Exhibit 4 (h)

                                                                   March 7, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Subject: General Electric Capital Corporation Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 - File No. 1-6461

Dear Sirs:

Neither General Electric Capital  Corporation (the "Corporation") nor any of its
subsidiaries  has  outstanding any instrument with respect to its long-term debt
that is not  registered or filed with the  Commission  and under which the total
amount  of  securities  authorized  exceeds  10%  of  the  total  assets  of the
registrant and its  subsidiaries  on a consolidated  basis.  In accordance  with
paragraph  (b) (4) (iii) of Item 601 of Regulation  S-K (17 CFR  ss.229.601),the
Corporation hereby agrees to furnish to the Securities and Exchange  Commission,
upon request,  a copy of each instrument  which defines the rights of holders of
such long-term debt.

                                           Very truly yours,

                                           GENERAL ELECTRIC CAPITAL CORPORATION


                                           By: /s/ J.A. Parke
                                               -------------------------
                                               J.A. Parke,
                                               Vice Chairman and
                                               Chief Financial Officer