the case may be), a tranche or series of Notes may also be held in alternative clearance systems.

The Notes may be described in an Offering Document prepared by each Issuer (including GE Capital in its capacity as Guarantor of Notes issued by an Issuer other than GE Capital), which may be amended from time to time (the �Offering Document�). The terms of each tranche of Notes issued under the Fiscal Agency Agreement will be described in either:

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(i) a supplement to the Base Prospectus (each such supplement hereinafter referred to as the �Final Terms�). The term �Prospectus� is used herein

(ii) to describe the Base Prospectus together with the applicable Final Terms unless the context otherwise requires; or

(iii) a supplement to the Registration Document (each supplement hereinafter referred to as the �Securities Note�). The term �Registration Document� is used herein to describe the Registration Document together with the applicable Securities Note unless the context otherwise requires.

In case of any conflict between these Administrative Procedures and either the Distribution Agreement or the Fiscal Agency Agreement, the terms of the Distribution Agreement or the Fiscal Agency Agreement, respectively, shall govern. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Distribution Agreement or in the Fiscal Agency Agreement.

ADMINISTRATIVE PROCEDURES

Issuance: Bearer Notes.     Each Bearer Note in global form which is intended to be issued in CGN form will be dated and issued as of the date of authentication by the Fiscal Agent. Each Bearer Note in global form which is intended to be issued in NGN form and is intended to be Eurosystem-eligible collateral (a �Eurosystem-eligible NGN�) will be dated and issued as of the date of both authentication by the Fiscal Agent and effectuation by the Common Safekeeper. Each Note will bear an original issue date, which will be (i) with respect to a Temporary Global Note (or any portion thereof), the date of its original issue as specified in such Temporary Global Note or (ii) with respect to any Permanent Global Note or Definitive Bearer Note (or portion thereof) issued subsequently upon transfer or e xchange of a Bearer Note or in lieu of a destroyed, lost or stolen Bearer Note, the original issue date of the predecessor Bearer Note, regardless of the date of authentication (and effectuation, as applicable) of such subsequently issued Bearer Note.

Each Bearer Note (including any global Note) and interest coupon, if any, will bear the following legend:

�Any United States person who holds this obligation will be subject to limitations under the United States Income Tax laws, including the limitations provided for in sections 165(j) and 1287(a) of the Code.�

Each Bearer Note issued by an Irish Issuer with a maturity of less than one year shall carry the title �Commercial Paper�, include a statement to the effect that it is guaranteed and identify the Guarantor by name and bear the following legend:

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�This Note is issued in accordance with an exemption granted by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Regulatory Authority of Ireland under section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted by section 31 of the Central Bank Act, 1989 of Ireland, as amended by section 70(d) of the Central Bank Act, 1997 of Ireland and as amended by Schedule 3 of Part 4 of the Central Bank and Financial Services Authority of Ireland Act, 2004. [Insert name of relevant Irish Issuer] is not regulated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Regulatory Authority of Ireland arising from the issue of Notes. An investment in Notes issued by [insert name of relevant Irish Issuer] with a maturity of less than one year does not have the status of a bank deposit and is not within the scope of the Deposit Protection Scheme operated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Regulatory Authority of Ireland.�

Registered Notes. Except as described below, each Registered Note will be dated and issued as of the date of its authentication by the Authenticating Agent. Each Registered Note will bear an original issue date, which will be (i) with respect to an original Registered Note (or any portion thereof), its original issuance date (which will be the settlement date), (ii) with respect to any Registered Note (or portion thereof) issued subsequently upon transfer or exchange of a Registered Note or in lieu of a destroyed, lost or stolen Registered Note, the original issuance date of the predecessor Registered Note, regardless of the date of authentication of such subsequently issued Registered Note and (iii) with respect to any Registered Note (or portion thereof) issued in exchange for an interest in a Permanent Global Note, the last date on which interest was paid on such Permanent Global Note or any predecessor Note.

Each Global Registered Note that is intended to be issued under the new safekeeping structure (�NSS�) being implemented by Euroclear and Clearstream on and after July 1, 2010 and is intended to be Eurosystem-eligible collateral (a �Eurosystem-eligible NSS�) will be: (i) dated and issued as of the date of both authentication by the Fiscal Agent and effectuation by the Common Safekeeper and (ii) registered in the name of a nominee for Euroclear and Clearstream acting as the Common Safekeeper. Each Global Registered Note that is not intended to be issued under the NSS but instead will be registered in the name of a nominee for the Common Depositary for Euroclear

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and Clearstream under the classic safekeeping structure (�CSS�), will continue to be issued in the manner prescribed in the preceding paragraph without the use of a Common Safekeeper under the NSS.

Each Registered Note issued by an Irish Issuer with a maturity of less than one year shall carry the title �Commercial Paper�, include a statement to the effect that it is guaranteed and identify the Guarantor by name and bear the following legend:

�This Note is issued in accordance with an exemption granted by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland under section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted by section 31 of the Central Bank Act, 1989 of Ireland, as amended by section 70(d) of the Central Bank Act, 1997 of Ireland and as amended by Schedule 3 of Part 4 of the Central Bank and Financial Services Authority of Ireland Act 2004. [Insert name of relevant Irish Issuer] is not regulated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland arising from the issue of Notes. An investment in Notes issued by [insert name of relevant Irish Issuer] with a maturity of less than one year does not have the status of a bank deposit and is not within the scope of the Deposit Protection Scheme operated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland.�

Registration: Registered Notes will be issued only in fully registered form without coupons.

Guarantee: Each Note issued by an Issuer other than GE Capital will have the Guarantee of the Guarantor endorsed thereon.

Transfers and

Exchanges: Bearer Notes. For so long as any of the Notes are represented by a global Note, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuers, the Fiscal Agent and any Paying Agent solely in the bearer of the relevant global Note in accordance with and subject to its terms. Transfers of interests in a Temporary or Permanent

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Global Note will be made by Euroclear or Clearstream, Luxembourg in accordance with its customary operating procedures. Title to definitive Bearer Notes and coupons will pass by physical delivery. The bearer of each coupon, whether or not attached to a definitive Bearer Note, shall be subject to and bound by all the provisions contained in the definitive Bearer Note to which such coupon relates. The bearer of any definitive Bearer Note and any coupon may, to the fullest extent permitted by applicable law, be treated at all times, by all persons and for all purposes as the absolute owner of such definitive Bearer Note or coupon, as the case may be, regardless of any notice of ownership, theft or loss or of any writing thereon. Bearer Notes may be exchanged, if so provided in the applicable Final Terms or Securities Note (as the case may be), for Registered Notes.

Registered Notes. A Registered Note may be presented for transfer or exchange at the corporate trust office of the Registrar or any Transfer Agent appointed under the Fiscal Agency Agreement. Registered Notes will be exchangeable for other Registered Notes having identical terms but different denominations without service charge. Registered Notes will not be exchangeable for Bearer Notes.

Maturities: Each Note will mature on a date from nine months or more from its date of issue; provided, however, Notes denominated in Specified Currencies other than US dollars may be subject to restrictions on maturities as provided for in the Distribution Agreement or as otherwise may be required by regulations of the applicable central bank or similar monetary authority of the country issuing the Specified Currency.

Specified Currency: The currency denomination with respect to any Note and the payment of interest and the repayment of principal with respect to any such Note shall be as set forth therein and in the applicable Final Terms or Securities Note (as the case may be).

Denominations: Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as indicated in the applicable Final Terms or Securities Note (as the case may be) provided always that (i) the minimum denomination of each Note will be such as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency; and (ii) Notes issued by an Irish Issuer will be subject to a minimum denomination of �1,000 (or the equivalent in another Specified Currency). Notes issued by the Irish Issuer with a maturity date of less than one year will be subject to a minimum denomination of �125,000 or its foreign currency equivalent.

Global Notes and Definitive

Bearer and Registered Notes: Bearer Notes. Until the 40th day following the date of issuance of any tranche of Bearer Notes or such other date as may be

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required to comply with the terms of Regulation S (�Regulation S�) under the U.S. Securities Act of 1933, as amended, as described in the Distribution Agreement (the �Exchange Date�), and until Final Certification (as defined below) in accordance with TEFRA D as described in the Distribution Agreement, such tranche of Bearer Notes will be represented by one or more Temporary Global Notes in bearer form without interest coupons. The relevant Issuer shall execute, and upon the instructions of the relevant Issuer the Authenticating Agent shall complete and authenticate, and with respect to a Eurosystem-eligible NGN the Authenticating Agent shall also instruct the Common Safekeeper to effectuate, such Temporary Global Note upon the same conditions and in substantially the same manner, and with the same effect, as an individual definitive Bearer Note. On or prior to the settlement date (which will normally be the original issue date) with respect to such Notes, the Authenticating Agent shall (i) with respect to a Temporary Global Note which is intended to be issued in NGN form, deposit the authenticated and effectuated Temporary Global Note with the Common Safekeeper and (ii) with respect to a Temporary Global Note which is intended to be issued in CGN form deposit the Temporary Global Note with the Common Depositary, in each case, in the manner specified below under �Settlement Procedures; Bearer Notes�. The interest of each beneficial owner of Bearer Notes represented by such Temporary Global Note will be credited to the appropriate account with Euroclear or Clearstream, Luxembourg, as specified below under �Interest � General; Bearer Notes�. < /div>

On or after the Exchange Date and provided that Final Certification (as described below) has occurred, the interest of the beneficial owners of the Notes represented by the Temporary Global Note shall be cancelled and such interests shall thereafter be represented by a Permanent Global Note or Definitive Bearer Notes or, if provided in the applicable Final Terms or Securities Note (as the case may be), by definitive Registered Notes. The interest of each beneficial owner of Bearer Notes represented by a Permanent Global Note will be credited to the appropriate account with Euroclear or Clearstream, Luxembourg.

The beneficial owner of an interest in a Permanent Global Note may, at any time, upon 30 days� written notice to the Fiscal Agent as provided in the Fiscal Agency Agreement given by such beneficial owner through either Euroclear or Clearstream, Luxembourg, as the case may be, exchange its beneficial interest in such Permanent Global Note for one or more Definitive Bearer Notes (or, if provided in the applicable Final Terms or Securities Note (as the case may be), a Registered Note) equal in aggregate principal amount to such beneficial interest. Upon receipt by the Fiscal Agent of an initial request to exchange an interest in a Permanent Global Note for a Definitive Bearer Note or Notes, all other interests in such Permanent Global Note shall, so long as Euroclear or Clearstream, Luxembourg shall so require,

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be exchanged for Definitive Bearer Notes. Such exchange shall occur at no expense to the beneficial owners as soon as practicable after the receipt of the initial request for Definitive Bearer Notes. After such exchange has occurred, all remaining interests in the Temporary Global Note will be exchangeable only for definitive Bearer Notes or (if so provided in the applicable Final Terms or Securities Note (as the case may be)) for definitive Registered Notes.

In all events, Bearer Notes will be delivered by the Fiscal Agent only outside the United States to non-U.S. persons.

Registered Notes. If the applicable Final Terms or Securities provides for the issuance of Global Registered Notes, then the relevant Issuer shall execute, and upon the instructions of the relevant Issuer, the Authenticating Agent shall complete and authenticate, and with respect to a Eurosystem-eligible NSS, the Authenticating Agent shall also instruct the Common Safekeeper to effectuate, such Global Register Note. On or prior to the settlement date (which will normally be the original issue date) with respect to such Notes, the Authenticating Agent shall (i) with respect to each Global Registered Note intended to be issued under the NSS, cause the note to be registered in the name of a nominee for the Common Safekeeper and deposit the authenticated and effectuated Global Registered Note with the Common Safekeeper and (ii) with respect to a Global Registered Note which is intended to be issued under the CSS, cause the note to be registered in the name of a nominee for the Common Depositary and deposit the Global Registered Note with the Common Depositary, in each case, in the manner specified below under �Settlement Procedures; Registered Notes�.

Final Certification: Bearer Notes. Final Certification with respect to a Temporary Global Note shall mean the delivery by Euroclear or Clearstream, Luxembourg, as the case may be, to the Fiscal Agent of a signed certificate (a �Clearance System Certificate�) in substantially the form set forth in Exhibit B-1 to the Fiscal Agency Agreement with respect to the Notes being exchanged, dated no earlier than the Exchange Date for such Notes, to the effect that Euroclear or Clearstream, Luxembourg, as the case may be, has received certificates (�Certificates of Non-U.S. Beneficial Ownership�) in the form substantially set forth in Exhibit B-2 to the Fiscal Agency Agreement with respect to each of such Notes, which Certificates of Non-U.S. Beneficial Ownership shall be da ted no earlier than ten days before the Exchange Date and shall be delivered by the account holders appearing on its records as entitled to such Notes.

Interest: The following is a summary of terms of the Notes with respect to interest and is for informational purposes only; the terms of each Note as described in the applicable Final Terms and the Prospectus (in the case of Notes issued by way of the Prospectus)

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or the applicable Securities Note and Registration Document (in the case of Notes issued by way of the Registration Document) shall govern in the case of any conflict with the provisions set forth below. Terms used but not defined herein shall have the meanings assigned to them in the Offering Document.

General: Bearer Notes. Interest on each Bearer Note will accrue from and including the original issue date of such Note for the first interest period and from and including the most recent date to which interest has been paid for all subsequent interest periods. Each payment of interest on a Bearer Note will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid (or from and including the date of issue, if no interest has been paid) to but excluding the Interest Payment Date; provided, however, that in the case of Floating Rate Notes on which the interest rate is reset daily or weekly, each interest payment will include interest accrued from and including the date of issue or from but excluding the fifteenth calendar day preceding the next preceding Interest Payment Date (whether or not such fifteenth calenda r day is a Business Day), unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be); and provided, further, that interest in respect of any Interest Payment Date on any interest in a Temporary Global Note for which Final Certification has not been made shall not be paid until the occurrence of the earlier of (1) Final Certification with respect to such interest in such Temporary Global Note and (2) in the case of an Interest Payment Date occurring between the original issue date and the Exchange Date, delivery by Euroclear or Clearstream, Luxembourg, as the case may be, to the Fiscal Agent of a Clearing System Certificate dated no earlier than such Interest Payment Date to the effect that Euroclear or Clearstream, Luxembourg, as the case may be, has received Certificates of Non-U.S. Beneficial Ownership with respect to such interests in the Temporary Global Note, which Certificates of Non-U.S. Beneficial Ownership shall have been dated no earlier than ten days before such Interest Payment Date and shall be signed by the account holders appearing on its records as entitled to such Notes.

Fixed Rate Bearer Notes. Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be), interest payments on Fixed Rate Bearer Notes will be made on the dates specified in the applicable Final Terms or Securities Note (as the case may be) and at maturity or upon any earlier redemption or repayment.

Floating Rate Bearer Notes. Interest payments will be made on Floating Rate Bearer Notes monthly, quarterly, semi-annually or annually. Except as provided below or as specified in the applicable Final Terms or Securities Note (as the case may be), interest will be payable, in the case of Floating Rate Bearer Notes

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with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to �A� under �Settlement Procedures; Bearer Notes� below (�Settlement Procedure �A� �); in the case of Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure �A� and in the case of Notes with an annual Interest R eset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure �A� and, in each case, on the Maturity Date. If any such Interest Payment Date is not a Business Day, the provisions set forth under �Payments of Principal and Interest � Bearer Notes� shall apply.

General: Registered Notes. Interest on each Registered Note will accrue from and including the original issue date of such Note for the first interest period and from and including the most recent date to which interest has been paid for all subsequent interest periods. Each payment of interest on a Registered Note will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid (or from and including the date of issue, if no interest has been paid) to but excluding the Interest Payment Date, provided, however, that in the case of Floating Rate Notes which reset daily or weekly, interest payments will include interest from and including the date of issue or from but excluding the last Regular Record Date to which interest has been paid, as the case may be, through and including the Regular Record Date next precedi ng the Interest Payment Date, unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be); and provided, further, that at the Maturity Date, the interest payable will include interest accrued to but excluding the Maturity Date.

Fixed Rate Registered Notes. Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be), interest payments on Fixed Rate Registered Notes will be made on the dates specified in the applicable Final Terms or Securities Note (as the case may be) and at the Maturity Date; provided, however, that in the case of Registered Fixed Rate Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Floating Rate Registered Notes. Interest payments will be made on Floating Rate Registered Notes monthly, quarterly, semiannually or annually. Except as provided below or as specified in the applicable Final Terms or Securities Note (as the case may be), interest will be payable, in the case of Floating Rate Registered Notes with a daily, weekly or monthly Interest

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Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to �AA� below under �Settlement Procedures; Registered Notes� (�Settlement Procedure �AA� �); in the case of Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure �AA�; and in the case of Notes with an annual Interest Reset Date, on the third Wedn esday of the month specified pursuant to Settlement Procedure �AA� and, in each case, on the Maturity Date; provided, however, that in the case of Registered Floating Rate Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date. If any such Interest Payment Date is not a Business Day, the provisions set forth under �Payments of Principal and Interest � Registered Notes� shall apply.

Disclosure under Interest

Act (Canada): In the case of Notes issued by GE Capital Canada Funding, whenever it is necessary to compute any amount of interest in respect of the Notes for a period (the �deemed year�) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be (i) calculated on the basis of a 360-day year consisting of 12 months of 30 days each, and (ii) expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

Calculation of Interest: The following is a summary of terms of the Notes with respect to the calculation of interest and is for informational purposes only; the terms of each Note as described in the applicable Final Terms and the Prospectus (in the case of Notes issued by way of the Prospectus) or the applicable Securities Note and Registration Document (in the case of Notes issued by way of the Registration Document) shall govern in the case of any conflict with the provisions set forth below. Terms used but not defined herein shall have the meanings assigned to them in the Offering Document.

Fixed Rate Notes. Interest will be calculated as specified in either (i) the Base Prospectus or as modified in the applicable Final Terms or (ii) the Securities Note (as the case may be).

Floating Rate Notes. Interest will be calculated as specified in either (i) the Base Prospectus or as modified in the applicable Final Terms or (ii) the Securities Note (as the case may be).

Payments of Principal

and Interest: The following is a summary of terms of the Notes with respect to the payment of principal and interest and is for informational

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purposes only; the terms of each Note (as described in either (i) the Final Terms and the Base Prospectus or (ii) the Registration Document and the Securities Note (as the case may be)) and the Fiscal Agency Agreement shall govern in the case of any conflict with the provisions set forth below. Terms used but not defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

Bearer Notes. Except as otherwise provided in the Bearer Notes, payment of the principal amount of each Bearer Note at the Maturity Date thereof will be made only upon presentation and surrender of such Bearer Note to the Principal Paying Agent or any Paying Agent outside the United States. Such payment, together with payment of interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent or such Paying Agent and in turn by the holder of such Note. Bearer Notes presented to the Principal Paying Agent or a Paying Agent at the Maturity Date for payment will be cancelled or destroyed by such paying agent and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments on a Bearer Note (other than interest due at the Maturity Date) will be made by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and delivered to an address outside the United States by the Principal Paying Agent to the person entitled thereto or by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States.

Except as specified in �Interest � General; Bearer Notes� above, interest on a Global Note shall be payable to the beneficial owner thereof through credit to the account of such owner or of the custodian bank of such owner with Euroclear or Clearstream, Luxembourg. On the occasion of each payment, (i) in the case of a CGN, the Paying Agent to which any Global Note was presented for the purpose of making the payment shall cause the appropriate schedule to the relevant Global Note to be annotated so as to evidence the amounts and dates of the payments of principal and/or interest as applicable or (ii) in the case of any Global Note which is a NGN, the Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment. Except as otherwise provided in the Bearer Notes, interest on a defin itive Bearer Note shall be payable to the holder of the appropriate coupon appertaining thereto only upon presentation and surrender of such coupon at the office of the Principal Paying Agent or any other Paying Agent outside the United States.

If any Fixed Interest Payment Date or the Maturity Date or redemption or repayment date of a Fixed Rate Bearer Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on

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such payment for the period from and after such Fixed Interest Payment Date or Maturity Date, as the case may be. If any Interest Payment Date (other than the Maturity Date) for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note at which time the Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day. If the Maturity Date for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, the payment of principal, premium, if any, and interest, if any, will be made on the follo wing day that is a Business Day with respect to such Note, and no interest shall accrue for the period from and after such Maturity Date.

Registered Notes. Except as otherwise provided in a Registered Note, the Principal Paying Agent will pay the principal amount of each Registered Note at the Maturity Date upon presentation and surrender of such Note to its offices. Such payment, together with payment of interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent and in turn by the holder of such Note. Registered Notes presented to the Principal Paying Agent at the Maturity Date for payment will be cancelled or destroyed and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments on a Registered Note (other than interest due at the Maturity Date) will be made by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and mailed by the Prin cipal Paying Agent to the person entitled thereto as provided in such Note and the Fiscal Agency Agreement or by wire transfer of immediately available funds. Following each Regular Record Date, the Principal Paying Agent will furnish the relevant Issuer with a list of interest payments to be made on the following Interest Payment Date for each Registered Note and in total for all Registered Notes. Interest at the Maturity Date will be payable to the person to whom the payment of principal is payable. The Principal Paying Agent will provide monthly to the relevant Issuer lists of principal and interest, to the extent ascertainable, to be paid on Registered Notes maturing or to be redeemed in the next month. The Principal Paying Agent will be responsible for withholding taxes on interest paid on Registered Notes as required by applicable law.

If any Fixed Interest Payment Date or the Maturity Date of a Fixed Rate Registered Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period

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from and after such Fixed Interest Payment Date or Maturity Date, as the case may be. If any Interest Payment Date (other than the Maturity Date) for any Floating Rate Registered Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note at which time the Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day. If the Maturity Date for any Floating Rate Registered Note would fall on a day that is not a Business Day with respect to such Note, the payment of principal, premium, if any, and interest, if any, will be made on the following day that is a B usiness Day with respect to such Note, and no interest shall accrue for the period from and after such Maturity Date.

Preparation of

Final Terms: If any offer to purchase a tranche of Notes is accepted by or on behalf of the relevant Issuer, and the tranche of Notes is to be issued and documented by way of the Prospectus, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will prepare the final terms (the �Final Terms�) reflecting the terms of such tranche of Note and will deliver a copy of such Final Terms to the relevant Dealer as such Dealer shall request as soon as practicable, but in no event later than 5 Business Days following the date such offer to purchase Notes is accepted. The relevant Dealer will cause such Final Terms together with the Base Prospectus to be delivered to each purchaser of such tranche of Note. In addition, the relevant Issuer shall forward the Final Terms to the Fiscal Agent as soon as it becomes available but in no event later tha n the issue date.

In each instance that Final Terms are prepared, the Dealers receiving such Final Terms will affix the Final Terms to the Base Prospectus prior to their use. Outdated Final Terms, and the Base Prospectus to which they are attached (other than those retained for files), will be destroyed.

Preparation of

Securities Note: If any offer to purchase a tranche of Notes is accepted by or on behalf of the relevant Issuer, and the tranche of Notes is to be issued by way of the Registration Document and documented in a securities note supplemental to the Registration Document, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will prepare such securities note (the �Securities Note�) reflecting the terms of such tranche of Note and will deliver a copy of such Securities Note to the relevant Dealer as such Dealer shall request as soon as practicable, but in no event later than 5 Business Days following the date such offer to purchase Notes is accepted. The relevant Dealer will cause such Securities Note together with the Base

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Prospectus to be delivered to each purchaser of such tranche of Note. In addition, the relevant Issuer shall forward the Securities

Note to the Fiscal Agent as soon as it becomes available but in no event later than the issue date

In each instance that a Securities Note is prepared, the Dealers receiving such Securities Note will affix the Securities Note to the Registration Document prior to their use. Outdated Securities Notes, and the Registration Document to which they are attached (other than those retained for files), will be destroyed.

Settlement: The receipt by the relevant Issuer of immediately available funds in exchange for: (i) in the case of a Global Note issued in CGN form, the delivery of an authenticated Temporary Global Note to the Common Depositary; or (ii) in the case of a Global Note issued in NGN form, the delivery of an authenticated Temporary Global Note to, and which is then effectuated by, the Common Safekeeper, in each case, in the manner described in �Settlement Procedures; Bearer Notes� below; or (iii) in the case of a Global Registered Note held under the CSS, an authenticated Global Registered Note, completed by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and authenticated by and registered in the name of a nominee for the Common Depository; or (iv) in the case of a Global Registered Note issued under the NSS, the delivery o f an authenticated Global Registered Note, completed by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and which is then effectuated by, and registered in the name of a nominee for, the Common Safekeeper, in each case shall constitute �settlement� with respect to such Note. All orders accepted by the relevant Issuer will be settled on such date as the relevant Issuer and the purchaser shall agree upon.

Settlement Procedures;

Bearer Notes: Settlement Procedures with regard to each Bearer Note sold by each Issuer to or through a Dealer shall be as follows:

A.	The relevant Dealer will advise the relevant Issuer by telephone that such Note is initially a Bearer Note and of the following settlement information:
	1.	Principal amount.
	2.	Maturity Date.
	3.	In the case of a Fixed Rate Bearer Note, the Fixed Interest Rate, the Interest Payment Period, the Fixed Interest Payment Dates, the Determination Dates, the Interest Commencement Date, the Fixed Day Count Fraction, and whether such Note is an Amortizing Note and, if so, the amortization schedule.

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	In the case of a Floating Rate Bearer Note, the Initial Interest Rate (if known at such time), the Interest Payment Dates, the Interest Payment Period, the Calculation Agent, the Base Rate, the Index Maturity, the Interest Reset Period, the Interest Determination Date, the Interest Reset Dates, the Spread or Spread Multiplier (if any), the Minimum Interest Rate (if any), the Maximum Interest Rate (if any), the Alternate Rate Event Spread (if any) and the Floating Day Count Fraction.
4.	Redemption or repayment provisions, if any.
5.	Settlement date and time.
6.	Issue Price.
7.	Denominations.
8.	Specified Currency.
9.	Ranking.
10.	Dealer�s commission, if any, determined as provided in the Distribution Agreement.
11.	Dealer�s account number at Clearstream or the Euroclear Operator.
12.	Whether the Global Note constituting the Notes will be issued in CGN form or NGN form.
13.	Whether the Note is an Indexed Note, and if it is an Indexed Note, the Indexed Currency, the Currency Base Rate and the Determination Agent.
14.	Whether the Note is a Dual Currency Note, and if it is a Dual Currency Note, the Face Amount Currency, the Optional Payment Currency, the Designated Exchange Rate, the Option Election Dates and the Option Value Calculation Agent.
15.	Whether the Note is an Extendible Note, and if it is an Extendible Note, the Initial Maturity Date, the Election Date and the Final Maturity Date.

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	16.	If applicable, wire transfer instructions including name of banking institution where transfer is to be made and account number.
	17.	Whether such Note is to be listed on the Official List of the UK Listing Authority (the �UKLA�) and admitted to trading by the London Stock Exchange, the Singapore Exchange Securities Trading Limited or on or by any other stock exchange, competent authority and/or market.
	18.	Any other applicable terms.
B.	The relevant Issuer will advise the Fiscal Agent by telephone or electronic transmission confirmed in writing at any time on the sale date of the information set forth in Settlement Procedure A above. The relevant Issuer will also give the Fiscal Agent written instructions regarding the transfer of funds. The relevant Issuer will send a copy of such instructions to the relevant Dealer or Dealers.
	The Fiscal Agent shall telephone each of Euroclear or Clearstream, Luxembourg with a request for a security code for each tranche agreed to be issued, which security code or codes will be notified by the Fiscal Agent to the relevant Issuer and the relevant Dealer or Dealers.
	The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall prepare and cause to be delivered to the Fiscal Agent either (i) the applicable Final Terms supplemental to the Base Prospectus or (ii) the Securities Note supplemental to the Registration Document (as the case may be) describing the terms of the particular tranche of Notes.
C.	In accordance with the written instructions and the applicable Final Terms or Securities Note (as the case may be), the Fiscal Agent shall:
	(i) with respect to Global Notes in CGN form, prepare, complete, by appending the Final Terms to the executed blank note previously delivered by the Issuer and authenticate a Temporary Global Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Temporary Global Note will then be delivered to the Common Depositary. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to credit the Notes represented by such Temporary Global Notes delivered to such Common Depositary to the Fiscal

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		Agent�s distribution account at Euroclear or Clearstream, Luxembourg, as the case may be; or
		(ii) with respect to Global Notes in NGN form, prepare, complete, by appending the Final Terms to the executed blank note previously delivered by the Issuer and authenticate a Temporary Global Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Temporary Global Note will then be delivered to the specified Common Safekeeper and, in the case of an NGN which is a Eurosystem-eligible NGN, the Fiscal Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant tranche of Notes and to credit the Notes represented by such Temporary Global Note delivered to such Common Safekeeper to the Fiscal Agent�s distribution account at Euroclear or Clearstream, Luxembourg, as the case may be.
		In each case, the Fiscal Agent will instruct Euroclear or Clearstream, Luxembourg to debit, on the settlement date, from the distribution account of the Fiscal Agent the number of Notes of each Tranche with respect to which the relevant Dealer has solicited an offer to purchase and to credit, on the settlement date, such Notes to the account of such Dealer with Euroclear or Clearstream, Luxembourg against payment of the issue price of such Notes. Each relevant Dealer shall give corresponding instructions to Euroclear or Clearstream, Luxembourg.
	D.	Euroclear and Clearstream, Luxembourg shall debit and credit accounts in accordance with instructions received by them. The Fiscal Agent shall pay the relevant Issuer the aggregate net proceeds received by it in immediately available funds via a transfer of funds to the account of the relevant Issuer with a bank selected by such Issuer notified to the Fiscal Agent from time to time in writing.
Settlement Procedures Timetable; Bearer Notes:	For sales by each Issuer of Bearer Notes to or through a Dealer, Bearer Settlement Procedures �A� through �D� above shall be completed on or before the respective times set forth below:
	Settlement Procedure
	Bearer Notes		Time
	A		12:00 P.M. (NYC time) three days before settlement date

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	B		9:00 A.M. (London time) two days before settlement date
	C		3:45 P.M. (London time) on day before settlement date
	D		5:00 P.M. (NYC time) on settlement date
Settlement Procedures; Registered Notes:	Settlement Procedures with regard to each Registered Note sold by each Issuer to or through a Dealer shall be as follows:
	AA.	The relevant Dealer will advise the relevant Issuer by telephone that such Note is a Registered Note and of the following settlement information:
		1.	Name in which such Note is to be registered (�Registered Owner�).
		2.	Address of the Registered Owner and address for payment of principal and interest.
		3.	Taxpayer identification number of the Registered Owner (if available); the Dealer shall request that the purchasers of the Notes prepare a Form W-8BEN or other applicable form required by the United States Internal Revenue Code of 1986, as amended (the �Code�) and cause such form to be delivered to the Fiscal and Paying Agent on or prior to the settlement date.
		4.	Principal amount.
		5.	Maturity Date.
		6.	In the case of a Fixed Rate Registered Note, the Fixed Interest Rate, the Interest Payment Period, the Fixed Interest Payment Dates, the Determination Dates, the Interest Commencement Date, the Fixed Day Count Fraction, and whether such Note is an Amortizing Note and, if so, the amortization schedule.
			In the case of a Floating Rate Registered Note, the Initial Interest Rate (if known at such time), the Interest Payment Dates, the Interest Payment Period, the Calculation Agent, the Base Rate, the Index Maturity, the Interest Reset Period, the Interest Determination Date, the Interest Reset Dates, the Spread or Spread Multiplier (if any), the Minimum Interest Rate (if any), the

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	Maximum Interest Rate (if any), the Alternate Rate Event Spread (if any), the Floating Day Count Fraction and the Regular Record Dates.
7.	Redemption or repayment provisions, if any.
8.	Settlement date and time.
9.	Issue Price.
10.	Denominations.
11.	Specified Currency.
12.	Ranking.
13.	Dealer�s commission, if any, determined as provided in the Distribution Agreement.
14.	Whether the Note is issued with more than a de minimis amount of discount.
15.	Whether the Note is an Indexed Note, and if it is an Indexed Note, the Indexed Currency, the Currency Base Rate and the Determination Agent.
16.	Whether the Note is a Dual Currency Note, and if it is a Dual Currency Note, the Face Amount Currency, the Optional Payment Currency, the Designated Exchange Rate, the Option Election Dates and the Option Value Calculation Agent.
17.	Whether the Note is an Extendible Note, and if it is an Extendible Note, the Initial Maturity Date, the Election Date and the Final Maturity Date.
18.	If applicable, wire transfer instructions, including name of banking institution where transfer is to be made and account number.
19.	Whether such Note is to be listed on the Official List of the UKLA and admitted to trading by the London Stock Exchange, the Singapore Exchange Securities Trading Limited or on or by any other stock exchange, competent authority and/or market.
20.	Whether the Global Note constituting the Notes will be issued under the CSS or the NSS and whether it is intended to be Eurosystem-eligible collateral.

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	21.	Any other applicable terms.
BB.	The relevant Issuer will advise the Fiscal Agent by telephone or electronic transmission (confirmed in writing at any time on the sale date) of the information set forth in Settlement Procedure �AA� above.
CC.	(i) Registered Notes in definitive form. The relevant Issuer will have delivered to the Authenticating Agent an executed blank Note. The Authenticating Agent will complete such executed blank Note by appending the Final Terms to such executed blank Note and authenticate such Note and deliver it through the Fiscal Agent (with the confirmation) to the relevant Dealer, and such Dealer will acknowledge receipt of the Note. Such delivery will be made only against such acknowledgment of receipt and evidence that instructions have been given by such Dealer for payment to the account of the relevant Issuer, in funds available for immediate use, of an amount equal to the price of such Note less such Dealer�s commission, if any; provided however, the relevant Issuer and the Fiscal Agent may agree on different delivery procedures for definitive Registered Notes denominated in Specifie d Currencies other than U.S. dollars. In the event that the instructions given by such Agent for payment to the account of such Issuer are revoked, such Issuer will as promptly as possible wire transfer to the account of such Dealer an amount of immediately available funds equal to the amount of such payment made.
	(ii) Global Registered Notes. In accordance with the written instructions and the applicable Final Terms or Securities Note (as the case may be), the Fiscal Agent shall:
		(a)    with respect to Global Registered Notes to be issued under the CSS, prepare, complete, by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and authenticate a Global Registered Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Global Registered Note will be registered in the name of and delivered to the Common Depositary. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to credit the Notes represented by such Global Registered Note delivered to such Common Depositary to the Fiscal Agent�s distribution account

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		at Euroclear or Clearstream, Luxembourg, as the case may be; or
		(b)    with respect to Global Registered Notes to be issued under the NSS, prepare, complete, by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and authenticate a Global Registered Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Global Registered Note will then be registered in the name of and delivered to the specified Common Safekeeper and, in the case of a Global Registered Note which is intended to be a Eurosystem-eligible NSS, the Fiscal Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant tranche of Notes and to credit the Notes represented by such Global Re gistered Note delivered to such Common Safekeeper to the Fiscal Agent�s distribution account at Euroclear or Clearstream, Luxembourg, as the case may be.
	The Principal Paying Agent shall pay the relevant Issuer the aggregate net proceeds received by it in immediately available funds via a transfer of funds to the account of the relevant Issuer maintained at a bank selected by such Issuer notified to the Principal Paying Agent from time to time in writing.
DD.	(i)         Registered Notes in definitive form. Unless the relevant Dealer purchased such Note for its own account, such Dealer will deliver such Note (with confirmation) to the customer against payment in immediately payable funds. Such Dealer will obtain the acknowledgment of receipt of such Note. If the relevant Dealer purchased such Note for its own account, such Dealer will accept delivery of such Note against payment in immediately available funds, and will deliver an acknowledgement of receipt of such Note.
	(ii)        Global Registered Notes. The receipt by the relevant Issuer of immediately available funds in exchange for (i) in the case of a Global Registered Note held under the CSS, an authenticated Global Registered Note, authenticated by, and registered in the name of, a nominee for the Common Depositary, or (ii) in the case of a Global Registered Note issued under the NSS, the delivery of an authenticated Global Registered Note to,

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		and which is then effectuated by, and registered in the name of a nominee for, the Common Safekeeper, in each case shall constitute �settlement� with respect to such Global Registered Note.
	EE.	Periodically, the Fiscal Agent will send to the relevant Issuer a statement setting forth the principal amount of the Registered Notes outstanding as of that date under the Fiscal Agency Agreement and setting forth a brief description of any sales of which such Issuer has advised the Fiscal Agent but which have not yet been settled.
Settlement Procedures Timetable; Registered Notes:	For sales by the relevant Issuer of Registered Notes to or through a Dealer, Registered Settlement Procedures �AA� through �DD� set forth above shall be completed on or before the respective times (London Time) set forth below:
	Settlement Procedure; Registered
	Notes		Time
	AA		2:00 P.M. on day before settlement date
	BB		3:00 P.M. on day before settlement date
	CC		2:15 P.M. on settlement date
	DD		3:00 P.M. on settlement date

Failure to Settle: Bearer Notes. If any Dealer shall have advanced its own funds for payment against subsequent receipt of funds from the purchaser and if a purchaser shall fail to make payment for a Note, such Dealer will promptly notify the relevant Issuer, the Fiscal Agent, the Principal Paying Agent, the Common Depositary or Common Service Provider appointed by the relevant Issuer and Common Safekeeper (as the case may be) and Euroclear and Clearstream, Luxembourg by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the relevant Issuer shall promptly instruct the Fiscal Agent to cancel the purchaser�s interest in the appropriate Temporary Global Note representing such Note. Upon (i) confirmation from the Fiscal Agent in writing (which may be given by facsimile) that the Fiscal Agent has cancelled such purchaser�s interest in suc h Temporary Global Note and (ii) confirmation from such Dealer in writing (which may be given by facsimile) that such Dealer has not received payment from the purchaser, the relevant Issuer will promptly pay to such Dealer an amount in immediately available funds equal to the amount previously paid by such Dealer in respect of such Bearer Note. Such payment will be made on the settlement date, if possible, and in any event not later than 12:00 noon (New York City time)

A-23

on the Business Day following the settlement date. The Fiscal Agent and the Common Depositary will make or cause to be made such revisions to such Temporary Global Note (if the Temporary Global Note is a CGN) or the Fiscal Agent will instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records in each case (if the Temporary Global Note is a NGN) as are necessary to reflect the cancellation of such portion of such Temporary Global Note.

If a purchaser shall fail to make payment for the Note for any reason other than the failure of such Dealer to provide the necessary information to the relevant Issuer as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above, and if such Dealer shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, the relevant Issuer will reimburse such Dealer on an equitable basis for such Dealer�s loss of the use of funds during the period when they were credited to account of such Issuer or the Fiscal Agent.

Immediately upon such cancellation, the Fiscal Agent will make appropriate entries in its records to reflect the fact that a settlement did not occur with respect to such Note.

Registered Notes. If a purchaser fails to accept delivery of and make payment for any Registered Note, the relevant Dealer will notify the relevant Issuer and the Fiscal Agent by telephone and return such Note to the Fiscal Agent. Upon receipt of such notice, the relevant Issuer will immediately wire transfer to the account of such Dealer an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If a purchaser shall fail to make payment for the Note for any reason other than the failure of such Dealer to provide the necessary information to the relevant Issuer as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above, and if such Deale r shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, then the relevant Issuer will reimburse such Dealer or the Principal Paying Agent, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of such Issuer. Immediately upon receipt of the Registered Note in respect of which such failure occurred, the Principal Paying Agent will mark such Note �cancelled�, make appropriate entries in the Principal Paying Agent�s records and send such Note to the relevant Issuer.

A-24

Notice of Issuance to

London Stock

Exchange: The Fiscal Agent will provide information with respect to each tranche of Notes to be listed on the Official List of UKLA and admitted to trading by the London Stock Exchange to such Exchange and will advise the relevant Issuer and the relevant Dealer in writing as to the effectiveness of the listing of such Notes by the close of business on the related settlement date. To the extent required by the UKLA and/or London Stock Exchange, the Dealers will provide the Fiscal Agent with secondary market information regarding any tranche of Notes listed on the London Stock Exchange and the Fiscal Agent will provide such information to the UKLA and the London Stock Exchange.

Notice of Issuance to

Any Other Stock

Exchange, Competent

Authority: The Fiscal Agent will provide information with respect to each tranche of Notes to be listed or admitted to trading on any stock exchange, competent authority and/or market to such stock exchange, competent authority and/or market and will advise the relevant Issuer and the relevant Dealer in writing as to the effectiveness of the listing and or admission to trading of such Notes by the close of business on the related settlement date.

Listing: The Fiscal Agent will, on a regular basis and as applicable, provide the UKLA and the London Stock Exchange and/or any other stock exchange, competent authority and/or market with such information as the UKLA and the London Stock Exchange or any other stock exchange, competent authority and/or market may require regarding any tranches of Notes that are listed on the Official List of the UKLA and admitted to trading on the London Stock Exchange or listed or admitted to trading on any other stock exchange, competent authority and/or market and are issued and outstanding.

A-25

EXHIBIT B-1

[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

HOLDER OF EUROCLEAR, CLEARSTREAM, LUXEMBOURG ]

CERTIFICATE

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital Canada Funding Company]

[GE Capital European Funding]

[GE Capital UK Funding]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally Guaranteed by

General Electric Capital Corporation]

Represented by Temporary Global Note No. .

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account [(A) are beneficially owned by persons that are not residents of Canada, except residents of Canada to whom the principal amount of Notes so beneficially owned has been sold and who acquired the same in compliance with the securities laws of Canada or of the applicable province or territory thereof; and (B)] (i) are owned by person(s) that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income tax regardless of its source, or trusts if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person (�United States person(s)�), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (�financial institutions�) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer�s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) o r (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Notes is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) such financial institution has not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

B-1-1

As used herein, �United States� means the United States of America (including the States and the District of Columbia) and its �possessions� include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to $ of such interest in the above Notes in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Notes (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with [certain securities laws of Canada and] certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Dated:            

[To be dated no earlier than the 10th day before

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]

[Name of Account Holder]

By:

      (Authorized Signatory)

Name:

Title:

B-1-2

EXHIBIT B-2

[FORM OF CERTIFICATE TO BE GIVEN BY

EUROCLEAR, CLEARSTREAM, LUXEMBOURG]

CERTIFICATE

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital Canada Funding Company]

[GE Capital European Funding]

[GE Capital UK Funding]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally Guaranteed by

General Electric Capital Corporation]

Represented by Temporary Global Note No. .

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our �Member Organizations�) substantially to the effect set forth in Exhibit B-1 to the Ninth Amended and Restated Fiscal and Paying Agency Agreement, as of the date hereof, principal amount of the above-captioned Notes [(A) is beneficially owned by persons that are not residents of Canada, except residents of Canada to whom the principal amount of Notes so beneficially owned has been sold and who acquired the same in compliance with the s ecurities laws of Canada or of the applicable province or territory thereof; and (B)](i) is owned by persons that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income tax regardless of its source, or trusts if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person (�United States persons�), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (�financial inst itutions�) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer�s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of

B-2-1

1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, �United States� means the United States of America (including the States and the District of Columbia) and its �possessions� include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. < /div>

We further certify (i) that we are not making available herewith for exchange any portion of the temporary global Note excepted as set forth herein and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith are no longer true and cannot be relied upon as the date hereof.

We understand that this certification is required in connection with [certain securities laws of Canada and] certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Dated:            

[To be dated no earlier than

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]

[EUROCLEAR BANK S.A./N.V.

    as Operator of the Euroclear System]

[CLEARSTREAM BANKING, soci�t�

anonyme]

[OTHER CLEARANCE SYSTEM]

By:

B-2-2

EXHIBIT C-1

[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

HOLDER OF EUROCLEAR AND CLEARSTREAM, LUXEMBOURG]

CERTIFICATE

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital Canada Funding Company]

[GE Capital European Funding]

[GE Capital UK Funding]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally guaranteed by

General Electric Capital Corporation]

Represented by Permanent Global Note No. .

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account (i) are owned by person(s) requesting definitive [Registered/Bearer] Notes in exchange for their interests in the above-referenced permanent Global Note and (ii) such persons desire to exchange principal amount of the above-captioned Notes for definitive [Registered/Bearer] Notes.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to $             of such interest in the above Notes in respect of which we do not desire to exchange for definitive Notes.

Dated:            

[Name of Account Holder]
By:
	Name:
	Title:

C-1

EXHIBIT C-2

[FORM OF CERTIFICATE TO BE GIVEN BY

EUROCLEAR AND CLEARSTREAM, LUXEMBOURG]

CERTIFICATE

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital Canada Funding Company]

[GE Capital European Funding]

[GE Capital UK Funding]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally Guaranteed by

General Electric Capital Corporation]

Represented by Permanent Global Note No. .

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our �Member Organizations�) substantially to the effect set forth in Exhibit C-1 to the Ninth Amended and Restated Fiscal and Paying Agency Agreement relating to such Notes, as of the date hereof, principal amount of the above-captioned Notes (i) is owned by person(s) requesting definitive [Registered/Bearer] Notes in exchange for their interests in the above-referenced permanent Global Note and (ii) such persons desire to exchange principal amount of the abov e-captioned Notes for definitive [Registered/Bearer] Notes.

We further certify (i) that we are making available herewith for exchange all interests in the permanent global Note and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the permanent global Note submitted herewith are no longer true and cannot be relied upon as the date hereof.

Dated:

[EUROCLEAR BANK S.A./N.V.

as Operator of the Euroclear System]

[CLEARSTREAM BANKING, soci�t�

anonyme]

[OTHER CLEARANCE SYSTEM]

C-2

EXHIBIT D-1

[FORM OF GUARANTEE TO BE ENDORSED ON NOTES]

1.        FOR VALUE RECEIVED, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the �Guarantor�), hereby unconditionally and irrevocably guarantees to the holder of the Note upon which this guarantee is endorsed the due and punctual payment of any and all amounts required to be paid upon said Note according to its terms, when, where and as the same shall become due and payable, whether on an interest payment date, at maturity, upon redemption or purchase or otherwise, in accordance with the terms thereof. Terms and expressions defined in the Ninth Amended and Restated Fiscal and Paying Agency Agreement dated as of April 6, 2010, as it may be further amended or supplemented from time to time, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Compan y, GE Capital European Funding, GE Capital UK Funding, The Bank of New York Mellon and The Bank of New York Mellon (Luxembourg) S.A. (as amended and supplemented from time to time, the �Fiscal Agency Agreement�), and the Notes shall have the same meanings herein, except as otherwise defined herein or unless there is something in the subject matter or context inconsistent therewith.

2.        (a)        In case of failure by [GE Capital Australia Funding Pty. Ltd.] [GE Capital Canada Funding Company] [GE Capital European Funding] [GE Capital UK Funding] [Name of Additional Issuer acceding to the Fiscal Agency Agreement pursuant to Section 19 thereof] or its successors or assigns (the �Issuer�) punctually to pay any such amount, the Guarantor hereby agrees to cause such payment to be made punctually when, where and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, and as if such payment were made by the Issuer. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, legality or enforceability of the Note, the absence of any action to enforce the same, the waiv er or consent by the holder of the Note with respect to any provisions thereof, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

           (b)        The Guarantor shall be subrogated to all rights of the holder of the Note against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided that the Guarantor shall 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 of the Notes shall have been paid in full or duly provided for.

           (c)        The Guarantor hereby waives notice of acceptance of this Guarantee and also waives notice of nonpayment of any and all amounts payable or in respect of said Note or any part thereof.

           (d)        This Guarantee is unsecured and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

3.        (a)        The Guarantor will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its properties to any other corporation, unless (i) either the Guarantor shall be the continuing corporation or the successor corporation (if other than the Guarantor) (the �successor corporation�) shall be a corporation organized under the laws of the United States of America or of a state thereof and such successor corporation shall expressly assume the due and punctual payments of all amounts

D-1-1

due under this Guarantee and the due and punctual performance of all of the covenants and obligations of the Guarantor under this Guarantee endorsed on all the Notes, by supplemental agreement satisfactory to the Fiscal and Paying Agent executed and delivered to such Fiscal and Paying Agent by the successor corporation and the Guarantor and (ii) the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or obligation.

           (b)        Upon any such merger or consolidation, sale, conveyance, transfer or other disposition, such successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Guarantor under this Guarantee, with the same effect as if such successor corporation had been named as the Guarantor herein, and the Guarantor shall be released from its liability as Guarantor under this Guarantee and under the Fiscal Agency Agreement.

4.        The Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee, and to constitute the same the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, except that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization and other laws of general application relating to or affecting the rights of creditors or by general principles of equity, including the limitation that specific performance, being an equitable remedy, is discretionary and may not be ordered, have been done and performed and have happened in due and strict compliance with all applicable laws.

5.        This Guarantee shall be construed in accordance with and governed by the laws of the State of New York, United States of America.

6.         This Guarantee is dated the date of the Note upon which it is endorsed.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.

GENERAL ELECTRIC CAPITAL
	CORPORATION
By:

D-1-2

EXHIBIT E

[FORM OF ISSUER ACCESSION LETTER]

ISSUER ACCESSION LETTER

[DATE]

GENERAL ELECTRIC CAPITAL CORPORATION

201 High Ridge Road

Stamford, CT 06927

Attention: Senior Vice President - Corporate Treasury and Global Funding Operation

[Name of Additional Issuer]

[Address]

Attention:

THE BANK OF NEW YORK MELLON.

One Canada Square

London E14 5AL

United Kingdom

Attention:   [Manager, Institutional Trust Services]

Ladies and Gentlemen:

Reference is hereby made to the Ninth Amended and Restated Fiscal and Paying Agency Agreement dated as of April 6, 2010 (the �Fiscal Agency Agreement�) among General Electric Capital Corporation, as an issuer and as guarantor (�GE Capital�), the other issuers named therein or acceded thereto (together with GE Capital, each an �Issuer�), The Bank of New York Mellon, as fiscal and paying agent (the �Fiscal and Paying Agent�), The Bank of New York Mellon (Luxembourg) S.A., as initial registrar and Luxembourg transfer agent pursuant to which Euro Medium-Term Notes and Other Debt Securities of each such Issuer are distributed from time to time. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Fiscal Agency Agreement.

1. Pursuant to Section 19(b)(i) of the Fiscal Agency Agreement, this Issuer Accession Letter is being entered into by GE Capital, [Name of Additional Issuer] (the �Company�), the Fiscal and Paying Agent and the Paying Agent to provide for the accession of the Company as an Additional Issuer party to the Fiscal Agency Agreement as of the date hereof (the �Accession Date�).

2. In accordance with Section 19(a) of the Fiscal Agency Agreement, GE Capital and the Company hereby confirm that the Company is a Subsidiary of GE Capital and that each Note issued by the Company shall be irrevocably and unconditionally guaranteed by GE Capital.

3. In accordance with Section 19(b)(ii) and 19(b)(iii) of the Fiscal Agency Agreement, GE Capital and the Company hereby certify to the Fiscal and Paying Agent that each of the persons signing this Issuer Accession Letter on behalf of the GE Capital and the Company is an Issuer Authorized Representative as defined in Section 3(a) of the Fiscal Agency Agreement and that each of the forms of Notes, including the form of the Guarantee

E-1-1

appearing thereon, attached hereto as Annex A-1 through A-[] has been approved pursuant to the authority delegated to such Issuer Authorized Representative by the Board of Directors of each of GE Capital and the Company. In addition to the above, the following persons are Issuer Authorized Representatives of the Company: [List each Additional Issuer Authorized Representative, if any.]

4. In accordance with Section 19(b)(iv) of the Fiscal Agency Agreement, the Company and the Guarantor hereby confirm that an Issuer Accession Notice has been sent to each of the Dealers party to the Distribution Agreement, a copy of which is attached hereto as Annex B.

5. All notices to the Company under Section 20 of the Fiscal Agency Agreement shall be deemed to have been given when sent by certified or registered mail, postage prepaid, or by facsimile transmission to the Company as follows (in each case with a copy to GE Capital at the address or facsimile number appearing in Section 20 of the Fiscal Agency Agreement):

[Company Name]

[Address]

Attention:

Phone:

Fax:

Please countersign where indicated below to indicate your acceptance and agreement to the foregoing, whereupon this Issuer Accession Letter shall become a valid and binding agreement of the parties as of the date first above written.

Very truly yours,

GENERAL ELECTRIC CAPITAL

            CORPORATION

By:

Name:

Title:

[NAME OF ADDITIONAL ISSUER]

By:

Name:

Title:

E-1-2

Accepted and Agreed:

THE BANK OF NEW YORK MELLON

By:

Name:

Title:

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

By:

Name:

Title:

E-1-3

EX-4.W 3 geccexhibit4w.htm GECC EXHIBIT 4(W)

Exhibit 4(w)

February 25, 2011

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Subject: General Electric Capital Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2010 – File No. 001-06461

Dear Sirs:

Neither General Electric Capital Corporation (the “Corporation”) nor any of its subsidiaries has outstanding any instrument with respect to its long-term debt, other than those filed as an exhibit to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, under which the total amount of securities authorized exceeds 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. In accordance with paragraph (b) (4) (iii) of Item 601 of Regulation S-K (17 CFR §229.601), the Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each instrument that defines the rights of holders of such long-term debt not filed or incorporated by reference as an exhibit to the Corporation’s Ann ual Report on Form 10-K for the fiscal year ended December 31, 2010.

Very truly yours, GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Kathryn A. Cassidy
	Kathryn A. Cassidy Senior Vice President Corporate Treasury and Global Funding Operation

EX-12.A 4 geccexhibit12a.htm GECC EXHIBIT 12(A)

Exhibit 12(a)

General Electric Capital Corporation and consolidated affiliates

Computation of Ratio of Earnings to Combined Fixed Charges

	Year ended December 31
(Dollars in millions)	2010		2009		2008		2007		2006
Earnings (loss)(a)	$	2,027	$	(2,693)	$	6,157	$	13,526	$	11,915
Plus:
Interest included in expense(b)		14,924		17,491		24,654		22,420		17,605
One-third of rental expense(c)		212		267		171		336		306
Adjusted "earnings"(d)	$	17,163	$	15,065	$	30,982	$	36,282	$	29,826
Fixed Charges:
Interest included in expense(b)	$	14,924	$	17,491	$	24,654	$	22,420	$	17,605
Interest capitalized		39		39		65		80		77
One-third of rental expense(c)		212		267		171		336		306
Total fixed charges	$	15,175	$	17,797	$	24,890	$	22,836	$	17,988
Ratio of earnings to fixed charges		1.13		0.85		1.24		1.59		1.66

(a)   Earnings (loss) before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.

(b)   Included interest on tax deficiencies.

(c)   Considered to be representative of interest factor in rental expense.

(d)   In accordance with Item 503 of SEC Regulation S-K, we are required to disclose the amount of earnings needed to achieve a one-to-one ratio of earnings to fixed charges. As of December 31, 2009, this amount was $2,732 million.

EX-12.B 5 geccexhibit12b.htm GECC EXHIBIT 12(B)

Exhibit 12(b)

General Electric Capital Corporation and consolidated affiliates

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

	Year ended December 31
(Dollars in millions)	2010		2009		2008		2007		2006
Earnings (loss)(a)	$	2,027	$	(2,693)	$	6,157	$	13,526	$	11,915
Plus:
Interest included in expense(b)		14,924		17,491		24,654		22,420		17,605
One-third of rental expense(c)		212		267		171		336		306
Adjusted "earnings"(d)	$	17,163	$	15,065	$	30,982	$	36,282	$	29,826
Fixed Charges:
Interest included in expense(b)	$	14,924	$	17,491	$	24,654	$	22,420	$	17,605
Interest capitalized		39		39		65		80		77
One-third of rental expense(c)		212		267		171		336		306
Total fixed charges	$	15,175	$	17,797	$	24,890	$	22,836	$	17,988
Ratio of earnings to fixed charges		1.13		0.85		1.24		1.59		1.66
Preferred stock dividend requirements	$	–	$	–	$	–	$	–	$	3
Ratio of earnings before provision for
income taxes to earnings from
continuing operations		0.72		(1.58)		0.74		1.08		1.13
Preferred stock dividend factor on
pre-tax basis	$	–	$	–	$	–	$	–	$	3
Fixed charges		15,175		17,797		24,890		22,836		17,988
Total fixed charges and preferred
stock dividend requirements	$	15,175	$	17,797	$	24,890	$	22,836	$	17,991
Ratio of earnings to combined fixed
charges and preferred stock dividends		1.13		0.85		1.24		1.59		1.66

(a)	Earnings (loss) before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.
(b)	Included interest on tax deficiencies.
(c)	Considered to be representative of interest factor in rental expense.
(d)	In accordance with Item 503 of SEC Regulation S-K, we are required to disclose the amount of earnings needed to achieve a one-to-one ratio of earnings to fixed charges. As of December 31, 2009, this amount was $2,732 million.

EX-23.II 6 geccexhibit23ii.htm GECC EXHIBIT 23(II)

Exhibit 23(ii)

Consent of Independent Registered Public Accounting Firm

To the Board of Directors

General Electric Capital Corporation:

We consent to the incorporation by reference in the registration statements (Nos. 333-160487 and 333-156929) on Form S-3 and in the registration statement (No. 333-164631) on Form S-4 of General Electric Capital Corporation, of our report dated February 25, 2011, relating to: (i) the statement of financial position of General Electric Capital Corporation and consolidated affiliates as of December 31, 2010 and 2009, (ii) the related statements of earnings, changes in shareowner’s equity and cash flows for each of the years in the three-year period ended December 31, 2010, (iii) the related financial statement schedule, and (iv) the effectiveness of internal control over financial reporting as of December 31, 2010, which report appears in the December 31, 2010 annual report on Form 10-K of General Electric Capital Corporation. &# 160;Our report refers to a change in the method of accounting for consolidation of variable interest entities in 2010; a change in the methods of accounting for impairment of debt securities, business combinations and noncontrolling interests in 2009; and a change in the method of accounting for fair value measurements and the adoption of the fair value option for certain financial assets and financial liabilities in 2008.

/s/ KPMG LLP                                           

KPMG LLP

Stamford, Connecticut

February 25, 2011

EX-24 7 geccexhibit24.htm GECC EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being directors and/or officers of General Electric Capital Corporation, a Delaware corporation (the “Corporation”), hereby constitutes and appoints Michael A. Neal, Jeffrey S. Bornstein, Jamie S. Miller and Christoph A. Pereira, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Annual Reports for the Corporation’s fiscal year ended December 31, 2010, on Form 10-K under the Securities Exchange Act of 1934, as amended, or such other form as such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all additional amendments thereto in such form as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Annual Report or Annual Reports shall comply with the Securities Exchange Act of 1934, as amended, and the applicable Rules and Regulations of the Securities and Exchange Commission adopted or issued pursuant thereto, as fully and to all intents and purposes 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 substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 25th day of February, 2011.

/s/ Michael A. Neal		/s/ Jeffrey S. Bornstein
Michael A. Neal		Jeffrey S. Bornstein
Chief Executive Officer		Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)
	/s/ Jamie S. Miller
	Jamie S. Miller
	Senior Vice President and Controller
	(Principal Accounting Officer)

(Page 1 of 2)

/s/ Mark W. Begor	/s/ John Krenicki, Jr.
Mark W. Begor,	John Krenicki, Jr.,
Director	Director
/s/ Jeffrey S. Bornstein	/s/ J. Keith Morgan
Jeffrey S. Bornstein,	J. Keith Morgan,
Director	Director
/s/ William H. Cary	/s/ David Nason
William H. Cary,	David Nason,
Director	Director
/s/ Kathryn A. Cassidy	/s/ Michael A. Neal
Kathryn A. Cassidy,	Michael A. Neal,
Director	Director
/s/ Richard D’Avino	/s/ Ronald R. Pressman
Richard D’Avino,	Ronald R. Pressman,
Director	Director
/s/ Pamela Daley	/s/ John M. Samuels
Pamela Daley,	John M. Samuels,
Director	Director
/s/ Brackett B. Denniston III	/s/ Keith S. Sherin
Brackett B. Denniston III,	Keith S. Sherin,
Director	Director
/s/ Jeffrey R. Immelt	/s/ Ryan A. Zanin
Jeffrey R. Immelt,	Ryan A. Zanin,
Director	Director
/s/ Mark J. Krakowiak
Mark J. Krakowiak,
Director

A MAJORITY OF THE BOARD OF DIRECTORS

(Page 2 of 2)

EX-31.A 8 geccexhibit31a.htm GECC EXHIBIT 31(A)

Exhibit 31(a)

Certification Pursuant to

Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Michael A. Neal, certify that:
1.	I have reviewed this annual report on Form 10-K of General Electric Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ Michael A. Neal

Michael A. Neal

Chief Executive Officer

EX-31.B 9 geccexhibit31b.htm GECC EXHIBIT 31(B)

Exhibit 31(b)

Certification Pursuant to

Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Jeffrey S. Bornstein, certify that:
1.	I have reviewed this annual report on Form 10-K of General Electric Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ Jeffrey S. Bornstein

Jeffrey S. Bornstein

Chief Financial Officer

EX-32 10 geccexhibit32.htm GECC EXHIBIT 32

Exhibit 32

Certification Pursuant to

18 U.S.C. Section 1350

In connection with the Annual Report of General Electric Capital Corporation (the “registrant”) on Form 10-K for the year ending December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “report”), we, Michael A. Neal and Jeffrey S. Bornstein, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge: 

(1)	The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

February 25, 2011

/s/ Michael A. Neal

Michael A. Neal

Chief Executive Officer

/s/ Jeffrey S. Bornstein

Jeffrey S. Bornstein

Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.I

Exhibit 4(i)

Execution Version

NINTH AMENDED AND RESTATED

FISCAL AND PAYING AGENCY AGREEMENT

among

GENERAL ELECTRIC CAPITAL CORPORATION

GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)

GE CAPITAL CANADA FUNDING COMPANY

GE CAPITAL EUROPEAN FUNDING

GE CAPITAL UK FUNDING

and

THE BANK OF NEW YORK MELLON

and

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

Euro Medium-Term Notes and Other Debt Securities Due

9 Months or More from Date of Issue

Dated as of April 6, 2010

TABLE OF CONTENTS

		Page
1.	Appointment of Paying Agents		1
2.	Notes Issuable in Series		2
3.	Execution and Authentication of Notes; Date and Denomination of Notes		5
4.	Exchange and Registration of Transfer of Notes		9
5.	Payments of Principal, Premium and Interest; Paying Agents		11
6.	Redemption; Sinking Funds; Repayment at the Option of the Holder		14
7.	Mutilated, Destroyed, Stolen or Lost Notes		18
8.	Events of Default		18
9.	Additional Payments; Tax Redemption		23
10.	Covenant of the Issuers and the Guarantor		32
11.	Obligations of the Fiscal and Paying Agent		33
12.	Maintenance and Resignation of Fiscal and Paying Agent		35
13.	Paying Agency		36
14.	Merger, Consolidation, Sale or Conveyance		36
15.	Meetings of Holders of the Notes		37
16.	Consent of Holders		40
17.	Stamp Taxes		40
18.	Modifications and Amendments		40
19.	Accession of Additional Issuers		41
20.	Notices to Parties		42
21.	Notices to and by Holders of the Notes		44
22.	Business Day		45
23.	Central Bank Reporting Requirements		45
24.	Governing Law		45
25.	Consent to Service		45
26.	Counterparts		45
27.	Inspection of Agreement		45
28.	Descriptive Headings		45
29.	Provisions Binding on Successors		45
30.	Official Acts by Successor Corporation		46
31.	Severability		46

NINTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT, dated as of April 6, 2010 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (�GE Capital�), GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467), a company incorporated under the laws of the Commonwealth of Australia (�GE Capital Australia Funding�), GE CAPITAL CANADA FUNDING COMPANY, a company incorporated under the laws of the Province of Nova Scotia, Canada (�GE Capital Canada Funding�), GE CAPITAL EUROPEAN FUNDING (�GECEF�) and GE CAPITAL UK FUNDING (�GECUKF�, and together with GECEF, the �Irish Issuers� and each an �Irish Issuer�, each of which was incorporated as a public unlimited liability company under the Irish Companies Acts 1963-2009) (GE Capital Australia Funding, GE Capital Canada Funding, the Irish Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant to Section 19 hereof, each an �Issuer� and collectively, the �Issuers�), THE BANK OF NEW YORK MELLON, as fiscal and principal paying agent, and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as initial registrar and transfer agent (such agreement, as further amended and supplemented from time to time, the �Agreement�).

Pursuant to the Eleventh Amended and Restated Distribution Agreement, dated April 6, 2010, among the Issuers (including GE Capital in its capacity as guarantor (the �Guarantor�) of Notes issued by an Issuer other than GE Capital) and the dealers named therein (the �Dealers�) (as further amended from time to time, the �Distribution Agreement�), each Issuer has agreed to issue from time to time its Euro Medium-Term Notes (�Medium Term Notes�) and other debt securities (�Other Debt Securities�) having maturities from 9 months or more from date of issue (collectively, Medium Term Notes and Other Debt Securities are referred to herein as the �Notes�). The Guarantor has agreed to guarantee Notes issued pursuant to this Agreement by each Issuer other than GE Capital in the form of the guarantee attached hereto as Exhibit D-1 (the �Guarantee�). Administrative procedures, which have been agreed to by the Issuers (including GE Capital in its capacity as Guarantor) and the Dealers as of the date hereof, are attached as Exhibit A hereto (such procedures, as amended from time to time pursuant to the Distribution Agreement, are hereinafter referred to as the �Administrative Procedures�).

Pursuant to this Agreement, the Eighth Amended and Restated Fiscal and Paying Agency Agreement dated May 12, 2006 (the �Prior Agency Agreement�) shall be amended and restated on the terms of this Agreement. Any Notes issued on or after the date of this Agreement shall be issued pursuant to this Agreement, but this shall not affect any Notes issued prior to the date of this Agreement. Subject to such amendment and restatement, the Prior Agency Agreement shall continue in full force and effect.

1.        Appointment of Paying Agents. Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor hereby appoint The Bank of New York Mellon, acting through its London Branch located at One Canada Square, London E14 5AL, as the fiscal agent and as the principal paying agent (in such capacities and including any successor fiscal and paying agent appointed hereunder, the �Fiscal and Paying Agent�, and, together with any other paying agents appointed by the relevant Issuer and the Guarantor, the �Paying Agents�), in respect of the Notes, upon the terms and subject to the conditions stated herein and in the Notes certified from time to time pursuant to Section 2 hereof. The Fiscal and Paying Agent hereby acc epts such appointment and agrees, upon such terms and subject to such conditions, to perform its obligations under this Agreement, the Notes certified from time to time pursuant to Section 2 hereof and the Administrative Procedures. In addition, unless otherwise agreed by the parties hereto, the Fiscal and Paying Agent agrees to appoint its local branch or affiliate located in the jurisdiction of the country where any Notes are listed from time to time as an additional paying agent, to the extent required by the rules and regulations of the applicable exchange and to the extent the Fiscal and Paying Agent has a branch or affiliate located in such jurisdiction.

1

2.        Notes Issuable in Series.

(a)      Each Issuer may issue Notes hereunder in one or more series of Notes, each series (a �Series�) having identical terms but for authentication date, effectuation date (in the case of an NGN or Registered Note issued under the NSS, each as defined below) and public offering price; provided that a Series of Notes may not comprise Notes in bearer form (�Bearer Notes�) and Notes in registered form (�Registered Notes�). Each such Series may contain one or more tranches of Notes, each such tranche (a �Tranche�) having identical terms, including authentication date and public offering price; provided that a Tranche of Notes may not comprise Bearer Notes and Registered Notes.

(b)      Notes issued hereunder shall be issued pursuant to authority granted by the Board of Directors of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time by any one authorized person, as specified in Section 3(a) hereof.

(c)      Prior to the issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a �Corporate Order�):

  (1)      the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities;

  (2)      any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and effectuated (as applicable) and delivered under this Agreement (except for Notes authenticated and effectuated (as applicable) and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7);

  (3)      the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable;

  (4)      the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable;

  (5)      the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable;

  (6)      the currency or composite currency in which the Notes of such Series are denominated (the �Specified Currency�);

2

  (7)      the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency;

  (8)      the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise;

  (9)      the obligation, if any, of the relevant Issuer or the Guarantor to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

  (10)    the denominations in which the Notes of such Series shall be issuable, in all cases subject to compliance with all applicable laws and regulations;

  (11)    if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8;

  (12)    if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor or a holder thereof, in a currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made;

  (13)    if the amount of payments of principal, of premium, if any, and of interest on the Notes of such Series may be determined with reference to an index based on currency other than the Specified Currency, the manner in which such amounts shall be determined;

  (14)    if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order;

  (15)    if Bearer Notes are to be issued, whether the temporary global Note and permanent global Note to be issued are intended to be issued in new global note (�NGN�) form or classic global note (�CGN�) form and whether a NGN is intended to be held in a manner which would allow Eurosystem eligibility (a �Eurosystem-eligible NGN�);

  (16)    if Registered Notes are to be issued in global form, whether the global Note to be issued is intended to be issued under the new safekeeping structure (the �NSS�) or under the classic safekeeping structure (�CSS�) and whether a global Note issued under the NSS is intended to be held in a manner which would allow Eurosystem eligibility (a �Eurosystem-eligible NSS�);

3

  (17)    any Events of Default with respect to the Notes of such Series, if not set forth herein;

  (18)    if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series;

  (19)    the stock exchange, competent authority and/or market, if any, on or by which the Notes will be listed and/or admitted to trading and related information;

  (20)    any applicable restrictions on the transfer of any of the Notes of such Series;

  (21)    whether Notes of such Series and/or the related Guarantee, if any, are senior or subordinated and, if such Notes and/or Guarantee are subordinated, the terms of such subordination; and

  (22)    any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement).

All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank S.A./N.V. as operator of the Euroclear System (�Euroclear�), Clearstream Banking, soci�t� anonyme (�Clearstream, Luxembourg�) or any other clearance system specified for a particular Tranche or Series of Notes, or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent authority and/or market on or by which such Notes may be listed and/or admitted to trading or to conform to usage.

(d)      An additional Tranche of the same Series may be issued subsequent to the original issue date of any Notes of such Series (hereinafter called �Additional Notes�) following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; p rovided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the same Series, shall constitute one and the same Series of Notes for all purposes under this Agreement; provided, however, that such consolidation of Additional Notes issued after the Exchange Date will occur only following the exchange of interests in the

4

Temporary Global Note for interests in the Permanent Global Note or Definitive Notes upon certification of non-U.S. beneficial ownership.

3.        Execution and Authentication of Notes; Date and Denomination of Notes

(a)      Execution, delivery and safekeeping of Notes.  The Notes and, if applicable, coupons appertaining thereto in the form certified to the Fiscal and Paying Agent pursuant to the provisions of Section 2(b) shall each be executed (i) in the case of Notes issued by GE Capital, by any one of GE Capital�s Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact of GE Capital or (ii) in the case of Notes issued by an Issuer other than GE Capital, by a duly authorized officer of such Issuer or a duly authorized attorney-in-fact of such Issuer (each an �Issuer Authorized Representative�). Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Notes or the coupons. Each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the relevant Issuer attested by the Secretary or any Assistant Secretary of such Issuer. In case any authorized officer of such Issuer or attorney-in-fact who shall have signed any Note or coupon shall cease to hold such office or be such attorney-in-fact before the Note so signed (or the Note to which the coupon so signed is attached) shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by such Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note or coupon had not ceased to hold such office or be such attorney-in-fact; and any Note or coupon may be signed on behalf of such Issuer by any person who, as at the actual date of the execution of such Note or coupon, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

The relevant Issuer will furnish the Fiscal and Paying Agent with an adequate supply of Notes, which will be blank as to certain terms of such Notes, having attached thereto appropriate coupons, if any, in the forms approved in accordance with Section 2(b) of this Agreement, bearing consecutive control numbers. Such blank Notes shall have been executed by an Issuer Authorized Representative and attested by the Secretary or an Assistant Secretary of such Issuer in accordance with this Section. The Fiscal and Paying Agent or its designated agent will hold such blank Notes in safekeeping in accordance with its customary practice. Only upon notice from the Company of the Final Terms for an issuance of Notes in accordance with this Agreement and the Administrative Procedures set forth in Exhibit A, the Fiscal and Paying Agent shall, in accordance with the Administrative Proce dures, append the Final Terms to such blank Note, authenticate and issue such Notes in the order of the control numbers imprinted thereon. Once such Notes have been executed, authenticated and effectuated in accordance with this Agreement and the Administrative Procedures, the presence of blanks or placeholders in the Notes alone shall not affect the validity of such Notes. The Fiscal and Paying Agent will permit the relevant Issuer and its agents, at all reasonable times and upon reasonable notice, to examine the Notes and all books, records and other materials and information of the Fiscal and Paying Agent relating thereto.

(b)      Execution of Guarantee.  The Guarantee endorsed on Notes issued by an Issuer other than GE Capital shall be executed on behalf of the Guarantor by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly

5

authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual dat e of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

(c)      Authentication of temporary global Notes.  Unless otherwise specified in the applicable Corporate Order or by the relevant Dealer or Dealers, each Tranche of Bearer Notes, including any Tranche of Additional Notes issued prior to the Exchange Date for a prior Tranche of Bearer Notes of the same Series, shall initially be issued in the form of a single temporary global Note. The temporary global Notes shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with a common depositary (the �Common Depositary�) (if the temporary global Note is a CGN) or specified common safekeeper (the �Common Safekeeper�) (if the temporary global Note is a NGN) for the accounts of Euroclear and Clearstream, Luxembourg or any other recognized and agreed clearing system (in the case of a CGN). In the case of the temporary global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal and Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect the initial outstanding aggregrate principal amount of the relevant Tranche of Notes (if the temporary global Note is an NGN) and credit the respective securities clearance accounts of the relevant Dealers (or to such other accounts as they may have directed) maintained with Euroclear, Clearstream, Luxembourg or other recognized and agreed clearing system. For purposes of this Agreement �Exchange Date� for any Series of Notes shall mean the first Busines s Day that is at least 40 days after the issue date of such Series; provided that in the event a Tranche of Additional Notes of the same Series is issued prior to the Exchange Date of a prior Tranche of such Series (as such Exchange Date may have been extended pursuant to this sentence), such Exchange Date shall be extended (or further extended, as the case may be) to a date not earlier than 40 days after the issue date of such subsequent Tranche; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. No such exchange will be made on a day that is not a London Business Day, but shall instead be made on the next succeeding day that is a London Business Day. For the purposes of this Clause 3(c) �London Business Day� means a day upon which banks are generally open for business (including dealings in foreign currency) in London, England.

(d)      Exchange of temporary global Notes; certification requirements.  On or up to 10 days prior to the Exchange Date for any Series of Notes held in temporary global form, the holders of such temporary global Note shall deliver to Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit B-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent, and each other paying agent of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. On or after the

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Exchange Date for any Series of Notes, upon the request of the Common Depositary (in the case of a CGN) or the common service provider as described in Appendix 1 hereto (a �Common Service Provider�) (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal and Paying Agent shall authenticate a permanent global Note in bearer form or (if specified in the applicable Corporate Order) definitive Bearer Notes and/or definitive Registered Notes in the amounts requested in an aggregate principal amount equal to the aggregate principal amount of the temporary global Note beneficially owned by such owners, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto. Such permanent global Note, if any, shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with the Common Depositary (if the permanent global Note is a CGN) or the Common Safekeeper (if the permanent global Note is a NGN) for the accounts of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN) for credit to the respective accounts of such holders. In the case of a permanent global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent shall instruct the Common Safekeeper to effectuate the same.

Upon any such exchange of all or a portion of a temporary global Note for a permanent global Note or definitive Notes, the Fiscal and Paying Agent shall (i) in the case of a permanent global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange or (ii) in the case of any global Note which is a CGN, procure that the relevant global Note be endorsed by the Fiscal and Paying Agent or its duly authorized attorney-in-fact to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such permanent global Note or definitive Notes as to which certification has been provided as set forth in the preceding paragraph.

(e)    Delivery of authenticated global Note by electronic means.  Where the Fiscal and Paying Agent delivers any authenticated global Note which is either an NGN or a global Registered Note issued under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy such global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant global Note has been effectuated.

(f)    Exchange of permanent global Note; certification requirements.  Holders of Notes desiring to exchange their interests in any permanent global Note for definitive Notes in bearer form or (if the relevant Corporate Order so allows) for definitive Notes in registered form shall instruct Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, to request such exchange on their behalf and shall deliver to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit C-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent and each other paying agent of the relevan t Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Upon the request of the Common Depositary (in the case of a CGN) or the Common Service Provider (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal and Paying Agent shall, upon 30 days� written notice, authenticate and deliver outside the United States and outside the jurisdiction of incorporation or organization of the relevant Issuer (except in compliance with the securities and other laws and

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regulations of such jurisdiction, including any applicable laws and regulations of any political subdivision thereof) to or for the account of such holders, definitive Notes in an aggregate principal amount equal to the aggregate principal amount of such permanent global Note, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit C-2 hereto. All expenses incurred as a result of any such exchange shall be paid by the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Notwithstanding anything to the contrary contained in this subsection 3(e), the Fiscal Agent shall not be required to exchange the entire aggregate principal amount of a permanent global Note for definitive Bearer Notes in the event holders of less than the entire aggregate principal amount of the permanent global Note have requested definitive Bearer Notes, provided the operating rules and regulations of the clearance system then in effect would permit less than the entire aggregate principal amount of the permanent global Note to be so exchanged.

Each permanent global Note shall in all respects be entitled to the same benefits under this Agreement as definitive Notes authenticated and delivered hereunder.

Any certification referred to in Section 3(c) or (d) above which is delivered to the Fiscal and Paying Agent by Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, may be relied upon by the Fiscal and Paying Agent as conclusive evidence that the corresponding certification or certifications of the holder or holders have been delivered to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, pursuant to the terms of this Agreement and the terms of the Notes.

(g)    Authentication of Registered Notes.  If so specified in the applicable Corporate Order, Notes of any Series may be issued in fully registered form. Such Corporate Order will specify whether Registered Notes of such Series may be issued in exchange for Bearer Notes of such Series and whether the Notes of such Series may initially be issued in permanent global or definitive form. In the case of permanent global Registered Notes, (i) if the global Registered Note is intended to be issued under the CSS, it shall be registered in the name of a nominee for and deposited with the Common Depositary for the accounts of Euroclear, Clearstream, Luxembourg, and/or another recognized clearance system, or (ii) if the global Registered Note is intended to be issued under the NSS, it shall be registered in the name of a nominee of the Common Safekeeper for Euroclear and Clearstream, Luxembourg, in each case for credit to the respective securities clearance accounts of the relevant Dealer (or to such other accounts as they may have directed) maintained with Euroclear, Clearstream, Luxembourg, another clearance system or The Depository Trust Company in New York City for credit to the respective accounts of the relevant Dealers (or to such other accounts as they may have directed) maintained with The Depository Trust Company or such other clearance and settlement organization as is specified in the applicable Corporate Order. Unless otherwise specified in the applicable Corporate Order or by the relevant Dealer or Dealers, each Tranche of global Registered Notes, shall initially be issued in the form of a single global Registered Note. The global Registered Note shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Pay ing Agent, upon the same conditions, in substantially the same manner and with the same effect as any definitive Registered Notes, and shall be registered in the name of a nominee for, and deposited with the Common Depository (if the global Registered Note is issued under the CSS) or the Common Safekeeper (if the global Registered Note is issued under the NSS) for the accounts of Euroclear and Clearstream, Luxembourg or any other recognized and agreed clearing system (in the case of a CSS). If the global Registered Note is intended to

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be a Eurosystem-eligible NSS, the Fiscal and Paying Agent will instruct the Common Safekeeper to effectuate the same.

4.      Exchange and Registration of Transfer of Notes.

(a)    Exchange of Registered Notes.  Registered Notes of any Series may be exchanged for a like aggregate principal amount of Registered Notes of the same Series of other authorized denominations. Bearer Notes will not be issuable in exchange for Registered Notes.

If so provided in the relevant Corporate Order, Bearer Notes of any Series (with all unmatured coupons, if any, and all matured coupons, if any, then in default, attached thereto) will be exchangeable (upon the terms, set forth in Section 3) for Registered Notes of the same Series of any authorized denominations and in an equal aggregate principal amount. Bearer Notes surrendered in exchange for Registered Notes after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the coupon relating to such date for payment of interest.

Notes to be exchanged pursuant to the preceding two paragraphs shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for such purpose in accordance with the provisions of Section 5 or at any of such other offices or agencies as may be designated and maintained by such Issuer and the Guarantor for such purpose in accordance with the provisions of Section 5, and such Issuer shall execute and register, the Guarantor shall cause the Guarantee to be endorsed thereon and the Fiscal and Paying Agent shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. The term �Noteholder,� �holder of Notes,� or other similar terms, shall mean, (a) with respect to any Registered Note, the person in whose name at the time such Registered Note is registered on the books of the relevant Issuer kept for that purpose in accordance with the terms hereof or (b) with respect to any Bearer Note, the bearer thereof. Each person designated by the relevant Issuer as a person authorized to register and register transfer of the Notes is sometimes herein referred to as a �Registrar.� In no event shall such Issuer designate more than one Registrar for each Series of Registered Notes. No person shall at any time be designated as or act as a Registrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.

(b)    Transfers of Registered Notes.  Each Registrar shall keep, at each such office or agency outside of the United Kingdom, a register for each Series of Notes (for which it has been appointed Registrar) issuable in registered form (the registers of all Registrars being herein sometimes collectively referred to as the �Register�) in which, subject to such reasonable regulations as it may prescribe, the Registrar shall register Registered Notes and shall register the transfer of Registered Notes as herein provided. The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Register shall be open for inspection by the relevant Issuer, the Guarantor, the Fiscal and Paying Agent and any Registrar. Upon due presentment for registration of transfer of any Registered Note of any Series at any designated office or agency, such Issuer shall execute, the Guarantor shall (in the case of Notes issued by an Issuer other than GE Capital) cause the Guarantee to be endorsed thereon, the Registrar shall register and the Fiscal and

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Paying Agent shall authenticate and deliver in the name of the transferee or transferees a new Registered Note or Registered Notes of the same Series for an equal aggregate principal amount. Registration or registration of transfer of any Registered Note by any Registrar in the Register maintained by such Registrar, and delivery of such Registered Note, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Registered Note.

All Registered Notes presented for registration of transfer or for exchange, redemption, repayment or payment shall (i) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and the Registrar duly executed by, the holder or his attorney duly authorized in writing and (ii) be accompanied by a duly completed Form W-8BEN or other applicable form required by the United States Internal Revenue Code of 1986, as amended, of the transferee.

If so specified in the applicable Corporate Order, the transfer of some or all of the Registered Notes of any Series may be subject to the restrictions set forth therein. If so specified in such Corporate Order, the Registrar for such Notes shall not register the transfer of any such Notes absent compliance with such restrictions.

(c)    Exchange and transfer of Bearer Notes.  Bearer Notes in definitive form of any Series will be exchangeable for Bearer Notes in definitive form of the same Series in other authorized denominations, in an equal aggregate principal amount. Bearer Notes to be so exchanged shall be surrendered, at the option of the holders thereof, at the office of any Paying Agent appointed by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor to perform such service in accordance with the provisions of Section 5, and such Issuer shall execute, the Guarantor shall cause the Guarantee to be endorsed thereon and such Paying Agent shall authenticate and deliver in exchange therefor the Bearer Note or Notes which the Noteholder making the excha nge shall be entitled to receive. Bearer Notes and any coupons appertaining thereto will be transferable by delivery.

(d)    Repository of master list of holders of Registered Notes.  The relevant Issuer will at all times designate one person (who may be such Issuer and who need not be the Registrar of any Series) to act as repository of a master list of names and addresses of the holders of the Registered Notes. The Bank of New York Mellon (Luxembourg) S.A. shall act as such repository unless and until some other person is, by written notice from such Issuer to The Bank of New York Mellon (Luxembourg) S.A., copied to the fiscal and paying agent and each Registrar, designated by such Issuer to act as such. Such Issuer shall cause each Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such Registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable. For so long as any permanent global Registered Note is held under the NSS, a nominee for the Common Safekeeper for Euroclear and Clearstream, Luxembourg shall be the registered holder of such Notes and the permanent global Registered Note representing such Notes shall include a legend to the foregoing effect.

(e)    Miscellaneous.  Except as provided in Section 3(d), no service charge shall be made for any exchange or registration of transfer of Notes, but the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor may require payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in connection therewith.

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The relevant Issuer shall not be required (i) to issue, register the transfer of or exchange Notes to be redeemed for a period of fifteen calendar days preceding the first publication of the relevant notice of redemption, or if Registered Notes are outstanding and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Notes selected for redemption, in whole or in part, except the unredeemed portion of any such Registered Notes being redeemed in part, or (iii) to exchange any Bearer Notes selected for redemption, except that such Bearer Notes may be exchanged for Registered Notes of like tenor, provided that such Registered Notes shall be simultaneously surrendered for redemption or (iv) to register transfer of or exchange any Notes surrendered for optional repayment, in whole or in part.

Notwithstanding anything herein or in the terms of any Notes to the contrary, none of the relevant Issuer, the Fiscal and Paying Agent or any agent of such Issuer or the Fiscal and Paying Agent shall be required to exchange any Bearer Note for a Registered Note if such exchange would result in adverse income tax consequences to such Issuer (such as, for example, the inability of such Issuer to deduct from its income, as computed for income tax purposes, the interest payable on the Bearer Notes) under (i) then applicable United States Federal income tax laws, or (ii) in the case of an Issuer other than GE Capital, then applicable income tax laws or regulations of the jurisdiction of incorporation or organization of the Issuer or any political subdivision thereof or therein.

5.            Payments of Principal, Premium and Interest; Paying Agents.

(a)    Payment generally.  In order to provide for the payment of the principal of, premium and interest on each Series of Notes as the same shall become due and payable on any payment date, the relevant Issuer hereby agrees to pay to the Fiscal and Paying Agent at the place and in the manner specified below or to such account or at such offices of any paying agent outside of the United States and, in the case of Notes issued by an Issuer other than GE Capital, outside the jurisdiction of incorporation or organization of the relevant Issuer, as the Fiscal and Paying Agent shall specify in writing to such Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor, such writing to be delivered not less than five calendar days prior to the payment date, i n such currency or currency units as shall be required to make the payment due on such payment date, on each interest payment date and on the maturity date of such Series of Notes or any date fixed for redemption or acceleration of such Series of Notes (in each case determined in accordance with the terms of such Notes), in immediately available funds available on such interest payment, maturity, redemption or acceleration date, as the case may be, in an aggregate amount which (together with any funds then held by the Fiscal and Paying Agent and available for the purpose) shall be sufficient to pay the entire amount of the principal of, premium and interest on such Series of Notes (including Additional Amounts (as defined below), if any, becoming due on such interest payment, maturity, redemption or acceleration date), and the Fiscal and Paying Agent shall hold such amount in trust and apply it to the payment of any such principal, premium or interest on such interest payment, maturity, redemption or acceler ation date. Nothing contained herein shall be construed to require the Fiscal and Paying Agent or any other paying agent to make any payment to the holder of a Note until funds have been received from the relevant Issuer pursuant to this Section.

(b)    Payments on temporary global Notes; certification requirements.    Holders of any temporary global Note may receive interest payments prior to the Exchange Date of such temporary global Note; provided such holders deliver a certificate or certificates to Euroclear, Clearstream, Luxembourg or, if specified in the Corporate Order, other recognized clearing system substantially in the form set forth in Exhibit B-1 and instruct Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, to request such interest payment on their behalf. Upon the request of the Common

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Depositary (in the case of a CGN) or the Common Service Provider (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system, acting in turn on behalf of holders of Notes, the Fiscal and Paying Agent shall make payments of interest to the holders of interests in temporary global Notes, but only upon delivery by Euroclear, Clearstream, Luxembourg, or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto.

In the event of redemption or acceleration of all or any part of any temporary global Note prior to its Exchange Date, holders will be entitled to receive payment on or after the date fixed for such redemption or on which such acceleration occurs upon compliance by such holders and Euroclear, Clearstream, Luxembourg or other clearance system, as applicable, with the provisions of the preceding paragraph of this Section.

(c)    Payments on Registered Notes.    The person in whose name any Registered Note of a particular Series is registered at the close of business or on any Record Date (as hereinafter defined) with respect to any interest payment date for such Series shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Registered Note upon any registration of transfer or exchange subsequent to the Record Date and prior to such interest payment date; provided however, that (i) if and to the extent that the relevant Issuer shall default in the payment of the interest on such interest payment date, such defaulted interest shall be paid to the persons in whose names outstanding Registered Notes of such Series are registe red on a subsequent Record Date established by notice given by mail by or on behalf of such Issuer to the holders of such Registered Notes not less than 15 calendar days preceding such subsequent Record Date, such Record Date to be not less than five calendar days preceding the date or payment of such defaulted interest and (ii) interest payable at maturity, redemption or repayment of such Registered Note shall be payable to the person to whom principal shall be payable. The term �Record Date� as used in this Section with respect to any regular interest payment date, shall mean the calendar day preceding such interest payment date, whether or not such calendar day shall be a Business Day (as defined in Section 22).

Interest on Registered Notes may at the option of the relevant Issuer be paid by check mailed to the persons entitled thereto at their respective addresses as such appear in the Register, or, at the option of any holder of $5,000,000 (or the equivalent thereof in one or more foreign or composite currencies) or more aggregate principal amount of Registered Notes of any Series and subject to applicable laws and regulations, be made by transfer to an account denominated in the currency in which such payment is to be made, maintained by such holder, if appropriate wire transfer instructions have been received by such Issuer or its agent not less than 10 calendar days prior to the applicable interest payment date.

(d)    Payments on Bearer Notes.    Payments on Bearer Notes or the coupons appertaining thereto will, upon presentation of such Notes or coupons at a designated office outside of the United States, at the holder�s option and subject to applicable laws and regulations, be made by check or wire transfer to an account denominated in the Specified Currency (unless otherwise provided in the applicable Corporate Order) in which such payment is to be made, maintained by such holder with a bank outside the United States and (in the case of Notes issued by an Issuer other than GE Capital) outside the jurisdiction of organization of the Issuer, if appropriate wire transfer instructions have been received by the relevant Issuer or its agent not less than 10 calendar days prio r to the applicable interest payment date.

The relevant Issuer will maintain one or more offices or agencies in a city or cities located outside the United States and (in the case of Notes issued by an Issuer other than GE Capital) outside the

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country of incorporation or organization of the relevant Issuer (including any city or country in which such an agency is required to be maintained under the rules of any stock exchange on which any of the Notes are listed) where any Bearer Notes issued hereunder and coupons, if any, appertaining thereto may be presented for payment. No payment on any Bearer Note or coupon will be made upon presentation of such Bearer Note or coupon at an agency of the relevant Issuer or the Guarantor within the United States or (in the case of Notes issued by an Issuer other than GE Capital) within the country of incorporation or organization of the relevant Issuer nor will any payment be made by transfer to an account in, or by check mailed to an address in, the United States or (in the case of Notes issued by an Issuer other than GE Capital) in the country of incorporation or organization of the relevant Is suer unless pursuant to applicable United States law or the laws or regulations of the country of incorporation or organization of the relevant Issuer or any political subdivision thereof or therein (in the case of Notes issued by an Issuer other than GE Capital) then in effect, such payment can be made without adverse tax consequences to such Issuer. Notwithstanding the foregoing, (a) payments in U.S. dollars on Bearer Notes and coupons appertaining thereto may be made at an agency of such Issuer maintained in the Borough of Manhattan, The City of New York if such payment in U.S. dollars at each agency maintained by such Issuer outside the United States for payment on such Bearer Notes is illegal or effectively precluded by exchange controls or other similar restrictions, (b) payments in Canadian dollars on Bearer Notes and Coupons appertaining thereto may be made at an agency of such Issuer maintained in the City of Toronto if such payment in Canadian dollars at each agency maintained by such Iss uer outside Canada for payment on such Bearer Notes is illegal or effectively precluded by exchange controls or similar restrictions, and (c) (in the case of Notes issued by an Issuer other than GE Capital) payments in such other currencies on Bearer Notes and Coupons appertaining thereto may be made at such location within the country of incorporation or organization of the relevant Issuer (other than the United States) as may be specified in the applicable Corporate Order or otherwise as permitted by applicable laws and regulations of such country or any political subdivision thereof or therein.

(e)    Place of payment.  As long as any Registered Notes remain outstanding hereunder, the relevant Issuer will designate and maintain in London, England an office or agency where such Registered Notes may be presented for payment, and where such Notes may be presented for registration of transfer and for exchange as provided in this Agreement and, for so long as any Registered Notes are listed and/or admitted to trading on or by any stock exchange, competent authority and or market there will at all times be an office or agency for such purposes with a specified office in each location required by the rules and regulations of the relevant stock exchange(s), competent authority(ies) and/or market(s), provided always that the Register for such Registered Notes shall be maintained ou tside of the United Kingdom.

The relevant Issuer may from time to time designate one or more additional offices or agencies where Notes and any coupons appertaining thereto may be presented for payment, where Notes may be presented for exchange as provided in this Agreement and where Registered Notes may be presented for registration of transfer as in this Agreement provided, and such Issuer may from time to time rescind any such designation, as such Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve such Issuer of its obligation to maintain the agencies provided for in this Section. Such Issuer will give to the Fiscal and Paying Agent prompt written notice of any such designation or rescission thereof.

The relevant Issuer will give to the Fiscal and Paying Agent written notice of the location of each such office or agency and of any change of location thereof. In case such Issuer shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be

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made and notices may be served at the principal office of the Fiscal and Paying Agent in London, England.

The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor hereby initially designates the offices of The Bank of New York Mellon (Luxembourg) S.A. as the office or agency where Registered Notes may be presented for payment, for registration of transfer and for exchange as in this Agreement provided. Such office of The Bank of New York Mellon (Luxembourg) S.A. is also designated as repository pursuant to Section 4 for the master list of the names and addresses of the holders of Registered Notes.

(f)      Payments by the Guarantor.   If the relevant Issuer shall fail to provide for the amounts payable on any Notes issued by an Issuer other than GE Capital, or coupons appertaining thereto, if any, the Guarantor shall, subject to its right to avail itself of defenses under all relevant laws for the prescription of actions in respect of such Notes and coupons appertaining thereto, forthwith upon receipt of notice of such failure from the Fiscal and Paying Agent (who shall give such notice forthwith upon such failure) deliver or cause to be delivered to the Fiscal and Paying Agent the amount thereof (to the extent that the same has not then been delivered by the relevant Issuer), which amount shall be held and applied in payment of such amounts by the Fiscal Agent and Paying Agent in all respects as if received from the relevant Issuer under this Agreement.

(g)      Taxes; foreign exchange clearance.   The Fiscal Agent hereby agrees to use its best efforts to obtain, prior to any payment date on the Notes, any tax or foreign exchange clearance or other authorization required under the laws of the United States or of the country of incorporation or organization of the relevant Issuer (in the case of Notes issued by an Issuer other than GE Capital) or any political subdivision thereof or therein or any applicable foreign country or other authority with respect to the payment to be made on the Notes on such date.

6.        Redemption; Sinking Funds; Repayment at the Option of the Holder.

(a)      The provisions of this Section shall be applicable, as the case may be, (i) to any Notes which are redeemable or subject to repayment at the option of the holder before their maturity and (ii) to any sinking fund for the retirement of any Notes, in either case except as otherwise specified as contemplated by Section 2 for any Series of Notes.

The minimum amount of any sinking fund payment provided for by the terms of any Notes is herein referred to as a �mandatory sinking fund payment,� and any payment in excess of such minimum amount provided for by the terms of such Notes is herein referred to as an �optional sinking fund payment.�

In case the relevant Issuer shall desire to exercise any right to redeem all, or, as the case may be, any part of, the Notes of any Series in accordance with their terms, it shall fix a date for redemption. Notice of redemption to the holders of Registered Notes to be redeemed in whole or in part at the option of such Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such holders at their last addresses as they shall appear in the Register. Notice of redemption to holders of Bearer Notes shall be published in one leading English language daily newspaper with general circulation in London, England or, if publication in London is not practical, elsewhere in Western Europe. Notice of redemption to holders of Bearer Notes that have been listed on any stock exchange, competent authority

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and/or market shall be published in accordance with the applicable rules and regulations promulgated by such exchange, competent authority and/or market. The term �daily newspaper� shall mean a newspaper customarily published on each business day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions. Such notice is expected to be published in the Financial Times, and shall be published at least once a week for three successive weeks prior to the date fixed for redemption, the first such publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. If by reason of the temporary or permanent suspension of publication of any newspaper or by reason of any other cause, it shall be impossible to make publication of such notice in a daily newspaper as herein provided, then such publication or other notic e in lieu thereof as shall be made by the Fiscal and Paying Agent shall constitute sufficient publication of such notice, if such publication or other notice shall, so far as may be possible, approximate the terms and conditions of the publication in lieu of which it is given. The Fiscal and Paying Agent shall promptly furnish to the relevant Issuer and to each other paying agent of such Issuer a copy of each notice of redemption so published. Any notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give notice or any defect in the notice to the holder of any Note of a Series designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note of such Series.

Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which the Notes of such Series are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes and, in the case of Notes issued with coupons, of all coupons appertaining thereto maturing after the date fixed for redemption, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Notes of a Series are to be redeemed the notice of redemption shall specify the number or numbers of the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be re deemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes of the same Series in principal amount equal to the unredeemed portion thereof, together with any unmatured coupons appertaining thereto, will be issued.

On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the relevant Issuer will deposit with the Fiscal and Paying Agent or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Notes or portions thereof so called for redemption, together with accrued interest to the date fixed for redemption. If less than all the Notes of a Series are to be redeemed such Issuer will give the Fiscal and Paying Agent notice not less than 60 days prior to the redemption date as to the aggregate principal amount of Notes of such Series to be redeemed and the Fiscal and Paying Agent shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Notes or portions thereof to be redeemed. Notes of a Series may be redeemed in part only in multipl es of the smallest authorized denomination of that Series.

(b)      If notice of redemption has been given as provided in this Section, the Notes or portions of Notes of the Series with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price together with any interest accrued to the date fixed for redemption, and on and after said date (unless the relevant Issuer shall default in the payment of Notes or portions of such Notes, together with any interest accrued to said date) any interest on the Notes or portions of Notes of such Series so called for redemption shall cease to accrue, and the unmatured coupons, if any, appertaining thereto shall be void. On presentation and

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surrender of such Notes at a place of payment in said notice specified, together with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, the said Notes or the specified portions thereof shall be paid and redeemed by the relevant Issuer at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption; provided, however, that payment of interest becoming due on the date fixed for redemption shall be payable in the case of Notes with coupons attached thereto, to the holders of the coupons for such interest upon surrender thereof, and in the case of Registered Notes, to the persons to whom the principal thereof shall be payable.

If any Note issued with coupons is surrendered for redemption and is not accompanied by all appurtenant coupons maturing after the date fixed for redemption, the surrender of such missing coupon or coupons may be waived by the relevant Issuer and the Fiscal and Paying Agent, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Upon presentation of any Note redeemed in part only, the relevant Issuer shall execute and the Fiscal and Paying Agent shall authenticate and deliver to the holder thereof, at the expense of such Issuer, a new Note or Notes of the same Series, of authorized denominations, together with all unmatured coupons, if any, appertaining thereto, in aggregate principal amount equal to the unredeemed portion of the Note so presented.

In lieu of making all or any part of any mandatory sinking fund payment with respect to any Notes in cash the relevant Issuer may at its option (a) deliver to the Fiscal and Paying Agent Notes, together with all unmatured coupons, if any, appertaining thereto, of the same Series theretofore purchased or otherwise acquired by such Issuer, or (b) receive credit for the principal amount of Notes of the same Series which have been redeemed either at the election of such Issuer pursuant to the terms of such Notes or through the application of permitted optional sinking fund payments pursuant to the terms of such Notes; provided that such Notes have not previously been so credited. Such Notes shall be received and credited for such purpose by the Fiscal and Paying Agent at the redemption price specified in such Notes for redemption through operation of the sinking fund an d the amount of such mandatory sinking fund payment shall be reduced accordingly.

Not less than 60 days prior to each sinking fund payment date for any Notes, the relevant Issuer will deliver to the Fiscal and Paying Agent a certificate signed by an Issuer Authorized Representative specifying the amount of the next ensuing sinking fund payment for such Notes pursuant to the terms thereof, the portion thereof, if any, which is to be satisfied by payment of cash (which cash may be deposited with the Fiscal and Paying Agent or with one or more paying agents) and the portion thereof, if any, which is to be satisfied by delivering and crediting Notes of the same Series pursuant to this Section (which Notes, if not theretofore delivered, will accompany such certificate) and whether such Issuer intends to exercise its right to make a permitted optional sinking fund payment with respect to such Notes. Such certificate shall also state that no Event of Default (as defined in Section 8 below) has occurred and is continuing with respect to such Notes. Such certificate shall be irrevocable and upon its delivery the relevant Issuer shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the relevant Issuer to deliver such certificate (or to deliver the Notes specified in this paragraph), the sinking fund payment due on the next succeeding sinking fund payment date for such Notes shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Notes subject to a mandatory sinking fund payment without the option to deliver or credit Notes as provided in this Section and without the right to make any optional sinking fund payment, if any, with respect to such Notes.

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Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed 100,000 units of the Specified Currency with respect to the particular Series (or a lesser sum if the relevant Issuer shall so request or determine) with respect to any Notes shall be applied by the Fiscal and Paying Agent on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Notes at the redemption price specified in such Notes for operation of the sinking fund together with accrued interest, if any, to the date fixed for redemption. Any sinking fund moneys not so applied or allocated by the Fiscal and Paying Agent to the redempti on of Notes shall be added to the next cash sinking fund payment received by the Fiscal and Paying Agent for such Notes and, together with such payment (or such amount so segregated) shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys with respect to any Notes held by the Fiscal and Paying Agent on the last sinking fund payment date with respect to such Notes and not held for the payment or redemption of particular Notes of such Series shall be applied by the Fiscal and Paying Agent, together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Notes of that Series at maturity.

The Fiscal and Paying Agent shall select or cause to be selected the Notes to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of subsection (a) and the relevant Issuer shall cause notice of the redemption thereof to be given in the manner provided in subsection (b) except that the notice of redemption shall also state that the Notes are being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Notes shall be made upon any Series of Notes the terms and in the manner stated in subsection (b).

On or before each sinking fund payment date, the relevant Issuer shall pay to the Fiscal and Paying Agent in cash a sum equal to any interest accrued to the date fixed for redemption of Notes or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section.

Neither the Fiscal and Paying Agent nor the relevant Issuer shall redeem any Notes of any Series with sinking fund moneys or give any notice of redemption of such Notes by operation of the sinking fund for such Series during the continuance of a default in payment of interest, if any, on such Notes or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to Notes of such Series, except that if the notice of redemption of any such Notes shall theretofore have been given in accordance with the provisions hereof, the Fiscal and Paying Agent shall redeem such Notes if cash sufficient for that purpose shall be deposited with the Fiscal and Paying Agent for that purpose in accordance with the terms of this Section. Except as aforesaid, any moneys in the sinking fund for Notes of such Series at the time when any such defau lt or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default, be held as security for the payment of such Notes; provided, however, that in case such default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for Notes of such Series on which such moneys may be applied pursuant to the provisions of this Section.

(c)      Any Series of Notes may be made, by provision contained in or established pursuant to a Corporate Order pursuant to Section 2(c) hereof, subject to repayment, in whole or in part, at the option of the holder on a date or dates specified prior to maturity, at a price equal to 100% of the principal amount thereof, together with accrued interest to but excluding the date of repayment, on such notice as may be required, provided, however, that the holder of a Note of such Series may only elect partial repayment in

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an amount that will result in the portion of such Note that will remain outstanding after such repayment constituting an authorized denomination, or combination thereof, of Notes of such Series.

7.        Mutilated, Destroyed, Stolen or Lost Notes.

(a)      The Fiscal and Paying Agent is hereby authorized to authenticate (and instruct the Common Safekeeper to effectuate any Eurosystem-eligible NGN) and deliver from time to time Notes of any Series, with all unmatured coupons attached, in exchange for or in lieu of Notes of such Series which become mutilated, defaced, destroyed, stolen or lost or Notes of such Series to which mutilated, defaced, destroyed, stolen or lost coupons appertain. In every case the applicant for a substituted Note of such Series or coupon appertaining thereto shall furnish to the relevant Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and to the Fiscal and Paying Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to such Issuer, the Guarantor and to the Fiscal and Paying Agent evidence to their satisfaction of the destruction, loss or theft of such Note or coupon and of the ownership thereof. Each Note authenticated, effectuated (as applicable) and delivered in exchange for or in lieu of any such Note shall carry all the rights to interest accrued and unpaid and to accrue which were carried by such Note and shall have attached thereto coupons such that neither gain nor loss in interest shall result from such exchange or substitution.

Upon the issuance of any substituted Note or coupon, the relevant Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Note or coupon which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the relevant Issuer may, instead of issuing a substituted Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note or coupon) if the applicant for such payment shall furnish to such Issuer, the Guarantor and to the Fiscal and Paying Agent such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to such Issuer, the Guarantor and the Fiscal and Paying Agent of the dest ruction, loss or theft of such Note or coupon and the ownership thereof.

(b)      All Notes and coupons surrendered for payment, redemption, repayment, exchange or registration of transfer or for credit against any sinking fund shall be delivered to, or to the order of, the Fiscal and Paying Agent for cancellation. The Fiscal and Paying Agent shall cancel and destroy, or procure the cancellation and destruction of, all such Notes and coupons and shall deliver a certificate of destruction to the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. In the case of any global Note initially issued in temporary global form, which shall be destroyed by the Fiscal and Paying Agent upon exchange in full, the certificate of destruction shall state that a certification in the form required pursuant to the terms of such global Note was received with respect to each portion thereof e xchanged for an interest in a Note in permanent global form or in definitive form. The Fiscal and Paying Agent is authorized by the relevant Issuer and instructed to, in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect any such cancellation, as the case may be.

8.        Events of Default.    The term �Events of Default� whenever used herein with respect to Notes of any Series which are expressed in the relevant Final Terms or Securities Note, as the case may be, as being senior and unsubordinated notes means any one of the following events and such other events as may be established with respect to the Notes of such Series as contemplated by Section 2 hereof,

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continued for the period of time, if any, and after the giving of notice, if any, designated in this Agreement or as may be established with respect to such Notes as contemplated by Section 2 hereof, as the case may be, unless it is either inapplicable or is specifically deleted or modified in the applicable Corporate Order under which such Series of Notes is issued, as the case may be, as contemplated by Section 2:

(i) default in the payment of any installment of interest (including Additional Amounts) upon any Note of such Series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(ii) default in the payment of the principal of, or premium, if any, on any Note of such Series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration, repayment or otherwise; or

(iii) default in the making or satisfaction of any sinking fund payment or analogous obligation as and when the same shall become due and payable by the terms of any Notes of such Series; or

(iv) failure on the part of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor duly to observe or perform any other of the covenants or agreements on the part of such Issuer or the Guarantor in respect of the Notes of such Series contained in such Notes or this Agreement (other than a covenant or agreement in respect of the Notes of such Series a default in whose observance or performance is elsewhere in this Section specifically dealt with) continued for a period of 60 days after the date on which written notice of such failure, requiring such Issuer or the Guarantor to remedy the same, shall have been given to such Issuer, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; or

(v) an event of default with respect to any other Series of Notes issued or hereafter issued pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which GE Capital has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to the relevant Issuer, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GE Capital, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without

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further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(vi) in the case of Notes issued by GE Capital Australia Funding, an event of default with respect to any other Series of Notes issued or hereafter issued by GE Capital Australia Funding pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which GE Capital Australia Funding has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least A$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, of GE Capital Australia Funding shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice t hereof shall have been given to GE Capital Australia Funding, as the case may be, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GE Capital Australia Funding or the Guarantor, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(vii) in the case of Notes issued by GE Capital Canada Funding, an event of default with respect to any other Series of Notes issued or hereafter issued by GE Capital Canada Funding pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which GE Capital Canada Funding has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least C$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, of GE Capital Canada Funding shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to GE Capital Canada Funding, as the case may be, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GE Capital Canada Funding or the Guarantor, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured

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or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(viii) in the case of Notes issued by an Irish Issuer, an event of default with respect to any other Series of Notes issued or hereafter issued by such Irish Issuer pursuant to this Agreement or as defined in any indenture or instrument evidencing or under which such Irish Issuer has at the date of this Agreement or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least U.S.$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other Series of Notes or such indebtedness, as the case may be, of such Irish Issuer shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to such Irish Issuer, as the case may be, the Guarantor and the Fiscal and Paying Agent by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such Series at the time outstanding; provided, however, that if such event of default with respect to such other Series of Notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by such Irish Issuer or the Guarantor, or timely waived by the holders of such other Series of Notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal and Paying Agent or any of the Noteholders of such Series; or

(ix) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging GE Capital bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of GE Capital under the United States Federal Bankruptcy Code or any other similar applicable United States Federal or State law, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of GE Capital or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or

(x) GE Capital shall institute proceedings to be adjudicated voluntarily bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under the United States Federal Bankruptcy Code or any other similar applicable United States Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pays its debts generally as they become due; or

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(xi) in the case of Notes issued by GE Capital Australia Funding, GE Capital Australia Funding shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator or any other officer with similar powers shall be appointed with respect to GE Capital Australia Funding or all or substantially all of the property of GE Capital Australia Funding, and, in all such cases, continues both undischarged and unstayed for a period of 90 days; or

(xii) in the case of Notes issued by GE Capital Canada Funding, any of the following events shall occur: (A) an order shall be made or an effective resolution be passed for the winding-up or liquidation or dissolution of GE Capital Canada Funding by operation of law, except in the course of carrying out, or pursuant to, a reconstruction, reorganization, consolidation, merger, amalgamation, transfer, sale, conveyance, lease or other disposition contemplated in or permitted under this Agreement; (B) GE Capital Canada Funding shall make a general assignment for the benefit of its creditors or a proposal under applicable bankruptcy legislation, or if an effective resolution be passed by GE Capital Canada Funding to give effect to any of the foregoing; or (C) GE Capital Canada Funding shall be declared bankrupt, or if a custodian or sequestrator or a receiver and manager or any other officer with similar powers shall be appointed of GE Capital Canada Funding or of all or substantially all of the property of GE Capital Canada Funding, and, in all such cases, such continues both undischarged and unstayed for a period of 90 days; or

(xiii) in the case of Notes issued by an Irish Issuer, such Irish Issuer shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator, examiner or any other official with similar powers shall be appointed with respect to such Irish Issuer or all or substantially all of the property of such Irish Issuer, and, in all such cases, continues both undischarged and unstayed for a period of 90 days; or

(xiv) any other Event of Default provided in the applicable Corporate Order under which such Series of Notes is issued as contemplated by Section 2(c); or

(xiii) with respect to each Additional Issuer acceding hereto pursuant to Section 19 hereof, such Events of Default to the foregoing effect as are provided in the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof and any other Events of Default provided in the applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof.

If an Event of Default with respect to Notes of any Series at the time outstanding occurs and is continuing, then and in each and every case, unless the principal of the Notes of such Series shall have already become due and payable, each Note of such Series shall, at the option of and upon written notice to the relevant Issuer, the Guarantor and the Fiscal and Paying Agent by the then holder thereof, mature and become due and payable upon the date that such written notice is received by such Issuer, the Guarantor and the Fiscal and Paying Agent at a price equal to 100% of the principal amount thereof (or, if such Note provides for an amount less than the principal amount thereof to be due and payable upon redemption or a declaration of acceleration of the maturity thereof pursuant to this Section (hereinafter an

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�Original Issue Discount Note�), such portion of the principal amount as may be specified in the terms of such Note), together with accrued interest to such date, upon presentation and surrender of such Note and all coupons appertaining thereto maturing after such date, unless prior to such date all Events of Default in respect of all such Notes of such Series shall have been cured.

9.        Additional Payments; Tax Redemption.

(a)      U.S. Additional Amounts. The relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the �U.S. Additional Amounts� and, together with the Australian Additional Amounts, the Canadian Additional Amounts, the Irish Additional Amounts and Other Additional Amounts (as such terms are hereinafter defined), the �Additional Amounts�) to the holder of any Note of any Series or of any interest coupon appertaining thereto who is a United States Alien (as defined below) as may be necessary in order that every net payment of the principal of, premium and interest, including original issue discount, on such Note and any oth er amounts payable on such Note, after withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note or coupon to be then due and payable. However, the relevant Issuer or the Guarantor, as the case may be, will not be required to make any payment of U.S. Additional Amounts to any such holder for or on account of:

(i) any such tax, assessment or other governmental charge which would not have been so imposed but for (1) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (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 (2) the presentation by the holder of any such Note or coupon 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;

(ii) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

(iii) any tax, assessment or other governmental charge imposed by reason of such holder�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;

(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;

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(v) any tax, 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 United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge;

(vi) any tax, assessment or other governmental charge imposed by reason of such holder�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 relevant Issuer or of the Guarantor or as a direct or indirect subsidiary of the relevant Issuer or of the Guarantor;

(vii) any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Note or coupon, if such payment can be made without such deduction or withholding by any other Paying Agent; or

(viii) any combination of any of items (i), (ii), (iii), (iv), (v), (vi) and (vii);

nor shall U.S. Additional Amounts be paid with respect to any payment on any such Note to a United States Alien 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 United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the U.S. Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Note.

The term �United States Alien� means a beneficial owner of a Note that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

(b)        Australian Additional Amounts.    All payments of principal and interest in respect of Notes issued by GE Capital Australia Funding and any coupons relating thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In that event, GE Capital Australia Funding or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the right of redemption of GE Capital Australia Funding referred to above in Section 6 - �Redemption; Sinking Funds; Repayment at the Option of the Holder�) such additional amounts (the �Australian

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Additional Amounts�) as may be necessary in order that the net amounts received by the holders of such Notes or coupons after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of the Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Australian Additional Amounts shall be payable with respect to any Note or coupon presented for payment:

  (i)        by or on behalf of a holder who is subject to such taxes, duties, assessments or governmental charges by reason of his being resident or deemed to be resident in Australia or otherwise than merely by the holding or use or deemed holding or use outside Australia or ownership as a non-resident of Australia of such Notes or coupons; or

  (ii)       by or on behalf of a holder who is a resident of Australia where no additional amount would have been required to be paid had a tax file number, Australian business number or other exemption details been quoted to GE Capital Australia Funding in respect of the relevant Note before the due date for payment in respect of the relevant Note (�resident�, �tax file number� and �Australian business number� having the same meaning for this purpose as they have in the Income Tax Assessment Act 1936 (the �Australian Tax Act�), Income Tax Assessment Act 1997 and the Taxation Administrative Act 1953 (each as amended) of Australia); or

  (iii)      by or on behalf of a holder who is subject to such taxes, duties, assessments or government charges which would not have been so imposed but for the presentation by the holder of any such Note or coupon for payment on a date more than 15 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; or

  (iv)      if the holder of such Note or coupon or any entity which directly or indirectly has an interest in or right in respect of such Note or coupon is a �resident of Australia� or a �non-resident� who is engaged in carrying on business in Australia at or through a �permanent establishment� of that non-resident in Australia (the expressions �resident of Australia�, �non-resident� and �permanent establishment� having the meanings given to them by the Australian Tax Act) if, and to the extent that, Section 126 of the Australian Tax Act (or any equivalent provision) requires GE Capital Australia Funding to pay income tax in respect of interest payable on such Note or coupon and the income tax would not be payable were the holder o r such entity not such a �resident of Australia� or �non-resident�; or

  (v)        by or on behalf of a holder who is an associate of GE Capital Australia Funding within the meaning of Section 128F of the Australian Tax Act where interest withholding tax is payable in respect of that payment by reason of Section 128F(6) of that Act.

(c)        Canadian Additional Amounts.   All payments of principal and interest in respect of Notes issued by GE Capital Canada Funding and any interest coupons appertaining thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Canada or any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, GE C apital Canada Funding (in the case of

25

Notes issued by GE Capital Canada Funding) or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the right of redemption of GE Capital Canada Funding referred to in paragraph (h) below such additional amounts (the �Canadian Additional Amounts�) as may be necessary in order that the net amounts received by the holders of Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of such Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Canadian Additional Amounts shall be payable with respect to any such Note or coupon presented for payment:

    (i)        by or on behalf of a holder who is subject to such taxes, duties, assessments or charges otherwise than merely by the holding or use or deemed holding or use outside Canada or ownership as a non-resident of Canada of such Note or coupon; or

    (ii)       by or on behalf of a holder in respect of whom such taxes, duties, assessments or charges are required to be withheld or deducted by reason of the holder being a person with whom GE Capital Canada Funding is not dealing at arm�s length (within the meaning of the Income Tax Act (Canada)); or

    (iii)      more than 15 days after the Relevant Date (as defined below), except to the extent that the holder thereof would have been entitled to such Canadian Additional Amounts on presenting such Note or coupon for payment on the last day of such period of 15 days.

The term �Relevant Date� means the later of (i) the date on which payment in respect of the relevant Note or Coupon becomes due and payable; and (ii) if the full amount of the moneys payable on such date has not been received by the Fiscal and Paying Agent on or prior to such date, the date on which the full amount of such moneys having been so received, notice of such receipt is duly published in accordance with the terms set out under Section 20- �Notices to Parties� below.

(d)        Irish Additional Amounts.   All payments of principal and interest in respect of Notes issued by an Irish Issuer will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Ireland or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, the relevant Irish Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (su bject to the Issuer�s right of redemption referred to above) such additional amounts (the �Irish Additional Amounts�) as may be necessary in order that the net amounts received by the holder of such Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received in respect of such Notes or the coupons appertaining thereto, as the case may be, in the absence of such withholding or deduction, except that no Irish Additional Amounts shall be payable with respect to any such Note or a coupon appertaining thereto presented for payment:

    (i)        by or on behalf of a holder who is subject to such taxes, duties, assessments or charges otherwise than merely by the holding or use or deemed holding or use outside Ireland or ownership as a non-resident of Ireland of such Notes or coupon appertaining thereto;

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    (ii)       by or on behalf of a holder who is subject to such taxes, duties, assessments or charges or government charges which would not have been so imposed but for the presentation by the holder of any such Note or coupon for payment on a date more than 15 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; or

    (iii)      by or on behalf of a holder who is subject to such taxes, duties, assessments or charges or government chargers which are deducted or withheld by an Irish paying agent, if the payment could have been made by another paying agent without such deduction or withholding.

There is also no obligation of an Irish Issuer or the Guarantor to pay such Irish Additional Amounts if such deduction or withholding taxes, duties or governmental charges could be prevented or reduced by the fulfillment of information or other obligations.

(e)        European Union. The relevant Issuer or Guarantor, as the case may be, will not be required to make any payment of Additional Amounts to any such holder for or on the account of:

    (i)        any tax, duty, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, or interest on, any Note, if such payment can be made without such withholding by any other Paying Agent in a member state of the European Union; or

    (ii)       any tax, duty, assessment or other governmental charge required to be imposed or withheld on a payment to an individual and which is required to be made pursuant to any European Union Directive on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive.

(f)        Other Additional Amounts.   In the case of Notes issued by an Additional Issuer acceding to this Agreement pursuant to Section 19 hereof, all payments of principal and interest in respect of Notes issued by such Issuer and any interest coupons appertaining thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction of organization of such Issuer or any political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, such Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay such additional amounts (the �Other Additional Amounts�) as may be necessary in order that the net amounts received by the holders of Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of the Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Other Additional Amounts shall be payable with respect to any Note or coupon as are provided in the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof or otherwise provided in such applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof; prov ided, however, that the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof or the applicable Corporate Order under which a Series of Notes is issued by an Additional Issuer as contemplated by Section 2(c) hereof may amend, modify or replace these provisions,

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as necessary to conform such Issuer�s obligation to pay additional amounts on such Notes to applicable laws, rules or regulations of the country of incorporation or organization of such Issuer or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or to comply with any official position regarding the application or interpretation of such laws, rules or regulations, including any guidance from an official source.

(g)        Tax Redemption - General.   All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant t o this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the �Redemption Determination Date�), and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due.

Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice.

If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of a certificate substantially in the form set forth in (i) Exhibit B-1 provided by the holder of such Note or (ii) Exhibit B-2, delivery of which is a condition to payment of such Note.

(h)        Tax Redemption: Notes Issued by GE Capital Australia Funding.   All Notes of the same Series issued by GE Capital Australia Funding may be redeemed, at the option of such GE Capital Australia Funding in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if GE Capital Australia Funding or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Australia or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulin gs, including any change effected by guidance in any

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form from an official source, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agrees to purchase such Tranche of Notes GE Capital Australia Funding or the Guarantor, as the case may be, has or will become obligated to pay Australian Additional Amounts with respect to the Notes as described under Section 9(b) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Note s issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph GE Capital Australia Funding or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that GE Capital Australia Funding is entitled to effect redemption and setting forth a statement of facts showing that the conditions precedent to the right of GE Capital Australia Funding to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 GE Capital Australia Funding or the Guarantor, as the case may be, would be obligated to pay such Australian Additional Amounts if a payment in respect of such Notes were then due.

(i)        Tax Redemption: Notes Issued by GE Capital Canada Funding.   All Notes of the same Series issued by GE Capital Canada Funding may be redeemed, at the option of GE Capital Canada Funding (in the case of Notes issued by GE Capital Canada Funding) in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if GE Capital Canada Funding or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official positio n 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 the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, GE Capital Canada Funding or the Guarantor, as the case may be, has or will become obligated to pay Canadian Additional Amounts with respect to the Notes as described under Section 9(c) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, GE Capital Canada Funding or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that GE Capital Canada Funding is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of GE Capital Canada Funding, to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 GE Capital Canada Funding or the Guarantor, as the case may be, would be obligated to pay such Canadian Additional Amounts if a payment in respect of such Notes were then due.

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(j)        Tax Redemption: Notes Issued by an Irish Issuer.   All Notes of the same Series issued by an Irish Issuer may be redeemed, at the option of such Irish Issuer (in the case of Notes issued by such Irish Issuer) in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if such Irish Issuer or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Ireland or of any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official position regarding the application or interpretatio n 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 the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, such Irish Issuer or the Guarantor, as the case may be, has or will become obligated to pay Irish Additional Amounts with respect to the Notes as described under Section 9(d) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Irish Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that such Irish Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Irish Issuer, to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 such Irish Issuer or the Guarantor, as the case may be, would be obligated to pay such Irish Additional Amounts if a payment in respect of such Notes were then due.

(k)        Tax Redemption: Notes Issued by Additional Issuers.   All Notes of the same Series issued by an Additional Issuer acceding to this Agreement pursuant to Section 19 hereof may be redeemed, at the option of such Issuer, in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Section 9(g) hereof, if such Issuer or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction of such Issuer�s organization or of any political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official position regarding th e 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 the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, such Issuer or the Guarantor, as the case may be, has or will become obligated to pay Other Additional Amounts with respect to the Notes as described under Section 9(f) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premi um, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, such Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that such Issuer is entitled to effect such redemption and setting forth a statement of

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facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent 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 such Issuer or the Guarantor, as the case may be, would be obligated to pay such Other Additional Amounts if a payment in respect of such Notes were then due; provided, however, that the form of Notes certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof or the applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof may amend, modify or replace these provisions, as necessary to conform such Issuer�s right to redeem the Notes to applicable laws, rules or regulations of the country or organization of such Issuer or any political subdivisions thereof or any authority or agency therein or thereof having power to tax, or to comply with any official position regarding the application or interpretation of such laws, rules or regulations, including any guidance from an official source.

(l)        Special Tax Redemption of Bearer Notes.   If the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall determine that any payment made outside the United States by such Issuer, the Guarantor (if the Guarantor is required to make payments under the relevant Guarantee) or any Paying Agent of principal or interest, including original discount, due in respect of any Bearer Notes of any Series would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which requirement is the disclosure to such Issuer, the Guarantor, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bearer Note or coupon who is a United States Alien (other than such a requirement (a) which would not be applicable to a payment made by such Issuer, the Guarantor or any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) which can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien, provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner is not otherwise subject to any such requirement), the relevant Issuer shall (in the case of Notes issued by an Issuer other than GE Capital Canada Funding) or may (in the case of Notes issued by GE Capital Canada Funding) redeem the Bearer Notes of such Series, in whole, or if the conditions of the next paragraph are satisfied, pay the additional amou nts specified in such paragraph. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. The relevant Issuer or the Guarantor, as the case may be, shall make such determination and election as soon as practicable and publish prompt notice thereof (the �Determination Notice�) stating the effective date of such certification, identification or other information reporting requirements, whether such Issuer will redeem the Bearer Notes of such Series, or whether such Issuer or the Guarantor, as the case may be, has elected to pay the U.S. Additional Amounts specified in the next paragraph, and (if applicable) the last date by which the redemption of the Bearer Notes of such Series must take place, as provided in the next succeeding sentence. If the relevant Issuer redeems the Bearer Notes of such Series, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the relevant Issuer or the Guarantor, as the case may be, shall elect by notice to the Fiscal and Paying Agent at least 60 days prior to the date fixed for redemption. Notice of such redemption of the Bearer Notes of such Series will be given to the holders of such Bearer Notes not more than 60 nor less than 30 days prior to the date fixed for redemption. Such redemption notice shall include a statement as to the last

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date by which the Bearer Notes of such Series to be redeemed may be exchanged for Registered Notes. Notwithstanding the foregoing, the relevant Issuer shall not so redeem such Bearer Notes if such Issuer or the Guarantor shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such requirement, in which case such Issuer or the Guarantor shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. The right of the holders of Bearer Notes called for redemption pursuant to this paragraph to exchange such Bearer Notes for Registered Notes will terminate at the close of business of the Principal Paying Agent on the fifteenth day prior to the date fixed for redemption, and no further exchanges of such Series of Bearer Notes for Registered Notes sha ll be permitted.

If and so long as the certification, identification or other information reporting requirements referred to above in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the relevant Issuer or the Guarantor, as the case may be, may elect to pay as U.S. Additional Amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by such Issuer, the Guarantor or any Paying Agent of principal or interest, including original issue discount, due in respect of any Bearer Note or any coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality residence of identity of such beneficial owner be disclosed to such Issuer, the Guarantor, any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge which (i) would not be applicable in the circumstances referred to in the third parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of presentation of such Bearer Note or coupon for payment more than 15 days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Bearer Note or coupon to be then due and payable. In the event the relevant Issuer or the Guarantor, as the case may be, elects to pay any U.S. Additional Amounts pursuant to this paragraph, such Issuer shall have the right to redeem the Bearer Notes of such Series in whole at any time pursuant to the applicable provisions of the preceding paragraph and the redemption pri ce of such Bearer Notes shall not be reduced for applicable withholding taxes. If such Issuer or the Guarantor, as the case may be, elects to pay U.S. Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then such Issuer shall (in the case of Notes issued by an Issuer other than GE Capital Canada Funding) or may (in the case of Notes issued by GE Capital Canada Funding) redeem the Bearer Notes of such Series in whole, pursuant to the applicable provisions of the preceding paragraph.

10.        Covenant of the Issuers and the Guarantor.

(a)        Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant and agree for the benefit of holders of all Notes issued hereunder that they will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on all such Notes (together with any Additional Amounts) at the places, at the respective times and in the manner provided in such Notes, in the coupons, if any appertaining thereto, and in this Agreement. The interest on Notes issued with coupons (together with any Additional Amounts) shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Bearer Note provides that interest thereon may be paid while such Note is in temporary form, the interest on any such temporary Bearer Note (together with any Additional Amounts) shall be paid, as to the installments of interest only, (i) in the case of a CGN, upon

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presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Notes for notation thereon of the payment of such interest, or (ii) in the case of any temporary global Note which is a NGN, upon the Fiscal and Paying Agent instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payments, in each case subject to the restrictions set forth in Section 5.

11.        Obligations of the Fiscal and Paying Agent.   The Fiscal and Paying Agent accepts its obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor agree and to all of which the rights of the holders from time to time of the Notes of each Series shall be subject:

(a)        The Fiscal and Paying Agent shall be entitled to the compensation to be agreed upon with the relevant Issuer and the Guarantor for all services rendered by it, and such Issuer and the Guarantor agree promptly to pay such compensation and to reimburse the Fiscal and Paying Agent for its reasonable out-of-pocket expenses (including fees and expenses of counsel) incurred by it in connection with the services rendered by it hereunder. The relevant Issuer and the Guarantor also agree to indemnify the Fiscal and Paying Agent and each paying agent of such Issuer and the Guarantor for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with their acting as Fiscal and Paying Agent or paying agent of such Issuer and the Guarant or hereunder. The obligations of such Issuer and the Guarantor under this subsection (a) shall survive the payment of the Notes and the resignation or removal of the Fiscal and Paying Agent and each paying agent of such Issuer and the Guarantor, as the case may be.

(b)        In acting under this Agreement and in connection with the Notes, the Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor are acting solely as agents of such Issuer and the Guarantor and do not assume any obligation towards or relationship of agency or trust for or with any of the beneficial owners or holders of the Notes except that all funds held by the Fiscal and Paying Agent or any other paying agent of such Issuer and the Guarantor for the payment of principal, of premium and of interest on (and Additional Amounts, if any, with respect to) the Notes shall be held in trust by them and applied as set forth herein and in the Notes, but need not be segregated from other funds held by them, except as required by law; provided that moneys paid by the relevant Issuer or the Guarantor to the Fis cal and Paying Agent or any other paying agent of such Issuer or the Guarantor for the payment of the principal of, premium and interest on (and Additional Amounts, if any, with respect to) any of the Notes and remaining unclaimed at the end of three years after the date on which such principal, premium or interest (or Additional Amounts, if any) shall have become due and payable shall be repaid to the relevant Issuer or the Guarantor, as the case may be, as provided and in the manner set forth in Section 5, whereupon the aforesaid trust shall terminate and all liability of the Fiscal and Paying Agent or any other paying agent of the relevant Issuer and the Guarantor to such Issuer and the Guarantor with respect to such moneys shall cease.

(c)        The Fiscal and Paying Agent may consult with counsel and any advice or written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion.

(d)        The Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor shall be protected and shall incur no liability for or in respect of any action taken or omitted to

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be taken or thing suffered by them in reliance upon any Note, coupon, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by them to be genuine and to have been presented or signed by the proper party or parties.

(e)        The Fiscal and Paying Agent or any paying agent of the relevant Issuer or the Guarantor may, in its individual capacity or any other capacity, become the owner of, or acquire any interest in, any Notes or other obligations of such Issuer or the Guarantor with the same rights that it would have if it were not the Fiscal and Paying Agent or such paying agent of such Issuer or the Guarantor, and may engage or be interested in any financial or other transaction with such Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of beneficial owners or holders of Notes or other obligations of such Issuer or the Guarantor as freely as if it were not the Fiscal and Paying Agent or such paying agent of such Issuer or the Guarantor.

(f)        Neither the Fiscal and Paying Agent nor any other paying agent of the relevant Issuer or the Guarantor shall be under any liability for interest on any moneys received by it pursuant to any of the provisions of this Agreement or the Notes.

(g)        The recitals contained herein and in the Notes (except in the Fiscal and Paying Agent�s certificate of authentication) shall be taken as the statements of the relevant Issuer and the Guarantor, and the Fiscal and Paying Agent assumes no responsibility for the correctness of the same. The Fiscal and Paying Agent does not make any representation as to the validity or sufficiency of this Agreement or the Notes. Neither the Fiscal and Paying Agent nor any paying agent of the relevant Issuer and the Guarantor shall be accountable for the use or application by such Issuer of any of the Notes or the proceeds thereof.

(h)        The Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth (including Appendix 1 (New Global Note Provisions) and Appendix 2 (New Safekeeping Structure Provisions) in the case of the Fiscal and Paying Agent), and no implied duties or obligations shall be read into this Agreement or the Notes against the Fiscal and Paying Agent or any such paying agent. Each paying agent of the relevant Issuer (other than the Fiscal and Paying Agent) agrees that if any information that is required by the paying agent to perform the duties set out in Appendix 1 (New Global Note Provisions) or Appendix 2 (New Safekeeping Structure Provisions) becomes known to it, it will promptly provide such information to the Fiscal and Paying Agent. The Fiscal and Paying Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.

(i)        Unless otherwise specifically provided herein or in the Notes, any order, certificate, notice, request, direction or other communication from the relevant Issuer or the Guarantor made or given under any provision of this Agreement shall be sufficient if signed by the President, the Chief Executive Officer, any Senior Vice President or Vice President, the Secretary or any Assistant Secretary or any duly authorized attorney-in-fact of the relevant Issuer or the Guarantor, as the case may be.

(j)        The Fiscal and Paying Agent and each paying agent of the relevant Issuer and the Guarantor shall be obligated to collect IRS Form W-8BEN or other applicable form required by the United States Internal Revenue code of 1986, as amended.

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  12.        Maintenance and Resignation of Fiscal and Paying Agent.

(a)        The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor agree, for the benefit of the beneficial owners from time to time of the Notes, that, until all of the Notes and coupons are no longer outstanding or until moneys for the payment of all of the principal of, premium and interest on all outstanding Notes (and Additional Amounts, if any) shall have been made available at the principal office of the Fiscal and Paying Agent, and shall have been returned to the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor as provided in Section 11(b), whichever occurs earlier, there shall at all times be a Fiscal and Paying Agent hereunder. The Fiscal and Paying Agent shall at all times maintain a place of business in, or in lieu thereof ma intain an agent for service of process located in, London, England.

(b)        Each Issuer and the Guarantor further agrees that (i) so long as any Notes are listed and/or admitted to trading on or by a stock exchange, competent authority and/or market, there will at all times be a Paying Agent (or the Fiscal and Paying Agent) having a specified office in each location required by the relevant rules of such stock exchange, competent authority and/or market; (ii) there will at all times be a Paying Agent (or the Fiscal and Paying Agent) with a specified office in a city in a member state of the European Union; and (iii) they will ensure that to the extent practicable it maintains a Paying Agent (or the Fiscal and Paying Agent) in a Member State of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to European Council Directiv e 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

(c)        The Fiscal and Paying Agent may at any time resign by giving written notice of its resignation mailed to the relevant Issuer and the Guarantor specifying the date on which its resignation shall become effective; provided that such date shall be at least 90 days after the date on which such notice is given unless such Issuer and the Guarantor agree to accept less notice. Upon receiving such notice of resignation, the relevant Issuer and the Guarantor shall promptly appoint a successor fiscal and paying agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of such Issuer and the Guarantor, one copy of which shall be delivered to the resigning Fiscal and Paying Agent and one copy to the successor fiscal and paying agent. Such resignation shall become effective upon the earlier of (i) the effecti ve date of such resignation or (ii) the acceptance of appointment by the successor fiscal and paying agent as provided in subsection (c). The relevant Issuer and the Guarantor may, at any time and for any reason, and shall, upon any event set forth in the next succeeding sentence, remove the Fiscal and Paying Agent and appoint a successor fiscal and paying agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of such Issuer and the Guarantor, one copy of which shall be delivered to the Fiscal and Paying Agent being removed and one copy to the successor fiscal and paying agent. The Fiscal and Paying Agent shall be removed as aforesaid if it shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Fiscal and Paying Agent or of its property shall be appointed, or any public officer shall take charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any removal of the Fiscal an d Paying Agent and any appointment of a successor fiscal and paying agent shall become effective upon acceptance of appointment by the successor fiscal and paying agent as provided in subsection (c). Upon its resignation or removal, the Fiscal and Paying Agent shall be entitled to the payment by the relevant Issuer or the Guarantor of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder (including any resignation expenses of the Fiscal and Paying Agent and fees and expenses of counsel).

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  (d)        Any successor fiscal and paying agent appointed as provided in subsection (b) shall execute and deliver to its predecessor and to the relevant Issuer and the Guarantor an instrument accepting such appointment hereunder, and thereupon such successor fiscal and paying agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Fiscal and Paying Agent hereunder, and such predecessor, upon payment of its compensation and out-of-pocket expenses then unpaid, shall pay over to such successor agent all moneys or other property at the time held by it hereunder.

  (e)        Any corporation or bank into which the Fiscal and Paying Agent may be merged or converted, or with which the Fiscal and Paying Agent may be consolidated, or any corporation or bank resulting from any merger, conversion, banking business transfer or consolidation to which the Fiscal and Paying Agent shall be a party, or any corporation or bank succeeding to the fiscal agency business of the Fiscal and Paying Agent shall be the successor to the Fiscal and Paying Agent hereunder (provided that such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further act on the part of any of the parties hereto.

13.        Paying Agency.   Each Issuer and the Guarantor shall cause each Paying Agent appointed by such Issuer and the Guarantor to execute and deliver to the Fiscal and Paying Agent an instrument in which such agent shall agree with the Fiscal and Paying Agent, subject to the provisions of this Section,

    (1)    that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on such Notes (whether such sums have been paid to it by the Issuer or the Guarantor or by any other obligor on such Notes) in trust for the benefit of the holders of such Notes, or the coupons appertaining thereto, if any;

    (2)    that it will give the Fiscal and Paying Agent notice of any failure by any such Issuer or the Guarantor (or by any other obligor on such Notes) to make any payment of the principal of, premium, if any, or interest, if any, on such Notes when the same shall be due and payable; and

    (3)    that at any time during the continuance of any failure by any such Issuer or the Guarantor (or by any other obligor on such Notes) specified in the preceding paragraph (2), such paying agent will, upon the written request of the Fiscal and Paying Agent, forthwith pay to the Fiscal and Paying Agent all sums so held in trust by it.

The Fiscal and Paying Agent shall arrange with all such paying agencies for the payment, from funds furnished by each Issuer and the Guarantor to the Fiscal and Paying Agent pursuant to this Agreement, of the principal of, premium and interest on the Notes (and Additional Amounts, if any, with respect to the Notes).

  14.        Merger, Consolidation, Sale or Conveyance.

(a)        Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant that they will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of their respective assets to any corporation, unless (i) either such Issuer or the Guarantor, as the case may be, shall be the continuing corporation, or the successor corporation (if other than such Issuer or the Guarantor) shall be (a) with respect to GE Capital, a corporation organized and existing under the laws of the United States of America or a state thereof, (b)

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with respect to GE Capital Australia Funding, a corporation incorporated under the laws of Australia or any political subdivision thereof, (c) with respect to GE Capital Canada Funding, a corporation incorporated under the laws of Canada or any province of territory thereof, (d) with respect to any Irish Issuer, a company incorporated under the Companies Acts of Ireland, 1963-2009 and (e) with respect to each Additional Issuer, a corporation incorporated under the laws of the country of incorporation or organization of such Issuer, and in each case such successor corporation shall expressly assume the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Notes and coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement, the Notes and the G uarantee to be performed by such Issuer or the Guarantor, as the case may be, executed and delivered to the Fiscal and Paying Agent by such corporation, and (ii) such Issuer or the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenants or conditions.

  (b)        In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or other disposition, and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the relevant Issuer or the Guarantor, as the case may be, with the same effect as if it had been named herein as such Issuer or the Guarantor, and such Issuer or the Guarantor shall be relieved of any further obligation under this Agreement and under the Notes and coupons, if any, and may be dissolved, wound up and liquidated at any time thereafter. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the relevant Issuer or the Guarantor, as the case may be, any or all of the Notes issuable hereunder together with any coupons appertaining thereto which theretofore shall not have been signed by such Issuer or the Guarantor and delivered to the Fiscal and Paying Agent; and, upon the order of such successor corporation, instead of such Issuer or the Guarantor and subject to all the terms, conditions and limitations in this Agreement prescribed, the Fiscal and Paying Agent shall authenticate and shall deliver any Notes together with any coupons appertaining thereto which previously shall have been signed and delivered to the Fiscal and Paying Agent for that purpose. All Notes appertaining thereto shall in all respects have the same legal rank and benefit under this Agreement as the Notes theretofore or thereafter issued in accordance with the terms of this Agreement as though all or such Notes had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes and coupons thereafter to be issued as may be appropriate.

  15.        Meetings of Holders of the Notes.

(a)        Each Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor may at any time call a meeting of the holders of the Notes of any or all Series, such meeting to be held at such time and at such place as such Issuer or the Guarantor shall determine, for the purpose of obtaining a waiver of or an amendment to any provision of this Agreement or the Notes of any Series (to the extent permitted in Section 18 hereof). For purposes of this Section, �holders of a global Bearer Note� shall be those persons shown on the records of Euroclear, Clearstream, Luxembourg, or another clearance system in which such Notes are held, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts on the date on which notice of the meetin g is given. Notice of any meeting of Noteholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be (i) if any Bearer Notes of a Series

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affected are then outstanding, published prior to the date fixed for the meeting at least once a week for three successive weeks in one leading English language daily newspaper with general circulation in London, England, or, if publication in London is not practical, elsewhere in Western Europe and (ii) if any Registered Notes of a Series affected are then outstanding, mailed to the holders of then outstanding Registered Notes of each Series affected at their addresses as they shall appear on the books of the Registrar. The first publication or mailing of notice, in the case of Registered Notes, shall be made not less than 20 nor more than 180 days prior to the date fixed for such meeting. Such publication is expected to be made in the Financial Times. Notice of any meeting of holders of Bearer Notes that have been listed and/or admitted to trading on any stock exchange, competent author ity and/or market shall be published in accordance with the applicable rules and regulations promulgated by such exchange, competent authority and/or market. To be entitled to vote at any meeting of holders of Notes a person shall be (i) a holder of one of more Notes of the relevant Series with respect to which such meeting is being held or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more such Notes. The only persons who shall be entitled to be present or to speak at any meeting of the holders of the Notes of any Series shall be the persons entitled to vote at such meeting and their counsel and any representatives of the relevant Issuer, the Guarantor and their counsel.

(b)        The persons entitled to vote a majority in principal amount of the Notes of the relevant Series at the time outstanding shall constitute a quorum for the purpose of obtaining any such waiver or amendment. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall be adjourned for a period of not less than 10 calendar days as determined by the chairman of the meeting. In the absence of a quorum within 30 minutes of the time appointed for any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 calendar days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting sh all be given as provided above except that such notice need be published only once, but must be mailed or published not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for lack of a quorum, the persons entitled to vote 25% in principal amount of the Notes of the relevant Series at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes of the relevant Series which shall constitute a quorum.

(c)        At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution with respect to such waiver or amendment shall be effectively passed and decided if passed and decided by the favorable vote of persons entitled to vote the lesser of (i) a majority in the principal amount of the Notes of the relevant Series then outstanding or (ii) 75% in principal amount of such Notes represented and voting at the meeting. Any Noteholder who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Noteholder shall be considered as present and voting only with respect to the matters covered by such instrument in writing (which may include authorization to vot e on any other matters as may come before the meeting). Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Section shall be conclusive and binding on all the Noteholders of the relevant Series whether or not present or represented at the meeting.

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(d)        The holding of definitive Bearer Notes of the relevant Series for purposes of this Section shall be proved by the production of such Notes or by a certificate executed by any trust company, bank, banker or recognized securities dealer satisfactory to the relevant Issuer and the Guarantor, wherever situated, if such certificate shall be deemed by such Issuer and the Guarantor to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Note of the relevant Series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more such Bearer Notes specified therein. The holding of an interest in any global Bearer Note o f the relevant Series shall be proved by a certificate of Euroclear, Clearstream, Luxembourg or another clearance system in which such Notes are held, as the case may be. The holding by the person named in any such certificate of any such Bearer Note or interest in a global Bearer Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the same Bearer Note or interest in a global Bearer Note shall be produced, (ii) such Bearer Note specified in such certificate shall be produced by some other person or (iii) such Bearer Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or New York Stock Exchange member firm satisfactory to the relevant Is suer and the Guarantor.

(e)        Each Issuer and the Guarantor shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Notes of the relevant Series represented at the meeting. At any meeting each Noteholder of the relevant Series or proxy shall be entitled to one vote for each $1,000 (or the equivalent thereof in any foreign or composite currency) of principal amount (in the case of Original Issue Discount Notes of the relevant Series, such principal amount thereof that would be due and payable as of the date of such meeting upon a declaration of acceleration of the maturity thereof pursuant to Section 8) of such Notes held or represented by such Noteholder or proxy; provided, however, that no vote shall be cast or co unted at any meeting in respect of any Note of the relevant Series challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a Noteholder or proxy. Any meeting of Noteholders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

(f)        The vote upon any resolution submitted to any meeting of Noteholders shall be by written ballot on which shall be subscribed the signatures of such Noteholders or proxies and on which shall be inscribed the principal amount (in the case of Original Issue Discount Notes of the relevant Series, such principal amount thereof that would be due and payable as of the date of such vote upon a declaration of acceleration of the maturity thereof pursuant to Section 8) and the identifying number or numbers of the Notes of such Series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes ca st at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record will show the principal amount of the Notes (in the case of Original Issue Discount Notes, such principal amount thereof that would be due and payable as of the date

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of such vote upon a declaration of acceleration of the maturity thereof pursuant to Section 8) voting in favor of or against any resolution. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the relevant Issuer or the Guarantor and the other to the Fiscal and Paying Agent to be preserved by the Fiscal and Paying Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

  16.        Consent of Holders.

(a)        Any authorization, direction, notice, consent, waiver, amendment or other action provided by the provisions of this Agreement or the Notes of any Series to be given or taken by holders (which term as used in this Section shall mean with respect to any global Bearer Note those persons shown on the records of Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts) of Notes of such Series may be embodied in and evidenced by one or more instruments of substantially similar tenor, listing the serial number of the Note or Notes of such Series in respect of which each such instrument is submitted, signed by the requisite number of such holders in person or by their agent duly appointed in writing ; and, except as herein or therein expressly provided, any such instrument shall become irrevocable when delivered, and such action shall become effective when such instrument signed by such holders is delivered to the Fiscal and Paying Agent or other paying agency of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Proof of execution of any such instrument or of a writing appointing any such agent by the holder of any such Note shall be sufficient for any such purpose of this Agreement or such Notes and conclusive in favor of (i) the Fiscal and Paying Agent or other paying agency of such Issuer and the Guarantor and (ii) such Issuer and the Guarantor if made in the manner provided in this Section.

(b)        The fact and date of execution of any such instrument and the fact that any person is the holder of the Note or Notes of any Series of which the serial numbers are listed in such instrument may be proved by the certificate of a financial institution of recognized standing to such effect, or in any other manner which the relevant Issuer and the Guarantor deem sufficient.

(c)        Any authorization, direction, notice, consent, waiver or other action by the holder of any Note shall bind every future holder of such Note in respect of anything done, omitted or suffered to be done in reliance thereon, whether or not notation of such action is made upon such Note.

  17.        Stamp Taxes.   The relevant Issuer or the Guarantor will pay all stamp or other documentary taxes or duties, if any, to which the execution or delivery of this Agreement or the issuance of the Notes of any Series or any coupons appertaining thereto may be subject.

  18.        Modifications and Amendments.

(a)        This Agreement may be amended by the parties hereto, without the consent of the holder (which term as used in this Section shall mean with respect to any global Bearer Note those persons shown on the records of Euroclear, Clearstream, Luxembourg or another clearance system, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts) of any Note, for the purposes of (i) providing for the issuance of Notes pursuant to Section 2 hereof; (ii) curing any ambiguity or correcting or supplementing any provision contained herein which may be defective or inconsistent with any other provision contained herein; (iii) adding to the covenants

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of the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for the protection of the holders of all or any Series of the Notes; (iv) effecting any assumption of the relevant Issuer�s or the Guarantor�s obligations hereunder and under the Notes or the Guarantee by a successor corporation pursuant to Section 14(a) of this Agreement; (v) evidencing and providing for the acceptance of appointment hereunder by a successor Fiscal and Paying Agent with respect to the Notes of one or more Series; or (vi) amending this Agreement in any other manner which the parties may mutually deem necessary or desirable and which shall not adversely affect the interests of the holders of the Notes of any Series outstanding on the date of such amendment. Nothing in this Agreement prevents the Issuers, the Guarantor and the Fiscal and Payi ng Agent from amending this Agreement in such a manner as to only have a prospective effect on Notes issued on or after the date of such amendment.

(b)        Modifications and amendments to this Agreement or the Notes of any Series or the Guarantee may also be made, and future compliance therewith or past Event of Default by the relevant Issuer or the Guarantor may be waived, by holders of not less than a majority in aggregate principal amount of the Notes of such Series (or, in each case, such lesser amount as shall have acted at a meeting of holders of such Notes, pursuant to Section 15 of this Agreement); provided, however, that no such modification or amendment to this Agreement or the Notes may, without the consent of the holders of each such Note of such Series affected thereby, (i) change the stated maturity of the principal of any such Note of such Series or extend the time for payment of interest thereon; (ii) change the amount of the principal of an Origin al Issue Discount Note of such Series that would be due and payable upon an acceleration of the maturity thereof; (iii) reduce the amount of interest payable thereon or the amount payable thereon in the event of redemption or acceleration; (iv) change the currency of payment of principal of or any other amounts payable on any such Note; (v) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note or the Guarantee; (vi) reduce the above-stated percentage of the principal amount of Notes of such Series the consent of whose holders is necessary to modify or amend this Agreement or the Notes of such Series or reduce the percentage of Note of such Series required for the taking of action or the quorum required at any such meeting of holders of Notes of such Series; or (vii) modify the foregoing requirements to reduce the percentage of outstanding Notes of such Series necessary to waive any future compliance or past default.

(c)        Any such modification or amendments will be conclusive and binding on all holders of Notes of the relevant Series and on all future holders of such Notes, whether or not they have consented to such modifications or amendments and whether or not notation of such modifications or amendments is made upon the Notes of such Series.

  19.        Accession of Additional Issuers.   Each of the Issuers, the Guarantor and the Fiscal and Paying Agent acknowledge and agree that one or more additional Issuers (each, an �Additional Issuer�) may from time to time accede to this Agreement upon the terms and conditions set forth below. On and after the Accession Date (as defined below) with respect to an Additional Issuer, such Additional Issuer shall be bound by the terms of this Agreement and shall be entitled to all rights and benefits, and subject to all duties and obligations, of an Issuer hereunder.

(a)        Requirements as to Additional Issuers. Each Additional Issuer shall (i) be a Subsidiary (as hereinafter defined) of GE Capital and (ii) only issue Notes which are unconditionally and irrevocably guaranteed by GE Capital. As used herein, �Subsidiary� shall have the meaning as set forth in Rule 1-02(x) of Regulation S-X under the U.S. Securities Act of 1933, as amended.

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(b)        Conditions Precedent to Accession. On or prior to the date on which an Additional Issuer shall accede as a party to this Agreement (the �Accession Date�), each of the following conditions precedents must be fulfilled:

(i) such Additional Issuer, the Guarantor and the Fiscal and Paying Agent shall have executed and delivered an Issuer Accession Letter, substantially in the form attached hereto as Exhibit E (each, an �Issuer Accession Letter�), together with the attachments described therein;

(ii) such Additional Issuer and the Guarantor shall certify to the Fiscal and Paying Agent the form of Notes to be executed and authenticated from time to time for each Series of Notes issued by such Additional Issuer as provided in Section 2(b) hereof, including the form of the Guarantee to appear thereon which shall be substantially in the form of Exhibit D-1 hereto, modified as appropriate to refer to such Additional Issuer;

(iii) such Additional Issuer shall confirm that the Notes are being issued pursuant to authority granted by its Board of Directors or similar governing body, including any duly authorized committee thereof, and certify the persons who are Issuer Authorized Representatives of such Additional Issuer as provided in Section 3(a) hereof; and

(iv) such Additional Issuer shall confirm that it has sent to each Agent under the Distribution Agreement an Issuer Accession Notice (as defined in the Distribution Agreement) and provide a copy of such Issuer Accession Notice to the Fiscal and Paying Agent together with such attachments as are described therein.

             20.         Notices to Parties.   All notices hereunder to the parties hereto shall be deemed to have been given when sent by certified or registered mail, postage prepaid, or by facsimile transmission, addressed to any party hereto as follows:

GE Capital:
General Electric Capital Corporation
	201 High Ridge Road
	Stamford, Connecticut 06927 U.S.A.
	Attention:	Senior Vice President-Corporate Treasury
		and Global Funding Operation
	Facsimile:	+ 1 203 585 1191
	Telephone:	+ 1 203 357 6199
GE Capital Australia Funding:
	GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467) 572 Swan Street Richmond, Victoria 3121 Australia
	Attention:	Vice President

42

	Facsimile:	+61 2 8249 3582
	Telephone:	+61 2 8249 3788
	in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 20;
GE Capital Canada Funding:
	GE Capital Canada Funding Company
	c/o General Electric Capital Canada Inc.
	2300 Meadowvale Boulevard
	Missisauga, Ontario
	Canada L5N 5P9
	Attention:	General Counsel
	Facsimile:	+1 905 858 5710
	Telephone:	+1 905 858 5243
	in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 20;
GE Capital European Funding: GE Capital UK Funding:
	WIL House
	Shannon Business Park
	Shannon, Co. Clare
	Ireland
	Attention:	Company Secretary
	Facsimile:	+353 61 362 010
	Telephone:	+353 61 362 322
	in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 20;
Fiscal and Paying Agent:
	The Bank of New York Mellon One Canada Square London E14 5AL United Kingdom Attention: Corporate Trust Services Facsimile: +44 20 7964 2536 Telephone: +44 20 7964 7031/4288/5683 Email: corpsovamericas@bnymellon.com

43

Registrar and Transfer Agent:

The Bank of New York Mellon (Luxembourg) S.A.

Aerogolf Center

1A, Hoehenhof

L-1736 Senningerberg

Luxembourg

Attention: Corporate Trust Services

Facsimile: +352 34 20 90 6035

Telephone: +352 34 20 90 5630

Email: LUXMB-CT_New_Issues@bnymellon.com

or at any other address of which either of the foregoing shall have notified the other in writing.

Any notice, direction, request or demand by any holder of Notes or coupons to or upon the Fiscal and Paying Agent shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the principal London office of the Fiscal and Paying Agent, addressed to the attention of its corporate trust office.

21.        Notices to and by Holders of the Notes.  Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will give notice promptly to the holders of the Notes of the termination of appointment of any paying agent of such Issuer and the Guarantor. Such notice shall be published in one leading English language daily newspaper with general circulation in London, England, or, if publication in London is not practical, elsewhere in Western Europe. Such publication is expected to be made in the Financial Times. Notice of termination of appointment of any paying agent to the holders of Notes that have been listed or admitted to trading on any stock exchange, competent authority and/or market shall be published in accordance with the applicable rules and regulations promulgated by such exchange, competent authority and/or market. Any notice to the holders of Notes by publication shall be deemed to have been given on the date of such publication, or if published in newspapers on different dates, on the date of the first such publication.

So long as no definitive Notes are in issue in respect of a particular Series, there may, so long as the global Note(s) for such Series is or are held in its or their entirety on behalf of Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, and the Notes for such Series are not listed and/or admitted to trading on a stock exchange, competent authority and/or market (or, if so listed or admitted to trading, for so long as the relevant stock exchange, competent authority and/or market so permits), be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear, Clearstream, Luxembourg and/or such other clearance system for communication by them to the holders of the Notes. Any such notice shall be deemed to have been given to the holders of the Notes on the seventh day after the day on which the said notice was given to Euroclear, Clearstream, Luxembourg and/or such other clearance system.

Notices to be given by a Noteholder shall be in writing and given by lodging the same, together with the relative Note or Notes, with the Agent. Whilst any Notes are represented by a global Note, such notice may be given by a Noteholder to the Fiscal and Paying Agent via Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, in such manner as the Agent and Euroclear, Clearstream, Luxembourg and/or such other clearance system may approve for this purpose.

44

22.        Business Day.  For the purposes of this Agreement, �Business Day� shall mean, unless otherwise specified in the form of Notes certified to the Fiscal and Paying Agent pursuant to Section 2(b) hereof or contained in the Corporate Order delivered pursuant to Section 2(c) hereof with respect to a particular Series of Notes, any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in (i) the principal financial center of the country in which the relevant Issuer is incorporated, (ii) the principal financial center of the country of the currency in which the Notes are denominated, (iii) London, England, and (iv) any add itional financial center specified in the applicable Final Terms or Securities Note (as the case my be); provided, however, that with respect to Notes denominated in Euro, such day is a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open. For purposes of this definition, the principal financial center of the United States is New York, the principal financial center of Australia is Sydney and Melbourne and the principal financial center of Canada is Toronto, Ontario.

23.        Central Bank Reporting Requirements.  In addition to its other duties set forth in this Agreement, the Fiscal and Paying Agent is hereby designated as the relevant Issuer�s and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor�s agent for the purpose of complying with notification, reporting or other applicable requirements of the various central banks or similar monetary authorities regulating Notes issued in Specified Currencies other than U.S. dollars. Without limiting the generality of the foregoing, at the date hereof such duties shall include the information reporting requirements of the Bank of England with respect to any Series of Notes where the Specified Currency is Pounds Sterling.

24.        Governing Law.  THIS AGREEMENT, THE NOTES AND ANY COUPONS APPERTAINING THERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, U.S.A.

25.        Consent to Service.  Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor has designated the Senior Vice President-Corporate Treasury and Global Funding Operation of each Issuer and the Guarantor as authorized agent for service of process in any legal action or proceeding arising out of or relating this Agreement, the Notes or the Guarantees brought in any federal or state court in the Borough of Manhattan, the 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.

26.        Counterparts.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts shall together constitute but one and the same instrument.

27.        Inspection of Agreement.  A copy of this Agreement shall be made available by the Fiscal and Paying Agent for inspection at all reasonable times at its office as stated in Section 20 and at the offices of the paying agents specified in the Notes.

28.        Descriptive Headings.    The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions of this Agreement.

29.        Provisions Binding on Successors.  All the covenants, stipulations, promises and agreements in this Agreement contained by the relevant Issuer and (in the case of Notes issued by an

45

Issuer other than GE Capital) the Guarantor shall bind its successors and assigns whether so expressed or not.

30.        Official Acts by Successor Corporation.  Any act or proceeding by any provision of this Agreement authorized or required to be done or performed by any board, committee or officer of the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of such Issuer or the Guarantor.

31.        Severability.  In case any provision in this Agreement or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall not in any way be affected or impaired thereby.

46

IN WITNESS WHEREOF, the parties hereto, including GE Capital in its capacity both as Issuer and as Guarantor of Notes to be issued by Issuers other than GE Capital, have caused this Ninth Amended and Restated Fiscal and Paying Agency Agreement to be duly executed as of the day and year first above written.

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Kathryn A. Cassidy
Name:	Kathryn A. Cassidy
Title:	Senior Vice President - Corporate Treasury and Global Funding Operation
GE CAPITAL AUSTRALIA FUNDING PTY. LTD
By:	/s/ Kathryn A. Cassidy
Name:	Kathryn A. Cassidy
Title:	Authorized Signatory
GE CAPITAL CANADA FUNDING COMPANY
By:	/s/ Dennis R. Sweeney
Name:	Dennis R. Sweeney
Title:	Vice President
GE CAPITAL EUROPEAN FUNDING.
By:	/s/ Columba Glavin
Name:	Columba Glavin
Title:	Director
GE CAPITAL UK FUNDING
By:	/s/ Columba Glavin
Name:	Columba Glavin
Title:	Director
THE BANK OF NEW YORK MELLON as Fiscal and Paying Agent
By:	/s/ Michael Lee
Name:	Michael Lee
Title:	Senior Associate

47

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
as Registrar and Transfer Agent
By:	/s/ Michael Lee
Name:	Michael Lee
Title:	Authorized Signatory

48

APPENDIX 1

NEW GLOBAL NOTE PROVISIONS

In relation to each Series of Notes that are NGNs, the Fiscal and Paying Agent will comply with the following provisions:

1. The Fiscal and Paying Agent will inform each of Euroclear and Clearstream, Luxembourg (the �ICSDs�), through the common service provider appointed by the ICSDs to service the Notes (the �CSP�), of the initial issue outstanding amount (�IOA�) for each Tranche on or prior to the relevant original issue date.

2. If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers� interest in the Notes, the Fiscal and Paying Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the Notes remains at all times accurate.

3. The Fiscal and Paying Agent will regularly reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.

4. The Fiscal and Paying Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.

5. The Fiscal and Paying Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

6. The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

7. The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

8. The Fiscal and Paying Agent will promptly pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

9. The Fiscal and Paying Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any payment or delivery due under the Notes when due.

1

APPENDIX 2

NEW SAFEKEEPING STRUCTURE PROVISIONS

In relation to each Series of Notes that are issued under the NSS, the Fiscal and Paying Agent will comply with the following provisions:

1. The Fiscal and Paying Agent will inform each of Euroclear and Clearstream, Luxembourg (the �ICSDs�), through the common service provider appointed by the ICSDs to service the Notes (the �CSP�), of the initial issue outstanding amount (�IOA�) for each Tranche on or prior to the relevant original issue date.

2. If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers� interest in the Notes, the Fiscal and Paying Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the Notes remains at all times accurate.

3. The Fiscal and Paying Agent will regularly reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.

4. The Fiscal and Paying Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.

5. The Fiscal and Paying Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

6. The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

7. The Fiscal and Paying Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

8. The Fiscal and Paying Agent will promptly pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

9. The Fiscal and Paying Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any payment or delivery due under the Notes when due.

2

EXHIBIT A

GENERAL ELECTRIC CAPITAL CORPORATION

AND AFFILIATES

EURO MEDIUM-TERM NOTES AND OTHER DEBT SECURITIES

ADMINISTRATIVE PROCEDURES

April 6, 2010

Reference is made to Section 2(c) of the Eleventh Amended and Restated Euro Medium-Term Note Distribution Agreement, dated April 6, 2010 (as the same may be further amended or supplemented from time to time, the �Distribution Agreement�) pursuant to which Euro Medium-Term Notes and other debt securities (the �Notes�) are to be offered on a continuous basis by General Electric Capital Corporation (�GE Capital�), and each of the other Issuers named therein or made a party thereto from time to time (together with GE Capital, each an �Issuer�). Notes issued by each Issuer other than GE Capital will be unconditio nally and irrevocably guaranteed by GE Capital (the �Guarantor�). Each of the Dealers named in the Distribution Agreement (each a �Dealer�) has agreed to use it best efforts to solicit offers to purchase the Notes. Each Dealer, as principal, may also purchase Notes for its own account and if it does so, the relevant Issuer, the Guarantor and such Dealer will enter into a terms agreement, as contemplated by the Distribution Agreement. Each Issuer and the Guarantor has reserved the right in the Distribution Agreement from time to time to appoint one or more additional persons either to solicit purchases of Notes from the relevant Issuer by others or to purchase Notes directly from the relevant Issuer as principal for resale to others, and any reference herein to �Dealer� shall include each such additiona l persons.

The Notes will be issued under a Ninth Amended and Restated Fiscal and Paying Agency Agreement dated as of April 6, 2010, among each Issuer (including GE Capital in its capacity as Guarantor of Notes issued by an Issuer other than GE Capital), The Bank of New York Mellon, as fiscal agent (in such capacity, the �Fiscal Agent�) and principal paying agent (in such capacity, the �Principal Paying Agent�), The Bank of New York Mellon (Luxembourg) S.A., as initial registrar and transfer agent as further amended or supplemented from time to time (the �Fiscal Agency Agreement�). Unless otherwise specified with respect to a particular series of Notes, the Fiscal Agent will also act as the authenticating agent (the �Authenticating Agent�) for the Notes. The Bank of New York Mellon (Luxembourg) S.A. will be the Registrar for the Registered Notes (as defined below) and will also perform the duties specified herein and in the Fiscal Agency Agreement. The Bank of New York Mellon will also act as Calculation Agent with respect to the Notes unless a different Calculation Agent is appointed by an Issuer or the Guarantor with respect to a specific series of Notes. If the relevant Issuer issues any Notes denominated in Hong Kong dollars, the Principal Paying Agent will act through one of its branches or agencies located outside of Hong Kong and will request of Euroclear and Clearstream, Luxembourg (each as defined below) that the common depositary or, as the case may be, the common safekeeper, act through an office outside of Hong Kong, or as may otherwise be req uired by applicable laws or regulations.

Series of Notes may be issued that will not be listed on any stock exchange. As used herein, the term �series of Notes� shall refer to all Notes having identical terms but for

A-1

authentication date and public offering price, and the term �tranche of Notes� shall refer to all Notes having identical terms, including authentication date and public offering price.

Notes will bear interest at a fixed rate per annum (the �Fixed Rate Notes�), which may be zero in the case of certain original issue discount notes (the �OID Notes�), or at floating rates per annum (the �Floating Rate Notes�). Notes may be denominated in any currency, subject to any applicable laws and regulations (the �Specified Currency�). Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be) (each as defined below), the Notes of each tranche will be in bearer form (�Bearer Notes�) and wi ll initially be represented by one or more temporary global Notes (each, a �Temporary Global Note�), without interest coupons attached, and will (i) if the Global Note (as defined below) is intended to be issued in new global note (�NGN�) form, as stated in the applicable Final Terms or Securities Note (as the case may be), be delivered on or prior to the original issue date of the tranche of Notes to a common safekeeper (the �Common Safekeeper�) for Euroclear Bank S.A./N.V., as operator of the Euroclear System (�Euroclear�) and Cleamstream Banking, Soci�t� anonyme (�Clearstream, Luxembourg�); and (ii) if the Global Note is to be issued in c lassic global note (�CGN�) form, be delivered to a common depositary located outside the United States (the �Common Depositary�) for Euroclear and Clearstream, Luxembourg and subsequently by a permanent global Note (each, a �Permanent Global Note�) and/or one or more definitive Bearer Notes (each, a �Definitive Bearer Note�), with coupons, if any, attached.

If specified in the applicable Final Terms or Securities Note (as the case may be), Notes may also be issued in fully registered form (�Registered Notes�). If any Registered Note is issued in global form (each, a �Global Registered Note�), then: (i) if such Global Registered Note is intended to be issued under the new safekeeping structure (�NSS�) being implemented by Euroclear and Clearstream on or after July 1, 2010, then such Notes will be registered in the name of a nominee for Euroclear and Clearstream acting as the Common Safekeeper; and (ii) if such Global Registered Note is not intended to be issued under the NSS but instead will be registered in the name of a nominee for the Common Depositary for Euroclear and Clearstream under the classic safekeeping structure (�CSS�), then such Notes will continue to be issued in such manner without the use of a Common Safekeeper under the NSS.

As used in this Agreement, the term �Note� includes any Temporary Global Note, Permanent Global Note, Global Registered Note or Definitive Note issued pursuant to the Fiscal Agency Agreement and �Global Note� means (i) in the case of Registered Notes, a Global Registered Note and (ii) in the case of Bearer Notes, a Temporary Global Note or a Permanent Global Note.

References to �Bearer Notes� shall, except where otherwise indicated, include interests in a Temporary Global Note or Permanent Global Note as well as Definitive Bearer Notes and any coupons attached thereto. If so specified in the applicable Final Terms or Securities Note (as the case may be), a tranche or series of Notes may also be held in alternative clearance systems.

The Notes may be described in an Offering Document prepared by each Issuer (including GE Capital in its capacity as Guarantor of Notes issued by an Issuer other than GE Capital), which may be amended from time to time (the �Offering Document�). The terms of each tranche of Notes issued under the Fiscal Agency Agreement will be described in either:

A-2

(i) a supplement to the Base Prospectus (each such supplement hereinafter referred to as the �Final Terms�). The term �Prospectus� is used herein

(ii) to describe the Base Prospectus together with the applicable Final Terms unless the context otherwise requires; or

(iii) a supplement to the Registration Document (each supplement hereinafter referred to as the �Securities Note�). The term �Registration Document� is used herein to describe the Registration Document together with the applicable Securities Note unless the context otherwise requires.

In case of any conflict between these Administrative Procedures and either the Distribution Agreement or the Fiscal Agency Agreement, the terms of the Distribution Agreement or the Fiscal Agency Agreement, respectively, shall govern. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Distribution Agreement or in the Fiscal Agency Agreement.

ADMINISTRATIVE PROCEDURES

Issuance: Bearer Notes.     Each Bearer Note in global form which is intended to be issued in CGN form will be dated and issued as of the date of authentication by the Fiscal Agent. Each Bearer Note in global form which is intended to be issued in NGN form and is intended to be Eurosystem-eligible collateral (a �Eurosystem-eligible NGN�) will be dated and issued as of the date of both authentication by the Fiscal Agent and effectuation by the Common Safekeeper. Each Note will bear an original issue date, which will be (i) with respect to a Temporary Global Note (or any portion thereof), the date of its original issue as specified in such Temporary Global Note or (ii) with respect to any Permanent Global Note or Definitive Bearer Note (or portion thereof) issued subsequently upon transfer or e xchange of a Bearer Note or in lieu of a destroyed, lost or stolen Bearer Note, the original issue date of the predecessor Bearer Note, regardless of the date of authentication (and effectuation, as applicable) of such subsequently issued Bearer Note.

Each Bearer Note (including any global Note) and interest coupon, if any, will bear the following legend:

�Any United States person who holds this obligation will be subject to limitations under the United States Income Tax laws, including the limitations provided for in sections 165(j) and 1287(a) of the Code.�

Each Bearer Note issued by an Irish Issuer with a maturity of less than one year shall carry the title �Commercial Paper�, include a statement to the effect that it is guaranteed and identify the Guarantor by name and bear the following legend:

A-3

�This Note is issued in accordance with an exemption granted by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Regulatory Authority of Ireland under section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted by section 31 of the Central Bank Act, 1989 of Ireland, as amended by section 70(d) of the Central Bank Act, 1997 of Ireland and as amended by Schedule 3 of Part 4 of the Central Bank and Financial Services Authority of Ireland Act, 2004. [Insert name of relevant Irish Issuer] is not regulated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Regulatory Authority of Ireland arising from the issue of Notes. An investment in Notes issued by [insert name of relevant Irish Issuer] with a maturity of less than one year does not have the status of a bank deposit and is not within the scope of the Deposit Protection Scheme operated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Regulatory Authority of Ireland.�

Registered Notes. Except as described below, each Registered Note will be dated and issued as of the date of its authentication by the Authenticating Agent. Each Registered Note will bear an original issue date, which will be (i) with respect to an original Registered Note (or any portion thereof), its original issuance date (which will be the settlement date), (ii) with respect to any Registered Note (or portion thereof) issued subsequently upon transfer or exchange of a Registered Note or in lieu of a destroyed, lost or stolen Registered Note, the original issuance date of the predecessor Registered Note, regardless of the date of authentication of such subsequently issued Registered Note and (iii) with respect to any Registered Note (or portion thereof) issued in exchange for an interest in a Permanent Global Note, the last date on which interest was paid on such Permanent Global Note or any predecessor Note.

Each Global Registered Note that is intended to be issued under the new safekeeping structure (�NSS�) being implemented by Euroclear and Clearstream on and after July 1, 2010 and is intended to be Eurosystem-eligible collateral (a �Eurosystem-eligible NSS�) will be: (i) dated and issued as of the date of both authentication by the Fiscal Agent and effectuation by the Common Safekeeper and (ii) registered in the name of a nominee for Euroclear and Clearstream acting as the Common Safekeeper. Each Global Registered Note that is not intended to be issued under the NSS but instead will be registered in the name of a nominee for the Common Depositary for Euroclear

A-4

and Clearstream under the classic safekeeping structure (�CSS�), will continue to be issued in the manner prescribed in the preceding paragraph without the use of a Common Safekeeper under the NSS.

Each Registered Note issued by an Irish Issuer with a maturity of less than one year shall carry the title �Commercial Paper�, include a statement to the effect that it is guaranteed and identify the Guarantor by name and bear the following legend:

�This Note is issued in accordance with an exemption granted by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland under section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted by section 31 of the Central Bank Act, 1989 of Ireland, as amended by section 70(d) of the Central Bank Act, 1997 of Ireland and as amended by Schedule 3 of Part 4 of the Central Bank and Financial Services Authority of Ireland Act 2004. [Insert name of relevant Irish Issuer] is not regulated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland arising from the issue of Notes. An investment in Notes issued by [insert name of relevant Irish Issuer] with a maturity of less than one year does not have the status of a bank deposit and is not within the scope of the Deposit Protection Scheme operated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland.�

Registration: Registered Notes will be issued only in fully registered form without coupons.

Guarantee: Each Note issued by an Issuer other than GE Capital will have the Guarantee of the Guarantor endorsed thereon.

Transfers and

Exchanges: Bearer Notes. For so long as any of the Notes are represented by a global Note, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuers, the Fiscal Agent and any Paying Agent solely in the bearer of the relevant global Note in accordance with and subject to its terms. Transfers of interests in a Temporary or Permanent

A-5

Global Note will be made by Euroclear or Clearstream, Luxembourg in accordance with its customary operating procedures. Title to definitive Bearer Notes and coupons will pass by physical delivery. The bearer of each coupon, whether or not attached to a definitive Bearer Note, shall be subject to and bound by all the provisions contained in the definitive Bearer Note to which such coupon relates. The bearer of any definitive Bearer Note and any coupon may, to the fullest extent permitted by applicable law, be treated at all times, by all persons and for all purposes as the absolute owner of such definitive Bearer Note or coupon, as the case may be, regardless of any notice of ownership, theft or loss or of any writing thereon. Bearer Notes may be exchanged, if so provided in the applicable Final Terms or Securities Note (as the case may be), for Registered Notes.

Registered Notes. A Registered Note may be presented for transfer or exchange at the corporate trust office of the Registrar or any Transfer Agent appointed under the Fiscal Agency Agreement. Registered Notes will be exchangeable for other Registered Notes having identical terms but different denominations without service charge. Registered Notes will not be exchangeable for Bearer Notes.

Maturities: Each Note will mature on a date from nine months or more from its date of issue; provided, however, Notes denominated in Specified Currencies other than US dollars may be subject to restrictions on maturities as provided for in the Distribution Agreement or as otherwise may be required by regulations of the applicable central bank or similar monetary authority of the country issuing the Specified Currency.

Specified Currency: The currency denomination with respect to any Note and the payment of interest and the repayment of principal with respect to any such Note shall be as set forth therein and in the applicable Final Terms or Securities Note (as the case may be).

Denominations: Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as indicated in the applicable Final Terms or Securities Note (as the case may be) provided always that (i) the minimum denomination of each Note will be such as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency; and (ii) Notes issued by an Irish Issuer will be subject to a minimum denomination of �1,000 (or the equivalent in another Specified Currency). Notes issued by the Irish Issuer with a maturity date of less than one year will be subject to a minimum denomination of �125,000 or its foreign currency equivalent.

Global Notes and Definitive

Bearer and Registered Notes: Bearer Notes. Until the 40th day following the date of issuance of any tranche of Bearer Notes or such other date as may be

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required to comply with the terms of Regulation S (�Regulation S�) under the U.S. Securities Act of 1933, as amended, as described in the Distribution Agreement (the �Exchange Date�), and until Final Certification (as defined below) in accordance with TEFRA D as described in the Distribution Agreement, such tranche of Bearer Notes will be represented by one or more Temporary Global Notes in bearer form without interest coupons. The relevant Issuer shall execute, and upon the instructions of the relevant Issuer the Authenticating Agent shall complete and authenticate, and with respect to a Eurosystem-eligible NGN the Authenticating Agent shall also instruct the Common Safekeeper to effectuate, such Temporary Global Note upon the same conditions and in substantially the same manner, and with the same effect, as an individual definitive Bearer Note. On or prior to the settlement date (which will normally be the original issue date) with respect to such Notes, the Authenticating Agent shall (i) with respect to a Temporary Global Note which is intended to be issued in NGN form, deposit the authenticated and effectuated Temporary Global Note with the Common Safekeeper and (ii) with respect to a Temporary Global Note which is intended to be issued in CGN form deposit the Temporary Global Note with the Common Depositary, in each case, in the manner specified below under �Settlement Procedures; Bearer Notes�. The interest of each beneficial owner of Bearer Notes represented by such Temporary Global Note will be credited to the appropriate account with Euroclear or Clearstream, Luxembourg, as specified below under �Interest � General; Bearer Notes�. < /div>

On or after the Exchange Date and provided that Final Certification (as described below) has occurred, the interest of the beneficial owners of the Notes represented by the Temporary Global Note shall be cancelled and such interests shall thereafter be represented by a Permanent Global Note or Definitive Bearer Notes or, if provided in the applicable Final Terms or Securities Note (as the case may be), by definitive Registered Notes. The interest of each beneficial owner of Bearer Notes represented by a Permanent Global Note will be credited to the appropriate account with Euroclear or Clearstream, Luxembourg.

The beneficial owner of an interest in a Permanent Global Note may, at any time, upon 30 days� written notice to the Fiscal Agent as provided in the Fiscal Agency Agreement given by such beneficial owner through either Euroclear or Clearstream, Luxembourg, as the case may be, exchange its beneficial interest in such Permanent Global Note for one or more Definitive Bearer Notes (or, if provided in the applicable Final Terms or Securities Note (as the case may be), a Registered Note) equal in aggregate principal amount to such beneficial interest. Upon receipt by the Fiscal Agent of an initial request to exchange an interest in a Permanent Global Note for a Definitive Bearer Note or Notes, all other interests in such Permanent Global Note shall, so long as Euroclear or Clearstream, Luxembourg shall so require,

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be exchanged for Definitive Bearer Notes. Such exchange shall occur at no expense to the beneficial owners as soon as practicable after the receipt of the initial request for Definitive Bearer Notes. After such exchange has occurred, all remaining interests in the Temporary Global Note will be exchangeable only for definitive Bearer Notes or (if so provided in the applicable Final Terms or Securities Note (as the case may be)) for definitive Registered Notes.

In all events, Bearer Notes will be delivered by the Fiscal Agent only outside the United States to non-U.S. persons.

Registered Notes. If the applicable Final Terms or Securities provides for the issuance of Global Registered Notes, then the relevant Issuer shall execute, and upon the instructions of the relevant Issuer, the Authenticating Agent shall complete and authenticate, and with respect to a Eurosystem-eligible NSS, the Authenticating Agent shall also instruct the Common Safekeeper to effectuate, such Global Register Note. On or prior to the settlement date (which will normally be the original issue date) with respect to such Notes, the Authenticating Agent shall (i) with respect to each Global Registered Note intended to be issued under the NSS, cause the note to be registered in the name of a nominee for the Common Safekeeper and deposit the authenticated and effectuated Global Registered Note with the Common Safekeeper and (ii) with respect to a Global Registered Note which is intended to be issued under the CSS, cause the note to be registered in the name of a nominee for the Common Depositary and deposit the Global Registered Note with the Common Depositary, in each case, in the manner specified below under �Settlement Procedures; Registered Notes�.

Final Certification: Bearer Notes. Final Certification with respect to a Temporary Global Note shall mean the delivery by Euroclear or Clearstream, Luxembourg, as the case may be, to the Fiscal Agent of a signed certificate (a �Clearance System Certificate�) in substantially the form set forth in Exhibit B-1 to the Fiscal Agency Agreement with respect to the Notes being exchanged, dated no earlier than the Exchange Date for such Notes, to the effect that Euroclear or Clearstream, Luxembourg, as the case may be, has received certificates (�Certificates of Non-U.S. Beneficial Ownership�) in the form substantially set forth in Exhibit B-2 to the Fiscal Agency Agreement with respect to each of such Notes, which Certificates of Non-U.S. Beneficial Ownership shall be da ted no earlier than ten days before the Exchange Date and shall be delivered by the account holders appearing on its records as entitled to such Notes.

Interest: The following is a summary of terms of the Notes with respect to interest and is for informational purposes only; the terms of each Note as described in the applicable Final Terms and the Prospectus (in the case of Notes issued by way of the Prospectus)

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or the applicable Securities Note and Registration Document (in the case of Notes issued by way of the Registration Document) shall govern in the case of any conflict with the provisions set forth below. Terms used but not defined herein shall have the meanings assigned to them in the Offering Document.

General: Bearer Notes. Interest on each Bearer Note will accrue from and including the original issue date of such Note for the first interest period and from and including the most recent date to which interest has been paid for all subsequent interest periods. Each payment of interest on a Bearer Note will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid (or from and including the date of issue, if no interest has been paid) to but excluding the Interest Payment Date; provided, however, that in the case of Floating Rate Notes on which the interest rate is reset daily or weekly, each interest payment will include interest accrued from and including the date of issue or from but excluding the fifteenth calendar day preceding the next preceding Interest Payment Date (whether or not such fifteenth calenda r day is a Business Day), unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be); and provided, further, that interest in respect of any Interest Payment Date on any interest in a Temporary Global Note for which Final Certification has not been made shall not be paid until the occurrence of the earlier of (1) Final Certification with respect to such interest in such Temporary Global Note and (2) in the case of an Interest Payment Date occurring between the original issue date and the Exchange Date, delivery by Euroclear or Clearstream, Luxembourg, as the case may be, to the Fiscal Agent of a Clearing System Certificate dated no earlier than such Interest Payment Date to the effect that Euroclear or Clearstream, Luxembourg, as the case may be, has received Certificates of Non-U.S. Beneficial Ownership with respect to such interests in the Temporary Global Note, which Certificates of Non-U.S. Beneficial Ownership shall have been dated no earlier than ten days before such Interest Payment Date and shall be signed by the account holders appearing on its records as entitled to such Notes.

Fixed Rate Bearer Notes. Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be), interest payments on Fixed Rate Bearer Notes will be made on the dates specified in the applicable Final Terms or Securities Note (as the case may be) and at maturity or upon any earlier redemption or repayment.

Floating Rate Bearer Notes. Interest payments will be made on Floating Rate Bearer Notes monthly, quarterly, semi-annually or annually. Except as provided below or as specified in the applicable Final Terms or Securities Note (as the case may be), interest will be payable, in the case of Floating Rate Bearer Notes

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with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to �A� under �Settlement Procedures; Bearer Notes� below (�Settlement Procedure �A� �); in the case of Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure �A� and in the case of Notes with an annual Interest R eset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure �A� and, in each case, on the Maturity Date. If any such Interest Payment Date is not a Business Day, the provisions set forth under �Payments of Principal and Interest � Bearer Notes� shall apply.

General: Registered Notes. Interest on each Registered Note will accrue from and including the original issue date of such Note for the first interest period and from and including the most recent date to which interest has been paid for all subsequent interest periods. Each payment of interest on a Registered Note will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid (or from and including the date of issue, if no interest has been paid) to but excluding the Interest Payment Date, provided, however, that in the case of Floating Rate Notes which reset daily or weekly, interest payments will include interest from and including the date of issue or from but excluding the last Regular Record Date to which interest has been paid, as the case may be, through and including the Regular Record Date next precedi ng the Interest Payment Date, unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be); and provided, further, that at the Maturity Date, the interest payable will include interest accrued to but excluding the Maturity Date.

Fixed Rate Registered Notes. Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be), interest payments on Fixed Rate Registered Notes will be made on the dates specified in the applicable Final Terms or Securities Note (as the case may be) and at the Maturity Date; provided, however, that in the case of Registered Fixed Rate Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Floating Rate Registered Notes. Interest payments will be made on Floating Rate Registered Notes monthly, quarterly, semiannually or annually. Except as provided below or as specified in the applicable Final Terms or Securities Note (as the case may be), interest will be payable, in the case of Floating Rate Registered Notes with a daily, weekly or monthly Interest

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Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to �AA� below under �Settlement Procedures; Registered Notes� (�Settlement Procedure �AA� �); in the case of Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure �AA�; and in the case of Notes with an annual Interest Reset Date, on the third Wedn esday of the month specified pursuant to Settlement Procedure �AA� and, in each case, on the Maturity Date; provided, however, that in the case of Registered Floating Rate Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date. If any such Interest Payment Date is not a Business Day, the provisions set forth under �Payments of Principal and Interest � Registered Notes� shall apply.

Disclosure under Interest

Act (Canada): In the case of Notes issued by GE Capital Canada Funding, whenever it is necessary to compute any amount of interest in respect of the Notes for a period (the �deemed year�) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be (i) calculated on the basis of a 360-day year consisting of 12 months of 30 days each, and (ii) expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

Calculation of Interest: The following is a summary of terms of the Notes with respect to the calculation of interest and is for informational purposes only; the terms of each Note as described in the applicable Final Terms and the Prospectus (in the case of Notes issued by way of the Prospectus) or the applicable Securities Note and Registration Document (in the case of Notes issued by way of the Registration Document) shall govern in the case of any conflict with the provisions set forth below. Terms used but not defined herein shall have the meanings assigned to them in the Offering Document.

Fixed Rate Notes. Interest will be calculated as specified in either (i) the Base Prospectus or as modified in the applicable Final Terms or (ii) the Securities Note (as the case may be).

Floating Rate Notes. Interest will be calculated as specified in either (i) the Base Prospectus or as modified in the applicable Final Terms or (ii) the Securities Note (as the case may be).

Payments of Principal

and Interest: The following is a summary of terms of the Notes with respect to the payment of principal and interest and is for informational

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purposes only; the terms of each Note (as described in either (i) the Final Terms and the Base Prospectus or (ii) the Registration Document and the Securities Note (as the case may be)) and the Fiscal Agency Agreement shall govern in the case of any conflict with the provisions set forth below. Terms used but not defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

Bearer Notes. Except as otherwise provided in the Bearer Notes, payment of the principal amount of each Bearer Note at the Maturity Date thereof will be made only upon presentation and surrender of such Bearer Note to the Principal Paying Agent or any Paying Agent outside the United States. Such payment, together with payment of interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent or such Paying Agent and in turn by the holder of such Note. Bearer Notes presented to the Principal Paying Agent or a Paying Agent at the Maturity Date for payment will be cancelled or destroyed by such paying agent and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments on a Bearer Note (other than interest due at the Maturity Date) will be made by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and delivered to an address outside the United States by the Principal Paying Agent to the person entitled thereto or by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States.

Except as specified in �Interest � General; Bearer Notes� above, interest on a Global Note shall be payable to the beneficial owner thereof through credit to the account of such owner or of the custodian bank of such owner with Euroclear or Clearstream, Luxembourg. On the occasion of each payment, (i) in the case of a CGN, the Paying Agent to which any Global Note was presented for the purpose of making the payment shall cause the appropriate schedule to the relevant Global Note to be annotated so as to evidence the amounts and dates of the payments of principal and/or interest as applicable or (ii) in the case of any Global Note which is a NGN, the Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment. Except as otherwise provided in the Bearer Notes, interest on a defin itive Bearer Note shall be payable to the holder of the appropriate coupon appertaining thereto only upon presentation and surrender of such coupon at the office of the Principal Paying Agent or any other Paying Agent outside the United States.

If any Fixed Interest Payment Date or the Maturity Date or redemption or repayment date of a Fixed Rate Bearer Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on

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such payment for the period from and after such Fixed Interest Payment Date or Maturity Date, as the case may be. If any Interest Payment Date (other than the Maturity Date) for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note at which time the Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day. If the Maturity Date for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, the payment of principal, premium, if any, and interest, if any, will be made on the follo wing day that is a Business Day with respect to such Note, and no interest shall accrue for the period from and after such Maturity Date.

Registered Notes. Except as otherwise provided in a Registered Note, the Principal Paying Agent will pay the principal amount of each Registered Note at the Maturity Date upon presentation and surrender of such Note to its offices. Such payment, together with payment of interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent and in turn by the holder of such Note. Registered Notes presented to the Principal Paying Agent at the Maturity Date for payment will be cancelled or destroyed and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments on a Registered Note (other than interest due at the Maturity Date) will be made by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and mailed by the Prin cipal Paying Agent to the person entitled thereto as provided in such Note and the Fiscal Agency Agreement or by wire transfer of immediately available funds. Following each Regular Record Date, the Principal Paying Agent will furnish the relevant Issuer with a list of interest payments to be made on the following Interest Payment Date for each Registered Note and in total for all Registered Notes. Interest at the Maturity Date will be payable to the person to whom the payment of principal is payable. The Principal Paying Agent will provide monthly to the relevant Issuer lists of principal and interest, to the extent ascertainable, to be paid on Registered Notes maturing or to be redeemed in the next month. The Principal Paying Agent will be responsible for withholding taxes on interest paid on Registered Notes as required by applicable law.

If any Fixed Interest Payment Date or the Maturity Date of a Fixed Rate Registered Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period

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from and after such Fixed Interest Payment Date or Maturity Date, as the case may be. If any Interest Payment Date (other than the Maturity Date) for any Floating Rate Registered Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Note at which time the Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day. If the Maturity Date for any Floating Rate Registered Note would fall on a day that is not a Business Day with respect to such Note, the payment of principal, premium, if any, and interest, if any, will be made on the following day that is a B usiness Day with respect to such Note, and no interest shall accrue for the period from and after such Maturity Date.

Preparation of

Final Terms: If any offer to purchase a tranche of Notes is accepted by or on behalf of the relevant Issuer, and the tranche of Notes is to be issued and documented by way of the Prospectus, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will prepare the final terms (the �Final Terms�) reflecting the terms of such tranche of Note and will deliver a copy of such Final Terms to the relevant Dealer as such Dealer shall request as soon as practicable, but in no event later than 5 Business Days following the date such offer to purchase Notes is accepted. The relevant Dealer will cause such Final Terms together with the Base Prospectus to be delivered to each purchaser of such tranche of Note. In addition, the relevant Issuer shall forward the Final Terms to the Fiscal Agent as soon as it becomes available but in no event later tha n the issue date.

In each instance that Final Terms are prepared, the Dealers receiving such Final Terms will affix the Final Terms to the Base Prospectus prior to their use. Outdated Final Terms, and the Base Prospectus to which they are attached (other than those retained for files), will be destroyed.

Preparation of

Securities Note: If any offer to purchase a tranche of Notes is accepted by or on behalf of the relevant Issuer, and the tranche of Notes is to be issued by way of the Registration Document and documented in a securities note supplemental to the Registration Document, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will prepare such securities note (the �Securities Note�) reflecting the terms of such tranche of Note and will deliver a copy of such Securities Note to the relevant Dealer as such Dealer shall request as soon as practicable, but in no event later than 5 Business Days following the date such offer to purchase Notes is accepted. The relevant Dealer will cause such Securities Note together with the Base

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Prospectus to be delivered to each purchaser of such tranche of Note. In addition, the relevant Issuer shall forward the Securities

Note to the Fiscal Agent as soon as it becomes available but in no event later than the issue date

In each instance that a Securities Note is prepared, the Dealers receiving such Securities Note will affix the Securities Note to the Registration Document prior to their use. Outdated Securities Notes, and the Registration Document to which they are attached (other than those retained for files), will be destroyed.

Settlement: The receipt by the relevant Issuer of immediately available funds in exchange for: (i) in the case of a Global Note issued in CGN form, the delivery of an authenticated Temporary Global Note to the Common Depositary; or (ii) in the case of a Global Note issued in NGN form, the delivery of an authenticated Temporary Global Note to, and which is then effectuated by, the Common Safekeeper, in each case, in the manner described in �Settlement Procedures; Bearer Notes� below; or (iii) in the case of a Global Registered Note held under the CSS, an authenticated Global Registered Note, completed by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and authenticated by and registered in the name of a nominee for the Common Depository; or (iv) in the case of a Global Registered Note issued under the NSS, the delivery o f an authenticated Global Registered Note, completed by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and which is then effectuated by, and registered in the name of a nominee for, the Common Safekeeper, in each case shall constitute �settlement� with respect to such Note. All orders accepted by the relevant Issuer will be settled on such date as the relevant Issuer and the purchaser shall agree upon.

Settlement Procedures;

Bearer Notes: Settlement Procedures with regard to each Bearer Note sold by each Issuer to or through a Dealer shall be as follows:

A.	The relevant Dealer will advise the relevant Issuer by telephone that such Note is initially a Bearer Note and of the following settlement information:
	1.	Principal amount.
	2.	Maturity Date.
	3.	In the case of a Fixed Rate Bearer Note, the Fixed Interest Rate, the Interest Payment Period, the Fixed Interest Payment Dates, the Determination Dates, the Interest Commencement Date, the Fixed Day Count Fraction, and whether such Note is an Amortizing Note and, if so, the amortization schedule.

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	In the case of a Floating Rate Bearer Note, the Initial Interest Rate (if known at such time), the Interest Payment Dates, the Interest Payment Period, the Calculation Agent, the Base Rate, the Index Maturity, the Interest Reset Period, the Interest Determination Date, the Interest Reset Dates, the Spread or Spread Multiplier (if any), the Minimum Interest Rate (if any), the Maximum Interest Rate (if any), the Alternate Rate Event Spread (if any) and the Floating Day Count Fraction.
4.	Redemption or repayment provisions, if any.
5.	Settlement date and time.
6.	Issue Price.
7.	Denominations.
8.	Specified Currency.
9.	Ranking.
10.	Dealer�s commission, if any, determined as provided in the Distribution Agreement.
11.	Dealer�s account number at Clearstream or the Euroclear Operator.
12.	Whether the Global Note constituting the Notes will be issued in CGN form or NGN form.
13.	Whether the Note is an Indexed Note, and if it is an Indexed Note, the Indexed Currency, the Currency Base Rate and the Determination Agent.
14.	Whether the Note is a Dual Currency Note, and if it is a Dual Currency Note, the Face Amount Currency, the Optional Payment Currency, the Designated Exchange Rate, the Option Election Dates and the Option Value Calculation Agent.
15.	Whether the Note is an Extendible Note, and if it is an Extendible Note, the Initial Maturity Date, the Election Date and the Final Maturity Date.

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	16.	If applicable, wire transfer instructions including name of banking institution where transfer is to be made and account number.
	17.	Whether such Note is to be listed on the Official List of the UK Listing Authority (the �UKLA�) and admitted to trading by the London Stock Exchange, the Singapore Exchange Securities Trading Limited or on or by any other stock exchange, competent authority and/or market.
	18.	Any other applicable terms.
B.	The relevant Issuer will advise the Fiscal Agent by telephone or electronic transmission confirmed in writing at any time on the sale date of the information set forth in Settlement Procedure A above. The relevant Issuer will also give the Fiscal Agent written instructions regarding the transfer of funds. The relevant Issuer will send a copy of such instructions to the relevant Dealer or Dealers.
	The Fiscal Agent shall telephone each of Euroclear or Clearstream, Luxembourg with a request for a security code for each tranche agreed to be issued, which security code or codes will be notified by the Fiscal Agent to the relevant Issuer and the relevant Dealer or Dealers.
	The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall prepare and cause to be delivered to the Fiscal Agent either (i) the applicable Final Terms supplemental to the Base Prospectus or (ii) the Securities Note supplemental to the Registration Document (as the case may be) describing the terms of the particular tranche of Notes.
C.	In accordance with the written instructions and the applicable Final Terms or Securities Note (as the case may be), the Fiscal Agent shall:
	(i) with respect to Global Notes in CGN form, prepare, complete, by appending the Final Terms to the executed blank note previously delivered by the Issuer and authenticate a Temporary Global Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Temporary Global Note will then be delivered to the Common Depositary. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to credit the Notes represented by such Temporary Global Notes delivered to such Common Depositary to the Fiscal

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		Agent�s distribution account at Euroclear or Clearstream, Luxembourg, as the case may be; or
		(ii) with respect to Global Notes in NGN form, prepare, complete, by appending the Final Terms to the executed blank note previously delivered by the Issuer and authenticate a Temporary Global Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Temporary Global Note will then be delivered to the specified Common Safekeeper and, in the case of an NGN which is a Eurosystem-eligible NGN, the Fiscal Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant tranche of Notes and to credit the Notes represented by such Temporary Global Note delivered to such Common Safekeeper to the Fiscal Agent�s distribution account at Euroclear or Clearstream, Luxembourg, as the case may be.
		In each case, the Fiscal Agent will instruct Euroclear or Clearstream, Luxembourg to debit, on the settlement date, from the distribution account of the Fiscal Agent the number of Notes of each Tranche with respect to which the relevant Dealer has solicited an offer to purchase and to credit, on the settlement date, such Notes to the account of such Dealer with Euroclear or Clearstream, Luxembourg against payment of the issue price of such Notes. Each relevant Dealer shall give corresponding instructions to Euroclear or Clearstream, Luxembourg.
	D.	Euroclear and Clearstream, Luxembourg shall debit and credit accounts in accordance with instructions received by them. The Fiscal Agent shall pay the relevant Issuer the aggregate net proceeds received by it in immediately available funds via a transfer of funds to the account of the relevant Issuer with a bank selected by such Issuer notified to the Fiscal Agent from time to time in writing.
Settlement Procedures Timetable; Bearer Notes:	For sales by each Issuer of Bearer Notes to or through a Dealer, Bearer Settlement Procedures �A� through �D� above shall be completed on or before the respective times set forth below:
	Settlement Procedure
	Bearer Notes		Time
	A		12:00 P.M. (NYC time) three days before settlement date

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	B		9:00 A.M. (London time) two days before settlement date
	C		3:45 P.M. (London time) on day before settlement date
	D		5:00 P.M. (NYC time) on settlement date
Settlement Procedures; Registered Notes:	Settlement Procedures with regard to each Registered Note sold by each Issuer to or through a Dealer shall be as follows:
	AA.	The relevant Dealer will advise the relevant Issuer by telephone that such Note is a Registered Note and of the following settlement information:
		1.	Name in which such Note is to be registered (�Registered Owner�).
		2.	Address of the Registered Owner and address for payment of principal and interest.
		3.	Taxpayer identification number of the Registered Owner (if available); the Dealer shall request that the purchasers of the Notes prepare a Form W-8BEN or other applicable form required by the United States Internal Revenue Code of 1986, as amended (the �Code�) and cause such form to be delivered to the Fiscal and Paying Agent on or prior to the settlement date.
		4.	Principal amount.
		5.	Maturity Date.
		6.	In the case of a Fixed Rate Registered Note, the Fixed Interest Rate, the Interest Payment Period, the Fixed Interest Payment Dates, the Determination Dates, the Interest Commencement Date, the Fixed Day Count Fraction, and whether such Note is an Amortizing Note and, if so, the amortization schedule.
			In the case of a Floating Rate Registered Note, the Initial Interest Rate (if known at such time), the Interest Payment Dates, the Interest Payment Period, the Calculation Agent, the Base Rate, the Index Maturity, the Interest Reset Period, the Interest Determination Date, the Interest Reset Dates, the Spread or Spread Multiplier (if any), the Minimum Interest Rate (if any), the

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	Maximum Interest Rate (if any), the Alternate Rate Event Spread (if any), the Floating Day Count Fraction and the Regular Record Dates.
7.	Redemption or repayment provisions, if any.
8.	Settlement date and time.
9.	Issue Price.
10.	Denominations.
11.	Specified Currency.
12.	Ranking.
13.	Dealer�s commission, if any, determined as provided in the Distribution Agreement.
14.	Whether the Note is issued with more than a de minimis amount of discount.
15.	Whether the Note is an Indexed Note, and if it is an Indexed Note, the Indexed Currency, the Currency Base Rate and the Determination Agent.
16.	Whether the Note is a Dual Currency Note, and if it is a Dual Currency Note, the Face Amount Currency, the Optional Payment Currency, the Designated Exchange Rate, the Option Election Dates and the Option Value Calculation Agent.
17.	Whether the Note is an Extendible Note, and if it is an Extendible Note, the Initial Maturity Date, the Election Date and the Final Maturity Date.
18.	If applicable, wire transfer instructions, including name of banking institution where transfer is to be made and account number.
19.	Whether such Note is to be listed on the Official List of the UKLA and admitted to trading by the London Stock Exchange, the Singapore Exchange Securities Trading Limited or on or by any other stock exchange, competent authority and/or market.
20.	Whether the Global Note constituting the Notes will be issued under the CSS or the NSS and whether it is intended to be Eurosystem-eligible collateral.

A-20

	21.	Any other applicable terms.
BB.	The relevant Issuer will advise the Fiscal Agent by telephone or electronic transmission (confirmed in writing at any time on the sale date) of the information set forth in Settlement Procedure �AA� above.
CC.	(i) Registered Notes in definitive form. The relevant Issuer will have delivered to the Authenticating Agent an executed blank Note. The Authenticating Agent will complete such executed blank Note by appending the Final Terms to such executed blank Note and authenticate such Note and deliver it through the Fiscal Agent (with the confirmation) to the relevant Dealer, and such Dealer will acknowledge receipt of the Note. Such delivery will be made only against such acknowledgment of receipt and evidence that instructions have been given by such Dealer for payment to the account of the relevant Issuer, in funds available for immediate use, of an amount equal to the price of such Note less such Dealer�s commission, if any; provided however, the relevant Issuer and the Fiscal Agent may agree on different delivery procedures for definitive Registered Notes denominated in Specifie d Currencies other than U.S. dollars. In the event that the instructions given by such Agent for payment to the account of such Issuer are revoked, such Issuer will as promptly as possible wire transfer to the account of such Dealer an amount of immediately available funds equal to the amount of such payment made.
	(ii) Global Registered Notes. In accordance with the written instructions and the applicable Final Terms or Securities Note (as the case may be), the Fiscal Agent shall:
		(a)    with respect to Global Registered Notes to be issued under the CSS, prepare, complete, by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and authenticate a Global Registered Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Global Registered Note will be registered in the name of and delivered to the Common Depositary. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to credit the Notes represented by such Global Registered Note delivered to such Common Depositary to the Fiscal Agent�s distribution account

A-21

		at Euroclear or Clearstream, Luxembourg, as the case may be; or
		(b)    with respect to Global Registered Notes to be issued under the NSS, prepare, complete, by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and authenticate a Global Registered Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Global Registered Note will then be registered in the name of and delivered to the specified Common Safekeeper and, in the case of a Global Registered Note which is intended to be a Eurosystem-eligible NSS, the Fiscal Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant tranche of Notes and to credit the Notes represented by such Global Re gistered Note delivered to such Common Safekeeper to the Fiscal Agent�s distribution account at Euroclear or Clearstream, Luxembourg, as the case may be.
	The Principal Paying Agent shall pay the relevant Issuer the aggregate net proceeds received by it in immediately available funds via a transfer of funds to the account of the relevant Issuer maintained at a bank selected by such Issuer notified to the Principal Paying Agent from time to time in writing.
DD.	(i)         Registered Notes in definitive form. Unless the relevant Dealer purchased such Note for its own account, such Dealer will deliver such Note (with confirmation) to the customer against payment in immediately payable funds. Such Dealer will obtain the acknowledgment of receipt of such Note. If the relevant Dealer purchased such Note for its own account, such Dealer will accept delivery of such Note against payment in immediately available funds, and will deliver an acknowledgement of receipt of such Note.
	(ii)        Global Registered Notes. The receipt by the relevant Issuer of immediately available funds in exchange for (i) in the case of a Global Registered Note held under the CSS, an authenticated Global Registered Note, authenticated by, and registered in the name of, a nominee for the Common Depositary, or (ii) in the case of a Global Registered Note issued under the NSS, the delivery of an authenticated Global Registered Note to,

A-22

		and which is then effectuated by, and registered in the name of a nominee for, the Common Safekeeper, in each case shall constitute �settlement� with respect to such Global Registered Note.
	EE.	Periodically, the Fiscal Agent will send to the relevant Issuer a statement setting forth the principal amount of the Registered Notes outstanding as of that date under the Fiscal Agency Agreement and setting forth a brief description of any sales of which such Issuer has advised the Fiscal Agent but which have not yet been settled.
Settlement Procedures Timetable; Registered Notes:	For sales by the relevant Issuer of Registered Notes to or through a Dealer, Registered Settlement Procedures �AA� through �DD� set forth above shall be completed on or before the respective times (London Time) set forth below:
	Settlement Procedure; Registered
	Notes		Time
	AA		2:00 P.M. on day before settlement date
	BB		3:00 P.M. on day before settlement date
	CC		2:15 P.M. on settlement date
	DD		3:00 P.M. on settlement date

Failure to Settle: Bearer Notes. If any Dealer shall have advanced its own funds for payment against subsequent receipt of funds from the purchaser and if a purchaser shall fail to make payment for a Note, such Dealer will promptly notify the relevant Issuer, the Fiscal Agent, the Principal Paying Agent, the Common Depositary or Common Service Provider appointed by the relevant Issuer and Common Safekeeper (as the case may be) and Euroclear and Clearstream, Luxembourg by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the relevant Issuer shall promptly instruct the Fiscal Agent to cancel the purchaser�s interest in the appropriate Temporary Global Note representing such Note. Upon (i) confirmation from the Fiscal Agent in writing (which may be given by facsimile) that the Fiscal Agent has cancelled such purchaser�s interest in suc h Temporary Global Note and (ii) confirmation from such Dealer in writing (which may be given by facsimile) that such Dealer has not received payment from the purchaser, the relevant Issuer will promptly pay to such Dealer an amount in immediately available funds equal to the amount previously paid by such Dealer in respect of such Bearer Note. Such payment will be made on the settlement date, if possible, and in any event not later than 12:00 noon (New York City time)

A-23

on the Business Day following the settlement date. The Fiscal Agent and the Common Depositary will make or cause to be made such revisions to such Temporary Global Note (if the Temporary Global Note is a CGN) or the Fiscal Agent will instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records in each case (if the Temporary Global Note is a NGN) as are necessary to reflect the cancellation of such portion of such Temporary Global Note.

If a purchaser shall fail to make payment for the Note for any reason other than the failure of such Dealer to provide the necessary information to the relevant Issuer as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above, and if such Dealer shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, the relevant Issuer will reimburse such Dealer on an equitable basis for such Dealer�s loss of the use of funds during the period when they were credited to account of such Issuer or the Fiscal Agent.

Immediately upon such cancellation, the Fiscal Agent will make appropriate entries in its records to reflect the fact that a settlement did not occur with respect to such Note.

Registered Notes. If a purchaser fails to accept delivery of and make payment for any Registered Note, the relevant Dealer will notify the relevant Issuer and the Fiscal Agent by telephone and return such Note to the Fiscal Agent. Upon receipt of such notice, the relevant Issuer will immediately wire transfer to the account of such Dealer an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If a purchaser shall fail to make payment for the Note for any reason other than the failure of such Dealer to provide the necessary information to the relevant Issuer as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above, and if such Deale r shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, then the relevant Issuer will reimburse such Dealer or the Principal Paying Agent, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of such Issuer. Immediately upon receipt of the Registered Note in respect of which such failure occurred, the Principal Paying Agent will mark such Note �cancelled�, make appropriate entries in the Principal Paying Agent�s records and send such Note to the relevant Issuer.

A-24

Notice of Issuance to

London Stock

Exchange: The Fiscal Agent will provide information with respect to each tranche of Notes to be listed on the Official List of UKLA and admitted to trading by the London Stock Exchange to such Exchange and will advise the relevant Issuer and the relevant Dealer in writing as to the effectiveness of the listing of such Notes by the close of business on the related settlement date. To the extent required by the UKLA and/or London Stock Exchange, the Dealers will provide the Fiscal Agent with secondary market information regarding any tranche of Notes listed on the London Stock Exchange and the Fiscal Agent will provide such information to the UKLA and the London Stock Exchange.

Notice of Issuance to

Any Other Stock

Exchange, Competent

Authority: The Fiscal Agent will provide information with respect to each tranche of Notes to be listed or admitted to trading on any stock exchange, competent authority and/or market to such stock exchange, competent authority and/or market and will advise the relevant Issuer and the relevant Dealer in writing as to the effectiveness of the listing and or admission to trading of such Notes by the close of business on the related settlement date.

Listing: The Fiscal Agent will, on a regular basis and as applicable, provide the UKLA and the London Stock Exchange and/or any other stock exchange, competent authority and/or market with such information as the UKLA and the London Stock Exchange or any other stock exchange, competent authority and/or market may require regarding any tranches of Notes that are listed on the Official List of the UKLA and admitted to trading on the London Stock Exchange or listed or admitted to trading on any other stock exchange, competent authority and/or market and are issued and outstanding.

A-25

EXHIBIT B-1

[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

HOLDER OF EUROCLEAR, CLEARSTREAM, LUXEMBOURG ]

CERTIFICATE

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital Canada Funding Company]

[GE Capital European Funding]

[GE Capital UK Funding]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally Guaranteed by

General Electric Capital Corporation]

Represented by Temporary Global Note No. .

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account [(A) are beneficially owned by persons that are not residents of Canada, except residents of Canada to whom the principal amount of Notes so beneficially owned has been sold and who acquired the same in compliance with the securities laws of Canada or of the applicable province or territory thereof; and (B)] (i) are owned by person(s) that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income tax regardless of its source, or trusts if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person (�United States person(s)�), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (�financial institutions�) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer�s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) o r (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Notes is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) such financial institution has not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

B-1-1

As used herein, �United States� means the United States of America (including the States and the District of Columbia) and its �possessions� include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to $ of such interest in the above Notes in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Notes (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with [certain securities laws of Canada and] certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Dated:            

[To be dated no earlier than the 10th day before

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]

[Name of Account Holder]

By:

      (Authorized Signatory)

Name:

Title:

B-1-2

EXHIBIT B-2

[FORM OF CERTIFICATE TO BE GIVEN BY

EUROCLEAR, CLEARSTREAM, LUXEMBOURG]

CERTIFICATE

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital Canada Funding Company]

[GE Capital European Funding]

[GE Capital UK Funding]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally Guaranteed by

General Electric Capital Corporation]

Represented by Temporary Global Note No. .

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our �Member Organizations�) substantially to the effect set forth in Exhibit B-1 to the Ninth Amended and Restated Fiscal and Paying Agency Agreement, as of the date hereof, principal amount of the above-captioned Notes [(A) is beneficially owned by persons that are not residents of Canada, except residents of Canada to whom the principal amount of Notes so beneficially owned has been sold and who acquired the same in compliance with the s ecurities laws of Canada or of the applicable province or territory thereof; and (B)](i) is owned by persons that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income tax regardless of its source, or trusts if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person (�United States persons�), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (�financial inst itutions�) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer�s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of

B-2-1

1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, �United States� means the United States of America (including the States and the District of Columbia) and its �possessions� include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. < /div>

We further certify (i) that we are not making available herewith for exchange any portion of the temporary global Note excepted as set forth herein and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith are no longer true and cannot be relied upon as the date hereof.

We understand that this certification is required in connection with [certain securities laws of Canada and] certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Dated:            

[To be dated no earlier than

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]

[EUROCLEAR BANK S.A./N.V.

    as Operator of the Euroclear System]

[CLEARSTREAM BANKING, soci�t�

anonyme]

[OTHER CLEARANCE SYSTEM]

By:

B-2-2

EXHIBIT C-1

[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

HOLDER OF EUROCLEAR AND CLEARSTREAM, LUXEMBOURG]

CERTIFICATE

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital Canada Funding Company]

[GE Capital European Funding]

[GE Capital UK Funding]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally guaranteed by

General Electric Capital Corporation]

Represented by Permanent Global Note No. .

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account (i) are owned by person(s) requesting definitive [Registered/Bearer] Notes in exchange for their interests in the above-referenced permanent Global Note and (ii) such persons desire to exchange principal amount of the above-captioned Notes for definitive [Registered/Bearer] Notes.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to $             of such interest in the above Notes in respect of which we do not desire to exchange for definitive Notes.

Dated:            

[Name of Account Holder]
By:
	Name:
	Title:

C-1

EXHIBIT C-2

[FORM OF CERTIFICATE TO BE GIVEN BY

EUROCLEAR AND CLEARSTREAM, LUXEMBOURG]

CERTIFICATE

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital Canada Funding Company]

[GE Capital European Funding]

[GE Capital UK Funding]

Euro Medium-Term Notes or Other Debt Securities

[Unconditionally Guaranteed by

General Electric Capital Corporation]

Represented by Permanent Global Note No. .

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our �Member Organizations�) substantially to the effect set forth in Exhibit C-1 to the Ninth Amended and Restated Fiscal and Paying Agency Agreement relating to such Notes, as of the date hereof, principal amount of the above-captioned Notes (i) is owned by person(s) requesting definitive [Registered/Bearer] Notes in exchange for their interests in the above-referenced permanent Global Note and (ii) such persons desire to exchange principal amount of the abov e-captioned Notes for definitive [Registered/Bearer] Notes.

We further certify (i) that we are making available herewith for exchange all interests in the permanent global Note and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the permanent global Note submitted herewith are no longer true and cannot be relied upon as the date hereof.

Dated:

[EUROCLEAR BANK S.A./N.V.

as Operator of the Euroclear System]

[CLEARSTREAM BANKING, soci�t�

anonyme]

[OTHER CLEARANCE SYSTEM]

C-2

EXHIBIT D-1

[FORM OF GUARANTEE TO BE ENDORSED ON NOTES]

1.        FOR VALUE RECEIVED, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the �Guarantor�), hereby unconditionally and irrevocably guarantees to the holder of the Note upon which this guarantee is endorsed the due and punctual payment of any and all amounts required to be paid upon said Note according to its terms, when, where and as the same shall become due and payable, whether on an interest payment date, at maturity, upon redemption or purchase or otherwise, in accordance with the terms thereof. Terms and expressions defined in the Ninth Amended and Restated Fiscal and Paying Agency Agreement dated as of April 6, 2010, as it may be further amended or supplemented from time to time, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Compan y, GE Capital European Funding, GE Capital UK Funding, The Bank of New York Mellon and The Bank of New York Mellon (Luxembourg) S.A. (as amended and supplemented from time to time, the �Fiscal Agency Agreement�), and the Notes shall have the same meanings herein, except as otherwise defined herein or unless there is something in the subject matter or context inconsistent therewith.

2.        (a)        In case of failure by [GE Capital Australia Funding Pty. Ltd.] [GE Capital Canada Funding Company] [GE Capital European Funding] [GE Capital UK Funding] [Name of Additional Issuer acceding to the Fiscal Agency Agreement pursuant to Section 19 thereof] or its successors or assigns (the �Issuer�) punctually to pay any such amount, the Guarantor hereby agrees to cause such payment to be made punctually when, where and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, and as if such payment were made by the Issuer. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, legality or enforceability of the Note, the absence of any action to enforce the same, the waiv er or consent by the holder of the Note with respect to any provisions thereof, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

           (b)        The Guarantor shall be subrogated to all rights of the holder of the Note against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided that the Guarantor shall 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 of the Notes shall have been paid in full or duly provided for.

           (c)        The Guarantor hereby waives notice of acceptance of this Guarantee and also waives notice of nonpayment of any and all amounts payable or in respect of said Note or any part thereof.

           (d)        This Guarantee is unsecured and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

3.        (a)        The Guarantor will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its properties to any other corporation, unless (i) either the Guarantor shall be the continuing corporation or the successor corporation (if other than the Guarantor) (the �successor corporation�) shall be a corporation organized under the laws of the United States of America or of a state thereof and such successor corporation shall expressly assume the due and punctual payments of all amounts

D-1-1

due under this Guarantee and the due and punctual performance of all of the covenants and obligations of the Guarantor under this Guarantee endorsed on all the Notes, by supplemental agreement satisfactory to the Fiscal and Paying Agent executed and delivered to such Fiscal and Paying Agent by the successor corporation and the Guarantor and (ii) the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or obligation.

           (b)        Upon any such merger or consolidation, sale, conveyance, transfer or other disposition, such successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Guarantor under this Guarantee, with the same effect as if such successor corporation had been named as the Guarantor herein, and the Guarantor shall be released from its liability as Guarantor under this Guarantee and under the Fiscal Agency Agreement.

4.        The Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee, and to constitute the same the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, except that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization and other laws of general application relating to or affecting the rights of creditors or by general principles of equity, including the limitation that specific performance, being an equitable remedy, is discretionary and may not be ordered, have been done and performed and have happened in due and strict compliance with all applicable laws.

5.        This Guarantee shall be construed in accordance with and governed by the laws of the State of New York, United States of America.

6.         This Guarantee is dated the date of the Note upon which it is endorsed.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.

GENERAL ELECTRIC CAPITAL
	CORPORATION
By:

D-1-2

EXHIBIT E

[FORM OF ISSUER ACCESSION LETTER]

ISSUER ACCESSION LETTER

[DATE]

GENERAL ELECTRIC CAPITAL CORPORATION

201 High Ridge Road

Stamford, CT 06927

Attention: Senior Vice President - Corporate Treasury and Global Funding Operation

[Name of Additional Issuer]

[Address]

Attention:

THE BANK OF NEW YORK MELLON.

One Canada Square

London E14 5AL

United Kingdom

Attention:   [Manager, Institutional Trust Services]

Ladies and Gentlemen:

Reference is hereby made to the Ninth Amended and Restated Fiscal and Paying Agency Agreement dated as of April 6, 2010 (the �Fiscal Agency Agreement�) among General Electric Capital Corporation, as an issuer and as guarantor (�GE Capital�), the other issuers named therein or acceded thereto (together with GE Capital, each an �Issuer�), The Bank of New York Mellon, as fiscal and paying agent (the �Fiscal and Paying Agent�), The Bank of New York Mellon (Luxembourg) S.A., as initial registrar and Luxembourg transfer agent pursuant to which Euro Medium-Term Notes and Other Debt Securities of each such Issuer are distributed from time to time. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Fiscal Agency Agreement.

1. Pursuant to Section 19(b)(i) of the Fiscal Agency Agreement, this Issuer Accession Letter is being entered into by GE Capital, [Name of Additional Issuer] (the �Company�), the Fiscal and Paying Agent and the Paying Agent to provide for the accession of the Company as an Additional Issuer party to the Fiscal Agency Agreement as of the date hereof (the �Accession Date�).

2. In accordance with Section 19(a) of the Fiscal Agency Agreement, GE Capital and the Company hereby confirm that the Company is a Subsidiary of GE Capital and that each Note issued by the Company shall be irrevocably and unconditionally guaranteed by GE Capital.

3. In accordance with Section 19(b)(ii) and 19(b)(iii) of the Fiscal Agency Agreement, GE Capital and the Company hereby certify to the Fiscal and Paying Agent that each of the persons signing this Issuer Accession Letter on behalf of the GE Capital and the Company is an Issuer Authorized Representative as defined in Section 3(a) of the Fiscal Agency Agreement and that each of the forms of Notes, including the form of the Guarantee

E-1-1

appearing thereon, attached hereto as Annex A-1 through A-[] has been approved pursuant to the authority delegated to such Issuer Authorized Representative by the Board of Directors of each of GE Capital and the Company. In addition to the above, the following persons are Issuer Authorized Representatives of the Company: [List each Additional Issuer Authorized Representative, if any.]

4. In accordance with Section 19(b)(iv) of the Fiscal Agency Agreement, the Company and the Guarantor hereby confirm that an Issuer Accession Notice has been sent to each of the Dealers party to the Distribution Agreement, a copy of which is attached hereto as Annex B.

5. All notices to the Company under Section 20 of the Fiscal Agency Agreement shall be deemed to have been given when sent by certified or registered mail, postage prepaid, or by facsimile transmission to the Company as follows (in each case with a copy to GE Capital at the address or facsimile number appearing in Section 20 of the Fiscal Agency Agreement):

[Company Name]

[Address]

Attention:

Phone:

Fax:

Please countersign where indicated below to indicate your acceptance and agreement to the foregoing, whereupon this Issuer Accession Letter shall become a valid and binding agreement of the parties as of the date first above written.

Very truly yours,

GENERAL ELECTRIC CAPITAL

            CORPORATION

By:

Name:

Title:

[NAME OF ADDITIONAL ISSUER]

By:

Name:

Title:

E-1-2

Accepted and Agreed:

THE BANK OF NEW YORK MELLON

By:

Name:

Title:

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

By:

Name:

Title:

E-1-3

EX-4.W 3 geccexhibit4w.htm GECC EXHIBIT 4(W)

Exhibit 4(w)

February 25, 2011

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Subject: General Electric Capital Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2010 – File No. 001-06461

Dear Sirs:

Neither General Electric Capital Corporation (the “Corporation”) nor any of its subsidiaries has outstanding any instrument with respect to its long-term debt, other than those filed as an exhibit to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, under which the total amount of securities authorized exceeds 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. In accordance with paragraph (b) (4) (iii) of Item 601 of Regulation S-K (17 CFR §229.601), the Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each instrument that defines the rights of holders of such long-term debt not filed or incorporated by reference as an exhibit to the Corporation’s Ann ual Report on Form 10-K for the fiscal year ended December 31, 2010.

Very truly yours, GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Kathryn A. Cassidy
	Kathryn A. Cassidy Senior Vice President Corporate Treasury and Global Funding Operation

EX-12.A 4 geccexhibit12a.htm GECC EXHIBIT 12(A)

Exhibit 12(a)

General Electric Capital Corporation and consolidated affiliates

Computation of Ratio of Earnings to Combined Fixed Charges

	Year ended December 31
(Dollars in millions)	2010		2009		2008		2007		2006
Earnings (loss)(a)	$	2,027	$	(2,693)	$	6,157	$	13,526	$	11,915
Plus:
Interest included in expense(b)		14,924		17,491		24,654		22,420		17,605
One-third of rental expense(c)		212		267		171		336		306
Adjusted "earnings"(d)	$	17,163	$	15,065	$	30,982	$	36,282	$	29,826
Fixed Charges:
Interest included in expense(b)	$	14,924	$	17,491	$	24,654	$	22,420	$	17,605
Interest capitalized		39		39		65		80		77
One-third of rental expense(c)		212		267		171		336		306
Total fixed charges	$	15,175	$	17,797	$	24,890	$	22,836	$	17,988
Ratio of earnings to fixed charges		1.13		0.85		1.24		1.59		1.66

(a)   Earnings (loss) before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.

(b)   Included interest on tax deficiencies.

(c)   Considered to be representative of interest factor in rental expense.

(d)   In accordance with Item 503 of SEC Regulation S-K, we are required to disclose the amount of earnings needed to achieve a one-to-one ratio of earnings to fixed charges. As of December 31, 2009, this amount was $2,732 million.

EX-12.B 5 geccexhibit12b.htm GECC EXHIBIT 12(B)

Exhibit 12(b)

General Electric Capital Corporation and consolidated affiliates

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

	Year ended December 31
(Dollars in millions)	2010		2009		2008		2007		2006
Earnings (loss)(a)	$	2,027	$	(2,693)	$	6,157	$	13,526	$	11,915
Plus:
Interest included in expense(b)		14,924		17,491		24,654		22,420		17,605
One-third of rental expense(c)		212		267		171		336		306
Adjusted "earnings"(d)	$	17,163	$	15,065	$	30,982	$	36,282	$	29,826
Fixed Charges:
Interest included in expense(b)	$	14,924	$	17,491	$	24,654	$	22,420	$	17,605
Interest capitalized		39		39		65		80		77
One-third of rental expense(c)		212		267		171		336		306
Total fixed charges	$	15,175	$	17,797	$	24,890	$	22,836	$	17,988
Ratio of earnings to fixed charges		1.13		0.85		1.24		1.59		1.66
Preferred stock dividend requirements	$	–	$	–	$	–	$	–	$	3
Ratio of earnings before provision for
income taxes to earnings from
continuing operations		0.72		(1.58)		0.74		1.08		1.13
Preferred stock dividend factor on
pre-tax basis	$	–	$	–	$	–	$	–	$	3
Fixed charges		15,175		17,797		24,890		22,836		17,988
Total fixed charges and preferred
stock dividend requirements	$	15,175	$	17,797	$	24,890	$	22,836	$	17,991
Ratio of earnings to combined fixed
charges and preferred stock dividends		1.13		0.85		1.24		1.59		1.66

(a)	Earnings (loss) before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.
(b)	Included interest on tax deficiencies.
(c)	Considered to be representative of interest factor in rental expense.
(d)	In accordance with Item 503 of SEC Regulation S-K, we are required to disclose the amount of earnings needed to achieve a one-to-one ratio of earnings to fixed charges. As of December 31, 2009, this amount was $2,732 million.

EX-23.II 6 geccexhibit23ii.htm GECC EXHIBIT 23(II)

Exhibit 23(ii)

Consent of Independent Registered Public Accounting Firm

To the Board of Directors

General Electric Capital Corporation:

We consent to the incorporation by reference in the registration statements (Nos. 333-160487 and 333-156929) on Form S-3 and in the registration statement (No. 333-164631) on Form S-4 of General Electric Capital Corporation, of our report dated February 25, 2011, relating to: (i) the statement of financial position of General Electric Capital Corporation and consolidated affiliates as of December 31, 2010 and 2009, (ii) the related statements of earnings, changes in shareowner’s equity and cash flows for each of the years in the three-year period ended December 31, 2010, (iii) the related financial statement schedule, and (iv) the effectiveness of internal control over financial reporting as of December 31, 2010, which report appears in the December 31, 2010 annual report on Form 10-K of General Electric Capital Corporation. &# 160;Our report refers to a change in the method of accounting for consolidation of variable interest entities in 2010; a change in the methods of accounting for impairment of debt securities, business combinations and noncontrolling interests in 2009; and a change in the method of accounting for fair value measurements and the adoption of the fair value option for certain financial assets and financial liabilities in 2008.

/s/ KPMG LLP                                           

KPMG LLP

Stamford, Connecticut

February 25, 2011

EX-24 7 geccexhibit24.htm GECC EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being directors and/or officers of General Electric Capital Corporation, a Delaware corporation (the “Corporation”), hereby constitutes and appoints Michael A. Neal, Jeffrey S. Bornstein, Jamie S. Miller and Christoph A. Pereira, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Annual Reports for the Corporation’s fiscal year ended December 31, 2010, on Form 10-K under the Securities Exchange Act of 1934, as amended, or such other form as such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all additional amendments thereto in such form as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Annual Report or Annual Reports shall comply with the Securities Exchange Act of 1934, as amended, and the applicable Rules and Regulations of the Securities and Exchange Commission adopted or issued pursuant thereto, as fully and to all intents and purposes 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 substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 25th day of February, 2011.

/s/ Michael A. Neal		/s/ Jeffrey S. Bornstein
Michael A. Neal		Jeffrey S. Bornstein
Chief Executive Officer		Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)
	/s/ Jamie S. Miller
	Jamie S. Miller
	Senior Vice President and Controller
	(Principal Accounting Officer)

(Page 1 of 2)

/s/ Mark W. Begor	/s/ John Krenicki, Jr.
Mark W. Begor,	John Krenicki, Jr.,
Director	Director
/s/ Jeffrey S. Bornstein	/s/ J. Keith Morgan
Jeffrey S. Bornstein,	J. Keith Morgan,
Director	Director
/s/ William H. Cary	/s/ David Nason
William H. Cary,	David Nason,
Director	Director
/s/ Kathryn A. Cassidy	/s/ Michael A. Neal
Kathryn A. Cassidy,	Michael A. Neal,
Director	Director
/s/ Richard D’Avino	/s/ Ronald R. Pressman
Richard D’Avino,	Ronald R. Pressman,
Director	Director
/s/ Pamela Daley	/s/ John M. Samuels
Pamela Daley,	John M. Samuels,
Director	Director
/s/ Brackett B. Denniston III	/s/ Keith S. Sherin
Brackett B. Denniston III,	Keith S. Sherin,
Director	Director
/s/ Jeffrey R. Immelt	/s/ Ryan A. Zanin
Jeffrey R. Immelt,	Ryan A. Zanin,
Director	Director
/s/ Mark J. Krakowiak
Mark J. Krakowiak,
Director

A MAJORITY OF THE BOARD OF DIRECTORS

(Page 2 of 2)

EX-31.A 8 geccexhibit31a.htm GECC EXHIBIT 31(A)

Exhibit 31(a)

Certification Pursuant to

Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Michael A. Neal, certify that:
1.	I have reviewed this annual report on Form 10-K of General Electric Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ Michael A. Neal

Michael A. Neal

Chief Executive Officer

EX-31.B 9 geccexhibit31b.htm GECC EXHIBIT 31(B)

Exhibit 31(b)

Certification Pursuant to

Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Jeffrey S. Bornstein, certify that:
1.	I have reviewed this annual report on Form 10-K of General Electric Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ Jeffrey S. Bornstein

Jeffrey S. Bornstein

Chief Financial Officer

EX-32 10 geccexhibit32.htm GECC EXHIBIT 32

Exhibit 32

Certification Pursuant to

18 U.S.C. Section 1350

In connection with the Annual Report of General Electric Capital Corporation (the “registrant”) on Form 10-K for the year ending December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “report”), we, Michael A. Neal and Jeffrey S. Bornstein, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge: 

(1)	The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

February 25, 2011

/s/ Michael A. Neal

Michael A. Neal

Chief Executive Officer

/s/ Jeffrey S. Bornstein

Jeffrey S. Bornstein

Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.W

Exhibit 4(w)

February 25, 2011

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Subject: General Electric Capital Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2010 – File No. 001-06461

Dear Sirs:

Neither General Electric Capital Corporation (the “Corporation”) nor any of its subsidiaries has outstanding any instrument with respect to its long-term debt, other than those filed as an exhibit to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, under which the total amount of securities authorized exceeds 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. In accordance with paragraph (b) (4) (iii) of Item 601 of Regulation S-K (17 CFR §229.601), the Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each instrument that defines the rights of holders of such long-term debt not filed or incorporated by reference as an exhibit to the Corporation’s Ann ual Report on Form 10-K for the fiscal year ended December 31, 2010.

Very truly yours, GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Kathryn A. Cassidy
	Kathryn A. Cassidy Senior Vice President Corporate Treasury and Global Funding Operation

EX-12.A

Exhibit 12(a)

General Electric Capital Corporation and consolidated affiliates

Computation of Ratio of Earnings to Combined Fixed Charges

	Year ended December 31
(Dollars in millions)	2010		2009		2008		2007		2006
Earnings (loss)(a)	$	2,027	$	(2,693)	$	6,157	$	13,526	$	11,915
Plus:
Interest included in expense(b)		14,924		17,491		24,654		22,420		17,605
One-third of rental expense(c)		212		267		171		336		306
Adjusted "earnings"(d)	$	17,163	$	15,065	$	30,982	$	36,282	$	29,826
Fixed Charges:
Interest included in expense(b)	$	14,924	$	17,491	$	24,654	$	22,420	$	17,605
Interest capitalized		39		39		65		80		77
One-third of rental expense(c)		212		267		171		336		306
Total fixed charges	$	15,175	$	17,797	$	24,890	$	22,836	$	17,988
Ratio of earnings to fixed charges		1.13		0.85		1.24		1.59		1.66

(a)   Earnings (loss) before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.

(b)   Included interest on tax deficiencies.

(c)   Considered to be representative of interest factor in rental expense.

(d)   In accordance with Item 503 of SEC Regulation S-K, we are required to disclose the amount of earnings needed to achieve a one-to-one ratio of earnings to fixed charges. As of December 31, 2009, this amount was $2,732 million.

EX-12.B

Exhibit 12(b)

General Electric Capital Corporation and consolidated affiliates

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

	Year ended December 31
(Dollars in millions)	2010		2009		2008		2007		2006
Earnings (loss)(a)	$	2,027	$	(2,693)	$	6,157	$	13,526	$	11,915
Plus:
Interest included in expense(b)		14,924		17,491		24,654		22,420		17,605
One-third of rental expense(c)		212		267		171		336		306
Adjusted "earnings"(d)	$	17,163	$	15,065	$	30,982	$	36,282	$	29,826
Fixed Charges:
Interest included in expense(b)	$	14,924	$	17,491	$	24,654	$	22,420	$	17,605
Interest capitalized		39		39		65		80		77
One-third of rental expense(c)		212		267		171		336		306
Total fixed charges	$	15,175	$	17,797	$	24,890	$	22,836	$	17,988
Ratio of earnings to fixed charges		1.13		0.85		1.24		1.59		1.66
Preferred stock dividend requirements	$	–	$	–	$	–	$	–	$	3
Ratio of earnings before provision for
income taxes to earnings from
continuing operations		0.72		(1.58)		0.74		1.08		1.13
Preferred stock dividend factor on
pre-tax basis	$	–	$	–	$	–	$	–	$	3
Fixed charges		15,175		17,797		24,890		22,836		17,988
Total fixed charges and preferred
stock dividend requirements	$	15,175	$	17,797	$	24,890	$	22,836	$	17,991
Ratio of earnings to combined fixed
charges and preferred stock dividends		1.13		0.85		1.24		1.59		1.66

(a)	Earnings (loss) before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.
(b)	Included interest on tax deficiencies.
(c)	Considered to be representative of interest factor in rental expense.
(d)	In accordance with Item 503 of SEC Regulation S-K, we are required to disclose the amount of earnings needed to achieve a one-to-one ratio of earnings to fixed charges. As of December 31, 2009, this amount was $2,732 million.

EX-23.II

Exhibit 23(ii)

Consent of Independent Registered Public Accounting Firm

To the Board of Directors

General Electric Capital Corporation:

We consent to the incorporation by reference in the registration statements (Nos. 333-160487 and 333-156929) on Form S-3 and in the registration statement (No. 333-164631) on Form S-4 of General Electric Capital Corporation, of our report dated February 25, 2011, relating to: (i) the statement of financial position of General Electric Capital Corporation and consolidated affiliates as of December 31, 2010 and 2009, (ii) the related statements of earnings, changes in shareowner’s equity and cash flows for each of the years in the three-year period ended December 31, 2010, (iii) the related financial statement schedule, and (iv) the effectiveness of internal control over financial reporting as of December 31, 2010, which report appears in the December 31, 2010 annual report on Form 10-K of General Electric Capital Corporation. &# 160;Our report refers to a change in the method of accounting for consolidation of variable interest entities in 2010; a change in the methods of accounting for impairment of debt securities, business combinations and noncontrolling interests in 2009; and a change in the method of accounting for fair value measurements and the adoption of the fair value option for certain financial assets and financial liabilities in 2008.

/s/ KPMG LLP                                           

KPMG LLP

Stamford, Connecticut

February 25, 2011

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being directors and/or officers of General Electric Capital Corporation, a Delaware corporation (the “Corporation”), hereby constitutes and appoints Michael A. Neal, Jeffrey S. Bornstein, Jamie S. Miller and Christoph A. Pereira, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Annual Reports for the Corporation’s fiscal year ended December 31, 2010, on Form 10-K under the Securities Exchange Act of 1934, as amended, or such other form as such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all additional amendments thereto in such form as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Annual Report or Annual Reports shall comply with the Securities Exchange Act of 1934, as amended, and the applicable Rules and Regulations of the Securities and Exchange Commission adopted or issued pursuant thereto, as fully and to all intents and purposes 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 substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 25th day of February, 2011.

/s/ Michael A. Neal		/s/ Jeffrey S. Bornstein
Michael A. Neal		Jeffrey S. Bornstein
Chief Executive Officer		Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)
	/s/ Jamie S. Miller
	Jamie S. Miller
	Senior Vice President and Controller
	(Principal Accounting Officer)

(Page 1 of 2)

/s/ Mark W. Begor	/s/ John Krenicki, Jr.
Mark W. Begor,	John Krenicki, Jr.,
Director	Director
/s/ Jeffrey S. Bornstein	/s/ J. Keith Morgan
Jeffrey S. Bornstein,	J. Keith Morgan,
Director	Director
/s/ William H. Cary	/s/ David Nason
William H. Cary,	David Nason,
Director	Director
/s/ Kathryn A. Cassidy	/s/ Michael A. Neal
Kathryn A. Cassidy,	Michael A. Neal,
Director	Director
/s/ Richard D’Avino	/s/ Ronald R. Pressman
Richard D’Avino,	Ronald R. Pressman,
Director	Director
/s/ Pamela Daley	/s/ John M. Samuels
Pamela Daley,	John M. Samuels,
Director	Director
/s/ Brackett B. Denniston III	/s/ Keith S. Sherin
Brackett B. Denniston III,	Keith S. Sherin,
Director	Director
/s/ Jeffrey R. Immelt	/s/ Ryan A. Zanin
Jeffrey R. Immelt,	Ryan A. Zanin,
Director	Director
/s/ Mark J. Krakowiak
Mark J. Krakowiak,
Director

A MAJORITY OF THE BOARD OF DIRECTORS

(Page 2 of 2)

EX-31.A

Exhibit 31(a)

Certification Pursuant to

Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Michael A. Neal, certify that:
1.	I have reviewed this annual report on Form 10-K of General Electric Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ Michael A. Neal

Michael A. Neal

Chief Executive Officer

EX-31.B

Exhibit 31(b)

Certification Pursuant to

Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Jeffrey S. Bornstein, certify that:
1.	I have reviewed this annual report on Form 10-K of General Electric Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ Jeffrey S. Bornstein

Jeffrey S. Bornstein

Chief Financial Officer

EX-32

Exhibit 32

Certification Pursuant to

18 U.S.C. Section 1350

In connection with the Annual Report of General Electric Capital Corporation (the “registrant”) on Form 10-K for the year ending December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “report”), we, Michael A. Neal and Jeffrey S. Bornstein, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge: 

(1)	The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

February 25, 2011

/s/ Michael A. Neal

Michael A. Neal

Chief Executive Officer

/s/ Jeffrey S. Bornstein

Jeffrey S. Bornstein

Chief Financial Officer