-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CxfM4esvCxPHpeXmxAYO1gheRwmvGxR/C8VLb6ZfufcwrbA5OsbVD24anip95g3d bxlrJUJIxzkIeFgsoErYtA== 0000040554-98-000089.txt : 19980729 0000040554-98-000089.hdr.sgml : 19980729 ACCESSION NUMBER: 0000040554-98-000089 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 REFERENCES 429: 033-43420 FILED AS OF DATE: 19980727 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-59977 FILM NUMBER: 98672063 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 S-3 1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1998 FILE NO. 333- POST EFFECTIVE AMENDMENT NO. 1 TO FILE NO.33-43420 - ------------------------------------------------------------ - ------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ GENERAL ELECTRIC CAPITAL CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 13-1500700 (State of incorporation) (I.R.S. Employer Identification Number)
260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------- BRUCE C. BENNETT ASSOCIATE GENERAL COUNSEL -- TREASURY OPERATIONS AND ASSISTANT SECRETARY 201 HIGH RIDGE ROAD STAMFORD, CONNECTICUT 06905 (203) 357-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions. -------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering./ / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------- CALCULATION OF REGISTRATION FEE TITLE OF AMOUNT PROPOSED PROPOSED EACH CLASS TO BE MAXIMUM MAXIMUM AMOUNT OF OF SECURITIES REGISTERED AGGREGATE AGGREGATE REGISTRATION TO BE PRICE PER OFFERING FEE(3) REGISTERED UNIT(1) PRICE(1)(2) Variable $5,000,000,000 100% $5,000,000,000 $1,475,000.00 Denomination Floating Rate Demand Notes (1) Estimated solely for the purpose of determining the registration fee. (2) Refers to the maximum principal amount of Variable Denomination Floating Rate Demand Notes issued under this Registration Statement that may be outstanding at any time. (3) Pursuant to Rule 429 of the Securities Act of 1933, the amount of registration fees does not include $144,059.00 previously paid to the Commission relating to $576,235,000 million aggregate principal amount of Variable Denomination Floating Rate Demand Notes previously registered pursuant to Registration Statement No. 33-43420, which remained unissued as of the close of business on July 21, 1998. -------------------- PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT WILL ALSO BE USED IN CONNECTION WITH THE ISSUANCE OF VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES REGISTERED PURSUANT TO REGISTRATION STATEMENT NO. 33-43420 PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3 AND DECLARED EFFECTIVE ON DECEMBER 23, 1991. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-43420. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------ - ------------------------------------------------------------ 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. PROSPECTUS GENERAL ELECTRIC CAPITAL CORPORATION $8,000,000,000 VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES The GE Interest Plus Program (the "Program") is designed to provide investors, excluding certain business entities (the "Investors") with a convenient means of investing funds directly with General Electric Capital Corporation ("GE Capital" or the "Company"). The Notes will provide liquidity and will pay interest above the average rate of taxable U.S. money market funds. The Notes will be repayable on demand and will be similar in yield and legal obligation to the Company's commercial paper, which is available only in large denominations to investors that are generally excluded from the Program. Investments in Notes will be represented by a Program account (an "Account") established for the Investor by the agent bank (the "Agent Bank") appointed by the Company. The Notes will not be represented by a certificate or any other instrument evidencing the Company's indebtedness. The Company reserves the right to modify, withdraw, or cancel the offer made hereby at any time. AN ACCOUNT IS NOT EQUIVALENT TO A DEPOSIT OR OTHER BANK ACCOUNT AND IS NOT SUBJECT TO THE PROTECTION OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURANCE. THE PROGRAM IS NOT SUBJECT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940 (INCLUDING DIVERSIFICATION OF INVESTMENTS) OR THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974. ALL INVESTMENTS IN THE NOTES ARE OBLIGATIONS OF GE CAPITAL AND ARE NOT OBLIGATIONS OF OR GUARANTEED BY GENERAL ELECTRIC COMPANY, THE AGENT BANK OR ANY OTHER COMPANY. THE WEEKLY INTEREST RATE PAID ON INVESTMENTS IN THE NOTES MAY NOT PROVIDE A BASIS FOR COMPARISON WITH OTHER INVESTMENTS WHICH USE A DIFFERENT METHOD OF CALCULATING A VARIABLE YIELD OR WHICH PAY A FIXED YIELD FOR A STATED PERIOD OF TIME. For information regarding the GE Interest Plus Program, please call 1-800-433-4480. - ------------------------------------------------------------ Please read this prospectus carefully and retain for future reference. - ------------------------------------------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------------------------------------------------------------ These securities are offered through The date of this GECC CAPITAL MARKETS GROUP, INC. Prospectus is July , 1998 3 Available Information The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the Regional Offices of the Commission at 500 West Madison Street, Chicago, IL 60661 and 7 World Trade Center, New York, NY 10048 and copies can be obtained from the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Information may be obtained on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission also maintains a Web site at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrant's that file electronically with the Commission. Reports and other information concerning the Company can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, NY 10005 on which certain of the Company's securities are listed. Documents Incorporated By Reference There is hereby incorporated in this Prospectus by reference the Company's Annual Report on Form 10-K for the year ended December 31, 1997, and Quarterly Report on Form 10-Q for the quarter ended March 28, 1998 heretofore filed with the Commission pursuant to the 1934 Act, to which reference is hereby made. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or l5(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering of the Notes offered hereby shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof from the date of filing of such documents. Copies of any document referred to above will be provided free of charge upon written or oral request directed to Bruce C. Bennett, Associate General Counsel, General Electric Capital Corporation, 201 High Ridge Road, Stamford, CT 06905, telephone no. (203) 357-4000. The GE Interest Plus Program Interest The principal amount of each Note will be equal to all investments made in the Notes by the Investor, plus accrued and reinvested interest, less any redemptions and fees. The Notes will have no stated maturity and will earn interest at floating rates, to be determined by the GE Interest Plus Committee each week, to be effective the following week. The rate of interest on the Notes will always be greater than the most recent seven-day average yield (non-compounded) for taxable money market funds in the United States as published in IBC's Money Fund ReportTM*. Rates may vary by Account balance or other factors as determined by the GE Interest Plus Committee. Interest on the Notes will accrue daily. The rate of interest paid for any period on the Notes is not an indication or representation of future rates. Accrued interest will be credited and automatically reinvested in additional Notes monthly and will begin to accrue interest on the first day following the date of such reinvestment. If in any week the IBC's Money Fund ReportTM is not available or publication of such seven-day average yield is suspended, the seven-day average yield at such time shall be an approximately equivalent rate determined by the GE Interest Plus Committee. - ---------------------- * IBC's Money Fund Report is a registered trademark of IBC Financial Data, Inc. and is published weekly. IBC's Money Fund ReportTM states that the yield information obtained from money market funds is screened by the publisher, but no guarantee of the accuracy of the information contained therein is made by the Company. 2 4 Account Information You will receive regular statements showing a summary of all transactions made in your Account. Redemption checks on which payment has been made will not be returned to you, but the check number and the amount of each check will be indicated on your statement. How to Invest To open an Account, complete the Application accompanying this Prospectus and enclose a check for your initial investment (or if applicable, a payroll deduction card). After your Account is opened, you may purchase additional Notes at any time without charge by any of the following methods: BY CHECK MAILED TO AGENT BANK. Your investment will be credited and interest will begin to accrue on the first business day after the Agent Bank receives your check. Investments made by check cannot be redeemed for five business days after the check is first credited to your Account or, if later, until the check clears. BY WIRE TRANSFER. Wire funds to GE Interest Plus, The Northern Trust Company, Chicago IL, ABA No. 071000152. Your Account number must be included in the wire instruction. BY DIRECT INVESTMENT OF PAYROLL, PENSION OR SOCIAL SECURITY CHECK. You may instruct your employer or the Social Security Administration to invest your entire payroll, pension or social security check directly in your Account. BY PAYROLL DEDUCTION. GE, its subsidiaries, and certain other companies allow employees to have a fixed amount deducted from each paycheck (minimum $25) and invested in an Account. BY AUTOMATIC MONTHLY INVESTMENT FROM A BANK ACCOUNT. You may instruct the Agent Bank to withdraw a fixed amount from your checking or savings account on a monthly basis through electronic automated clearinghouse (ACH) transfer (minimum $25) and credit the funds to your Account. Investments made by ACH cannot be redeemed for three business days after the electronic transfer is first credited to your Account or, if later, until the electronic transfer clears. BY TELEPHONE INVESTMENT. You may instruct the Agent Bank at any time to withdraw any amount of funds (minimum $25) from your pre-designated bank account and credit the funds to your Account through ACH transfer. Investments made by ACH cannot be redeemed for three business days after either electronic transfer is first credited to your Account or, until the electronic transfer clears, whichever is later. Except for checks mailed to the Agent Bank and funds transmitted through ACH, your investment will be credited and interest will begin to accrue on the business day the funds are received by the Agent Bank. All investments must be made in U.S. dollars drawn on a U.S. bank. You may change or terminate your investments by payroll deduction or other automatic investment at any time. How To Redeem You may redeem any part of your Account at any time as described below. Interest on redeemed investments will accrue to, but not including, the date of redemption. You may close your Account only by use of the written redemption option. REDEMPTION BY CHECK. You may make redemption checks payable to anyone in the amount of $250 or more. If the amount of the redemption check is greater than the balance in your Account or less than $250, the check will not be honored and a fee will be debited from your Account by the Agent Bank. Your redemption will be made on the day the Agent Bank receives your redemption check for payment. If your Account is held jointly with someone else, only one signature will be required on a redemption check unless otherwise specified. The check redemption feature does not create a deposit or a banking relationship with Agent Bank, the Company or GE. WRITTEN REDEMPTION. You may redeem all or any part of your Account, subject to a $250 minimum, by written request, including the signatures of all registered owners (including joint owners) of the Account. A check for the requested amount (or in an amount equal to the balance of your Account if the Account is being closed) will be mailed to the registered account address. WIRE REDEMPTION. You can redeem any part of your Account, subject to a $2,500 minimum, by wire transfer if you have authorized the wire redemption option. Wire redemption proceeds can only be wired to the U.S. bank account you have designated on your Application. To change this designation, a written request signed by all registered owners (including joint owners) of the Account, with all signatures guaranteed by a financial institution, must be submitted to the Agent Bank. Funds will be wired no later than the next business day after receipt of your wire redemption request, provided your request is received by 2:00 p.m. Eastern Time on any business day. If your designated bank is not a member of the Federal Reserve system, there may be a delay in wiring funds. Each wire transfer will incur a processing charge 5 from the Agent Bank, and may also incur an additional charge from other institutions handling the transfer. The Agent Bank's records of the wire instructions are binding. Fees There are no account maintenance fees or charges for checks or check redemptions, no sales loads, and no charges for investing or ongoing management. Fees for checks returned for insufficient funds, wire redemptions, stop payment requests and other unusual services will be directly debited from your Account. GE Interest Plus Committee The GE Interest Plus Committee consists of officers of the Company designated by the Company's Board of Directors. The Committee has the full power and authority to amend the Program as described under "Termination, Suspension, or Modification." The Committee may also interpret Program provisions, adopt Program rules and regulations and make certain determinations regarding the Program. The members of the Committee are the Company's President, Senior Vice President, Finance, and Senior Vice President, Corporate Treasury and Global Funding Operation. Members of the Committee receive no additional compensation for Committee services. Termination, Suspension Or Modification The Company expects that the Program will continue indefinitely, but the Company reserves the right at any time to suspend or terminate the Program entirely, or from time to time to modify the Program in part. The Company also reserves the right to modify, suspend or terminate any of the investment options and redemption options described above. Written notice of any material modification, suspension or termination will be provided to Investors at least fifteen days prior to the effective date. See "Certain Terms of the Notes--Modification of the Indenture." Agent Bank The Company has engaged The Northern Trust Company as the Agent Bank to perform record keeping, funds receipt and disbursement, investor servicing and related services under the Program. For these services, the Company will pay the Agent Bank an administrative fee. Taxes Interest on the Notes will be taxable as ordinary income for Federal income tax purposes. No part of the taxable interest is excludable from taxable income. State and local income taxes and related reporting may also apply. You should consult your own tax advisor with respect to tax consequences which may be applicable to your particular situation. The Program is not qualified under Section 401(a) of the Internal Revenue Code of 1986. 4 6 THE COMPANY General Electric Capital Corporation was incorporated in 1943 in the State of New York, under the provisions of the New York Banking Law relating to investment companies. All outstanding common stock of the Company is owned by General Electric Capital Services, Inc., which is in turn wholly- owned by General Electric Company. The Company operates in four finance industry segments and in a specialty insurance industry segment. The Company's principal executive offices are located at 260 Long Ridge Road, Stamford, CT 06927, telephone number (203) 357-4000. CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES OF THE COMPANY
Year Ended December 31, Three Months Ended - -------------------------------- -------------------- 1993 1994 1995 1996 1997 March 28, 1998 - ---- ---- ---- ---- ---- -------------- 1.62 1.63 1.51 1.53 1.48 1.54
For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals. USE OF PROCEEDS The net proceeds from the sale of the Notes will be added to the general funds of the Company and will be available for financing its operations. CERTAIN TERMS OF THE NOTES The Notes are issued under an Indenture (the "Indenture") dated as of October 1, 1991, as amended, between the Company and The Chase Manhattan Bank, as successor trustee (the "Trustee"). The statements under this heading are subject to the detailed provisions of the Indenture, a copy of which is an exhibit to the Registration Statement covering the offering of Notes. Wherever particular provisions of the Indenture or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made and the statements are qualified in their entirety by such reference. General The Notes are issuable in any amount and will mature on the demand of the Investor. The Notes are unsecured and rank equally and ratably with all other unsecured and unsubordinated indebtedness of the Company. Neither the Indenture nor any other instrument to which the Company is a party limits the principal amount of the Notes or any other indebtedness of the Company that may be issued. The Notes will not be subject to any sinking fund. The Notes will be issued in uncertificated form and Investors will not receive any certificate or other instrument evidencing the Company's indebtedness. All funds invested in Notes together with interest accrued thereon, and redemptions, if any, will be recorded on a register maintained by the Agent Bank. Optional Redemption By The Company The Company may redeem, at any time at its option, all or any part of the Notes. Any partial redemption of Notes will be effected by lot or pro rata or by any other method that is deemed fair and appropriate by the Trustee, except that the Company may redeem all of the Notes held in an Account not meeting guidelines established by the GE Interest Plus Committee. The Company will give at least 30 days prior written notice to an Investor whose Note is to be redeemed. The Note (or portion thereof) being so redeemed, plus accrued and unpaid interest thereon to, but not including, the date of redemption, will be paid by check to the registered holder of the Note. Interest 5 7 on the redeemed amount shall cease to accrue on and after the effective date of redemption. Modification Of The Indenture The Indenture permits the Company and the Trustee, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the Notes at the time outstanding, to add any provisions to or change in any manner or eliminate any of the provisions of the Indenture or modify in any manner the rights of the holders of Notes, provided that no such addition or modification shall, among other things (i) change the character of the Notes from being payable upon demand, (ii) reduce the principal amount of any Note or (iii) reduce the aforesaid percentage of principal amount of such Notes, the consent of the holders of which is required for any addition or modification, without in each case the consent of the holder of each such Note so affected. Events Of Default An Event of Default with respect to the Notes is defined in the Indenture as being: default in payment of any principal or interest on any Note when due and continuance of such default for a period of 20 days, provided that an administrative error shall not be considered an Event of Default unless such error shall have continued uncorrected for a period of 30 days after written notice to the Agent Bank and the Trustee (with a copy to the Company), the Trustee to be the sole judge of whether the error has been corrected; default for 60 days after written notice to the Company in the performance of any other covenant with respect to the Notes; or certain events in bankruptcy, insolvency or reorganization. The Indenture requires the Company to file with the Trustee annually a written statement as to the presence or absence of certain defaults under the terms thereof. The Trustee shall, within 90 days after the occurrence of a default in respect of the Notes, give to the holders thereof notice of all uncured and unwaived defaults known to it (the term default to mean the events specified above without grace periods); provided that, except in the case of default in the payment of principal or interest on any of the Notes, the Trustee shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the Notes. The Indenture provides that during the continuance of an Event of Default, either the Trustee thereunder or the holders of 25% in aggregate principal amount of the outstanding Notes may declare the principal of all such Notes to be due and payable immediately, but under certain conditions such declaration may be annulled by the holders of a majority in principal amount of such Notes then outstanding. The Indenture provides that past defaults with respect to the Notes (except, unless theretofore cured, a default in payment of principal of or interest on any of the Notes) may be waived on behalf of the holders of all Notes by the holders of a majority in principal amount of such Notes then outstanding. Concerning The Trustee The Trustee acts as trustee under several other indentures with the Company, pursuant to which a number of series of senior, unsecured notes of the Company are presently outstanding. PLAN OF DISTRIBUTION The Notes are offered on a continuing basis through GECC Capital Markets Group, Inc., a wholly owned subsidiary of the Company, acting as agent. The offering is being made pursuant to the requirements of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. No commissions will be paid to such agent for any sales resulting from its efforts. The Company also may from time to time designate other agents through whom Notes may be offered. The Company reserves the right to withdraw, 6 8 cancel or modify the offer to sell Notes at any time. The Company has the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole, or in part. LEGAL OPINIONS The legality of the Notes has been passed upon for the Company by Bruce C. Bennett, Associate General Counsel-- Treasury Operation and Assistant Secretary of the Company. Mr. Bennett, together with members of his family, owns, has options to purchase and has other interests in shares of common stock of General Electric Company. EXPERTS The financial statements and schedule of General Electric Capital Corporation and consolidated affiliates as of December 31, 1997 and 1996, and for each of the years in the three-year period ended December 31, 1997, appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, have been incorporated by reference herein. herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants,incorporated by reference herein, and upon the authority ofsaid firm as experts in accounting and auditing. 7 9 NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. TABLE OF CONTENTS Page ---- Available Information................... 2 Documents Incorporated by Reference..... 2 The GE Interest Plus Program............ 2 The Company............................. 5 Use of Proceeds......................... 5 Certain Terms of the Notes.............. 5 Plan of Distribution.................... 6 Legal Opinions.......................... 7 Experts................................. 7 GE INTEREST PLUS GENERAL ELECTRIC CAPITAL CORPORATION $8,000,000,000 VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES [GE LOGO] For information concerning GE Interest Plus write to: GE INTEREST PLUS P.O. BOX 75969 CHICAGO, ILLINOIS 60675-5969 OR PHONE: 1-800-433-4480 FOR RATE INFORMATION 1-800-433-4480 Prospectus 10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are: Filing Fee for Registration Statement... $1,475,000.00 Accounting Fees and Expenses............ 15,000.00* NASD Conduct Rules 2720 filing and counsel fees ........................... 30,500.00 Trustees' and Paying Agents' Fees and Expenses (including counsel fees)....... 15,000.00* Printing and Engraving Fees............. 50,000.00* Rating Agency Fees...................... 20,000.00* Miscellaneous........................... 5,000.00* ---------- Total................................... $1,610,500.00* ---------- ---------- - - -------------------------- * Estimated, and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Sections 7018-7022 of the New York Banking Law the Company may or shall, subject to various exceptions and limitations, indemnify its directors or officers as follows: a. If a director or officer is made or threatened to be made a party to an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of some other enterprise (including an employee benefit plan), the Company may indemnify him against amounts paid in settlement and reasonable expenses, including attorney's fees, incurred in the defense or settlement of II-1 11 such action or an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in (or, in the case of service for any other enterprise, not opposed to) the best interests of the Company, except that no indemnification is available under such statutory provisions in respect of a threatened action or a pending action which is settled or otherwise disposed of, or any claim or issue or matter as to which such person is found liable to the Company, unless in each such case a court determines that such person is fairly and reasonably entitled to indemnity for such amount as the court deems proper. b. With respect to any action or proceeding other than one by or in the right of the Company to procure a judgment in its favor, if a director or officer is made or threatened to be made a party by reason of the fact that he was a director or officer of the Company, or served some other enterprise (including an employee benefit plan) at the request of the Company, the Company may indemnify him against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees incurred as a result of such action or proceeding, or an appeal therein, if he acted in good faith for a purpose which he reasonably believed to be in (or, in the case of service for any other enterprise, not opposed to) the best interests of the Company and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. c. A director or officer who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in subparagraphs a or b above, shall be entitled to indemnification as authorized in such paragraphs. The indemnification and advancement of expenses granted pursuant to the New York Banking Law, as summarized in the foregoing paragraph, are not exclusive of any other rights to indemnification or advancement of expenses to which a director or officer may be entitled, provided that no indemnification may be made if a judgment adverse to the II-2 12 director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause so adjudicated, or that he personally gained a financial profit or other advantage to which he was not legally entitled. The By-Laws of the Company provide that directors and officers of the Company shall be indemnified to the fullest extent permitted by law in connection with any actual or threatened action or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of their service to the Company or to another organization at the Company's request. Persons who are not directors or officers of the Company may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors. The foregoing statements are subject to the detailed provisions of Sections 7018-7022 of the New York Banking Law. The directors of the Company are insured under officers and directors liability insurance policies purchased by GE Company. The directors, officers and employees of the Company are also insured against fiduciary liabilities under the Employee Retirement Income Security Act of 1974. ITEM 16. EXHIBITS. Exhibit Number Description 1 Distribution Agreement dated as of February 1, 1992. 4(a) Form of Indenture dated as of October 1, 1991 between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee (incorporated by reference from Exhibit 4 to the Company's Registration Statement on Form S-3, File No. 33- 43420). 4(b) First Supplemental Indenture dated as of May 11, 1994 to the Indenture dated as of October 1, 1991. 4(c) Second Supplemental Indenture dated as of August 15, 1996 to the Indenture dated as of October 1, 1991 between the Company and The Chase Manhattan Bank, as successor trustee. II-3 13 5 Opinion and consent of Bruce C. Bennett, Associate General Counsel--Treasury Operations and Assistant Secretary of the Company. 12 Computation of ratio of earnings to fixed charges (incorporated by reference from Exhibit 12 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 1998, File No. 1-6461). 23 Consent of KPMG Peat Marwick LLP (contained in Part II of this Registration Statement). Consent of Bruce C. Bennett is included in his opinion referred to in Exhibit 5 above. 24 Power of Attorney. 25(a) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, in respect of the Indenture previously filed as Exhibit 4(a). ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that clauses (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) II-4 14 That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, General Electric Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 23rd day of July, 1998. GENERAL ELECTRIC CAPITAL CORPORATION By /s/JAMES A. PARKE (James A. Parke Senior Vice President, Finance) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - ------------------------------------------------------------ Chairman of the Board and * GARY C. WENDT Chief Executive Officer - ---------------- (Principal Executive Officer) (Gary C. Wendt) * DENIS J. NAYDEN - ---------------- President, Chief Operating (Denis J. Nayden) Officer and Director Senior Vice President, /s/ JAMES A. PARKE Finance and Director - ---------------- (Principal Financial (James A. Parke) Officer) July 23, 1998 * JEFFREY S. WERNER Senior Vice President -- - ---------------- Corporate Treasury and (Jeffrey S. Werner) Global Funding Operation * N.D.T. ANDREWS - ---------------- Director (N.D.T. Andrews) * NANCY E. BARTON - ---------------- Director (Nancy E. Barton) II-6 16 * JAMES R. BUNT - --------------- Director (James R. Bunt) * DAVID M. COTE - --------------- Director (David M. Cote) * DENNIS D. DAMMERMAN - ----------------- Director (Dennis D. Dammerman) * PAOLO FRESCO - ----------------- Director (Paolo Fresco) * BENJAMIN W. HEINEMAN, JR. - ----------------- Director (Benjamin W. Heineman, Jr.) * JEFFREY R. IMMELT - --------------- Director (Jeffrey R. Immelt) * W. JAMES MCNERNEY, JR. - --------------- Director (W. James McNerney, Jr.) * JOHN H. MYERS - ---------------- Director (John H. Myers) * ROBERT L. NARDELLI - ---------------- Director (Robert L. Nardelli) * MICHAEL A. NEAL - ---------------- Director (Michael A. Neal) * JOHN M. SAMUELS - ---------------- Director (John M. Samuels) * EDWARD D. STEWART - ----------------- Director (Edward D. Stewart) * JOHN F. WELCH, JR. - ------------------ Director (John F. Welch, Jr.) 17 * JOAN C. AMBLE Vice President and Controller - ------------------ (Principal Accounting Officer) (Joan C. Amble) * By /s/ JAMES A. PARKE - ------------------- Attorney-in-fact July 23, 1998 (James A. Parke) II-7 18 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to incorporation by reference in the Registration Statement on Form S-3 of General Electric Capital Corporation of our report dated February 13, 1998 relating to the statement of financial position of General Electric Capital Corporation and consolidated affiliates as of December 31, 1997 and 1996 and the related statements of current and retained earnings and cash flows for each of the years in the three-year period ended December 31, 1997, and related schedule, which report appears in the December 31, 1997 annual report on Form 10-K of General Electric Capital Corporation. We also consent to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG PEAT MARWICK LLP Stamford, Connecticut July 24, 1998 -------------------- CONSENT OF COUNSEL The consent of Bruce C. Bennett, Associate General Counsel--Treasury Operations and Assistant Secretary of the Company, to the reference to such counsel under Legal Opinions in the Prospectus, and to the use of his opinion as an Exhibit to the Registration Statement, is included in said opinion. II-8 19 EXHIBIT INDEX Exhibit Number Description 1 Distribution Agreement dated as of Fenruary 1, 1992. 4(a) Form of Indenture dated as of October 1, 1991 between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee (incorporated by reference from Exhibit 4 to the Company's Registration Statement on Form S-3, File No. 33-43420). 4(b) First Supplemental Indenture dated as of May 11, 1994 to the Indenture dated as of October 1, 1991. 4(c) Second Supplemental Indenture dated as of August 15, 1996 to the Indenture dated as of October 1, 1991 between the Company and The Chase Manhattan Bank, as successor trustee. 5 Opinion and consent of Bruce C. Bennett, Associate General Counsel--Treasury Operations and Assistant Secretary of the Company. 12 Computation of ratio of earnings to fixed charges (incorporated by reference from Exhibit 12(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 1998, File No. 1-6461). 23 Consent of KPMG Peat Marwick LLP (contained in Part II of this Registration Statement). Consent of Bruce C. Bennett is included in his opinion referred to in Exhibit 5 above. 24 Power of Attorney. 25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, in respect of the Indenture previously filed as Exhibit 4(a). EX-1 2 GENERAL ELECTRIC CAPITAL CORPORATION Variable Denomination Floating Rate Demand Notes DISTRIBUTION AGREEMENT as of February 1, 1992 GECC CAPITAL MARKETS GROUP, INC. 260 Long Ridge Road Stamford, Connecticut 06927 Dear Sirs: General Electric Capital Corporation, a New York corporation (the "Company"), confirms its agreement with you with respect to the issue and sale by the Company of up to $3,000,000,000 aggregate principal amount of its Variable Denomination Floating Rate Demand Notes (the "Notes"). The Notes are to be issued pursuant to an indenture dated as of October 1, 1991 between the Company and Mercantile-Safe Deposit and Trust Company, as trustee (the "Trustee") (such indenture as may be amended or supplemented being referred to herein as the "Indenture"). The Company has authorized the issuance of Notes through you pursuant to the terms of this Agreement. The Notes will be issued in uncertificated form and will be administered by The Northern Trust Company (the "Processing Agent") pursuant to a Processing Agent Agreement, dated as of February 1, 1992, between the Company and the Processing Agent. Subject to the terms and conditions stated herein, the Company hereby appoints you as a distribution agent of the Company in respect of the Notes. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 3343420) relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"). Such registration statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939 (the "1939 Act"). Such registration statement and the prospectus relating to the Notes filed pursuant to Rule 424 under the 1933 Act, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1933 Act or otherwise, are referred to herein as the "Registration Statement" and the "Prospectus", respectively, except that if any revised prospectus shall be provided to you by the Company for use in connection with the offering of the Notes which differs from the Prospectus on file at the Commission on the date of this Agreement (the "Commencement Date") (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to you for such use. Notwithstanding anything to the contrary above in this paragraph, The Company shall have the right at any time and from time to time to substitute for the Registration Statement one or more other registration statements (each a "Substitute Registration Statement") on Form S-3 relating to the Notes and the offering and sale thereof from time to time in accordance with Rule 415 under the 1933 Act, by written notification of such substitution to you and the Trustee. By such notification, the Company shall be deemed to have made with respect to each such Substitute Registration Statement, each of the representations set forth in the first two sentences of this paragraph, and from and after the date of such notification, such Substitute Registration Statement or Substitute Registration Statements shall become the Registration Statement as defined in this paragraph and as used for all purposes throughout this Agreement. SECTION 1. Representations and Warranties. (a) The Company represents and warrants to you as of the Commencement Date, as of the date of each sale of Notes and as of the times referred to in Section 6 (each of the times referenced above being referred to herein as a "Representation Date"), as follows: (i) each document filed by the Company pursuant to the 1934 Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the 1934 Act and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus will comply when so filed in all material respects with the 1934 Act rules and regulations; (ii) the Registration Statement and the Prospectus comply, and the Registration Statement and the Prospectus (and any amendments and supplements thereto) will on the applicable Representation Date comply, in all material respects, with the 1933 Act and the applicable rules and regulations of the Commission thereunder; (iii) each part of the Registration Statement at the time such part became effective did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus on the Commencement Date (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Company for use in connection with the offering of the Notes which differs from the Prospectus on file at the Commission on the Commencement Date, in which case at the time it is first provided to you for such use) did not, and on the applicable Representation Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) there has been no material adverse change in the condition of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus; (v) the aggregate principal amount of Variable Denomination Floating Rate Demand Notes outstanding at any one time will not exceed U.S.$3,000,000,000; and (vi) no event exists which would constitute an event of default under the Indenture;except that the representations and warranties set forth in paragraphs (i), (ii) and (iii) of this Section 1(a) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information furnished to the Company in writing by you expressly for use therein. (b) Additional Certifications. Any certificate signed by any officer of the Company and delivered to you or to your counsel in connection with an offering of Notes shall be deemed a representation and warranty by the Company to you as to the matters covered thereby. SECTION 2. Act as Distribution Agent. (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to act as a distribution agent of the Company and to use your best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth in the Prospectus.The Company reserves the right, in its sole discretion, to suspend solicitation by you of purchases of the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised you that such solicitation may be resumed. You shall have the right to suspend solicitations, commencing at any time you reasonably believe that there has occurred a material adverse change in the condition of the Company and its consolidated subsidiaries, taken as a whole, from that then set forth in the Registration Statement and the Prospectus, and ending at the time you have been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including without limitation any necessary amendments or supplements to the Registration Statement and the Prospectus). The Company agrees to pay your out-of-pocket expenses incurred in respect of the performance of your obligations under this Agreement. (b) Information. The Company authorizes you, in connection with your solicitation of purchases of the Notes, to use only information taken from the Registration Statement and the Prospectus, and the documents incorporated therein by reference, and you agree that you will not use any other information in connection with your solicitation of purchases of the Notes. (c) Registered Broker-Dealer. You represent that you are a broker-dealer registered under the 1934 Act. SECTION 3. Covenants of the Company. The Company covenants with you as follows: (a) Notice of Certain Events. The Company will notify you promptly (i) of the effectiveness of any amendment to the Registration Statement (including any posteffective amendment), (ii) of the mailing or the delivery to the Commission for filing of any supplement to the Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference in the Prospectus, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) Copies of Registration Statement Prospectus. The Company will deliver to you two conformed copies of the Registration Statement (as originally filed) and of each amendment thereto relating to the Notes (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus). The Company will furnish to you as many copies of the Prospectus (as amended or supplemented) as you shall reasonably request so long as you are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Notes. (c) Revisions of Prospectus C Material Changes. If, during such period after the first date of the public offering of the Notes as in the opinion of counsel to the Company a prospectus is required by law to be delivered in connection with sales of the Notes by you, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, prompt notice shall be given, and confirmed in writing, to you to cease the solicitation of offers to purchase the Notes. If the Company shall determine that solicitation of purchases of the Notes shall be resumed, then, prior to the Company's authorizing you to resume solicitations of purchases of the Notes the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement comply with such requirements. (d) Prospectus Revisions - Periodic Financial Information. Promptly after the filing with the Commission of the Company's quarterly reports on Form 10-Q with respect to each of the first three quarters of any fiscal year, the Company shall furnish copies of such reports to you; provided, however, that if on the date of such filing you shall have suspended solicitation of purchases of the Notes pursuant to a request from the Company, the Company shall not be obligated to furnish copies of such reports until such time as the Company shall determine that solicitation of purchases of the Notes should be resumed. (e) Prospectus Revisions - Audited Financial Information. Promptly after the filing with the Commission of the Company's annual report on Form 10-K including the audited financial statements of the Company for the preceding fiscal year, the Company shall furnish copies of such report to you; provided, however, that if on the date of such filing you shall have suspended solicitation of purchases of Notes pursuant to a request from the Company, the Company shall not be obligated to furnish copies of such reports until such time as the Company shall determine that solicitation of purchases of Notes should be resumed. (f) Section 11(a) Earnings Statements. The Company will make generally available to its security holders as soon as practicable, earnings statements, which need not be audited, covering twelve month periods beginning after the effective date (as defined in the rules and regulations promulgated under Section 11(a) of the 1933 Act) of the Registration Statement with respect to each sale of Notes that will satisfy Section 11(a) of the 1933 Act and comply with the rules and regulations thereunder. (g) Copies of Current Reports. The Company will furnish to you, promptly after the filing thereof with the Commission, copies of its reports on Form 8-K (other than reports relating solely to securities other than the Notes). (h) Blue Sky Qualifications. The Company will endeavor, in cooperation with you, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as you may reasonably designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Notes; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been qualified as above provided. (i) 1934 Act Filings. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file timely all documents required to be filed with the Commission pursuant to Sections 3(a), 13(c), 14 or 15(d) of the 1934 Act. SECTION 4. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including: (a) The preparation and filing of the Registration Statement and all amendments thereto and the Prospectus and any amendments or supplements thereto; (b) The fees and disbursements of the Company's accountants and of the Trustee and the Processing Agent and their respective counsel; (c) The qualification of the Notes under securities laws in accordance with the provisions of Section 3(h), including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of any Blue Sky Survey and any Legal Investment Survey; (d) The printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and any amendments thereto, and of the Prospectus and any amendments or supplements thereto, and the delivery by you of the Prospectus and any amendments or supplements thereto in connection with solicitations of sales of the Notes; (e) The printing and delivery to you of copies of the Indenture and any Blue Sky Survey and any Legal Investment Survey; (f) Any fees charged by rating agencies for the rating of the Notes; (g) The fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc.; and (h) Any advertising and other out-of-pocket expenses incurred with the approval of the Company. SECTION 5. Conditions of Obligations. Your obligations to solicit offers to purchase the Notes as agent of the Company will be subject at all times to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) Legal Opinions. As of the Commencement Date, you shall have received the following documents: (i) Opinion of Company Counsel. The opinion of the Senior Vice President, General Counsel and Secretary of the Company or the Associate General Counsel and Assistant Secretary of the Company, dated as of such Commencement Date, in form and substance satisfactory to you, to the effect that: (A) The Company has been duly incorporated and is validly existing under the laws of the State of New York. (B) The Company is duly qualified to transact business and is in good standing in the jurisdictions in which the conduct of its business or the ownership of its property requires such qualification. (C) The Indenture has been duly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and has been qualified under the 1939 Act. (D) The Notes have been duly authorized and will be valid land binding obligations of the Company and will be entitled to the benefits of the Indenture. (E) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity hereunder may be limited under applicable law. (F) Neither the execution and delivery of this Agreement nor the issuance and sale of the Notes by the Company as provided herein will contravene the organization certificate or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement or instrument known to such counsel by which the Company or any of its subsidiaries is bound or, any judgment, order or decree of any governmental body, agency or court having Jurisdiction over the Company or any of its subsidiaries. (G) The statements contained in the Prospectus under the captions "Certain terms of the Notes" and "Plan of Distribution" fairly present the matters referred to therein. (H) Each document incorporated by reference in the Prospectus which was filed pursuant to the 1934 Act (except for the financial statements included therein, as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the 1934 Act and the applicable rules and regulations of the Commission thereunder. (I) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. (J) The Registration Statement and the Prospectus and any supplements and amendments thereto comply as to form in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder. (K) Such counsel believes that (except for the financial statements included therein, as to which counsel need not express any belief) each part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement or an Annual Report on Form 10-K has been filed by the Company with the commission subsequent to such date, at the time of the most recent such filing, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as of the Commencement Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) Opinion of Special Counsel to the Company. The opinion of White & Case, special counsel for the Company, dated as of such Commencement Date, covering the matters referred to in subparagraph (i) under the subheadings (A), (C), (E), (G), (I), (J) and (K). (iii) In rendering the opinion referred to in subparagraph (i) above, such counsel may state that with respect to (J) and (K) of subparagraph (i), such counsel's opinion and belief are based upon his participation in the preparation of the Registration Statement and the Prospectus and any amendments and supplements thereto (including documents incorporated by reference) and review and discussion of the contents thereof, but are without independent check or verification except as stated therein. In rendering the opinion referred to in subparagraph (ii) above, such counsel may state that with respect to (J) and (K) of subparagraph (i) above, such counsel's opinion and belief are based upon its participation in the preparation of the Registration Statement and the Prospectus and any amendments and supplements thereto (other than documents incorporated by reference) and upon its review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification except as stated therein. (b) Officer's Certificate. At the Commencement Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change in the condition of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus; and you shall have received on the Commencement Date a certificate, dated the Commencement Date and signed by an executive officer of the Company, to the foregoing effect. The officer making such certificate may rely upon the best of his knowledge as to proceedings pending or threatened. If any condition specified in this Section shall not have been fulfilled, this Agreement may be terminated by you by notice to the Company at any time at or prior to the Commencement Date, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3(f) hereof, the provisions of Section 4 hereof, the indemnity agreements set forth in Section 7 hereof, and the provisions of Sections 8 and 12 hereof shall remain in affect. SECTION 6. Additional Covenants of the Company. The Company covenants and agrees that: each acceptance by it of an offer for the purchase of Notes shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofor delivered to you pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended and supplemented to each such time). SECTION 7. Indemnification. (a) Indemnification of You. The Company agrees to indemnify and hold you harmless from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (if used within the period set forth in Section 3(c) and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by you expressly for use therein. (b) Indemnification of Company. You agree to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to you, but only with reference to information relating to you furnished in writing by you expressly for use in the Registration Statement or the Prospectus. (c) General. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) hereof, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and-the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by you in the case of parties indemnified pursuant to Section 7(a) and by the Company in the case of parties indemnified pursuant to Section 7(b). The indemnifying party shall not be liable for any settlement of any proceeding affected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on your behalf, or by or on behalf of the Company or any controlling person of the Company, and shall survive each delivery of and payment for any of the Notes. SECTION 9. Termination. (a) Termination of this Agreement. This Agreement may be terminated as to a party for any reason, at any time by either party hereto upon the giving of 90 days' written notice of such termination to the other party hereto. (b) General. In the event of any such termination, neitherparty will have any liability to the other party hereto, except that the covenant set forth in Section 3(f) hereof (except that the Company shall no longer be required to comply with the provisions of Section 3(f) after it has made generally available to its security holders an earnings statement (which need not be audited) covering a twelve-month period beginning after the date of the last sale of Notes hereunder which shall satisfy the provisions of Section 11(a) of the 1933 Act and the rules and regulations thereunder), the provisions of Section 4 hereof, the indemnity agreements set forth in Section 7 hereof, and the provisions of Sections 8 and 12 hereof shall remain in effect. SECTION 10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to you shall be directed to GECC Capital Markets Group, Inc., 292 Long Ridge Road, Stamford, Connecticut 06927, attention of Senior Vice President and Treasurer; and notices to the Company shall be directed to it at: 777 Long Ridge Road, Stamford, Connecticut 06927, attention of Vice President and Treasurer. SECTION 11. Parties. This Agreement shall inure to the benefit of and be binding upon you and the Company and your and the Company's respective successors thereto. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Section 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes shall be deemed to be a successor by reason merely of such purchase. SECTION 12. Governing Law. This Agreement and the rights and obligations of the parties created hereby shall be governed by the laws of the State of New York applicable to agreements made and to be performed in such State. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and the Company in accordance with its terms. Very truly yours, GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Jeffrey S. Werner Title: Vice President and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: GECC CAPITAL MARKETS GROUP, INC. By: /s/ Jeffrey S. Werner Title: Senior Vice President and Treasurer EX-4.B 3 GENERAL ELECTRIC CAPITAL CORPORATION AND MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY Trustee ___________________ FIRST SUPPLEMENTAL INDENTURE Dated as of May 11, 1994 ______________________ Supplemental to the Indenture dated as of October 1, 1991 VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES FIRST SUPPLEMENTAL INDENTURE, dated as of May 11, 1994, by and between GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation ( hereinafter sometimes called the "Company"), and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, a bank and trust company incorporated under the laws of the State of Maryland, as trustee (hereinafter sometimes called the "Trustee"). WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture dated as of October 1, 1991 (hereinafter called the "Indenture"), providing for the issuance by the Company from time to time of its unsecured Variable Denomination Floating Rate Demand Notes (in the Indenture and herein called the "Securities"); and WHEREAS, it is provided in Section 10.01 (c) of the Indenture, among other things, that without the consent of the holder of any Security, the Company and the Trustee may enter into indentures supplemental thereto to make provisions in regard to matters arising under the Indenture which shall not adversely affect the interests of the holder of any Security; and WHEREAS, in accordance with Section 10.01 (c) of the Indenture, the Company desires, and the Trustee has agreed, to enter into this First Supplemental Indenture to the Indenture to provide for the matters set forth herein and, to provide therefor, the Company has duly authorized the execution and delivery of this First Supplemental Indenture; and WHEREAS, all things necessary to make the Indenture, as hereby modified, a valid agreement of the Company, in accordance with its terms, have been done; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: In order to amend the Indenture, the Company and the Trustee have executed and delivered this First Supplemental Indenture. ARTICLE ONE AMENDMENT OF THE INDENTURE Section 1.01 Amendment to Section 1.01. (a) Section 1.01 of the Indenture is hereby amended by adding the following new definition in appropriate alphabetical order: "Account" means and account maintained by an agent bank retained by the Company, such account to reflect the aggregate principal amount of Securities owned by a holder of a Security at any time. Section 1.02 Amendments to Article Three. (a) Section 3.03 of the Indenture is hereby amended by adding the following after the reference to "Section 3.01" and before the comma in the eleventh line of the fourth paragraph of Section 3.03: "and such redemption is not effected pursuant to Section 3.03A" (b) The following new Section 3.03A is hereby added to Article Three (and a conforming change is made to the Table of Contents): Section 3.03A Redemption of Certain Accounts. If the balance of any Account is less than $250.00 (or any other minimum Account balance subsequently established by the Company) for at least six consecutive months (or such other period subsequently established by the Company), the Company may redeem, at any time in its discretion after such period of time has elapsed, in whole but not in part, the Securities issued under this Indenture and held for the Securityholder in such Account; provided, however, that at the time of such redemption the balance of such Account shall continue to be less than $250.00 (or such other minimum amount as aforesaid). Such redemption shall be effective on the date specified in a notice delivered by the Company to such Securityholder at their last address as the same appears on the Security Register and to the Trustee, such redemption to be effective ten business days following the date such notice is sent by the Company. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Securityholder receives such notice. Each such notice shall specify the Redemption Date, the principal amount of the Securities being redeemed, the manner in which the redemption price shall be paid (which shall be by check mailed to the Securityholder unless otherwise specified in such notice), and that on and after the Redemption Date, any interest in the Securities, or on the portion thereof, being redeemed will cease to accrue. If notice of redemption has been given as provided above, the Securities, or portions thereof, with respect to which such notice has been given shall become due and payable on the Redemption Date at a redemption price equal to 100% of the principal amount thereof being redeemed plus accrued and unpaid interest thereon to the Redemption Date, and on and after the Redemption Date (unless the Company shall default in the payment of such Securities, together with any interest accrued and unpaid to the Redemption Date) any interest on the Securities, or on the portions thereof, so called for redemption shall cease to accrue. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 3.03A, the Company will deposit with the Trustee or with one or more Paying Agents (or if the Company is acting as its own Paying Agent, the Company will segregate and hold in trust as provided in Section 4.05) an amount of money sufficient to redeem on the Redemption Date all the Securities, or portions thereof, so called for redemption, together with accrued and unpaid interest to the date fixed for redemption. Section 1.03 Amendment to Sections 10.01 and 10.02 (a) Section 10.01 of the Indenture is amended by deleting the words, "when authorized by resolution of its Board of Directors," in the second and third lines of the first paragraph thereof. (B) Section 10.02 of the Indenture is amended by deleting the words ", when authorized by resolution of its Board of Directors," in the fifth and sixth lines of the first paragraph thereof. ARTICLE TWO MISCELLANEOUS PROVISIONS All capitalized terms which are used herein ad not otherwise defined herein are defined in the Indenture and are used herein with the same meanings as in the Indenture. The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever, for and in respect of, the validity or sufficiency of this First Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Except as expressly amended hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects fully ratified and confirmed. The First Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. This Instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Jeffrey S. Werner Senior Vice President-Corporate Treasury and Global Funding Operation [CORPORATE SEAL] Attest: By: /s/ Bruce C. Bennett Assistant Secretary MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY By: /s/ Robert D. Brown Corporate Trust Officer [CORPORATE] Attest: By: /s/ Helen Mabe STATE OF MARYLAND ) ss.: COUNTY OF BALTIMORE ) On the 12th day of May, 1994, before me personally came Robert D. Brown to me known, who, being by me duly sworn, did depose and say that (s)he resides in Silverton, Connecticut; that (s)he is a Corporate Trust Officer of MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, the Trustee described in and which the foregoing instrument; that (s)he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that (s)he signed (her)his name thereto by like authority. /s/ Michael C. Herlin Notary Public [Notarial Seal] STATE OF CONNECTICUT ) ss.: COUNTY OF FAIRFIELD ) On the 26th day of May 1994, before me personally came Jeffrey S. Werner to me known, who, being by me duly sworn, did depose and say that (s)he resides at Stamford, Connecticut; that he is the Senior Vice President-Corporate Treasury and Global Funding Operation of GENERAL ELECTRIC CAPITAL CORPORATION, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Gail S. Thiede Notary Public [Notarial Seal] EX-4.C 4 GENERAL ELECTRIC CAPITAL CORPORATION AND THE CHASE MANHATTAN BANK Trustee ___________________ SECOND SUPPLEMENTAL INDENTURE Dated as of August 15, 1996 ______________________ Supplemental to the Indenture dated as of October 1, 1991 VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE, dated as of August 15, 1996, between GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (hereinafter called the "Company"), and THE CHASE MANHATTAN BANK, a corporation organized and existing under the laws of the State of New York, as successor trustee (hereinafter called the "Trustee"). WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of October 1, 1991 and a First Supplemental Indenture dated as of May 11, 1994 (such Indenture, as so supplemented, the "Indenture"), providing for the issuance by the Company from time to time of its unsecured Variable Denomination Floating Rate Demand Notes (in the Indenture and herein called the "Securities"). All terms used in this Second Supplemental Indenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture; WHEREAS, Section 10.01 of the Indenture provides that without the consent of any Securityholders, the Company and the Trustee, at any time and from time to time, may enter into an indenture supplemental to the Indenture in form satisfactory to the Trustee to make any change that does not adversely affect the interests of any Securityholder; WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Second Supplemental Indenture to amend the Indenture and has requested that the Trustee join in the execution of this Second Supplemental Indenture; and WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Indenture have been done. NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises, it is mutually covenanted and agreed as follows: I. AMENDMENTS. A. The following amendments to the Indenture shall apply to Securities authenticated and delivered by the Trustee under this Indenture on or after the date of this Second Supplemental Indenture: (i) Limitation on Liens. Section 4.03 of the Indenture, and the corresponding reference thereto to the Table of Contents thereto, is hereby deleted in its entirety. (ii) Securities to be Secured in Certain Events. Section 11.02 of the Indenture, and the corresponding reference thereto in the Table of Contents thereto, is hereby deleted in its entirety. (iii) Supplemental Indentures Without Consent of Securityholders. The following clause is hereby deleted from Section 10.01(b) of the Indenture: "or as may be required by Section 4.03 or Section 11.02." (v) Conforming Changes. Each of the following section references in the Indenture are deleted and replaced by the respective section references indicated below: Current Reference New Reference Section 4.04 Section 4.03 Section 4.05 Section 4.04 Section 4.06 Section 4.05 Section 11.03 Section 11.02 Section 11.04 Section 11.03 B. The following amendment to the Indenture shall apply to any Securities Outstanding on the date of this Second Supplemental Indenture or hereafter authenticated and delivered by the Trustee hereunder: (i) Supplemental Indentures Without Consent of Securityholders. Section 10.01(c) of the Indenture is hereby amended by inserting the word "Outstanding" before the word "Securities" therein. II. MISCELLANEOUS. A. Incorporation of Indenture. All the provisions of this Second Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument. B. Headings. The headings of the Articles and Sections of this Second Supplemental Indenture are inserted for convenience of information of reference and shall not be deemed to be a part thereof. C. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. D. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Second Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. E. Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not. F. Separability Clause. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. G. Benefits of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Securityholders, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture. H. Regarding the Trustee. The Trustee shall not be responsible for the correctness of the recitals herein, and makes no representation as to the validity or the sufficiency of this Second Supplemental Indenture, and shall be entitled to all of the benefits of all of the rights, privileges, immunities and indemnities of the Trustee provided for in the Indenture. IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the day and year first above written. GENERAL ELECTRIC CAPITAL CORPORATION By:/s/ Jeffrey S. Werner Jeffrey S. Werner Senior Vice President - Corporate Treasury and Global Funding Operation Attest: /s/ Scott P.F. Cameron Assistant Secretary THE CHASE MANHATTAN BANK, as Trustee By:/s/ Mary A. Lewida Name: Mary A. Lewida Title: Second Vice President Attest: /s/ John T. Needhane Jr. Title Assistant Treasurer STATE OF CONNECTICUT) ) s.s.: COUNTY OF FAIRFIELD ) On the 15th day of August, 1996, before me personally came Jeffrey S. Werner, to me known, who, being by me duly sworn, did depose and say that he resides at 96 Southfield Avenue, Stamford, Connecticut 06902, that he is the Senior Vice President - Corporate Treasury and Global Funding Operation of General Electric Capital Corporation, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of such corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed pursuant to authority of the Board of Directors of such corporation, and that he signed his name thereto pursuant to like authority. /s/ Gail S. Thiede Notary Public Gail S. Thiede Notary Public My commission Expires July 31, 2000 [notarial seal] STATE OF NEW YORK ) ) s.s.: COUNTY OF NEW YORK ) On the 14th day of August, 1996, before me personally came Mary Lewida, to me known, who, being by me duly sworn, did depose and say that s/he resides at 16 Cedar Ave, Staten Island, NY 10305, that s/he is a Second Vice President of The Chase Manhattan Bank, one of the corporations described in and which executed the above instrument; that s/he knows the corporate seal of such corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed pursuant to authority of the Board of Directors of such corporation, and that s/he signed her/his name thereto pursuant to like authority. Della K. Benjamin Notary Public Della K. Benjamin Notary Public, State of New York No. 01BE4659667 Qualified in Kings County Commission Expires April 30, 1997 [notarial seal] EX-5 5 Bruce C. Bennett General Electric Capital Corporation Associate General Counsel 201 High Ridge Road, Stamford, CT 06927 Treasury Operation and Assistant Secretary July 22, 1998 General Electric Capital Corporation 201 High Ridge Road Stamford, CT 06905 Ladies and Gentlemen: I have examined the Registration Statement on Form S-3 being filed by General Electric Capital Corporation (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of $5,000,000,000 aggregate principal amount of the Company's Variable Denomination Floating Rate Demand Notes (the "Notes"), to be issued from time to time under an indenture dated as of October 1, 1991 between the Company and The Chase Manhattan Bank, as Successor Trustee, as supplemented through the date hereof (such indenture, as so supplemented, being herein called the "Indenture"). In my opinion, when the issuance of the Notes and approval of the final terms thereof have been duly authorized by appropriate corporate action and the Notes have been duly executed, authenticated and delivered against payment therefor, subject to the final terms of the Notes being in compliance with then applicable law, the Notes will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits provided by the Indenture, pursuant to which such Notes were issued except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law). I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to myself under the caption "Legal Opinions" in the Registration Statement. Very truly yours, /s/ Bruce C. Bennett Bruce C. Bennett EX-24 6 2 1 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 New York corporation (the "Corporation"), hereby constitutes and appoints Gary C. Wendt, Denis J. Nayden, James A. Parke, Jeffrey S. Werner and Nancy E. Barton, 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 execute in the name of each such person and to file (i) a Registration Statement of the Corporation on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with respect to $5,000,000,000 aggregate principal amount of the Corporation's Variable Denomination Floating Rate Demand Notes, and (ii) any and all amendments and post- effective amendments to such Registration Statement as such person or persons executing the same pursuant to this Power of Attorney may approve. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney. IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 22nd day of July, 1998. /S/ Gary C. Wendt /S/ Dennis J Nayden _____________________ _______________________ Gary C. Wendt Denis J. Nayden Chairman of the Board, President, and Director Chief Operating Officer and Chief Executive Officer (Principal Executive Officer) /S/ James A. Parke /S/ Joan C. Amble ________________________ _______________________ James A. Parke Joan C. Amble Senior Vice President, Vice President Finance and Director and Controller (Principal Financial Officer) (Principal Financial Officer) /S/ Jeffrey S. Werner /S/ Nigel D.T. Andrews ________________________ _______________________ Jeffrey S. Werner Nigel D.T. Andrews Senior Vice President- Director Corporate Treasury and Global Funding Operation /S/ Nancy E. Barton /S/ James R. Bunt _________________________ ________________________ Nancy E. Barton James R. Bunt Director Director 2 /S/ David M. Cote /S/ Dennis D. Dammerman ________________________ ________________________ David M. Cote Dennis D. Dammerman Director Director /S/ Paolo Fresco /S/ Benjamin W. Heineman, Jr. ________________________ ________________________ Paolo Fresco Benjamin W. Heineman, Jr. Director Director /S/ Jeffrey R. Immelt /S/ W. James McNerney, Jr. ________________________ ________________________ Jeffrey R. Immelt W. James McNerney, Jr. Director Director /S/ John H. Myers /S/ Robert L. Nardelli ________________________ ________________________ John H. Myers Robert L. Nardelli Director Director /S/ Michael A. Neal /S/ John M. Samuels ________________________ ________________________ Michael A. Neal John M. Samuels Director Director /S/ Edward D. Stewart /S/ John F. Welch, Jr. ________________________ ________________________ Edward D. Stewart John F. Welch, Jr. Director Director EX-25 7 1 ____________________________________________________________ _______ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 _________________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ___________________________________________ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ________________________________________ THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) _____________________________________________ General Electric Capital Corporation (Exact name of obligor as specified in its charter) New York 13-1500700 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 200 Long Ridge Road Stanford, Connecticut 06927 (Address of principal executive offices) (Zip Code) Variable Denomination Floating Rate Demand Notes (Title of the indenture securities) 2 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a)Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, Suite 2310, 5 Empire State Plaza, Albany, New York 12223. Board of Governors of the Federal Reserve System, 20th and C Street, NW, Washington, D.C., 20551. FederalReserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. 10045 Federal Deposit Insurance Corporation, 550 Seventeenth Street NW, Washington, D.C., 20429. (b)Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 3 Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33- 50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 22nd day of July, 1998. THE CHASE MANHATTAN BANK By /s/ James P.Freeman _____________________ James P. Freeman Assistant Vice President 4 Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1998, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ........................................ $12,037 Interest-bearing balances ............................................4,054 Securities: .......................................... Held to maturity securities......................... 2,340 Available for sale securities......................... 50,134 Federal funds sold and securities purchased under agreements to resell..... 24,982 Loans and lease financing receivables: Loans and leases, net of unearned income $127,958 Less: Allowance for loan and lease 2,797 losses Less: Allocated transfer risk reserve 0 Loans and leases, net of unearned income, allowance, and reserve.................. 125,161 Trading Assets ........................ 61,820 Premises and fixed assets (including capitalized leases)..... 2,961 Other real estate owned................... 347 Investments in unconsolidated subsidiaries and associated companies................ 242 Customers' liability to this bank on acceptances outstanding.................. 1,380 Intangible assets........................ 1,549 Other assets.... 11,727 TOTAL ASSETS ....................... $298,734 ========= - 4 - 5 LIABILITIES Deposits In domestic offices................... $96,682 Noninterest-bearing..................... 38,074 Interest-bearing ..................... 58,608 In foreign offices, Edge and Agreement, subsidiaries and IBF's ........ 72,630 Noninterest-bearing ....................$ 3,289 Interest-bearing....................... 69,341 Federal funds purchased and securities sold under agreements to repurchase....... 42,735 Demand notes issued to the U.S. Treasury 872 Trading liabilities....................... 45,545 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less ........... 4,454 With a remaining maturity of more than one year through three years 231 With a remaining maturity of more than three years..... 106 Bank's liability on acceptances executed and outstanding 1,380 Subordinated notes and debentures ..... 5,708 Other liabilities..................... 11,295 TOTAL LIABILITIES ........................ 281,638 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock ........................ 1,211 Surplus (exclude all surplus related to preferred stock)... 10,291 Undivided profits and capital reserves 5,579 Net unrealized holding gains (losses) on available-for-sale securities ......... (1) Cumulative foreign currency translation adjustments ... 16 TITAL EQUITY CAPITAL................... 17,096 ______ TOTAL LIABILITIES AND EQUITY CAPITAL.. $298,734 ========== I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) THOMAS G. LABRECQUE ) DIRECTORS WILLIAM B. HARRISON, JR. ) -5- -----END PRIVACY-ENHANCED MESSAGE-----