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 Annual 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