S-3ASR

As filed with the Securities and Exchange Commission on November 6, 2012

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

General Electric Capital Corporation

(Exact name of registrant as specified in its charter)

Delaware	13-1500700
(State of incorporation)	(IRS Employer Identification No.)

901 Main Avenue, Norwalk, CT 06851-1168
(Telephone: (203) 840-6300)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Fred A. Robustelli, Esq.
Associate General Counsel – Treasury
201 High Ridge Road
Stamford, Connecticut 06927
(203) 961-5322
((Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

William L. Tolbert, Jr., Esq.
Tobias L. Knapp, Esq.
Jenner & Block LLP
919 Third Avenue
New York, NY 10022
(212) 891-1600

          Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions

          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

          If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b), check the following box. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered/ Proposed Maximum Offering Price per Unit/ Proposed Maximum Offering Price/ Amount of Registration Fee	Amount of Registration Fee
Fixed Rate Notes	$3,000,000,000(1)	$409,200

(1) Includes $60,000,000 as the amount of Fixed Rate Notes that may be issued in upon automatic investment of interest on the Fixed Rate Notes in accordance with the terms thereof.

PROSPECTUS

GENERAL ELECTRIC CAPITAL CORPORATION

FIXED RATE NOTES

          General Electric Capital Corporation may offer from time to time fixed rate notes (the “Notes”).

          We will provide specific terms of these securities in supplements to this prospectus. The securities may be offered separately or together in any combination and as separate series. You should read this prospectus and any prospectus supplement carefully before you invest.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

          We may sell these securities on a continuous or delayed basis directly to purchasers, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts.

RISK FACTORS

          Investing in our securities involves risks. You should carefully consider the risks described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 (which descriptions are incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus or in any prospectus supplement hereto before making a decision to invest in our securities. See “Where You Can Get More Information On GE Capital” below.

          References in this prospectus to “GE Capital,” “GECC,” “we”, “us” and “our” are to General Electric Capital Corporation.

The date of this prospectus is November 6, 2012

TABLE OF CONTENTS

RISK FACTORS	Cover
ABOUT THIS PROSPECTUS	1
WHERE YOU CAN GET MORE INFORMATION ON GE CAPITAL	1
FORWARD-LOOKING STATEMENTS	2
THE COMPANY	2
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES	3
USE OF PROCEEDS	3
CERTAIN TERMS OF THE NOTES	3
PLAN OF DISTRIBUTION	6
LEGAL OPINION	6
EXPERTS	7

ABOUT THIS PROSPECTUS

          This prospectus is part of a “shelf” registration statement that we have filed with the Securities and Exchange Commission (the “SEC”). By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, the securities described in this prospectus. For further information about our business and the securities, you should refer to the registration statement and its exhibits. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Get More Information on GE Capital.”

          This prospectus only provides you with a general description of the securities we may offer. Each time we sell securities, we will file with the SEC a prospectus supplement that contains specific information about the terms of those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Get More Information on GE Capital.”

          You should rely on only the information incorporated by reference or provided in this prospectus and any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus or a prospectus supplement is accurate as of any date other than their respective dates.

WHERE YOU CAN GET MORE INFORMATION ON GE CAPITAL

          GE Capital files annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public from the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington D.C. located at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of our SEC filings are available at http://www.ge.com/secreports. Information about us is also available at http://www.gecapital.com. The information on, or linked to through, our website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.

          The SEC allows us to “incorporate by reference” into this prospectus the information in other documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus the documents listed below and any future filings that we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering under this prospectus; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules:

          (i) GE Capital’s Annual Report on Form 10-K for the year ended December 31, 2011;

          (ii) GE Capital’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012; and

          (ii) GE Capital’s Current Reports on Form 8-K filed on January 20, 2012, February 22, 2012, April 6, 2012, April 20, 2012, May 4, 2012, May 16, 2012 and June 12, 2012, July 20, 2012, July 27, 2012 and October 19, 2012.

          You may request a copy of these filings at no cost. Requests should be directed to GE Capital Invest Direct, P.O. Box 534021, Pittsburgh, Pennsylvania 15253-4021, Telephone No. 1-800-433-4480.

1

FORWARD-LOOKING STATEMENTS

          Some of the information included or incorporated by reference into this prospectus contains “forward-looking statements”—that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:

• current economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets;

• potential market disruptions or other impacts arising in the United States or Europe from developments in the European sovereign debt situation;

• the impact of conditions in the financial and credit markets on the availability and cost of our funding and on our ability to reduce our asset levels as planned;

• the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults;

• changes in Japanese consumer behavior that may affect our estimates of liability for excess interest refund claims (GE Money Japan);

• pending and future mortgage securitization claims and litigation in connection with WMC, which may affect our estimates of liability, including possible loss estimates;

• our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so;

• our ability to pay dividends at the planned level;

• the level of demand and financial performance of the major industries we serve, including, without limitation, air transportation, real estate and healthcare;

• the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation;

• strategic actions, including acquisitions, joint ventures and dispositions and our success in completing announced transactions and integrating acquired businesses;

• the impact of potential information technology or data security breaches; and

• numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature.

These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. Accordingly, we caution you against relying on forward-looking statements. We do not undertake to update our forward-looking statements.

          We provide greater detail regarding some of these factors in our annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC and available on the SEC’s website at www.sec.gov, including the “Risk Factors” section of that report, as such discussions may be amended or supplemented in other reports filed by us with the SEC and elsewhere in this prospectus and any accompanying prospectus supplement. Our forward-looking statements may also be subject to other risks and uncertainties, including those discussed elsewhere in this prospectus and any accompanying prospectus supplement or in our other filings with the SEC.

THE COMPANY

          General Electric Capital Corporation (“GECC”) was incorporated in 1943 in the State of New York under the provisions of the New York Banking Law relating to investment companies, as successor to General Electric Contracts Corporation, which was formed in 1932. Until November 1987, our name was General Electric Credit Corporation. On July 2, 2001, we changed our state of incorporation to Delaware. As of December 31, 2011, all of our outstanding common stock was owned by General Electric Capital Services, Inc. (“GECS”), formerly General Electric Financial Services, Inc., the common stock of which was in turn wholly-owned by General Electric Company (“GE”). Financing and services offered by GECC are diversified, a significant change from the original

2

business of GECC, which was financing distribution and sale of consumer and other GE products. Currently, GE manufactures few of the products financed by GECC.

          On February 22, 2012, our former parent, GECS, was merged with and into GECC. The merger simplified GE’s financial services’ corporate structure by consolidating financial services entities and assets within its organization and simplifying SEC and regulatory reporting. Upon the merger, GECC became the surviving corporation and assumed all of GECS’ rights and obligations and became wholly-owned directly by GE. GECC’s continuing operations now include the run-off insurance operations previously held and managed in GECS. References to GECS or GECC in this prospectus prior to February 22, 2012 relate to the entities as they existed prior to that date and do not reflect the February 22, 2012 merger.

          GECC operates in five segments: Commercial Lending and Leasing, Consumer, Real Estate, Energy Financial Services and GE Capital Aviation Services. These operations are subject to a variety of regulatory regimes in their respective jurisdictions. Our operations are located in North America, South America, Europe, Australia and Asia.

          GECC’s principal executive offices are located at 901 Main Avenue, Norwalk, Connecticut 06851-1168, and its telephone number is (203) 840-6300. At December 31, 2011, GECC’s employment totaled approximately 52,000.

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

	Year ended December 31,
Nine months ended
September 30, 2012	2011**	2010**	2009**	2008**	2007**
1.61***	1.52x	1.13x	0.83x	1.26x	1.62x

*	For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of earnings before income taxes, noncontrolling interest, discontinued operations and undistributed earnings of equity investees. Fixed charges consist of interest on all indebtedness and one-third of rentals, which we believe is representative of the interest factor of such rentals.
**	The ratio of earnings to fixed charges for the years ended December 31, 2011, 2010, 2009, 2008 and 2007, respectively, do not reflect the February 22, 2012 merger of GECS with and into GECC.
***	The ratio of earnings to fixed charges for the nine months ended September 30, 2012 reflects the February 22, 2012 merger of GECS with and into GECC from that date.

USE OF PROCEEDS

          Net proceeds from the sale of the Notes will be used for general corporate purposes.

CERTAIN TERMS OF THE NOTES

General

          The description below of the general terms of the Notes issued under this prospectus will be supplemented by the more specific terms in the applicable prospectus supplement. Specific terms of the Notes may also be contained in a written communication from us or our agents.

Indenture

          Unless otherwise provided in a prospectus supplement to this prospectus, the Notes will be issued according to the Indenture, dated as of November 5, 2012, between GE Capital and The Bank of New York Mellon, as Trustee. The statements under this heading are subject to the detailed provisions of the Indenture, a copy of which is an exhibit to the Registration Statement filed with the SEC covering the offering of Notes. Wherever particular provisions of the Indenture or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made and the statements are qualified in their entirety by such reference.

Agent Bank and Servicing Agent

          We have engaged The Bank of New York Mellon as a servicing agent to perform recordkeeping, investor servicing and other services in connection with the Notes and as an agent bank to process funds receipts and disbursements and related services. For these services, we pay The Bank of New York Mellon an administrative fee. In such roles, we refer The Bank of New York Mellon or any successor agents, as the “Servicing Agent” and/or

3

“Agent Bank,” as applicable, in this prospectus. In the future, we may engage a different Servicing Agent and/or Agent Bank to perform such services in connection with the Notes. We would expect to pay administrative fees to any successor agent we engage.

Interest

          The interest rate for any Notes, as well as the method for calculating interest amounts, and the method or methods by which interest shall be paid on the Notes, will be described in the applicable prospectus supplement or pricing supplement.

Ranking

          The Notes are unsecured and rank equally and ratably with all other unsecured and unsubordinated indebtedness of GE Capital. GE Capital had outstanding indebtedness of approximately $331.8 billion as of September 30, 2012, excluding subordinated notes and debentures payable after one year. Neither the Indenture, nor any other instrument to which GE Capital is a party, limits the principal amount of the Notes or any other indebtedness of GE Capital that may be issued. The Notes will not be subject to any sinking fund. The Notes will be issued in uncertificated form and you will not receive any certificate or other instrument evidencing the Notes other than the confirmation of your initial investment. All funds invested in Notes, together with interest accrued thereon, and redemptions, if any, will be recorded on a register maintained by the Servicing Agent.

Modification of the Indenture

The Indenture permits us and the trustee for the Notes, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the Notes at the time outstanding:

• to add any provisions to or change in any manner or eliminate any of the provisions of the Indenture; or

• to modify in any manner the rights of the holders of Notes.

However, the Indenture provides that unless each holder of affected Notes agrees, we cannot:

• reduce the principal amount of any outstanding Note;

• change the stated maturity of the principal of, or any installment of principal of or interest on, any outstanding Note; or

• reduce the 66 2/3 percentage of the aggregate principal amount of Notes needed to make additions or modifications.

In addition, the Indenture also provides that we can amend the Indenture without notifying any holders or seeking their consent to:

• evidence the succession of another corporation to GE Capital, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of GE Capital under the Indenture;

• establish the terms of any series of Notes;

• amend, in a manner that will not adversely affect the interests of holders of outstanding Notes of a series, the price or prices at which, period or periods within which or terms and conditions upon which each series of Notes may be redeemed in whole or in part at the option of the holder;

• cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any supplemental indenture which may be defective or inconsistent with any other provision contained in the Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under the Indenture which shall not adversely affect the interests of the holders of the outstanding Notes; or

• evidence and provide for the acceptance of appointment hereunder by a successor trustee

4

Events of Default

An event of default with respect to the Notes is defined in the Indenture as being:

• default for 20 days in payment of any principal or interest on any Note which is not due to administrative error. An administrative error shall not be considered an event of default unless such error shall have continued uncorrected for a period of 30 days after written notice to the Servicing Agent and the trustee for the Notes (with a copy to GE Capital). The trustee for the Notes will be the sole judge of whether an administrative error has been corrected;

• default for 60 days after written notice to GE Capital in the performance of any other covenant with respect to the Notes; or

• certain events of bankruptcy, insolvency or reorganization.

Each year, the Indenture requires us to file with the trustee for the Notes a written statement as to the presence or absence of certain defaults under the Indenture. The trustee for the Notes shall, within 90 days after the occurrence of a default in respect of the Notes, give to the holders thereof notice of all uncured and unwaived defaults known to it (the term default to mean the events specified above without grace periods). The trustee for the Notes shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the Notes except in the case of default in the payment of principal or interest on any of the Notes. The Indenture provides that during the continuance of an event of default, either the trustee for the Notes or the holders of 25% in aggregate principal amount of the outstanding Notes may declare the principal of all such Notes to be due and payable immediately. However, under certain conditions such declaration may be annulled by the holders of a majority in principal amount of such Notes then outstanding. The holders of a majority in principal amount of Notes then outstanding may also waive on behalf of all holders past defaults with respect to the Notes except, unless previously cured, a default in payment of principal of or interest on any of the Notes.

Concerning the Trustee

          The Bank of New York Mellon acts as Trustee under the Indenture and is currently acting as Servicing Agent and Agent Bank with regard to the Notes. We, GE and other affiliates of GE maintain various commercial and investment banking relationships with The Bank of New York Mellon and its affiliates in their ordinary course of business. The Bank of New York Mellon also acts as Trustee under certain other indentures with us. A number of our series of senior and subordinated unsecured notes are presently outstanding under indentures with The Bank of New York Mellon, and additional debt securities may be issued under any of such indentures. The Bank of New York Mellon also acts as trustee under an indenture and subordinated indenture with GE.

Termination, Suspension or Modification

          We expect that you will be able to invest in the Notes indefinitely, but we reserve the right at any time to suspend or terminate the Notes offering entirely, or from time to time to modify the procedures for investing in or redeeming the Notes. We also reserve the right to modify, suspend or terminate particular investment options and investment and redemption methods. Written notice of any material modification, suspension or termination will be provided to you at least fifteen calendar days prior to the effective date.

Limitation on Mergers and Sales of Assets

          The Indenture generally permits a consolidation or merger between us and another entity. It also permits the sale or transfer by us of all or substantially all of our assets. These transactions are permitted if:

• the resulting or acquiring entity, if other than us, expressly assumes all of our obligations under the applicable indenture including the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Notes outstanding under the Indenture; and

• immediately after the transaction, we or any successor company are not in default in the performance of any covenant or condition under the Indenture.

          Upon any consolidation, merger, or transfer of this kind, the resulting or acquiring entity will be substituted for us in the applicable indenture with the same effect as if it had been an original party to the Indenture. As a result,

5

the successor entity may exercise our rights and powers under the Indenture, and we will be released from further liabilities and obligations under Indenture and the Notes.

Restrictive Covenants

          We will describe any restrictive covenants for any series of Notes in the prospectus supplement. The Indenture does not contain any provisions that:

• limit our ability to incur indebtedness, or

• provide protection in the event GE, as sole stockholder of GECC, causes GECC to engage in a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

Governing Law

          The Indenture and the Notes are governed by, and construed in accordance with, the laws of the State of New York.

GE Capital Select Committee

          The GE Capital Select Committee consists of officers of GE Capital designated by our Board of Directors. The Committee has the full power and authority to amend procedures and options for investing in and redeeming the Notes as described above under “Termination, Suspension, or Modification.” The Committee may also interpret applicable provisions, adopt rules and regulations and make certain determinations regarding the Notes. The members of the Committee are our Senior Vice President–Corporate Treasury and Global Funding Operation and two of our Vice Presidents and Assistant Treasurers. Alternate members of the Committee may also serve from time to time. Members of the Committee receive no additional compensation for Committee services.

PLAN OF DISTRIBUTION

          The Notes are offered in the United States, on a continuing basis by GE Capital. GE Capital has designated GE Capital Markets, Inc., a broker-dealer registered with the SEC and a wholly-owned subsidiary of GE Capital, to act as agent on behalf of GE Capital in offering the Notes in certain jurisdictions. GE Capital Markets, Inc. may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We have agreed to indemnify the agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that they may be required to make in connection with such indemnification. We also may from time to time designate other agents through whom Notes may be offered.

          The Notes are being offered only to persons or businesses whose registered addresses are in the United States. If at any time your registered address is outside of the United States, we may redeem all of your Notes. We reserve the right to withdraw, cancel or modify the offer to sell Notes at any time. We have the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole, or in part.

          GE Capital Markets, Inc. is an affiliate of GE Capital and may participate in certain jurisdictions as a selling agent in the distribution of securities issued pursuant to this prospectus. Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) imposes certain requirements when a FINRA member such as GE Capital Markets, Inc. distributes an affiliated company’s securities. As a result, we will conduct any offering in which GE Capital Markets, Inc. acts as a selling agent in compliance with the applicable requirements of FINRA Rule 5121. The maximum compensation we will pay to the selling agents or underwriters in connection with any offering of the securities will not exceed 8% of the maximum proceeds of such offering.

LEGAL OPINION

          Unless otherwise specified in the prospectus supplement accompanying this prospectus, Fred A. Robustelli, Associate General Counsel – Treasury of GE Capital will provide an opinion for us regarding the validity of the Notes. Mr. Robustelli beneficially owns or has rights to acquire an aggregate of less than 0.01 % of GE’s common stock.

6

EXPERTS

          The consolidated financial statements and schedule of GECC as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2011 incorporated herein by reference from the Form 8-K filed by GECC on May 4, 2012 have been incorporated by reference herein in reliance upon the report, also incorporated by reference herein, of KPMG LLP, an independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2011 consolidated financial statements contains an explanatory paragraph stating that, as discussed in Note 1 to the consolidated financial statements, GECC, in 2010, changed its method of accounting for consolidation of variable interest entities and, in 2009, changed its method of accounting for impairment of debt securities, business combinations and noncontrolling interests.

7

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

          The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are:

Accounting fees and expenses	$	4,100*
Legal fees		150,000*
Printing and distribution fees		10,000*
Miscellaneous		900*
Total	$	165,000*

* Estimated, and subject to future contingencies

Item 15. Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State of Delaware provides that in certain circumstances a corporation may indemnify any person against the expenses, (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any action, suit or proceeding by reason of being or having been a director, officer, employee or agent of the corporation or serving or having served at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if such person shall have acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful, except that if such action, suit or proceeding shall be by and in the right of the corporation no such indemnification shall be provided as to any claim, issue or matter as to which such person shall have been judged to have been liable to the corporation, unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity. A corporation shall be required to indemnify against expenses (including attorney’s fees) actually and reasonably incurred, any director or officer who successfully defends any such actions. The foregoing statements are subject to the detailed provisions of Section 145 of the General Corporation Law of the State of Delaware.

          The By-Laws of GECC provide that each person who at any time is or shall have been a director or officer of GECC or is a legal representative of such director or officer, or while an officer or director, is or shall have been serving at the request of GECC as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, who was, is or is threatened to be made a party or is otherwise involved in any action, suit or proceeding shall be held harmless to the fullest extent permitted by applicable law and shall be indemnified by GECC for expenses (including attorney’s fees) such person reasonably incurred in such proceedings as permitted by applicable law. The By-Laws of GECC also permit the indemnification of any other person not an officer or director of GECC that may be indemnified under applicable law.

          GECC is a party to a distribution agreement with respect to securities issued under this prospectus which includes provisions regarding the indemnification of GECC and its officers and directors by the distribution agent against certain liabilities, including liabilities under the Securities Act.

          The directors of GECC are insured under officers and directors liability insurance policies purchased by GE. The directors, officers and employees of GECC are also insured against fiduciary liabilities under the Employee Retirement Income Security Act of 1974.

II-1

Item 16. Exhibits.

Exhibit Number	Incorporated by Reference to Filings Indicated	Description
1(a)		Distribution Agreement dated as of November 5, 2012 between GECC and GE Capital Markets, Inc.
4(a)		Indenture, dated November 5, 2012 between GECC and The Bank of New York Mellon.
5		Opinion and consent of Fred A. Robustelli, Associate General Counsel – Treasury of GECC.
12	Exhibit 12 to GECC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (File No. 1-6461).	Computation of ratio of earnings to fixed charges.
23		Consent of KPMG LLP. Consent of Fred A. Robustelli is included in his opinion referred to in Exhibit 5 above.
24		Power of Attorney.
25		T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon.

Item 17. Undertakings.

          (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i),(ii) and (iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

II-2

          (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

          (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

          (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;

          (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

          (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

          (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

          (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

          (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant, General Electric Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 6th day of November, 2012.

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

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date
	*MICHAEL A. NEAL	Director, Chief Executive Officer and President (Principal Executive Officer)	November 6, 2012
	Michael A. Neal
	*JEFFREY S. BORNSTEIN	Director and Chief Financial Officer (Principal Financial Officer)	November 6, 2012
	Jeffrey S. Bornstein
	*JAMIE S. MILER	Senior Vice President and Controller (Principal Accounting Officer)	November 6, 2012
	Jamie S. Miller
	*MARK W. BEGOR	Director	November 6, 2012
	Mark W. Begor
	*WILLIAM H. CARY	Director	November 6, 2012
	William H. Cary
	*KATHRYN A. CASSIDY	Director	November 6, 2012
	Kathryn A. Cassidy
	*RICHARD D’AVINO	Director	November 6, 2012
	Richard D’avino
	*PAMELA DALEY	Director	November 6, 2012
	Pamela Daley

II-4

	Signature	Title	Date
	*BRACKETT B. DENNISTON III	Director	November 6, 2012
	Brackett B. Denniston III
	*JEFFREY R. IMMELT	Director	November 6, 2012
	Jeffrey R. Immelt
	*PUNEET MAHAJAN	Director	November 6, 2012
	Puneet Mahajan
	*J. KEITH MORGAN	Director	November 6, 2012
	J. Keith Morgan
	*DAVID NASON	Director	November 6, 2012
	David Nason
	*JOHN M. SAMUELS	Director	November 6, 2012
	John M. Samuels
	*KEITH S. SHERIN	Director	November 6, 2012
	Keith S. Sherin
	*RYAN A. ZANIN	Director	November 6, 2012
	Ryan A. Zanin
*By:     /s/ KATHRYN A. CASSIDY		As Attorney-In-Fact for the individuals noted above with an asterisk.	November 6, 2012
	Kathryn A. Cassidy

II-5

EX-1.A

Exhibit 1(a)

GENERAL ELECTRIC CAPITAL CORPORATION
GE Capital Select Term Notes
DISTRIBUTION AGREEMENT

as of November 5, 2012

GE CAPITAL MARKETS, INC.
201 Merritt 7
Norwalk, Connecticut 06851

Dear Sirs:

          General Electric Capital Corporation, a Delaware corporation (the “Company”), confirms its agreement with you with respect to the issue and sale by the Company of its GE Capital Select Term Notes (the “Notes”).

          The Notes are to be issued pursuant to an indenture dated as of November 5, 2012, between the Company and Bank of New York Mellon, as trustee (the “Trustee”) (such indenture as may be amended or supplemented being referred to herein as the “Indenture”). The Company has authorized the issuance of Notes through you pursuant to the terms of this Agreement. The Notes will be issued in uncertificated form and will be administered by Bank of New York Mellon, as Servicing Agent and Agent Bank (the “Servicing Agent” and the “Agent Bank”, respectively) pursuant to a Master Services Agreement dated as of August 2, 2012 (such Master Services Agreement, as may be amended, substituted or supplemented being referred to herein as the “MSA”). The Company may replace the Servicing Agent or Agent Bank in one or more instances and enter into one or more agreements with such replacement Servicing Agent and/or Agent Bank.

          Subject to the terms and conditions stated herein, the Company hereby appoints you as a distribution agent of the Company in respect of the Notes.

          The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement has been or will be declared effective by the Commission (such time, the “Effective Time”), and the Indenture has been qualified under the Trust Indenture Act of 1939 (the “1939 Act”). The Company has also filed with the Commission a prospectus supplement and may file one or more additional prospectus supplements with regard to the Notes. Such registration statement and any prospectus supplement relating to the Notes filed pursuant to Rule 424 under the 1933 Act, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1933 Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus Supplement”, respectively, except that if any revised prospectus supplements shall be provided to you by the Company for use in connection with the offering of the Notes which differs from the Prospectus Supplement on file at the Commission on the date of this Agreement (the “Commencement Date”) (whether or not such revised prospectus supplements are required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations), the term “Prospectus Supplement” shall refer to such revised prospectus supplement from and after the time it is first provided to you for such use. Notwithstanding anything to the contrary above in this paragraph, The Company shall have the right at any time and from time to time to substitute for the Registration Statement one or more other registration statements (each a “Substitute Registration Statement”) on Form S-3 relating to the Notes and the offering and sale thereof from time to time in accordance with Rule 415 under the 1933 Act, by written notification of such substitution to you and the Trustee. By such notification, the Company shall be deemed to have made with respect to each such Substitute Registration Statement, each of the representations set forth in the first two sentences of this paragraph, and from and after the date of such notification, such Substitute Registration Statement or Substitute Registration Statements shall become the Registration Statement as defined in this paragraph and as used for all purposes throughout this Agreement.

          Section 1. Representations and Warranties. (a) The Company represents and warrants to you as of the Commencement Date, as of the date of each sale of Notes and as of the times referred to in Section 6 (each of the times referenced above being referred to herein as a “Representation Date”), as follows:

(i) each document filed by the Company pursuant to the 1934 Act which is incorporated by reference in the Prospectus Supplement complied when so filed in all material respects with the 1934 Act and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus Supplement will comply when so filed in all material respects with the 1934 Act rules and regulations;

(ii) the Registration Statement and the Prospectus Supplement comply, and the Registration Statement and the Prospectus Supplement (and any amendments and supplements thereto) will on the applicable Representation Date comply, in all material respects, with the 1933 Act and the applicable rules and regulations of the Commission thereunder;

(iii) 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 Supplement on the Commencement Date (unless the term “Prospectus” refers to a prospectus which has been provided to you by the Company for use in connection with the offering of the Notes which differs from the Prospectus Supplement on file at the Commission on the Commencement Date, in which case at the time it is first provided to you for such use) did not, and on the applicable Representation Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(iv) there has been no material adverse change in the condition of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in or incorporated by reference in the Registration Statement and the Prospectus Supplement;

(v) no event exists which would constitute an event of default under the Indenture;

except that the representations and warranties set forth in paragraphs (i), (ii) and (iii) of this Section 1(a) do not apply to statements or omissions in the Registration Statement or the Prospectus Supplement based upon information furnished to the Company in writing by you expressly for use therein.

          (b) Additional Certifications. Any certificate signed by any officer of the Company and delivered to you or to your counsel in connection with an offering of Notes shall be deemed a representation and warranty by the Company to you as to the matters covered thereby.

          Section 2. Act as Distribution Agent. (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to act as a distribution agent of the Company and upon the request of the Company to use your best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth in the Prospectus Supplement.

          The Company reserves the right, in its sole discretion, to suspend solicitation by you of purchases of the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised you that such solicitation may be resumed.

          You shall have the right to suspend solicitations, commencing at any time you reasonably believe that there has occurred a material adverse change in the condition of the Company and its consolidated subsidiaries, taken as a whole, from that then set forth in the Registration Statement and the Prospectus Supplement, and ending at the time you have been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including without limitation any necessary amendments or supplements to the Registration Statement and the Prospectus Supplement).

          The Company agrees to pay your out-of-pocket expenses incurred in respect of the performance of your obligations under this Agreement.

          (b) Information. The Company authorizes you, in connection with your solicitation of purchases of the Notes, to use only information taken from the Registration Statement and the Prospectus Supplement, and the documents incorporated therein by reference, and you agree that you will not use any other information in connection with your solicitation of purchases of the Notes.

          (c) Registered Broker-Dealer. You represent that you are a broker-dealer registered under the 1934 Act.

          Section 3. Covenants of the Company. The Company covenants with you as follows:

          (a) Notice of Certain Events. The Company will notify you promptly (i) of the effectiveness of any amendment to the Registration Statement (including any post-effective amendment), (ii) of the mailing or the delivery to the Commission for filing of any supplement to the Prospectus Supplement or any document to be filed pursuant to the 1934 Act which will be incorporated by reference in the Prospectus Supplement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Supplement or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

          (b) Copies of Registration Statement Prospectus. The Company will deliver to you a conformed copy of the Registration Statement (as originally filed) and of each amendment thereto relating to the Notes (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus Supplement). The Company will furnish to you as many copies of the Prospectus Supplement (as amended or supplemented) as you shall reasonably request so long as you are required to deliver a Prospectus Supplement in connection with sales or solicitations of offers to purchase the Notes.

          (c) Revisions of Prospectus — Material Changes. If, during such period after the first date of the public offering of the Notes as in the opinion of counsel to the Company a prospectus is required by law to be delivered in connection with sales of the Notes by you, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus Supplement in order that the Prospectus Supplement will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary at any such time to amend or supplement the Registration Statement or the Prospectus Supplement in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, prompt notice shall be given, and confirmed in writing, to you to cease the solicitation of offers to purchase the Notes. If the Company shall determine that solicitation of purchases of the Notes shall be resumed, then, prior to the Company’s authorizing you to resume solicitations of purchases of the Notes the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement comply with such requirements.

          (d) Prospectus Revisions — Periodic Financial Information. Promptly after the filing with the Commission of the Company’s quarterly reports on Form 10-Q with respect to each of the first three quarters of any fiscal year, the Company shall furnish copies of such reports to you; provided, however, that if on the date of such filing you shall have suspended solicitation of purchases of the Notes pursuant to a request from the Company, the Company shall not be obligated to furnish copies of such reports until such time as the Company shall determine that solicitation of purchases of the Notes should be resumed.

          (e) Prospectus Revisions — Audited Financial Information. Promptly after the filing with the Commission of the Company’s annual report on Form 10-K including the audited financial statements of the Company for the preceding fiscal year, the Company shall furnish copies of such report to you; provided, however, that if on the date of such filing you shall have suspended solicitation of purchases of Notes pursuant to a request from the Company, the Company shall not be obligated to furnish copies of such reports until such time as the Company shall determine that solicitation of purchases of Notes should be resumed.

          (f) Section 11(a) Earnings Statements. The Company will make generally available to its security holders as soon as practicable, earnings statements, which need not be audited, covering twelve month periods beginning after the Effective Time (as defined in the rules and regulations promulgated under Section 11(a) of the 1933 Act) of the Registration Statement with respect to each sale of Notes that will satisfy Section 11(a) of the 1933 Act and comply with the rules and regulations thereunder.

          (g) Copies of Current Reports. The Company will furnish to you, promptly after the filing thereof with the Commission, copies of its reports on Form 8-K (other than reports relating solely to securities other than the Notes).

          (h) Blue Sky Qualifications. The Company will endeavor, in cooperation with you, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as you may reasonably designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Notes; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been qualified as above provided.

          (i) 1934 Act Filings. The Company, during the period when a prospectus is required to be delivered under the 1933 Act, will file timely all documents required to be filed with the Commission pursuant to Sections 3(a), 13(c), 14 or 15(d) of the 1934 Act.

          Section 4. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including:

          (a) The preparation and filing of the Registration Statement and all amendments thereto and the Prospectus Supplement and any amendments or supplements thereto;

          (b) The fees and disbursements of the Company’s accountants and of the Trustee, the Servicing Agent, the Agent Bank and their respective counsel;

          (c) The qualification of the Notes under securities laws in accordance with the provisions of Section 3(h), including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of any Blue Sky Survey and any Legal Investment Survey;

          (d) The printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and any amendments thereto, and of the Prospectus Supplement and any amendments or supplements thereto, and the delivery by you of the Prospectus Supplement and any amendments or supplements thereto in connection with solicitations of sales of the Notes;

          (e) The printing and delivery to you of copies of the Indenture and any Blue Sky Survey and any Legal Investment Survey;

          (f) Any fees charged by rating agencies for the rating of the Notes;

          (g) The fees and expenses, if any, incurred with respect to any filing required by the Financial Industry Regulatory Authority; and

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

          Section 5. Conditions of Obligations. Your obligations to solicit offers to purchase the Notes as agent of the Company will be subject at all times to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent:

          (a) Legal Opinions. As of the Commencement Date, you shall have received the following documents:

          (i) Opinion of Company Counsel. The opinion of the Company’s In-House Legal Counsel, dated as of such Commencement Date, in form and substance satisfactory to you, to the effect that:

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

                    (B) The Indenture has been duly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability. The Indenture has been qualified under the 1939 Act.

                    (C) The Notes have been duly authorized and will be valid and binding obligations of the Company and would entitle the holders thereof to the benefits of the Indenture.

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

                    (E) Neither the execution and delivery of this Agreement nor the issuance and sale of the Notes 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 or any federal law of the United States of America (other than with respect to applicable securities 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.

                    (F) The statements contained in the Registration Statement and Prospectus Supplement under the captions “Certain Terms of the Notes” and “The GE Capital Select Term Notes”, respectively, and “Plan of Distribution,” 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.

                    (G) Each document incorporated by reference in the Prospectus Supplement which were 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.

                    (H) 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.

                    (I) The Registration Statement and the Prospectus Supplement and any supplements and amendments thereto comply as to form in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder.

                    (J) 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 the Prospectus included as of the Commencement Date 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.

          (ii) In rendering the opinion referred to in subparagraph (i) above, such counsel may state that with respect to (I) and (J) of subparagraph (i), such counsel’s opinion and belief are based upon his participation in the preparation of the Registration Statement and the Prospectus Supplement 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 Commencement Date, there shall have been no material adverse change in the condition of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus Supplement; and you shall have received on the Commencement Date a certificate, dated the Commencement Date and signed by an executive officer of the Company, to the foregoing effect.

If any condition specified in this Section shall not have been fulfilled, this Agreement may be terminated by you by notice to the Company at any time at or prior to the Commencement Date, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3(f) hereof, the provisions of Section 4 hereof, the indemnity agreements set forth in Section 7 hereof, and the provisions of Sections 8 and 12 hereof shall remain in effect.

          Section 6. Additional Covenants of the Company. The Company covenants and agrees that: each acceptance by it of an offer for the purchase of Notes shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofor delivered to you pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus Supplement as amended and supplemented to each such time).

          Section 7. Indemnification. (a) Indemnification of You. The Company agrees to indemnify and hold you harmless from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus Supplement (if used within the period set forth in Section 3(c) and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by you expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any Prospectus shall not inure to your benefit if a copy of 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 you by the Company sufficiently far enough in advance of the time of sale in order to enable you to convey to the purchaser of the Notes and was not conveyed by or on your behalf to such person at or prior to the entry into the contract of sale of the Notes to such person pursuant to Rule 159 of the 1933 Act, and if 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. You agree to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to you, (i) with reference to information relating to you furnished in writing by you expressly for use in the Registration Statement or the Prospectus Supplement or any amendments or supplements thereto and (ii) arising from any free writing prospectus prepared by or on behalf of such Agent, except to the extent arising from the information furnished in writing by the Company expressly for use therein.

          (c) General. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) hereof, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by you in the case of parties indemnified pursuant to Section 7(a) and by the Company in the case of parties indemnified pursuant to Section 7(b). The indemnifying party shall not be liable for any settlement of any proceeding affected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

          Section 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on your behalf, or by or on behalf of the Company or any controlling person of the Company, and shall survive each delivery of and payment for any of the Notes.

          Section 9. Termination. (a) Termination of this Agreement. This Agreement may be terminated as to a party for any reason, at any time by either party hereto upon the giving of 90 days’ written notice of such termination to the other party hereto.

          (b) General. In the event of any such termination, neither party will have any liability to the other party hereto, except that the covenant set forth in Section 3(f) hereof (except that the Company shall no longer be required to comply with the provisions of Section 3(f) after it has made generally available to its security holders an earnings statement (which need not be audited) covering a twelve-month period beginning after the date of the last sale of Notes hereunder which shall satisfy the provisions of Section 11(a) of the 1933 Act and the rules and regulations thereunder), the provisions of Section 4 hereof, the indemnity agreements set forth in Section 7 hereof, and the provisions of Sections 8 and 12 hereof shall remain in effect.

          Section 10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to you shall be directed to GE Capital Markets, Inc., 201 High Ridge Road, Stamford, Connecticut 06927, attention of Mark S. Barber; and notices to the Company shall be directed to it at: 201 High Ridge Road, Stamford, Connecticut 06927, attention of Senior Vice President — Corporate Treasury and Global Funding Operation.

          Section 11. Parties. This Agreement shall inure to the benefit of and be binding upon you and the Company and your and the Company’s respective successors thereto. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Section 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes shall be deemed to be a successor by reason merely of such purchase.

          Section 12. Governing Law. This Agreement and the rights and obligations of the parties created hereby shall be governed by the laws of the State of New York applicable to agreements made and to be performed in such State.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and the Company in accordance with its terms.

		Very truly yours,
		GENERAL ELECTRIC CAPITAL CORPORATION
		By:	/s/ Eric C. Duenwald
		Name:	Eric C. Duenwald
		Title:	Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
GE CAPITAL MARKETS, INC.
By:	/s/ Mark S. Barber
Name:	Mark S. Barber
Title:	Authorized Signatory

EX-4.A

Exhibit 4(a)

GENERAL ELECTRIC CAPITAL CORPORATION,

Issuer

and

THE BANK OF NEW YORK MELLON

Trustee

INDENTURE

Dated as of November 5, 2012

GE CAPITAL SELECT NOTES

CROSS REFERENCE SHEET

between

the provisions of Sections 310 through 318 of the Trust Indenture Act of 1939, as amended, and the GE Capital Select Notes Indenture Provisions:

Section of Trust Indenture Act	Section of the Indenture Provisions
310 (a)(1), (2) and (5)	7.07
310 (a)(3) and (4)	Not applicable
310 (b)	7.08
310 (c)	Not applicable
311 (a) and (b)	*
311 (c)	Not applicable
312 (a)	5.01
312 (b) and (c)	*
313 (a)	5.02
313 (b) (1)	Not applicable
313 (b) (2)	5.02
313 (c)	5.02
313 (d)	5.02
314 (a)	5.03
314 (b)	Not applicable
314 (c) (1) and (2)	*
314 (c) (3)	Not applicable
314 (d)	Not applicable
314 (e)	*
314 (f)	Not applicable
315 (a), (b), (c), (d) and (e)	*
316 (a) (1)	6.01 and 6.07
316 (a) (2)	Omitted
316 (a) last sentence	*
316 (b)	6.04
317 (a)	6.02
317 (b)	4.03
318 (a)	14.10

* Automatically included under Section 318(c) of the Trust Indenture Act of 1939, as amended.

i

TABLE OF CONTENTS

		Page
ARTICLE ONE DEFINITIONS		1
	Section 1.01. Definitions	1
ARTICLE TWO AMOUNT, FORM, PRIORITY, PAYMENT, INTEREST AND RESTRICTION ON TRANSFER		4
	Section 2.01. Amount Unlimited; Issuable in Series and Tranches	4
	Section 2.02. Form	5
	Section 2.03. Priority	5
	Section 2.04. Payment	5
	Section 2.05. Interest	6
	Section 2.06. Restriction on Transfer of Securities	6
	Section 2.07. Reopening of Tranches and Series	6
ARTICLE THREE REDEMPTION OF SECURITIES		6
	Section 3.01. Redemption at Option of the Company	6
	Section 3.02. Redemption of Securities With a Principal Amount Less than an Established Minimum or Exceeding an Established Maximum	6
	Section 3.03. Notice of Redemption; Redemption Price; Selection of Securities	6
	Section 3.04. Redemption at the Option of the Holder	7
ARTICLE FOUR COVENANTS		7
	Section 4.01. Payment of Principal and Interest	7
	Section 4.02. Maintenance of Security Register; Maintenance of Office or Agency	7
	Section 4.03. Appointments to Fill Vacancies in Trustee’s Office	8
	Section 4.04. Provisions as to Paying Agent	8
	Section 4.05. Statement as to Compliance	9
ARTICLE FIVE SECURITYHOLDER LISTS AND REPORTS BY THE TRUSTEE		9
	Section 5.01. Securityholder Lists	9
	Section 5.02. Delivery of Reports by the Trustee	9
	Section 5.03. Reports by the Company	9
ARTICLE SIX REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT		10
	Section 6.01. Events of Default	10
	Section 6.02. Payment of Securities on Default; Suit Therefor	12
	Section 6.03. Application of Moneys Collected by Trustee	13

ii

	Section 6.04. Proceedings by Securityholders	14
	Section 6.05. Proceedings by Trustee	15
	Section 6.06. Remedies Cumulative and Continuing	15
	Section 6.07. Direction of Proceedings and Waiver of Defaults by Securityholders	15
ARTICLE SEVEN CONCERNING THE TRUSTEE		16
	Section 7.01. Reliance on Documents, Opinions, etc	16
	Section 7.02. No Responsibility for Recitals	17
	Section 7.03. Ownership of Securities	17
	Section 7.04. Moneys to be Held in Trust	17
	Section 7.05. Compensation and Expenses of Trustee	18
	Section 7.06. Officers’ Certificate as Evidence	18
	Section 7.07. Eligibility of Trustee	18
	Section 7.08. Indentures Not Creating Potential Conflicting Interests for the Trustee	19
	Section 7.09. Resignation or Removal of Trustee	19
	Section 7.10. Acceptance by Successor Trustee	20
	Section 7.11. Succession by Merger, etc	21
ARTICLE EIGHT CONCERNING THE SECURITYHOLDERS		21
	Section 8.01. Action by Securityholders	21
	Section 8.02. Proof of Execution by Securityholders	22
	Section 8.03. Who Are Deemed Absolute Owners	22
	Section 8.04. Revocation of Consents	22
ARTICLE NINE SECURITYHOLDERS’ MEETINGS		23
	Section 9.01. Purposes of Meetings	23
	Section 9.02. Call of Meetings by Trustee	23
	Section 9.03. Call of Meetings by the Company or Securityholders	23
	Section 9.04. Qualifications for Voting	23
	Section 9.05. Regulations	24
	Section 9.06. Quorum; Adjourned Meetings	24
	Section 9.07. Voting	25
	Section 9.08. No Delay of Rights by Meeting	25
ARTICLE TEN SUPPLEMENTAL INDENTURES		26
	Section 10.01. Supplemental Indentures without Consent of Securityholders	26
	Section 10.02. Supplemental Indentures with Consent of Securityholders	27
	Section 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures	28
	Section 10.04. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee	28

iii

ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE		28
	Section 11.01. Company May Not Consolidate, etc., Except Under Certain Conditions	28
	Section 11.02. Documents to be Given Trustee	28
ARTICLE TWELVE SATISFACTION AND DISCHARGE OF INDENTURE		29
	Section 12.01. Discharge of Indenture	29
	Section 12.02. Deposited Moneys to be Held in Trust by Trustee	29
	Section 12.03. Paying Agent to Repay Moneys Held	29
	Section 12.04. Return of Unclaimed Moneys	29
ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		29
	Section 13.01. Indenture and Securities Solely Corporate Obligations	29
ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS		30
	Section 14.01. Provisions Binding on Company’s Successors	30
	Section 14.02. Official Acts by Successor Corporation	30
	Section 14.03. Addresses for Notices, etc	30
	Section 14.04. NEW YORK CONTRACT	30
	Section 14.05. Legal Holidays	30
	Section 14.06. Table of Contents, Headings, etc	31
	Section 14.07. Execution in Counterparts	31
	Section 14.08. Separability	31
	Section 14.09. Benefits	31
	Section 14.10. Trust Indenture Act to Control	31

iv

          THIS INDENTURE, dated as of November 5, 2012 between General Electric Capital Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon, a bank duly organized and existing under the laws of the State of New York (the “Trustee”).

W I T N E S S E T H:

          WHEREAS, the Company desires, and the Trustee has agreed, to enter into this Indenture to provide for the issuance of GE Capital Select Notes in one or more series up to such principal amount or amounts as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors; and

          WHEREAS, all acts and things necessary to make this Indenture a valid agreement of the Company according to its terms, have been done and performed, and the execution and delivery of this Indenture have in all respects been duly authorized,

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE ONE

DEFINITIONS

          Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939, as amended, or which are by reference therein defined in the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture as originally executed. The words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

          “Account” means an account maintained by an agent bank retained by the Company, such account to reflect the aggregate principal amount of Securities owned by a holder of a Security at any time.

          “Agent Bank” means a bank or corporation, and its successors and assigns, appointed by the Company to act as the agent bank for the Company in connection with the Securities.

          “Board of Directors” means the Board of Directors of the Company or any committee of such Board or specified officers and employees of the Company to which the powers of such Board have been lawfully delegated.

          “Company” means General Electric Capital Corporation, a Delaware corporation, until any successor corporation shall have become such pursuant to the provisions of Article Eleven, and thereafter Company shall mean such successor.

1

          “Dollars” and “$” mean the lawful currency of the United States of America.

          “Established Maximum” means, at any time with respect to any Security, the amount, if any, specified by the Company at such time as the maximum aggregate principal amount of a Security that may be maintained by a holder of a Security in one or more Accounts for the minimum period of time as specified by the Company.

          “Established Minimum” means, at any time with respect to any Security, the amount, if any, specified by the Company at such time as the minimum principal amount of a Security that may be maintained in any Account for the minimum period of time as specified by the Company.

          “Event of Default” has the meaning specified in Section 6.01.

          “Finance Subsidiary” means any Subsidiary engaged within the United States in the business of purchasing notes, accounts receivable (whether or not payable in installments), conditional sale contracts or other paper originating in sales at wholesale or retail, or of leasing new or used products or of making installment loans.

          “Indenture” means this instrument as originally executed or as it may be amended or supplemented from time to time as herein provided and including any resolution of the Board of Directors adopted pursuant to Section 2.01 hereof.

          “Officer’s Certificate” means a certificate signed by the President, the Chairman or any Vice Chairman of the Board, any Senior Vice President or any Vice President or the Treasurer or any Assistant Treasurer of the Company and delivered to the Trustee. Each such certificate shall comply with Section 314(c) of the Trust Indenture Act of 1939, to the extent applicable.

          “Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or of counsel to the Company or may be other counsel satisfactory to the Trustee. Each such opinion shall comply with Section 314(c) of the Trust Indenture Act of 1939, to the extent applicable.

          “Outstanding”, when used with reference to Securities, except as otherwise required by the Trust Indenture Act of 1939, as of any particular time, means all Securities in which Securityholders have made investments as shown on the Securities Register, except:

(a)	Securities or portions thereof theretofore redeemed by the Securityholders pursuant to this Indenture;
(b)	Securities or portions thereof theretofore redeemed by the Company pursuant to the provisions of this Indenture; and
(c)	Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount have been theretofore deposited in trust with the Trustee or any Paying Agent (other than the Company) or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent); provided that if such Securities are to be redeemed, notice of such redemption shall have been mailed as in Article Three provided, or provision therefor satisfactory to the Trustee has been made for mailing such notice.

2

          “Paying Agent” means any Person authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company.

          “Person” means any individual, corporation, limited liability company, partnership, limited liability partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

          “principal”, when used with respect to any Security, shall include the premium, if any, with respect to such Security.

          “Principal Office of the Trustee”, or other similar term, shall mean the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 8W, New York, New York 10286.

          “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

          “Redemption Notice Period” has the meaning specified in Section 3.03.

          “Responsible Officer” when used with respect to the Trustee means the chairman or any vice chairman of the board of directors, the chairman or any vice chairman of the executive committee of the board of directors, the president, any executive vice president, any senior vice president, any vice president, any second vice president, any assistant vice president, the cashier, any assistant cashier, the secretary, any assistant secretary, the treasurer, any assistant treasurer, any senior trust officer, any trust officer, any assistant trust officer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, who, in each case, shall have direct responsibility for the administration of this Indenture and shall also mean any other officer of the Trustee to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject.

          “Security” or “Securities” means any GE Capital Select Note or Notes of any series, as the case may be, issued under this Indenture which are evidenced by an individual record or entries in the name of the particular Securityholder established on the Security Register.

          “Securityholder,” “holder of a Security”, “holder” or other similar terms, mean, with respect to a Security, a Person in whose name at the time a particular Security is registered in the Security Register.

          “Security Register” has the meaning specified in Section 4.02(a).

          “Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

3

          “Subsidiary” means any corporation of which the Company directly or indirectly owns or controls at the time at least a majority of the outstanding stock having under ordinary circumstances (not dependent upon the happening of a contingency) voting power to elect a majority of the board of directors of such corporation.

          “Tranche” means an issue of Securities of a series having identical terms as other Securities in the series, except for the issuance date and public offering price, which shall be different from the other Securities in the series but common to the Securities in the Tranche.

          “Trustee” means the corporation or association named as Trustee in this Indenture and, subject to the provisions of Article Seven hereof, shall also include its successors and assigns as Trustee hereunder.

          “Trust Indenture Act of 1939” means the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture, except as provided in Section 10.03.

ARTICLE TWO

AMOUNT, FORM, PRIORITY, PAYMENT,
INTEREST AND RESTRICTION ON TRANSFER

          Section 2.01. Amount Unlimited; Issuable in Series and Tranches. The aggregate principal amount of Securities which may be issued under this Indenture is unlimited.

          The Securities may be issued in one or more series, each of which may consist of one or more Tranches.

(a)	There shall be established in or pursuant to a resolution of the Board of Directors or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:
	(1)	the title of each series (which shall distinguish such series of Securities from all other Securities);
	(2)	any limit upon the aggregate principal amount of any series of Securities which may be issued under this Indenture;
	(3)	the date or dates or the manner of determining the date or dates on which the principal of each series of Securities are payable;
	(4)	the rate or rates, or the method of determination thereof, at which each series of Securities shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and whether interest shall be payable in cash, solely by the purchase of additional Securities of such series or otherwise;
	(5)	the place or places where the principal of and any interest on each series of Securities shall be payable;

4

	(6)	the price or prices at which, the period or periods within which and the terms and conditions upon which each series of Securities may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise, including the Redemption Notice Period;
	(7)	the obligation, if any, of the Company to redeem, purchase or repay any series of Securities pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which or process by which and the period or periods within which and the terms and conditions upon which any series of Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
	(8)	the denominations in which any series of Securities shall be issuable;
	(9)	if other than the principal amount thereof, the portion of the principal amount of each series of Securities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;
	(10)	any Events of Default with respect to each series of Securities, if not set forth herein;
	(11)	any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to any series of Securities; and
	(12)	any other terms of any series (which terms shall not be inconsistent with the provisions of this Indenture).
(b)	Prior to the issuance of the first Security of any series the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the terms of such series have been established in conformity with the provisions of this Indenture and that the Securities of such series will constitute, when issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditor’s rights and to general equity principles.

          Section 2.02. Form. The Securities shall be issued in uncertificated form and no certificate or other instrument evidencing the Securities will be issued.

          Section 2.03. Priority. The Securities shall be unsecured and shall rank pari passu with all other unsecured and unsubordinated indebtedness of the Company.

          Section 2.04. Payment. The Securities shall be payable at the office or agency of the Company maintained for such purpose, as may from time to time be designated in writing, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

5

          Section 2.05. Interest. Interest on the Securities shall accrue daily. Except as otherwise specified as contemplated by Section 2.01 for Securities of any series, interest on the Securities of each series will be computed on the basis of a 360-day year of twelve 30-day months. There is no minimum or maximum interest rate in respect of the Securities.

          Section 2.06. Restriction on Transfer of Securities. The Securities may not be transferred, in whole or in part, either directly or by operation of law or otherwise, except as determined by the Company from time to time.

          Section 2.07. Reopening of Tranches and Series. All Securities included in any one series need not be issued by the Company at the same time. Unless otherwise provided, a series may be reopened on one or more occasions for issuance of additional Securities.

ARTICLE THREE

REDEMPTION OF SECURITIES

          Section 3.01. Redemption at Option of the Company. The Company may redeem, at any time in its discretion, all or any portion of any or all series of Securities issued under this Indenture.

          Section 3.02. Redemption of Securities With a Principal Amount Less than an Established Minimum or Exceeding an Established Maximum. The Company may redeem, at any time in its discretion, in whole but not in part, any Securities of one or more series the aggregate principal amount of which is below the Established Minimum or in excess of the Established Maximum, each as may be in effect from time to time.

          Section 3.03. Notice of Redemption; Redemption Price; Selection of Securities. In case the Company shall desire to exercise any right to redeem all, or, as the case may be, any part of, any series of Securities, it shall fix a date for redemption and shall mail or cause to be mailed a notice of such redemption to the holders of any series of Securities so to be redeemed at their last addresses as the same appear on the Security Register and to the Trustee at least 30 and not more than 60 days prior to the date fixed for redemption or within such other redemption notice period as has been designated for any Securities of such series pursuant to Section 2.01 (the “Redemption Notice Period”). Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Securityholder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security.

          Each such notice of redemption shall specify the Redemption Date, the principal amount of the Security being redeemed, the manner in which the redemption price for the Security being redeemed shall be paid (which shall be by check mailed to the Securityholder unless otherwise specified in such notice) and that on and after the Redemption Date any interest on the Security, or on the portions thereof, being redeemed will cease to accrue.

6

          If notice of redemption has been given as provided above, any series of Securities, or portions thereof, with respect to which such notice has been given shall become due and payable on the Redemption Date at a redemption price equal to 100% of the principal amount thereof being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date, and on and after the Redemption Date (unless the Company shall default in the payment of such Securities, together with any interest accrued and unpaid to but excluding the Redemption Date) any interest on the Securities, or on the portions thereof, so called for redemption shall cease to accrue.

          On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 3.03, the Company will deposit with the Trustee or with one or more Paying Agents (or if the Company is acting as its own Paying Agent, the Company will segregate and hold in trust as provided in Section 4.04) an amount of money sufficient to redeem on the Redemption Date all the Securities, or portions thereof, so called for redemption, together with accrued and unpaid interest to but excluding the date fixed for redemption. If less than all of any series of Securities are to be redeemed by the Company pursuant to Section 3.01, the Company will give the Trustee and a designated Paying Agent notice not less than 60 days prior to the Redemption Date or at least 10 days prior to the first day of any applicable Redemption Notice Period as to the aggregate principal amount of Securities of such series to be redeemed and the Trustee or a designated Paying Agent shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities or portions thereof to be redeemed.

          Section 3.04. Redemption at the Option of the Holder. Any series of the Securities may be made, by provision contained in or established pursuant to a supplemental indenture or a resolution of the Board of Directors pursuant to Section 2.01, subject to redemption, in whole but not in part, at the option of the holder on a date or dates specified prior to maturity, at such price and subject to such other terms and conditions as may be determined pursuant to Section 2.01(a)(8) and as may be amended from time to time pursuant to Section 10.01(d), together with accrued interest to but not including the date of redemption, on such notice as may be required.

ARTICLE FOUR

COVENANTS

          Section 4.01. Payment of Principal and Interest. The Company covenants and agrees that it will duly and punctually pay or cause to be paid the principal of, and interest on, the Securities of each series in accordance with the terms of such series of Securities.

          Section 4.02. Maintenance of Security Register; Maintenance of Office or Agency.

          (a) The Company will keep at an office or agency proper books of record and account (which books may be in written form or in any other form capable of being converted into written form) in which full and correct entries shall be made of all funds invested in the Securities of each series, together with interest accrued thereon, and all redemptions thereof, and which shall contain the names and addresses of all Securityholders and the principal amounts of their respective Securities (collectively, the “Security Register”).

7

          (b) The Company will maintain in the Borough of Manhattan, The City of New York an office or agency where notices and demands hereunder upon the Company, as appropriate, in respect of each series of Securities and this Indenture may be served. The Company hereby initially designates the Principal Office of the Trustee as the office or agency of the Company in the Borough of Manhattan, the City of New York, where notices and demands to or upon the Company in respect of the Securities or of this Indenture may be served. The Company will give prompt written notice to the Trustee and the Securityholders of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such notices and demands may be made or served at the Principal Office of the Trustee.

          Section 4.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of the Trustee, will appoint, in the manner provided in Section 7.09, a successor trustee, so that there shall at all times be a Trustee with respect to the Securities hereunder.

          Section 4.04. Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee with respect to any series of Securities, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04,

(1)	that it will hold all amounts held by it as such agent for the payment of the principal of or interest on the Securities of such series on and after the date on which such amounts become due and payable (whether such sums have been paid to it by the Company or by any other obligor on such Securities) in trust for the benefit of the holders of such Securities;
(2)	that it will give the Trustee notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of or interest on such Securities when the same shall be due and payable; and
(3)	that at any time during the continuance of any failure by the Company (or by any other obligor on such Securities) specified in the preceding paragraph (2), such Paying Agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it.

          (b) If the Company shall act as its own paying agent with respect to any series of Securities, it will, on or before each date on which principal of or interest on such Securities shall have become due and payable, set aside, segregate and hold in trust for the benefit of the holders of such Securities a sum sufficient to pay such principal or interest so due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of or interest on such Securities when the same shall become due and payable.

8

          (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any Paying Agent thereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.

          (d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04.

          (e) Whenever the Company shall have one or more Paying Agents with respect to any series of Securities it will, prior to each due date of the principal of, or interest on, the Securities of such series, deposit with a designated Paying Agent a sum sufficient to pay the principal and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act.

          Section 4.05. Statement as to Compliance. The Company will deliver to the Trustee on or before June 1 in each year (beginning with the first June 1 following the date of this Indenture) a certificate complying with Section 314(a)(4) of the Trust Indenture Act of 1939.

ARTICLE FIVE

SECURITYHOLDER LISTS
AND REPORTS BY THE TRUSTEE

          Section 5.01. Securityholder Lists. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee with respect to any series of Securities, (i) at such times as required by Section 312(a) of the Trust Indenture Act of 1939 and (ii) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request, a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Securities of each series as of a date not more than 15 days prior to the time such information is furnished.

          Section 5.02. Delivery of Reports by the Trustee. The reports to be transmitted by the Trustee pursuant to the requirements of Section 313(a) of the Trust Indenture Act of 1939 shall be required to be transmitted on or before the first May 15 following the date of this Indenture, and on or before May 15 in every year thereafter, as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as the Securities of any series are Outstanding hereunder.

          Section 5.03. Reports by the Company. The Company covenants to file with the Trustee, within 15 days after the Company is required to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports that the Company may be required to file with the Securities Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939.

9

ARTICLE SIX

REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

          Section 6.01. Events of Default. “Event of Default” whenever used herein with respect to the Securities of any series means any one of the following events and such other events as may be established with respect to such series of Securities as contemplated by Section 2.01, continued for the period of time, if any, and after the giving of notice, if any, designated in this Indenture, as the case may be, unless it is either inapplicable or is specifically deleted or modified in the applicable resolution of the Board of Directors or in the supplemental indenture under which such Securities are issued, as the case may be, as contemplated by Section 2.01:

(a)	default in the payment of principal of or any installment of interest upon any Security of such series as and when the same shall become due and payable, and continuance of such default for a period of 20 days, provided, however, that an administrative error relating to a Security or improperly identifying the Security of a Securityholder shall not be considered in determining whether an Event of Default shall have occurred unless such error shall have continued uncorrected for a period of 30 days after written notification thereof to the Agent Bank and the Trustee (with a copy to the Company) by a Securityholder, the Trustee to be the sole judge of whether the error has been corrected; or
(b)	failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in respect of the Securities of such series contained in this Indenture (other than a covenant or agreement in respect of the Securities of such series a default in whose observance or performance is elsewhere in this Section specifically dealt with) continued for a period of 60 days after the date on which written notice of such failure, requiring the Company to remedy the same and stating that such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Securities of such series at the time Outstanding; or
(c)	a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company under the Federal Bankruptcy Code or any other similar applicable Federal or State law, and such decree or order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of the Company or of all or substantially all of the property of the Company or for the winding up or liquidation of the affairs of the Company shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 60 days; or

10

(d)

the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or

(e)

an Event of Default with respect to any other series of Securities issued pursuant to this Indenture shall happen and be continuing and the Securities of such other series shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten days after written notice of such acceleration shall have been given to the Company by the Trustee or to the Company and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Securities of such series at the time Outstanding; provided, however, that if such Event of Default with respect to such other series of Securities shall be remedied or cured by the Company, or waived by the holders of such other series of Securities, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Securityholders of such series; and provided further that, the Trustee shall not be charged with knowledge of any such Event of Default or any remedy, cure or waiver thereof or any such acceleration unless written notice thereof shall have been given to the Trustee by the Company, by a holder or an agent of a holder of any Securities, or by the Trustee then acting under this Indenture with respect to such other series of Securities, under which such Event of Default shall have occurred, or by the holders of at least twenty-five percent in aggregate principal amount of the Securities of such series at the time Outstanding.

11

If an Event of Default with respect to any series of Securities at the time Outstanding occurs and is continuing, then and in each and every case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than twenty-five percent in aggregate principal amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Securityholders of such series), may declare the principal amount of all the Securities of such series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in such Securities contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal amount of the Securities of such series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest, if any, upon all such Securities and the principal of any and all such Securities which shall have become due otherwise than by acceleration and all amounts payable to the Trustee pursuant to the provisions of Section 7.05, and any and all defaults under this Indenture with respect to such series of Securities, other than the nonpayment of principal of and accrued interest on such Securities which shall have become due solely by acceleration, shall have been remedied or cured or waived or provision shall have been made therefor to the satisfaction of the Trustee — then and in every such case the holders of a majority in aggregate principal amount of the Securities of such series then Outstanding, by written notice to the Company and to the Trustee, may waive all defaults with respect to such series and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

          Section 6.02. Payment of Securities on Default; Suit Therefor. The Company covenants that in case default shall be made in the payment of principal of or installment of interest upon any Security as and when the same shall become due and payable, and such default shall have continued for a period of 20 days (provided, however, that an administrative error relating to a Security or improperly identifying the Security of a Securityholder shall not be considered a default under this Section 6.02 unless such error shall have continued uncorrected for a period of 30 days after written notification thereof to the Agent Bank and the Trustee (with a copy to the Company) by a Securityholder, the Trustee to be the sole judge of whether the error has been corrected), then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holder of any such Security the whole amount that then shall have become due and payable on any such Security for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and on any overdue interest, at the rate or rates prescribed in accordance with the terms of such Security; and, in addition thereto, such further amount as shall be sufficient to cover costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05.

          In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company, or any other obligor upon the Securities, and collect in the manner provided by law out of the property of the Company or any other obligor on such Securities wherever situated the moneys adjudged or decreed to be payable.

12

          In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Securities under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, or such other obligor upon such Securities, or in the case of any other similar judicial proceedings relative to the Company, or other obligor on the Securities, or to the creditors or property of the Company or such other obligor upon such Securities, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest, if any, owing and unpaid in respect of the Securities and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Securityholders allowed in such judicial proceedings relative to the Company, or any other obligor on the Securities, its creditors, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution.

          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Securities or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

          All rights of action and of asserting claims under this Indenture, or under the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Securities to which such proceedings relate, and it shall not be necessary to make any holders of such Securities parties to any such proceedings.

          Section 6.03. Application of Moneys Collected by Trustee. Any moneys collected by the Trustee pursuant to this Article shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of any Securities in respect of which moneys have been collected, and the notation thereon of the payment, if only partially paid, and upon surrender thereof if fully paid:

13

FIRST: To the payment of all amounts due the Trustee pursuant to the provisions of Section 7.05;

SECOND: In case the principal of the Outstanding Securities of a series in respect of which such moneys have been collected shall not have become due (upon redemption, by declaration, repayment or otherwise) and be unpaid, to the payment of interest, if any, on the Securities of such series;

THIRD: In case the principal of the Outstanding Securities of a series in respect of which such moneys have been collected shall have become due (upon redemption, by declaration, repayment or otherwise), to the payment of the whole amount then owing and unpaid upon such Securities for principal and interest, if any, with interest on the overdue principal and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, if any; and in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon such Securities, then to the payment of such principal, and interest, if any, without preference or priority of principal over interest, if any, or of interest, if any, over principal, or of any such Security over any other such Security, ratably to the aggregate of such principal, and accrued and unpaid interest, if any; and

FOURTH: To the payment of the remainder, if any, to the Company, to the extent such moneys were provided thereby, its successors or assigns, or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

          Section 6.04. Proceedings by Securityholders. No holder of any Security shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee (or other similar official), or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Security and of the continuance thereof, as hereinbefore provided, and unless also the holders of not less than twenty-five percent in aggregate principal amount of the Outstanding Securities of the series of which such Security is a part shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such satisfactory indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding, it being understood and intended, and being expressly covenanted by the taker and holder of every Security with every other taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Securities of such series, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of such series. Notwithstanding any other provision in this Indenture, the right of any holder of any Security to receive payment of the principal of and interest on such Security on the respective due dates expressed in such Security and to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired without the consent of such holder.

14

          Section 6.05. Proceedings by Trustee. In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

          Section 6.06. Remedies Cumulative and Continuing. All powers and remedies given by this Article Six to the Trustee or to the Securityholders of any series shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the holders of the Securities of such series, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any holder of such Securities to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article Six or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.

          Section 6.07. Direction of Proceedings and Waiver of Defaults by Securityholders. The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided, however, that (subject to the requirements of Section 315 of the Trust Indenture Act of 1939) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed could involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may on behalf of the holders of all of the Securities of such series waive any past default or Event of Default and its consequences with respect to the Securities of such series, except a default in the payment of interest on, or the principal of, any Security of such series or in respect of a covenant or provision hereof which under Article Ten cannot be modified or amended without the consent of the holder of each Outstanding Security of the series affected. Upon any such waiver the Company, the Trustee and the holders of such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said default or Event of Default shall for all purposes of such series of Securities and this Indenture be deemed to have been cured and to be not continuing.

15

ARTICLE SEVEN

CONCERNING THE TRUSTEE

          Section 7.01. Reliance on Documents, Opinions, etc: Subject to the requirements of Section 315 of the Trust Indenture Act of 1939:

(a)	the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b)	any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee by a copy thereof certified by the Secretary, an Assistant Secretary or an Attesting Secretary of the Company;
(c)	the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered to be taken by it hereunder in good faith and in accordance with such Opinion of Counsel;
(d)	the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby;
(e)	the Trustee shall not be liable for any action taken, omitted or suffered by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(f)	the Trustee shall not be bound to make any inquiry or investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document relating to a series of Securities unless requested in writing so to do by the holders of a majority in aggregate principal amount of the Securities of such series then Outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs and expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security conferred upon it by the terms of this Indenture, the Trustee may require satisfactory indemnity against such costs, expenses or liabilities as a condition to so proceeding; and the reasonable expense of such investigation shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand;

16

(g)	the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(h)	the Trustee shall not be charged with knowledge of any default hereunder or any Event of Default unless either (i) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any other obligor on the Securities with respect to which such default or Event of Default shall have occurred, or by any holder of such Securities; and
(i)	none of the provisions of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

          Section 7.02. No Responsibility for Recitals. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Securities. The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds thereof.

          Section 7.03. Ownership of Securities. The Trustee and any agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee or such agent.

          Section 7.04. Moneys to be Held in Trust. Subject to the provisions of Sections 12.03 and 12.04 hereof, all moneys received by the Trustee or any Paying Agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Company, signed by its President, Chairman or any Vice Chairman of the Board, or any Vice President, Treasurer or Comptroller.

17

          Section 7.05. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee on an annual basis, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and, except as otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim of liability in the premises. The obligations of the Company under this Section 7.05 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities.

          Section 7.06. Officers’ Certificate as Evidence. Subject to the requirements of Section 315 of the Trust Indenture Act of 1939, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, omitted or suffered by it under the provisions of this Indenture upon the faith thereof.

          Section 7.07. Eligibility of Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States, any state or the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers, (b) is subject to supervision or examination by Federal or State authority, (c) shall have at all times a combined capital and surplus of not less than ten million dollars and (d) is eligible under the provisions of the Trust Indenture Act of 1939. If such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.07, the combined capital and surplus of such corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.07, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.09.

18

          Section 7.08. Indentures Not Creating Potential Conflicting Interests for the Trustee. The following indentures are hereby specifically described for the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: (a) this Indenture with respect to the Securities of any other series; (b) the indenture dated as of October 1, 1991, between the Company and the Trustee; (c) the indenture dated as of February 1, 1994, between the Company and the Trustee; (d) the indenture dated as of November 1, 1981, between the Company and the Trustee; (e) the indenture dated as of April 1, 1991, between the Company and the Trustee; (f) the indenture dated as of August 1, 1995, between the Company and the Trustee; (g) the indenture dated as June 3, 1994, between the Company and the Trustee; (h) the indenture dated as February 27, 1997, between the Company and the Trustee; (i) the indenture dated as February 28, 1997, between the Company and the Trustee; (j) the indenture dated as January 25, 2001, between the Company and the Trustee; (k) the indenture dated as July 15, 2005, between the Company and the Trustee (l) the indenture dated as of April 30, 2012, among the Company, LJ VP Holdings LLC and the Trustee.

          Section 7.09. Resignation or Removal of Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Securities by giving written notice of resignation to the Company and by mailing notice thereof to the holders of Securities of such series at their addresses as they shall appear on the Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with respect to the Securities of such series by written instrument, in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee with respect to the Securities of such series shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act of 1939, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee with respect to the Securities of such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee with respect to the Securities of such series.

(b)	In case at any time any of the following shall occur:
	(1)	the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act of 1939 after written request therefor by the Company or by any holder who has been a bona fide Holder of a Security for at least six months, or
	(2)	the Trustee shall cease to be eligible in accordance with the provisions of Section 7.07 and shall fail to resign after written request therefor by the Company or by any such Securityholder, or
	(3)	the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

19

then, in any such case, the Company may remove the Trustee with respect to all series and appoint a successor trustee with respect to all series by written instrument, in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the requirements of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide holder of a Security or Securities for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor trustee with respect to all Securities. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

          (c) The holders of a majority in aggregate principal amount of the Securities of one or more series (each series voting as a class) or all series at the time Outstanding may at any time remove the Trustee with respect to the applicable series or all series, as the case may be, and appoint with respect to the applicable series or all series, as the case may be a successor trustee by written notice of such action to the Company, the Trustee and the successor trustee.

          (d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.

          Section 7.10. Acceptance by Successor Trustee. Any successor trustee with respect to all Securities appointed as provided in Section 7.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 7.05, execute and deliver an instrument transferring to such successor trustee all the rights and powers with respect to such series of the trustee so ceasing to act. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust of trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 7.05. No successor trustee shall accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor trustee shall be qualified under the requirements of the Trust Indenture Act of 1939 and eligible under the provisions of Section 7.07. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers.

20

          Upon acceptance of appointment by a successor trustee with respect to any series as provided in Section 7.10, the Company shall mail notice of the succession of such trustee hereunder to the holders of each series of Securities affected at their addresses as they shall appear on the Security Register. If the Company fails to mail such notice within ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

          Section 7.11. Succession by Merger, etc. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor to the Trustee hereunder, provided such corporation shall be qualified under the requirements of the Trust Indenture Act of 1939 and eligible under the provisions of Section 7.07, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

ARTICLE EIGHT

CONCERNING THE SECURITYHOLDERS

          Section 8.01. Action by Securityholders. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of such holders of Securities voting in favor thereof at any meeting of such Securityholders duly called and held in accordance with the provisions of Article Nine, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Securityholder.

21

          Section 8.02. Proof of Execution by Securityholders. Subject to the requirements of Section 315 of the Trust Indenture Act of 1939 and Sections 7.01 and 9.05, proof of the execution of any instrument by a Securityholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Securities shall be proved by the Security Register.

          The record of any Securityholders’ meeting shall be proved in the manner provided in Section 9.07. The Company may set a record date for purposes of determining the identity of holders of any series of Securities entitled to vote or consent to any action referred to in Section 8.01, which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, with respect to any series of Securities, only holders of Securities of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent.

          Section 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee and any agent of the Company or of the Trustee may deem the Person in whose name a Security shall be registered in the Security Register to be, and may treat him as, the absolute owner of such Security (whether or not such Security shall be overdue) for the purpose of receiving payment of or on account of the principal of and interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the contrary. All such payments so made to any holder for the time being, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.

          Section 8.04. Revocation of Consents. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Securities of any or all series specified in this Indenture in connection with such action, any holder of a Security which is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee at its Principal Office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security.

22

ARTICLE NINE

SECURITYHOLDERS’ MEETINGS

          Section 9.01. Purposes of Meetings. A meeting of holders of Securities of any or all series may be called at any time and from time to time pursuant to the provisions of this Article Nine for any of the following purposes:

(1)	to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences or to take any other action authorized to be taken by Securityholders of any or all series pursuant to any of the provisions of Article Six;
(2)	to remove the Trustee of any or all series and nominate a successor trustee pursuant to the provisions of Article Seven;
(3)	to consent to the execution of an indenture or indentures supplemental hereto with respect to any or all series pursuant to the provisions of Section 10.02; or
(4)	to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount, or specified percentage in aggregate principal amount of the Securities of any or all series under any other provision of this Indenture or under applicable law.

          Section 9.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of holders of Securities of any or all series to take any action specified in Section 9.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine. Notice of every meeting of the holders of Securities of any or all series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Securities of such series at their addresses as they shall appear on the Security Register. Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting.

          Section 9.03. Call of Meetings by the Company or Securityholders. In case at any time the Company, pursuant to a resolution of its Board of Directors, or the holders of at least ten percent in aggregate principal amount of the Securities of any series then Outstanding, shall have requested the Trustee to call a meeting of the holders of Securities of any series that may be so affected, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders, in the amount specified above, may determine the time and the place in said Borough of Manhattan for such meeting and may call such meeting to take any action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02.

23

          Section 9.04. Qualifications for Voting. To be entitled to vote at any meeting of Securityholders of any or all series then Outstanding a Person shall (a) be a holder of a Security of such series on the Security Register or (b) be a Person appointed by an instrument in writing as proxy by a holder of such a Security. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

          Section 9.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard of proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner provided in Section 8.02 and the appointment of any proxy shall be proved in the manner specified in Section 8.02.

          The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 9.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. At any meeting each holder of Securities or proxy shall be entitled to one vote for each $100 principal amount of Securities held or represented by him: provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of such Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other such Securityholders. Any meeting of holders of Securities with respect to which a meeting was duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

          Section 9.06. Quorum; Adjourned Meetings. The Persons entitled to vote a majority in aggregate principal amount of the Securities of the relevant series at the time Outstanding shall constitute a quorum for the transaction of all business specified in Section 9.01. No business shall be transacted in the absence of a quorum (determined as provided in this Section 9.06). In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of the holders of Securities (as provided in Section 9.03), be dissolved. In any other case the meeting shall be adjourned for a period of not less than ten days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than ten days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 9.02, except that such notice must be mailed not less than five days prior to the date on which the meeting is scheduled to be reconvened.

24

          At the second reconvening of any meeting adjourned for lack of a quorum, the Persons entitled to vote 25% in aggregate principal amount of the Securities of the relevant series then Outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the Securities of the relevant series then Outstanding which shall constitute a quorum.

          At a meeting or any adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by the proviso in Section 10.02, by Section 6.07 and by the last sentence of Section 6.04) shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of (a) the percentage in aggregate principal amount of the Securities of the relevant series then Outstanding otherwise entitled hereunder to take the relevant action and (b) 75% in aggregate principal amount of the Securities represented and voting at the meeting.

          Any holder of a Security who has executed in person or by proxy and delivered to the Trustee an instrument in writing complying with the provisions of Article Eight shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such holder of a Security shall be considered as present or voting only with respect to the matters covered by such instrument in writing.

          Section 9.07. Voting. The vote upon any resolution submitted to any meeting of holders of Securities shall be by written ballots on which shall be subscribed the signatures of such holders of Securities or of their representatives by proxy and the principal amount of such Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 9.02. The record shall show the principal amount of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

          Any record so signed and verified shall be conclusive evidence of the matters therein stated.

          Section 9.08. No Delay of Rights by Meeting. Nothing in this Article Nine shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Securityholders of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Securityholders of any or all series under any of the provisions of this Indenture or of the Securities.

25

ARTICLE TEN

SUPPLEMENTAL INDENTURES

          Section 10.01. Supplemental Indentures without Consent of Securityholders. The Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(a)	to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven hereof;
(b)	to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all Securities, stating that such covenants are expressly being included for the benefit of such series) as the Company and the Trustee shall consider to be for the protection of the holders of such Securities and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;
(c)	to establish the terms of any series of Securities as permitted by Section 2.01;
(d)	to amend in a manner which shall not adversely affect the interests of the holders of Outstanding Securities of a series the price or prices at which, period or periods within which or terms and conditions upon which each such series of Securities may be redeemed in whole or part at the option of the Securityholder;
(e)	to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this First Indenture which shall not adversely affect the interests of the holders of the Outstanding Securities; and
(f)	to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series or to add to or change any of the provisions of this Indenture, as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.09.

26

          The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

          Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

          Section 10.02. Supplemental Indentures with Consent of Securityholders. With the consent (evidenced as provided in Sections 8.01 and 8.02) of the holders of not less than 66-2/3% in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (each series of Securities voting as a class) or, in case all series are so affected, of all series (voting as a class), the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Outstanding Securities; provided, however, that no such supplemental indenture shall (i) reduce the principal amount of any Outstanding Security or change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Outstanding Security without the consent of the holder of each Security so affected, (ii) make the principal or interest on any Security payable in any coin or currency other than U.S. dollars without the consent of the holder of each Security so affected or (iii) reduce the aforesaid percentage in aggregate principal amount of Securities, the holders of which are required to consent to any such supplemental indenture, without the consent of the holder of each Security so affected.

          A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other series.

          Upon the request of the Company, accompanied by copies of the resolutions of its Board of Directors authorizing the execution and delivery of any such supplement indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

          It shall not be necessary for the consent of the Securityholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

27

          Section 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures. Any supplemental indenture executed pursuant to the provisions of this Article Ten shall comply with the Trust Indenture Act of 1939, as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Ten, this Indenture shall be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

          Section 10.04. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee. The Trustee, subject to the requirements of Section 315 of the Trust Indenture Act of 1939 and Section 7.01, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article Ten.

ARTICLE ELEVEN

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          Section 11.01. Company May Not Consolidate, etc., Except Under Certain Conditions. The Company covenants that it will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any corporation, unless (i) the Company shall be the continuing corporation, or the successor corporation (if other than the Company) shall, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, expressly assume by an indenture supplemental hereto in form satisfactory to the Trustee the due and punctual payment of the principal of and interest on all the Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or condition. In the event of any such sale, conveyance (other than by way of lease), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated at any time thereafter.

          Section 11.02. Documents to be Given Trustee. The Trustee, subject to the requirements of Section 315 of the Trust Indenture Act of 1939 and Section 7.01, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article Eleven.

28

ARTICLE TWELVE

SATISFACTION AND DISCHARGE OF INDENTURE

          Section 12.01. Discharge of Indenture. When (a) all Securities have become due and payable, (b) the Company shall have deposited with the Trustee, in trust, funds sufficient to pay all the Securities, including principal and interest due or to become due to such date of payment and (c) there shall have been paid all sums payable hereunder by the Company, then this Indenture shall cease to be of further effect, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate of the Company and an Opinion of Counsel for the Company each to the effect that all conditions precedent provided for herein to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.

          Section 12.02. Deposited Moneys to be Held in Trust by Trustee. All moneys deposited with the Trustee pursuant to the provisions of Section 12.01 shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Company if acting as its own paying agent), to the holders of the Securities for payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest.

          Section 12.03. Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture all moneys then held by any Paying Agent of the Securities (other than the Trustee) shall, upon demand of the Company be repaid to the Company or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

          Section 12.04. Return of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee or a Paying Agent by the Company for payment of the principal of or interest on any Securities and not applied but remaining unclaimed by the holders of Securities for two years after the date upon which the principal of or interest on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee or such Paying Agent on written demand and thereupon all liability of the Trustee or such Paying Agent with respect to such money shall cease; and the holder of any such Securities shall thereafter look only to the Company for any payment which such holder may be entitled to collect.

29

ARTICLE THIRTEEN

IMMUNITY OF INCORPORATORS,
STOCKHOLDERS, OFFICERS AND DIRECTORS

          Section 13.01. Indenture and Securities Solely Corporate Obligations. No recourse for the payment of the principal of or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

ARTICLE FOURTEEN

MISCELLANEOUS PROVISIONS

          Section 14.01. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements by the Company in this Indenture contained shall bind its successors and assigns whether so expressed or not.

          Section 14.02. Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Company.

          Section 14.03. Addresses for Notices, etc. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities on the Company may be given or served by being deposited postage prepaid by first class mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to General Electric Capital Corporation, Attention: Senior Vice President, Corporate Treasury and Global Funding Operation, 260 Long Ridge Road, Stamford, Connecticut 06927. Any notice, direction, request or demand by any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Principal Office of the Trustee, addressed to the attention of its Corporate Trust Department.

          Section 14.04. NEW YORK CONTRACT. THIS INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

          Section 14.05. Legal Holidays. Except as may be otherwise provided with respect to any series of Securities, in any case where any date on which a payment is due will be in The City of New York, New York or the City of the principal office of the Agent Bank, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or executive order to close or remain closed, then payment of such interest on or principal of the Securities need not be made on such date but may be made on the next succeeding day not in either such city, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or executive order to close or remain closed, with the same force and effect as if made on such date, and no interest shall accrue for the period from and after such date.

30

          Section 14.06. Table of Contents, Headings, etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

          Section 14.07. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

          Section 14.08. Separability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          Section 14.09. Benefits. Nothing in this Indenture, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the holders of the Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

          Section 14.10. Trust Indenture Act to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Section 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision shall control.

          Section 14.11. Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

          Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except for the certificates required by Section 4.05) shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

          Section 14.12. Waiver of Jury Trial. THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

31

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of November 5, 2012.

GENERAL ELECTRIC CAPITAL CORPORATION
By	/s/ Kathryn A. Cassidy
Title: Senior Vice President – Corporate Treasury and Global Funding Operation
THE BANK OF NEW YORK MELLON
By	/s/ Francine Kincaid
	Title: Vice President

32

EX-5

November 6, 2011

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 (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of $3,000,000,000 aggregate principal amount of the Company’s GE Capital Select Term Notes (the “Notes”), to be issued from time to time under an Indenture dated as of November 5, 2012 (the “Indenture”), between the Company and Bank of New York Mellon as Successor Trustee (the “Trustee”).

          I have examined the Indenture, 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, and assuming that: (a) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will have become effective and will comply with all applicable laws; (b) the Registration Statement will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (c) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws; (d) all Notes will be issued and sold in compliance with all applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (e) none of the terms of any Note to be established subsequent to the date hereof, nor the issuance and delivery of such Note, nor the compliance by the Company with the terms of such Note will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company; (f) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Notes offered or issued will have been duly authorized and validly executed and delivered by the

Company and the other parties thereto; (g) the Indenture is the valid and legally binding obligation of the Trustee; and (h) all corporate action required to be taken by the Company to duly authorize each proposed issuance of the Notes shall have been completed, I am of the opinion that, when the issuance of the Notes and approval of the final terms thereof have been duly authorized by appropriate corporate action and the Notes have been executed, issued, delivered and authenticated in accordance with the terms of the Indenture and the applicable definitive purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, the Notes will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms.

          The opinion set forth above is each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law.

          I express no opinion regarding any: (i) waiver of stay, extension or usury laws; or (ii) provisions relating to indemnification, exculpation or contribution, to the extent that such provisions may be held unenforceable as contrary to federal or state securities laws.

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

          I consent to the filing of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name under the caption “Legal Opinion” in the Registration Statement and the prospectus that forms a part thereof. In addition, if a prospectus supplement or pricing supplement relating to the offer and sale of any Notes is prepared and filed by the Company with the Commission on a future date and the prospectus supplement or pricing supplement contains my opinion and a reference to me substantially in the form set forth below, this consent shall apply to my opinion and the reference to me in substantially such form:

“In the opinion of Fred A. Robustelli, as counsel to the Company, when the securities offered by this prospectus supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such securities will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and general

2

principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding of equity or law, provided that such counsel expresses no opinion as to the effect of any waiver of stay, extension or usury laws or provisions relating to indemnification, exculpation or contribution, to the extent that such provisions may be held unenforceable as contrary to federal or state securities laws, on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated November 6, 2012, which has been filed as Exhibit 5.1 to the Company’s registration statement on Form S-3 filed with the Securities and Exchange Commission on November 6, 2012.”

Very truly yours,

/s/ Fred A. Robustelli

Fred A. Robustelli

3

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

To the Board of Directors
General Electric Capital Corporation

We consent to the incorporation by reference in the Registration Statement on Form S-3 of General Electric Capital Corporation (GECC) dated November 6, 2012 (the “Registration Statement”) of our report dated May 4, 2012, relating to the statement of financial position of GECC and consolidated affiliates as of December 31, 2011 and 2010, and the related statements of earnings, changes in shareowner’s equity and cash flows for each of the years in the three-year period ended December 31, 2011 and the related schedule, and the effectiveness of internal control over financial reporting as of December 31, 2011, which report appears in the Corporation’s Form 8-K filed May 4, 2012, for the year ended December 31, 2011.

Our report with respect to the consolidated financial statements and schedule, which is dated May 4, 2012, contains an explanatory paragraph stating that, as discussed in Note 1 to the consolidated financial statements, GECC, in 2010, changed its method of accounting for consolidation of variable interest entities; and in 2009, changed its method of accounting for impairment of debt securities, business combinations and noncontrolling interests.

We also consent to the reference to our firm under the heading “Experts” in the Registration Statement.

Stamford, Connecticut
November 6, 2012

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of General Electric Capital Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints Kathryn A. Cassidy, Jeffrey S. Bornstein, Christoph A. Pereira and Peter Cooke, and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution and to act with or without the others, for him or her and in his or her name, place and stead in any and all capacities: (i) to sign this Registration Statement under the Securities Act of 1933, as amended, on Form S-3, any amendments thereto, and all post-effective amendments and supplements to this Registration Statement for the registration of the Company’s securities; and (ii) to file this Registration Statement and any and all amendments and supplements thereto, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, in each case, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 12^nd day of July, 2012.

/s/ Michael A. Neal	/s/ Brackett B. Denniston III
Michael A. Neal Chief Executive Officer and President and Director (Principal Executive Officer)	Brackett B. Denniston III Director
/s/ Jeffrey S. Bornstein	/s/ Jeffrey R. Immelt
Jeffrey S. Bornstein Chief Financial Officer and Director (Principal Financial Officer)	Jeffrey R. Immelt Director
/s/ Jamie S. Miller	/s/ Puneet Mahajan
Jamie S. Miller Senior Vice President and Controller (Principal Accounting Officer)	Puneet Mahajan Director
/s/ Mark W. Begor	/s/ J. Keith Morgan
Mark W. Begor Director	J. Keith Morgan Director
/s/ William H. Cary	/s/ David Nason
William H. Cary Director	David Nason Director
/s/ Kathryn A. Cassidy	/s/ John M. Samuels
Kathryn A. Cassidy Director	John M. Samuels Director
/s/ Richard D’Avino	/s/ Keith S. Sherin
Richard D’Avino Director	Keith S. Sherin Director
/s/ Pamela Daley	/s/ Ryan A. Zanin
Pamela Daley Director	Ryan A. Zanin Director

EX-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)          o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)
General Electric Capital Corporation
(Exact name of obligor as specified in its charter)

Delaware	13-1500700
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
901 Main Avenue
Norwalk, Connecticut	06851-1168
(Address of principal executive offices)	(Zip code)
Fixed Rate Notes
(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:
	(a)	Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

	(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.
2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
	1.	A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

4.	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
6.	The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

          Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 2nd day of November, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/	Francine Kincaid
	Name:	Francine Kincaid
	Title:	Vice President

- 4 -

EXHIBIT 7

 Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,160,000
Interest-bearing balances		107,102,000
Securities:
Held-to-maturity securities		8,793,000
Available-for-sale securities		80,993,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		4,000
Securities purchased under agreements to resell		3,971,000
Loans and lease financing receivables:
Loans and leases held for sale		8,000
Loans and leases, net of unearned income		27,745,000
LESS: Allowance for loan and lease losses		335,000
Loans and leases, net of unearned income and allowance		27,410,000
Trading assets		4,149,000
Premises and fixed assets (including capitalized leases)		1,235,000
Other real estate owned		9,000
Investments in unconsolidated subsidiaries and associated companies		1,001,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,403,000
Other intangible assets		1,530,000
Other assets		13,301,000
Total assets		259,069,000

	Dollar Amounts In Thousands
LIABILITIES
Deposits:
In domestic offices		116,929,000
Noninterest-bearing		71,309,000
Interest-bearing		45,620,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		99,535,000
Noninterest-bearing		4,871,000
Interest-bearing		94,664,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		4,305,000
Securities sold under agreements to repurchase		1,009,000
Trading liabilities		6,135,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		3,137,000
Not applicable
Not applicable
Subordinated notes and debentures		1,065,000
Other liabilities		7,935,000
Total liabilities		240,050,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		9,681,000
Retained earnings		8,819,000
Accumulated other comprehensive income		-966,000
Other equity capital components		0
Total bank equity capital		18,669,000
Noncontrolling (minority) interests in consolidated subsidiaries		350,000
Total equity capital		19,019,000
Total liabilities and equity capital		259,069,000

          I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

     Thomas P. Gibbons,

Chief Financial Officer

          We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Catherine A. Rein	Directors
Michael J. Kowalski