8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) June 8, 2012

General Electric Capital Corporation

(Exact name of registrant as specified in its charter)

Delaware	01-06461	13-1500700
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
901 Main Avenue, Norwalk, Connecticut		06851-1168
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code   (203) 840-6300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.

          To the extent required by Item 3.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 8.01 Other Events.

          On June 12, 2012, General Electric Capital Corporation (“GECC”) issued 22,500 shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $100,000 per share (the “Series A Preferred Stock”). The terms of the Series A Preferred Stock are more fully described in the Certificate of Designations for the Series A Preferred Stock (the “Certificate of Designations”), a copy of which is included as Exhibit 3.1 to this Current Report on Form 8–K and incorporated by reference herein. The Certificate of Designations, which was filed on June 8, 2012 with the Delaware Secretary of State, amends GECC’s Restated Certificate of Incorporation to fix the rights, powers, designations, preferences, qualifications, limitations and restrictions, among other things, relating to the Series A Preferred Stock.

          The following documents are being filed with this report on Form 8-K and shall be incorporated by reference into the registration statement on Form S-3 (SEC File No. 333-178262) which was automatically effective on December 1, 2011: (i) Underwriting Agreement, dated as of June 7, 2012, between GECC and Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the underwriters; (ii) Certificate of Designations of GECC with respect to the Series A Preferred Stock, dated June 8, 2012; (iii) Form of Certificate representing the Series A Preferred Stock; and (iv) validity opinion with respect to the Series A Preferred Stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed as part of this report:

Exhibit Description

1.1	Underwriting Agreement, dated as of June 7, 2012, between GECC and Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the underwriters, relating to the offer and sale of the Series A Preferred Stock.
3.1	Certificate of Designations of GECC with respect to the Series A Preferred Stock, dated June 8, 2012.
4.1	Form of Certificate representing the Series A Preferred Stock.
5.1	Opinion of Alan M. Green, regarding validity of the Series A Preferred Stock.
23.1	Consent of Alan M. Green is included in his opinion referred to in Exhibit 5.1 above.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	General Electric Capital Corporation
	(Registrant)
Date: June 12, 2012	/s/ Jamie S. Miller
	Jamie S. Miller
	Senior Vice President and Controller

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EX-1.1

Exhibit 1.1

GENERAL ELECTRIC CAPITAL CORPORATION
22,500 Shares of Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock
Series A, $0.01 par value

Underwriting Agreement
dated as of June 7, 2012

BARCLAYS CAPITAL INC.
CITIGROUP GLOBAL MARKETS INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
                    INCORPORATED,
as Representatives of the several
Underwriters named in Schedule I attached hereto

c/o BARCLAYS CAPITAL INC.
745 Seventh Avenue
New York, New York 10019

CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, New York 10013

GOLDMAN, SACHS & CO.
200 West Street
New York, New York 10282

J.P. MORGAN SECURITIES LLC
383 Madison Avenue
New York, New York 10019

MERRILL LYNCH, PIERCE, FENNER & SMITH
                    INCORPORATED,
One Bryant Park
New York, New York 10036

Ladies and Gentlemen:

          General Electric Capital Corporation, a Delaware corporation (the “Company”), and you, as Representatives of the several underwriters (the “Underwriters”) named on Schedule I hereto, are entering into this Underwriting Agreement dated as of June 7, 2012. This Underwriting Agreement is referred to herein as the “Agreement”.

          The Company proposes to issue and sell an aggregate of 22,500 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01, of the Company (the “Preferred Stock”).

          An automatic shelf registration statement as defined in Rule 405 under the Securities Act of 1933 (the “1933 Act”), which contains a base prospectus (the “Base Prospectus”) to be used in connection with the offering and sale of securities of the Company, including the Preferred Stock, has been filed on Form S-3 with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof. The registration

statement is effective pursuant to the rules and regulations promulgated by the Commission under the 1933 Act (the “1933 Act Regulations”). As used in this Agreement:

          (i) “Permitted Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 under the 1933 Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Preferred Stock as listed on Schedule II hereto;

          (ii) “Preliminary Prospectus” means any preliminary prospectus supplement relating to the Preferred Stock included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, together with the Base Prospectus;

          (iii) “Pricing Disclosure Material” means, as of the Pricing Effective Time, the most recent Preliminary Prospectus together with each Permitted Free Writing Prospectus filed or used by the Company on or before the Pricing Effective Time, other than a road show that is a Permitted Free Writing Prospectus under Rule 433 of the 1933 Act Regulations;

          (iv) “Pricing Effective Time” means 4:49 P.M., New York City time, on the date of this Agreement;

          (v) “Prospectus” means the final prospectus supplement relating to the Preferred Stock, as filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, together with the Base Prospectus; and

          (vi) “Registration Statement” means the registration statement, as deemed revised at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act as such section applies to the Company and the Underwriters for such offering pursuant to Rule 430B(f)(1) and Rule 430B(f)(2) under the 1933 Act (the “Effective Time”), including (i) all documents then filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the 1933 Act, to the extent such information is deemed, pursuant to Rule 430B(f)(1) under the 1933 Act, to be part of the Registration Statement at the Effective Time;

Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the 1933 Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof).

SECTION 1. REPRESENTATIONS AND WARRANTIES.

The Company represents and warrants to each Underwriter as of the date of this Agreement as follows:

          (a) the Company is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its properties and assets and to transact or carry on the business in which it is engaged;

          (b) each document filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) which is incorporated by reference in the Registration Statement, Pricing Disclosure Material or Prospectus complied, in all material respects, when so filed 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, in all material respects, when so filed with the 1934 Act and the rules and regulations thereunder;

          (c) the Registration Statement and the Prospectus comply, and the Registration Statement and the Prospectus (and any amendments and supplements thereto, other than amendments or supplements relating solely to securities other than the Preferred Stock) will on the Closing Date comply, in all material respects, with the 1933 Act and the applicable rules and regulations of the Commission thereunder;

          (d) each Preliminary Prospectus filed pursuant to Rule 424 under the 1933 Act complied when so filed in all material respects with the 1933 Act and the rules and regulations thereunder;

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          (e) the Registration Statement at the Effective Time 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 its date and on the Closing Date did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

          (f) there has been no material adverse change in the condition of the Company and its consolidated affiliates, taken as a whole, from that set forth in the Registration Statement, the Pricing Disclosure Material and the Prospectus (excluding any amendments or supplements to the Prospectus since the Pricing Effective Time);

          (g) at the Pricing Effective Time, the Pricing Disclosure Material did not contain an 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 in which they were made, not misleading;

          (h) the Registration Statement constitutes an “automatic shelf registration statement” (as defined in Rule 405 of the 1933 Act) filed within three years of the date hereof; no notice of objection of the Commission with respect to the use of the Registration Statement pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company; and the Company is a “well-known seasoned issuer” as defined in Rule 405, including not being an “ineligible issuer”, in each case as defined in Rule 405 at the “determination dates” relevant to the offering and sale of Preferred Stock under the Registration Statement (as described in such definition); no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding, to the knowledge of the Company, for that purpose or pursuant to Section 8A of the 1933 Act has been initiated or threatened by the Commission;

          (i) the Company has not used any free writing prospectus other than a Permitted Free Writing Prospectus or used a Permitted Free Writing Prospectus except in compliance with Rule 433 under the 1933 Act and otherwise in compliance with the 1933 Act; and

          (j) the Preferred Stock has been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non assessable.

except that the representations and warranties set forth in paragraphs (b), (c), (d), (e) and (g) of this Section 1 do not apply to statements or omissions in the Registration Statement, the Prospectus or the Pricing Disclosure Material based upon information furnished to the Company in writing by any Underwriter expressly for use therein.

          SECTION 2. PUBLIC OFFERING. Upon authorization by the Representatives of the release of the Preferred Stock, the several Underwriters propose to offer the Preferred Stock for sale upon the terms and conditions to be set forth in the Prospectus.

          SECTION 3. PURCHASE AND DELIVERY.

          (a) PURCHASE OF THE PREFERRED STOCK BY THE UNDERWRITERS. Subject to the terms and conditions set forth herein, the Company hereby agrees to sell to each Underwriter and each Underwriter agrees to purchase, severally and not jointly, the number of shares of Preferred Stock set forth opposite such Underwriter’s name in Schedule I hereto at a purchase price of $99,000 per share of Preferred Stock, which equals the public offering price of $100,000 per share less an underwriting commission of $1,000 per share.

          (b) DELIVERY AND PAYMENT FOR THE PREFERRED STOCK. Delivery of and payment for the Preferred Stock shall be made at 10:00 A.M., New York City time, on June 12, 2012 or at such other time and date as shall be determined by agreement between the Representatives and the Company. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date”. Delivery of the Preferred Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Preferred Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Preferred Stock through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

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          SECTION 4. COVENANTS OF THE COMPANY. The Company covenants with each Underwriter as follows:

          (a) COPIES OF REGISTRATION STATEMENT, PROSPECTUS. To furnish to each Underwriter, without charge, (i) as many copies of the Prospectus and the Registration Statement (including exhibits and documents incorporated by reference) as the Underwriters may reasonably request and (ii) during the period mentioned in paragraph (b) below, as many copies of the Prospectus amendments or supplements thereto prepared pursuant to paragraph (b) below as the Underwriters may reasonably request.

          (b) REVISIONS OF PROSPECTUS — MATERIAL CHANGES. If, during such period after the first date of the public offering of the Preferred Stock as in the opinion of counsel to the Company a prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is required by law to be delivered in connection with sales of the Preferred Stock by an Underwriter or dealer, 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 any 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 under which they were made when the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act regulations, forthwith to (i) prepare and furnish, at is own expense, to the Underwriters and the dealers (whose names and addresses the Representatives shall furnish to the Company) to which the Preferred Stock may have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus or (ii) file with the Commission such reports pursuant to the Exchange Act, or amendments to reports previously filed by the Company thereunder so that in case of either clause (i) or (ii) of this paragraph (b) the statements in the Prospectus as so amended and supplemented will not, in the light of the circumstances under which they were made when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

          (c) FILING OF PROSPECTUS SUPPLEMENT. To prepare and file with the Commission pursuant to Rule 424 under the 1933 Act as promptly as practicable after the execution of this Agreement, a prospectus supplement setting forth such information as is necessary so that the Prospectus, when delivered to a purchaser of the Preferred Stock, will comply with the 1933 Act and the 1933 Act regulations and, before amending the Registration Statement or supplementing the Prospectus with respect to the Preferred Stock, to furnish the Underwriters a copy of each such proposed amendment or supplement.

          (d) SECTION 11(A) EARNINGS STATEMENTS. To make generally available to its security holders, as soon as practicable, earnings statements, which need not be audited, that will satisfy Section 11(a) of the 1933 Act and comply with the rules and regulations thereunder.

          (e) BLUE SKY QUALIFICATIONS. If required, the Company will endeavor, in cooperation with the Underwriters, to qualify the Preferred Stock for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may reasonably designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Preferred Stock; provided, however, that the Company shall not be obligated to file any general or unlimited consent to service of process, to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to qualify any Preferred Stock for offer and sale in any jurisdiction in which the Company shall have notified the Underwriters prior to the distribution of such Preferred Stock that it is unable or unwilling to comply with the disclosure or reporting requirements imposed by such jurisdiction. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Preferred Stock have been qualified as above provided.

          (f) 1934 ACT FILINGS. The Company, during the period when the Prospectus (or in lieu thereof the notice referred to in Rule 173(c) under the 1933 Act) is required to be delivered under the 1933 Act, will file timely all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.

          (g) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS. The Company will (i) in respect of the Preferred Stock, promptly within the time periods specified therein, effect the filings required of it pursuant to Rule 424 and/or Rule 433 under the 1933 Act, and (ii) take such steps as it deems necessary to ascertain promptly whether each Prospectus or Permitted Free Writing Prospectus transmitted for filing under Rule 424 or Rule 433 of the 1933 Act, as applicable, were received for filing by the Commission and, in the

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event that any was not, it will promptly file the relevant Prospectus or Permitted Free Writing Prospectus, as applicable.

          (h) FILING FEES. The Company will pay the required Commission filing fees related to the Preferred Stock within the time required by Rule 456(b)(1) under the Act and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act.

          SECTION 5. PAYMENT OF EXPENSES. The Company will pay all expenses and taxes incident to the performance of its obligations under this Agreement, including:

          (i) The preparation and filing of the Registration Statement and all amendments thereto and the Prospectus and any amendments or supplements thereto and any Permitted Free Writing Prospectus;

          (ii) The preparation, issuance and delivery of the Preferred Stock and the payment of any stamp duties or other taxes payable in that connection;

          (iii) The fees and disbursements of the Company’s independent public accountants;

          (iv) The qualification of the Preferred Stock under securities laws in accordance with the provisions of Section 4(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;

          (v) The printing and delivery to the Underwriters, to the extent and in the quantities required hereby, of copies of the Registration Statement and any amendments thereto, the Pricing Disclosure Material and of the Prospectus and any amendments or supplements thereto, and the delivery by the Underwriters of the Prospectus and any amendments or supplements thereto in connection with solicitations or confirmations of sales of the Preferred Stock;

          (vi) The printing and delivery to the Underwriters of copies of any Blue Sky Survey;

          (vii) Any fees charged by rating agencies for the rating of the Preferred Stock;

          (viii) The fees and expenses, if any, incurred with respect to any filing with the Financial Industry Regulatory Authority, Inc.; and

          (ix) Any advertising and other out-of-pocket expenses incurred with the approval of the Company.

          SECTION 6. CONDITIONS OF OBLIGATIONS. Each Underwriter’s obligations to purchase Preferred Stock pursuant to this Agreement 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. At the Closing Date (unless otherwise indicated), the Underwriters shall have received the following documents:

          (i) OPINION OF COUNSEL TO THE COMPANY. The opinion of Associate General Counsel, Corporate Treasury of the Company, or other counsel satisfactory to the Underwriters, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect that:

          (A) The Company has been duly incorporated and is validly existing under the laws of the State of Delaware.

          (B) This Agreement has been duly authorized, executed and delivered by the Company.

          (C) Neither the execution and delivery of this Agreement nor the issuance and sale of the Preferred Stock by the Company as provided herein will (i) contravene the certificate of incorporation or by-laws of the Company or (ii) result in any violation of any of (A) the terms or provisions of any law, rule or regulation of the State of New York, the corporate laws of the State of Delaware or the federal law of the United States of America to which the Company is subject (other than with respect to applicable securities

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or Blue Sky laws, as to which such counsel need not express any opinion) or (B) the terms of any indenture, mortgage or other agreement or instrument known to such counsel by which the Company or any of its subsidiaries is bound and which is material to the Company and its subsidiaries taken as a whole.

          (D) The statements contained in the Preliminary Prospectus (excluding the Base Prospectus) and the Prospectus (excluding the Base Prospectus) under the captions “Description of the Preferred Stock” and “Underwriting” insofar as such statements purport to summarize certain provisions of documents (or provisions thereof) or statutes (or provisions thereof) referred to therein, fairly present the matters referred to therein.

          (E) Each document incorporated by reference in each of the Registration Statement, the Pricing Disclosure Material and the Prospectus which was filed pursuant to the 1934 Act (except for the financial statements and schedules and other financial and statistical material contained or incorporated by reference therein or omitted therefrom, 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.

          (F) 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.

          (G) The Registration Statement at the Effective Time and the Prospectus and any supplements and amendments thereto as of their respective effective or issue dates (except for the financial statements and schedules and other financial and statistical material contained or incorporated by reference therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Preferred Stock, as to which, in each case, such counsel need not express any opinion) comply as to form in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder.

          (H) Nothing has come to such counsel’s attention that would lead such counsel to believe that (except for the financial statements and schedules and other financial and statistical material contained or incorporated by reference therein or omitted therefrom, as to which counsel need not express any belief) (i) each part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to such date, at the time of the most recent such filing prior to the time of issuance of this opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Pricing Disclosure Material at the Pricing Effective Time contained any untrue statement of a material fact or omitted 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, and (iii) the Prospectus as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted 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.

          (I) The shares of Preferred Stock being delivered to the Underwriters at the Closing Date have been duly authorized and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, and will have the rights set forth in the Company’s certificate of incorporation, as amended to the Closing Date.

          (ii) OPINION OF TAX COUNSEL TO THE COMPANY. The opinion of Weil, Gotshal & Manges LLP, tax counsel to the Company, or other tax counsel satisfactory to the Underwriters dated as of the Closing Date, confirming the accuracy of the disclosure set forth under the caption “U.S. Federal Income Tax Consequences” in the Preliminary Prospectus and the Prospectus, in each case excluding the Base Prospectus.

          (iii) OPINION OF COUNSEL TO THE UNDERWRITERS. The opinion and 10b-5 statement of Davis Polk & Wardwell LLP, counsel to the Underwriters, dated as of the Closing Date relating to the Preferred Stock and such other matters as the Representatives may reasonably request.

          (iv) In rendering the opinion referred to in subparagraph (i) above, such counsel may state that with respect to (G) and (H) of subparagraph (i), such counsel’s opinion and belief are based upon his participation in

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the preparation of the Registration Statement, the Pricing Disclosure Material 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.

          (b) OFFICER’S CERTIFICATE. At the date hereof and at the Closing 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 affiliates, taken as a whole, from that set forth in the Pricing Disclosure Material (excluding any amendments or supplements to the Pricing Disclosure Material since the Pricing Effective Time, if any) and the Prospectus (excluding any amendments or supplements to the Prospectus since the Pricing Effective Time, if any); and the Underwriters shall have received on the Closing Date a certificate in the form of Exhibit A hereto, dated the Closing 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.

          (c) COMFORT LETTER. The Underwriters shall have received at the Closing Date, a letter from KPMG LLP, independent public accountants, dated as of the Closing Date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Pricing Disclosure Material and the Prospectus.

          (d) OTHER DOCUMENTS. On the Closing Date, counsel to the Underwriters shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of the Preferred Stock as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Preferred Stock as herein contemplated shall be satisfactory in form and substance to the Underwriters and to counsel to the Underwriters.

          SECTION 7. ADDITIONAL COVENANTS OF THE UNDERWRITERS. Each Underwriter agrees that:

          (a) FREE WRITING PROSPECTUS USE. Except as otherwise agreed by the Company, it has not made and will not make any offer relating to the Preferred Stock that would constitute a free writing prospectus, as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a free writing prospectus which is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act; provided, that, if so specified in this Agreement or the Company shall otherwise so notify the Underwriters in writing, the Underwriter will make no offer relating to the Preferred Stock that will constitute a free writing prospectus as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus, without the prior consent of the Company. Any such material prepared by or on behalf of such Underwriter will only be used if it complies in all material respects with the requirement of the 1933 Act and the 1933 Act Regulations.

          (b) SELLING RESTRICTIONS COMPLIANCE. (i) Each Underwriter hereby certifies that such Underwriter has anti-money laundering policies and procedures in place in accordance with the requirements imposed by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, Pub. L, 107-56, 115 Stat. 380 (October 26, 2001), or any rules or regulations promulgated thereunder, and will comply with legal measures administered by the Office of Foreign Assets Control of the United States Department of the Treasury. Each Underwriter also certifies that such Underwriter has implemented an anti-money laundering compliance program pursuant to NASD Rule 3011; and (ii) each Underwriter will comply with all applicable laws and regulations in each country or jurisdiction outside of the United States in or from which it purchases, offers, sells or delivers Preferred Stock or has in its possession or distributes the Prospectus for such Preferred Stock or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Preferred Stock under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and the Company shall have no responsibility therefor.

          SECTION 8. INDEMNIFICATION.

          (a) INDEMNIFICATION OF THE UNDERWRITERS. The Company agrees to indemnify and hold harmless each Underwriter, each Underwriter’s respective directors and officers and each person, if any, who

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controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act 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, any Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Material or the Prospectus (if used within the period set forth in Section 4(b) 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 any Underwriter expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any Preliminary Prospectus (including, without limitation, any preliminary prospectus supplement), any Permitted Free Writing Prospectus, the Pricing Disclosure Material, or any Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Preferred Stock, any directors and officers of such Underwriter or any person controlling such Underwriter, if a copy of the Pricing Disclosure Material or the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was provided (with notice that it contains additional or different material information) to such Underwriter by the Company sufficiently far enough in advance of the time of sale in order to enable such Underwriter to convey to the purchaser of the Preferred Stock and was not conveyed by or on behalf of such Underwriter to such person at or prior to the entry into the contract of sale of the Preferred Stock to such person pursuant to Rule 159 of the 1933 Act, and if the Pricing Disclosure Material or the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

          (b) INDEMNIFICATION OF COMPANY. Each Underwriter agrees, severally and not jointly, 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 each Underwriter, (i) with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, any Permitted Free Writing Prospectus, the Pricing Disclosure Material or the Prospectus or any amendments or supplements thereto and (ii) arising from any other free writing prospectus prepared by or on behalf of such Underwriter, except to the extent arising from the information furnished in writing by the Company expressly for use therein.

          (c) GENERAL. Promptly after receipt by any person of notice of any claim or the institution of any proceeding (including any governmental investigation) in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to participate therein, and, to the extent that it elects (upon notice to the indemnified party), jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. If the indemnifying party shall not have so elected to assume such defense, then, upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. If the indemnifying party shall so elect to assume such defense, the indemnifying party shall not be liable to the indemnified party pursuant to this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Underwriters in the case of parties indemnified pursuant to Section 8(a) and by the Company in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in

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respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

          SECTION 9. CONTRIBUTION. If the indemnification provided for in Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) if the indemnifying party is the Company, in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the issue and sale of the Preferred Stock, (ii) if the indemnifying party is an Underwriter, in such proportion as is appropriate to reflect the relative fault of such Underwriter on the one hand and the Company on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, or (iii) if the allocation provided by clause (i) or clause (ii) above, as the case may be, is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above or the relative fault referred to in clause (ii) above, as the case may be, but also such relative fault (in cases covered by clause (i)) or such relative benefits (in cases covered by clause (ii))) as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total sales price received by the Company from the sale of the Preferred Stock that are the subject of the claim for indemnification (before deducting expenses) bears to the total underwriting discounts and commissions received by the Underwriters from sales of the Preferred Stock that are the subject of the claim for indemnification. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue statement of a fact or the omission to state a fact relates to information supplied by the Company or statements made or furnished by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

          The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations provided for, in the respective cases, in clauses (i), (ii), and (iii) of the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which any Preferred Stock purchased by such Underwriter and distributed to the public, were offered to the public, exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several, in proportion to the respective amounts of Preferred Stock solicited or purchased by each of such Underwriters, and not joint.

          SECTION 10. TERMINATION. This Agreement shall be subject to termination in the discretion of the Representatives at any time prior to the Closing Date, by notice given by the Representatives to the Company if (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited; (ii) a general moratorium on commercial banking activities in the State of New York or the United States shall have been declared by Federal authorities; or (iii) there shall have occurred any material outbreak, or material escalation, of hostilities or other national or international calamity or crisis, of such magnitude and severity in its effect on the financial markets of the United States, in the reasonable judgment of the Representatives, as to prevent or materially impair the marketing, or enforcement of contracts for sale, of the Preferred Stock.

          SECTION 11. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted to the address or telefax number set forth below:

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Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Fax: 646-834-8133
Attention: Syndicate Registration

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Fax: 212-816-7912
Attention: General Counsel

Goldman, Sachs & Co.
200 West Street
New York, New York 10282
Phone: 866-471-2526
Attention: Registration Department

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Fax: 212-834-6081

Attention: High Grade Syndicate Desk – 3rd Floor

Merrill Lynch, Pierce, Fenner & Smith

          Incorporated

50 Rockefeller Plaza
12th Floor
New York, NY 10020
Fax: 212-901-7881

Attention: Capital Markets Transaction Management/Legal

          SECTION 12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

          SECTION 13. SURVIVAL. (a) The representations, warranties and agreements of the Company in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter, their officers or directors or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for the Preferred Stock. The provisions of Sections 8, 9 and 13(b) shall survive the termination or cancellation of this Agreement.

          (b) If (i) this Agreement is terminated pursuant to Section 10, (ii) the Company for any reason fails to tender the Preferred Stock for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Preferred Stock for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

          SECTION 14. COUNTERPARTS. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

          SECTION 15. HEADINGS. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

          SECTION 16. RELATIONSHIP. The Company and the Underwriters acknowledge and agree that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Underwriters have an arms-length business relationship that creates no fiduciary duty on the part of either party and each expressly disclaims any fiduciary relationship.

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[Signature page follows.]

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          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 the Underwriters and the Company in accordance with its terms.

Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Kathleen J. Yoh
	Name: Kathleen J. Yoh
	Title: Vice President & Assistant Treasurer

CONFIRMED AND ACCEPTED, as of the date first above written: BARCLAYS CAPITAL INC.
By:	/s/ Paige Maire
	Name: Paige Maire
	Title: Managing Director
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Chandru M. Harjani
	Name: Chandru M. Harjani
	Title: Director
GOLDMAN, SACHS & CO.
By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)
J.P. MORGAN SECURITIES LLC
By:	/s/ Stephen L. Sheiner
	Name: Stephen L. Sheiner
	Title: Executive Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Brendan Hanley
	Name: Brendan Hanley
	Title: Managing Director

SCHEDULE I

Underwriter	Number of Shares of Preferred Stock
Barclays Capital Inc.	4,500
Citigroup Global Markets Inc.	4,500
Goldman, Sachs & Co.	4,500
J.P. Morgan Securities LLC	4,500
Merrill Lynch, Pierce, Fenner & Smith                     Incorporated	4,500
Total	22,500

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SCHEDULE II

List of All Permitted Free Writing Prospectuses

          Term Sheet dated June 7, 2012, attached hereto as Schedule III

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Schedule III

Filed Pursuant to Rule 433
Registration Statement No. 333-178262
June 7, 2012

General Electric Capital Corporation

Pricing Term Sheet

Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A

Issuer:	General Electric Capital Corporation (“GECC”)
Security:	Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value (“Series A Preferred Stock”)
Expected Issue Ratings*:	[Intentionally Omitted]
Size:	$2,250,000,000 (22,500 shares)
Authorized Shares:	22,500 shares of Series A Preferred Stock
Liquidation Preference:	$100,000 per share
Term:	Perpetual, subject to optional redemption by GECC on or after June 15, 2022, as described below
Dividend Rate (Non-Cumulative):	From the date of issuance to, but excluding, June 15, 2022, 7.125% per annum and from and including June 15, 2022, three-month LIBOR plus a spread of 5.296%
Dividend Payment Dates:	Semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2012 and ending on June 15, 2022 and, thereafter, quarterly, in arrears, on March 15, June 15, September 15, and December 15 of each year, beginning on September 15, 2022
Day Count:	From the date of issuance to, but excluding, June 15, 2022, 30/360 Following Unadjusted and from and including June 15, 2022, Actual/360 Modified Following Adjusted
Trade Date:	June 7, 2012
Settlement Date:	June 12, 2012
Optional Redemption:	GECC may redeem the Series A Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after June 15, 2022 at a redemption price equal to $100,000 per share, plus any declared and unpaid dividends to but not including the redemption date, or (ii) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment Event (as defined and subject to the limitations described in the Preliminary Prospectus Supplement dated June 7, 2012), at a redemption price equal to $100,000 per share, plus any declared and unpaid dividends to but not including the redemption date.
Public Offering Price:	$100,000 per share
Underwriting Commission:	$1,000 per share
Net Proceeds to Issuer after Deducting Underwriting Commissions but before Offering Expenses:	$2,227,500,000

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Joint Book-Running Managers:	Barclays Capital Inc. Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith                     Incorporated
Listing:	The Preferred Stock will not be listed for trading on any stock exchange or available for quoting on any national quotation system.
CUSIP/ISIN:	369622SN6 / US369622SN67

*Note: A securities rating is not a recommendation to buy, sell or hold securities, and may be subject to change or withdrawal at any time.

GECC has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for this offering in that registration statement, and other documents GECC has filed with the SEC for more complete information about GECC and this offering. You may get these documents for free by visiting EDGAR at the SEC website at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from by calling Barclays Capital Inc. toll-free at 1-888-603-5847, Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Goldman, Sachs & Co. toll-free at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322.

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EXHIBIT A

GENERAL ELECTRIC CAPITAL CORPORATION
Executive Officer’s Certificate

                    I, ___________________, ______________ of General Electric Capital Corporation, a Delaware corporation, (the “Company”), DO HEREBY CERTIFY pursuant to Section 6(b) of the Underwriting Agreement dated as of June 7, 2012 (the “Underwriting Agreement”), between the Company and the Underwriters named therein, relating to the Preferred Stock that:

1.	The representations and warranties of the Company contained in Section 1 of the Underwriting Agreement are true and correct on and as of the date hereof, as if made on and as of such date and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the date hereof;
2.	No stop order suspending the effectiveness of the Registration Statement is in effect, and, to the best of my knowledge, no proceedings for such purpose are pending before or threatened by the Securities and Exchange Commission; and
3.	There has been no material adverse change in the condition of the Company and its consolidated affiliates, taken as a whole, from that set forth in the Pricing Disclosure Material (excluding any amendments or supplements to the Pricing Disclosure Material since the Pricing Effective Time, if any) and the Prospectus (excluding any amendments or supplements to the Prospectus since the Pricing Effective Time, if any).

                    Capitalized terms used in this certificate have the meanings ascribed to them in the Underwriting Agreement.

                    IN WITNESS WHEREOF, I have signed this certificate as of this ___ day of                    , 2012.

Name:

Title:

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS
OF THE
FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES A
($100,000 liquidation preference per share)
(par value $0.01 per share)

OF

GENERAL ELECTRIC CAPITAL CORPORATION

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

          The General Electric Capital Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, does hereby certify:

          The Securities and Borrowing Committee of the Board of Directors of the Corporation, in accordance with the resolutions of the Board of Directors of the Corporation dated March 15, 2012 and May 15, 2012, the Restated Certificate of Incorporation of the Corporation and applicable law, adopted the following resolution on June 7, 2012, creating a series of 22,500 shares of preferred stock, par value $0.01 per share, of the Corporation designated as “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A”:

          RESOLVED, that pursuant to the authority granted to and vested in the Securities and Borrowing Committee of the Board of Directors of General Electric Capital Corporation (the “Corporation”), by the Board of Directors of the Corporation at meetings held on March 15, 2012 and May 15, 2012, the Restated Certificate of Incorporation of the Corporation, the Bylaws of the Corporation and applicable law, a series of preferred stock, par value $0.01 per share, of the Corporation be, and hereby is, created and designated as the “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A” and the Securities and Borrowing Committee hereby fixes and determines the number of shares, the designations, voting power and the preferences and relative, participations, optional or special rights, and the qualifications, limitations and restrictions thereof, of the shares of such series as set forth below:

RIGHTS AND PREFERENCES

          Section 1. Designation. A series of preferred stock designated the “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A” (hereinafter called “Series A Preferred Stock”) is established and the authorized number of shares that shall constitute such series is 22,500 shares, $0.01 par value per share and having a liquidation preference of $100,000 per share. Such number of shares may be increased or decreased by resolution of the Board of Directors (or a duly authorized committee thereof); provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation. The “original issue date” of the shares of Series A Preferred Stock shall be the first date that shares of Series A Preferred Stock are issued. Shares of outstanding Series A Preferred Stock that are redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of preferred stock undesignated as to series.

          Section 2. Ranking. The shares of Series A Preferred Stock shall rank:

          (a) senior, with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, to the common stock and to any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks junior to the Series A Preferred Stock with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up of the Corporation, as the case may be (collectively, such common and such other capital stock, “Junior Securities”); and

          (b) on a parity, with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, with any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks junior to the Series A Preferred Stock with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up of the Corporation, as the case may be (collectively, such other capital stock, “Parity Securities”).

          The Corporation may authorize and issue additional shares of Junior Securities and Parity Securities without the consent of the holders of the Series A Preferred Stock. The Corporation may not issue any class or series of capital stock of the Corporation that, by its terms, expressly provides that it ranks senior to the Series A Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of the Corporation, as the case may be.

          Section 3. Dividends. (a) Holders of Series A Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, out of assets legally available for the payment of dividends, non-cumulative cash dividends based on the liquidation preference of the Series A Preferred Stock at a rate equal to (1) 7.125% per annum for each semi-annual Series A Dividend Period from the original issue date of the Series A Preferred Stock to, but excluding, June 15, 2022 (the “Fixed Rate Period”), and (2) three-month LIBOR plus a spread of 5.296% per annum, for each quarterly Series A Dividend Period from June 15, 2022 to, but not including, the redemption date of the Series A Preferred Stock, if any (the “Floating Rate Period”). In the event the Corporation issues additional shares of the Series A Preferred Stock after the original issue date, any dividends on such additional shares shall accrue from the issue date of such additional shares.

          References to the “accrual” (or similar terms) of dividends in this Certificate of Designations refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

          (b) When, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, dividends will be payable on the Series A Preferred Stock on the following dates (each such date, a “Series A Dividend Payment Date”): during the Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2012 and ending on June 15, 2022; and during the Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2022. In the event that any Series A Dividend Payment Date during the Fixed Rate Period on which dividends would otherwise be payable is not a Business Day, the Series A Dividend Payment Date will be postponed to the next day that is a Business Day, without any adjustment to the dividend amount. In the event that any

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Series A Dividend Payment Date during the Floating Rate Period on which dividends would otherwise be payable is not a Business Day, the Series A Dividend Payment Date will be postponed to the next day that is a Business Day and dividends will accrue to, but excluding, the date dividends are paid. However, if the postponement would cause the Series A Dividend Payment Date to fall in the next calendar month during the Floating Rate Period, the Series A Dividend Payment Date will instead be brought forward to the immediately preceding Business Day. A “Business Day” means any weekday that is not a legal holiday in New York, New York and that is not a day on which banking institutions in New York, New York are authorized or required by law or regulation to be closed. 

          (c) Dividends will be payable to holders of record of Series A Preferred Stock as they appear on the Corporation’s stock register on the applicable record date, which shall be the 15th calendar day before the applicable Series A Dividend Payment Date, or such other record date, no earlier than 30 calendar days before the applicable Series A Dividend Payment Date, as shall be fixed by the Board of Directors or a duly authorized committee of the Board of Directors.

          (d) A “Series A Dividend Period” is the period from and including a Series A Dividend Payment Date to, but excluding, the next Series A Dividend Payment Date (without giving effect during the Fixed Rate Period to any adjustment of the Series A Dividend Payment Date because any such date is not a Business Day), except that the initial Series A Dividend Period during the Fixed Rate Period will commence on and include the original issue date of Series A Preferred Stock. Dividends payable on Series A Preferred Stock for the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the Series A Preferred Stock for the Floating Rate Period will be computed based on the actual number of days in a Series A Dividend Period and a 360-day year. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the Series A Preferred Stock will cease to accrue on the redemption date, if any, unless the Corporation defaults in the redemption (which would include a default in the payment of the redemption price) of the shares of Series A Preferred Stock called for redemption.

          (e) The dividend rate for each Series A Dividend Period in the Floating Rate Period will be determined by the calculation agent using three-month LIBOR as in effect on the second London banking day prior to the beginning of the Series A Dividend Period, which date is the “dividend determination date” for the Series A Dividend Period. The calculation agent then will add the spread of 5.296% per annum to the three-month LIBOR as determined on the dividend determination date. Absent manifest error, the calculation agent’s determination of the dividend rate for a Series A Dividend Period for the Series A Preferred Stock will be binding and conclusive on holders of Series A Preferred Stock, the transfer agent and the Corporation. The calculation agent will notify the Corporation of each determination of the dividend rate and will make the dividend rate available to any stockholder upon request. A “London banking day” is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

          The “calculation agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series A Preferred Stock is outstanding, a person or entity appointed and serving as such agent. The calculation agent may be a person or entity affiliated with the Corporation.

          The term “three-month LIBOR” means the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that

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rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on the relevant dividend determination date. If no offered rate appears on Reuters screen page “LIBOR01” on the relevant dividend determination date at approximately 11:00 a.m., London time, then the calculation agent, after consultation with the Corporation, will select four major banks (which may include affiliates of the underwriters of the Series A Preferred Stock) in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, three-month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. Otherwise, the calculation agent, after consultation with the Corporation, will select three major banks (which may include affiliates of the underwriters of the Series A Preferred Stock) in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the dividend determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable Series A Dividend Period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, three-month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest ..00001 of 1%) of the quotations provided. Otherwise, three-month LIBOR for the next Series A Dividend Period will be equal to three-month LIBOR in effect for the then-current Series A Dividend Period.

          (f) Dividends on the Series A Preferred Stock will not be cumulative and will not be mandatory. If the Board of Directors of the Corporation or a duly authorized committee of the Board of Directors does not declare a dividend on the Series A Preferred Stock in respect of a Series A Dividend Period, then no dividend shall be deemed to have accrued for such Series A Dividend Period, be payable on the applicable Series A Dividend Payment Date or be cumulative, and the Corporation will have no obligation to pay any dividend for that Series A Dividend Period, whether or not the Board of Directors of the Corporation or a duly authorized committee of the Board of Directors declares a dividend for any future Series A Dividend Period on the Series A Preferred Stock or any other series of the Corporation’s preferred stock or the Corporation’s common stock.

          (g) While the Series A Preferred Stock remains outstanding, unless, in each case, the full dividends for the preceding Series A Dividend Period on all outstanding shares of Series A Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside:

                    (1) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Securities (other than (i) a dividend payable solely in Junior Securities or (ii) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption, repurchase or exchange of any rights under any such plan);

                    (2) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation) (other than (i) as a result of a reclassification of Junior Securities for or into other Junior Securities, (ii) the exchange or conversion of one share of Junior Securities for or into another share of Junior Securities, (iii) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities, (iv) purchases, redemptions or other

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acquisitions of shares of Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (v) purchases of shares of Junior Securities pursuant to a contractually binding requirement to buy Junior Securities existing prior to the preceding Series A Dividend Period, including under a contractually binding stock repurchase plan, or (vi) the purchase of fractional interests in shares of Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged); and

                    (3) no shares of Parity Securities shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (i) pursuant to offers to purchase all, or a pro rata portion, of the Series A Preferred Stock and such Parity Securities; (ii) by conversion into or exchange for Junior Securities; (iii) as a result of a reclassification of Parity Securities for or into other Parity Securities; (iv) through the use of the proceeds of a substantially contemporaneous sale of other shares of Parity Securities; (v) purchases, redemptions or other acquisitions of shares of the Parity Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; or (vi) the purchase of fractional interests in shares of Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged).

          For the avoidance of doubt, nothing in this paragraph (g) shall limit the Corporation from taking any of the actions set forth in this paragraph (g) after the original issue date of the Series A Preferred Stock and prior to the first Series A Dividend Payment Date.

          (h) When dividends are not paid in full upon the shares of Series A Preferred Stock and any Parity Securities, all dividends declared upon shares of Series A Preferred Stock and any Parity Securities will be declared on a proportional basis so that the ratio of dividends to be declared on the Series A Preferred Stock for the then-current Series A Dividend Period to dividends to be declared on any Parity Securities is the same as the ratio of accrued but undeclared dividends on the Series A Preferred Stock for the then-current Series A Dividend Period to accrued but undeclared dividends, including any accumulations in the case of Parity Securities that accrue cumulative dividends, on any Parity Securities.

          (i) Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board of Directors of the Corporation or a duly authorized committee of the Board of Directors, may be declared and paid on the Corporation’s Junior Securities and the Corporation’s Parity Securities from time to time out of any assets legally available for such payment, and the holders of Series A Preferred Stock shall not be entitled to participate in any such dividend.

          Section 4. Liquidation. (a) Upon any liquidation, dissolution or winding up of the business and affairs of the Corporation, either voluntarily or involuntarily, holders of Series A Preferred Stock are entitled to receive a liquidating distribution of $100,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, out of assets of the Corporation available for distribution to stockholders before the Corporation makes any distribution of assets to the holders of the Corporation’s Junior Securities. Distributions will be made only to the extent of the Corporation’s assets that are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series A Preferred Stock and pro rata as to the Series A Preferred Stock and any other shares of the Corporation’s stock ranking equally as to such distribution. Holders of Series A Preferred

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Stock will not be entitled to any other amounts from the Corporation after they have received their full liquidating distribution.

          (b) In any such distribution, if the assets of the Corporation are not sufficient to pay the liquidation preferences plus declared and unpaid dividends in full to all holders of Series A Preferred Stock and all holders of any Parity Securities, the amounts paid to the holders of Series A Preferred Stock and any Parity Securities will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of Series A Preferred Stock and any Parity Securities, the holders of the Corporation’s Junior Securities shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

          (c) For purposes of this section, the merger or consolidation of the Corporation with any other entity, including a merger or consolidation in which the holders of Series A Preferred Stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of the assets of the Corporation for cash, securities or other property, shall not constitute a liquidation, dissolution or winding up of the business and affairs of the Corporation.

          Section 5. Redemption. (a) The Series A Preferred Stock is perpetual and has no maturity date. The Series A Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. The Corporation may redeem, out of lawfully available funds, the Series A Preferred Stock at the option of the Corporation, in whole or in part, from time to time, on any Series A Dividend Payment Date on or after June 15, 2022, at a redemption price equal to $100,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Notwithstanding the foregoing, at the option of the Corporation at any time within 90 days following a Regulatory Capital Treatment Event, the Corporation may redeem all (but not less than all) of the shares of the Series A Preferred Stock at the time outstanding, at a redemption price equal to $100,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, on the shares of Series A Preferred Stock called for redemption up to but not including the redemption date, upon notice given as provided in Subsection (b) below.

          A “Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of Series A Preferred Stock; (ii) any proposed amendment to, or change in, those laws or regulations that is announced after the initial issuance of any share of Series A Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of Series A Preferred Stock, such that, in any such case, there is more than an insubstantial risk that the (a) full liquidation preference of the shares of Series A Preferred Stock outstanding from time to time would not qualify as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the Federal Reserve Board (or other appropriate successor federal banking agency), as in effect from time to time, or (b) Corporation would not be able to utilize the full liquidation value of the shares of Series A Preferred Stock then outstanding in satisfaction of capital adequacy requirements of the Federal Reserve Board (or other appropriate successor federal banking agency) to which the Corporation is subject, in either case, for as long as any share of Series A Preferred Stock is outstanding. Dividends will cease to accrue on those shares on the redemption date.

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          (b) If shares of Series A Preferred Stock are to be redeemed, the notice of redemption shall be given by first class mail to the holders of record of Series A Preferred Stock to be redeemed, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption thereof (provided that, if the shares of Series A Preferred Stock are held in book-entry form through The Depository Trust Company, or “DTC”, the Corporation may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth: (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by the holder are to be redeemed, the number of shares of Series A Preferred Stock to be redeemed from the holder; (iii) the redemption price; (iv) the place or places where the certificates evidencing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date. If notice of redemption of any shares of Series A Preferred Stock has been duly given and if the funds necessary for such redemption have been irrevocably set aside by the Corporation for the benefit of the holders of any shares of Series A Preferred Stock so called for redemption, then, on and after the redemption date, dividends will cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any declared and unpaid dividends without accumulation of any undeclared dividends.

          (c) In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata, by lot or in such other manner as the Corporation may determine to be equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of the Series A Preferred Stock shall be redeemed from time to time.

          (d) The holders of Series A Preferred Stock do not have the right to require the redemption or purchase by the Corporation of the Series A Preferred Stock.

          (e) Any redemption or purchase of the Series A Preferred Stock by the Corporation is subject to the Corporation’s receipt of any required prior approval from the Federal Reserve Board and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Federal Reserve Board applicable to redemption or purchase by the Corporation of the Series A Preferred Stock.

          Section 6. Voting Rights. (a) Except as provided below or as expressly required by law, the holders of shares of Series A Preferred Stock shall have no voting power, and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock, and shall not be entitled to call a meeting of such holders for any purpose, nor shall they be entitled to participate in any meeting of the holders of the Corporation’s common stock.

          (b) Each share of the Series A Preferred Stock will have one vote whenever it is entitled to voting rights. If the Corporation redeems or calls for redemption all outstanding shares of Series A Preferred Stock and irrevocably deposits in trust sufficient funds to effect such redemption, the shares of the Series A Preferred Stock will not be deemed outstanding for the purpose of voting and the voting provisions with respect to the Series A Preferred Stock shall not apply.

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          (c) If the Corporation fails to pay, or declare and set apart for payment, dividends on outstanding shares of the Series A Preferred Stock or any other series of preferred stock upon which equivalent voting rights have been conferred for three semi-annual or six quarterly Series A Dividend Periods, whether or not consecutive, the number of directors shall automatically be increased by two at the Corporation’s first annual meeting of the stockholders held thereafter, and shall remain increased until continuous noncumulative dividends for at least one year on all outstanding shares of Series A Preferred Stock and any other series of preferred stock upon which equivalent voting rights have been conferred shall have been paid, or declared and set apart for payment, in full. At such annual meeting, the holders of the Series A Preferred Stock and all series of other preferred stock upon which equivalent voting rights have been conferred, shall have the right, voting as a class, to elect such two additional members of the Board of Directors to hold office for a term of one year. Upon the payments, or the declarations and setting apart for payments, in full, of continuous noncumulative dividends for at least one year on all outstanding Series A Preferred Stock and any other series of preferred stock upon which equivalent voting rights have been conferred, the terms of the two additional directors so elected shall forthwith terminate, and the number of directors shall automatically be reduced by two, and such voting right of the holders of shares of the Series A Preferred Stock and such other series of preferred stock upon which equivalent voting rights have been conferred shall cease, subject to increase in the number of directors as described above and to revesting of such voting right in the event of each and every additional failure in the payment of dividends for three semi-annual or six quarterly Series A Dividend Periods, whether or not consecutive, as described above.

          The holders of shares of Series A Preferred Stock, together with holders of shares of other preferred stock entitled to elect members of the Board of Directors, voting together as a class, may remove and replace (without cause) either of the members of the Board of Directors they elected. If the office of either such member of the Board of Directors becomes vacant for any reason other than removal, the remaining member of the Board of Directors may choose a successor who will hold office for the unexpired term of the vacant office.

          (d) For purposes of the voting rights provided under Section 242(b)(2) of the Delaware General Corporation Law, the granting of additional voting rights to holders of the Series A Preferred Stock shall be deemed to not adversely affect the powers, preferences or special rights of the holders of shares of the Series A Preferred Stock and shall be permitted without the consent or vote of any such holders.

          Section 7. Conversion Rights. The Series A Preferred Stock will not be convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Corporation.

          Section 8. Preemptive Rights. The holders of shares of Series A Preferred Stock will have no preemptive rights with respect to any shares of the Corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

          Section 9. Purchase. The Corporation may purchase and sell Series A Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation (or any duly authorized committee of the Board of Directors of the Corporation) may determine.

          Section 10. Certificates. Except as otherwise expressly provided below, the Series A Preferred Stock shall be issued solely in the form of one or more permanent global stock certificates (each a “Global Certificate”) registered in the name of the Depositary or a nominee

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thereof and delivered to such Depositary or nominee thereof or custodian therefor. No Global Certificate may be exchanged in whole or in part for certificates registered, and no transfer of a Global Certificate in whole or in part may be registered, in the name of any person other than the Depositary for such Global Certificate or a nominee thereof unless (A) such Depositary (i) has notified the Corporation that it is unwilling or unable to continue its services as Depositary for such Global Certificate and no successor Depositary has been appointed within 90 days after such notice or (ii) ceases to be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) when the Depositary is required to be so registered to act as the depositary and so notifies the Corporation, and no successor Depositary has been appointed within 90 days after such notice or the Corporation becoming aware that the Depositary is no longer so registered or (B) the Corporation determines at any time that the Series A Preferred Stock shall no longer be represented by Global Certificates and shall inform such Depositary of such determination. In the event of the occurrence of any of the events specified in the preceding sentence, the Corporation will promptly make available to the transfer agent a reasonable supply of certificates for the Series A Preferred Stock in definitive, fully registered form.

For purposes of the foregoing, “Depositary” means a “clearing agency” registered under Section 17A of the Exchange Act that is designated by the Corporation to act as depositary for the Series A Preferred Stock.

Global Certificates may include legends in substantially the following form and/or such other notations, legends or endorsements required by law, stock exchange rules, the Depositary or agreements to which the Corporation is subject:

“THIS STOCK CERTIFICATE IS A PERMANENT GLOBAL STOCK CERTIFICATE WITHIN THE MEANING OF THE CERTIFICATE OF DESIGNATIONS AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS CERTIFICATE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE CERTIFICATE OF DESIGNATIONS AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned, being duly authorized thereto, does hereby affirm, under penalties of perjury, that this certificate is the act and deed of the Corporation and that the facts herein stated are true, and accordingly has hereunto set his hand this 8th day of June, 2012.

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Kathryn A. Cassidy
Name:	Kathryn A. Cassidy
Title:	Senior Vice President, Corporate Treasury and Global Funding Operation

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EX-4.1

Exhibit 4.1

FORM OF
FIXED-TO-FLOATING RATE NON-CUMULATIVE
PERPETUAL PREFERRED STOCK, SERIES A

FACE OF SECURITY

THIS STOCK CERTIFICATE IS A PERMANENT GLOBAL STOCK CERTIFICATE WITHIN THE MEANING OF THE CERTIFICATE OF DESIGNATIONS AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS CERTIFICATE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE CERTIFICATE OF DESIGNATIONS AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Certificate Number__________	Number of Shares of Series A Preferred Stock__________
	CUSIP NO.: __________

GENERAL ELECTRIC CAPITAL CORPORATION

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A
(par value $0.01 per share)
(liquidation preference $100,000 per share)

          General Electric Capital Corporation, a Delaware corporation (the “Company”), hereby certifies that              (the “Holder”) is the registered owner of              fully paid and non-assessable shares of the Company’s designated Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, with a par value of $0.01 per share and a liquidation preference of $100,000 per share (the “Series A Preferred Stock”). The shares of Series A Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series A Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations, Powers, Preferences and Rights, dated June 8, 2012 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

          Reference is hereby made to select provisions of the Series A Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth herein.

          Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

          Unless the Registrar has properly countersigned, these shares of Series A Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this ___ day of _____________, _______.

GENERAL ELECTRIC CAPITAL CORPORATION

By:

Name:

Title:

By:

Name:

Title:

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REGISTRAR’S COUNTERSIGNATURE

          These are shares of Series A Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE SHAREOWNER SERVICES LLC, as Registrar

By:

Name:

Title:

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REVERSE OF CERTIFICATE

          Dividends on each share of Series A Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

          The shares of Series A Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

          The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series A Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)
and irrevocably appoints:

as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee: 

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

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EX-5.1

Exhibit 5.1

June 12, 2012

General Electric Capital Corporation
901 Main Avenue
Norwalk, CT 06851-1168

Re: General Electric Capital Corporation
Registration Statement on Form S-3

Ladies and Gentlemen:

          This opinion is furnished in connection with the preparation and filing by General Electric Capital Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission of a Prospectus Supplement (the “Prospectus Supplement”) to a Registration Statement on Form S-3 (No. 333-178262) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act of 22,500 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, liquidation preference $100,000 per share (the “Preferred Stock”).

          I have examined originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such documents as I have deemed relevant and necessary as the basis for the opinions set forth below. In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies.

          Based upon and subject to the foregoing and in reliance thereon, I am of the opinion that the shares of the Preferred Stock are validly issued, fully paid and non-assessable.

          This opinion is given as of the date hereof and is limited to the Federal laws of the United States and the Delaware General Corporation Law in effect on the date hereof.

          I consent to the incorporation by reference of this opinion into to the Registration Statement, and further consent to the use of my name under the caption “Legal Matters” in the Prospectus Supplement.

Very truly yours,

/s/ Alan M. Green

Alan M. Green