GENERAL ELECTRIC CO (Form: 8-K, Received: 12/03/2015 06:07:55)

GENERAL ELECTRIC COMPANY

Date: December 3, 2015

/s/ Daniel C. Janki

Name: Daniel C. Janki

Title: Senior Vice President and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): December 2, 2015

GENERAL ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

New York

001-00035

14-0689340

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3135 Easton Turnpike,

Fairfield, Connecticut 06828-0001

(Address of principal executive offices) (Zip Code)

203-373-2211

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Explanatory Note

On December 3, 2015, General Electric Company (“GE”) completed the previously announced realignment and reorganization (the “Reorganization”) of the businesses of General Electric Capital Corporation (“GECC”). The Reorganization was effected as part of GE’s plan announced on April 10, 2015 (the “GE Capital Exit Plan”) to reduce the size of its financial services businesses through the sale of most of GECC’s assets and to focus on continued investment and growth in GE’s industrial businesses.

The Reorganization included the following transactions:

•

GE separated GECC’s international and U.S. operations;

•

GECC’s international operations were consolidated under a new U.K.-based international holding company, GE Capital International Holdings Limited (“GE Capital International Holdings”), which has a separate capital structure and will be supervised by the U.K. Prudential Regulation Authority;

•

Effective December 3, 2015, GE Capital International Holdings assumed the guarantee (the “Guarantee Assumption”) originally provided by GECC of the notes issued by GE Capital International Funding Company, a finance subsidiary, in the exchange offers completed in October 2015. These new notes continue to be guaranteed by GE;

•

GE Capital International Holdings became the holding company of four foreign financing companies (the “Foreign Fundcos”) that have been used to finance GECC’s operations (i.e., GE Capital Australia Funding Pty Ltd, GE Capital Canada Funding Company, GE Capital UK Funding and GE Capital European Funding), and provided a guarantee of the outstanding debt obligations of the Foreign Fundcos, which also continue to be guaranteed by GE;

•

GECC’s U.S. operations were consolidated under a new U.S. holding company, GE Capital US Holdings, Inc. (“GE Capital US Holdings”);

•

Effective December 2, 2015, GECC merged with and into GE (the “Merger”) to assure compliance with debt covenants as GECC exits the assets planned for disposition. Upon the Merger, the obligations of GECC under its then outstanding debt obligations were assumed by GE (the “GE Debt Assumption”);

•

GE Capital Global Holdings, LLC (“New GECC”), a new U.S. intermediate holding company owned by GE, replaced GECC as the holding company of GECC’s operations, and New GECC became the holding company of GE Capital International Holdings and GE Capital US Holdings; and

•

In a series of transactions effected under Delaware corporate law, holders of the preferred stock originally issued by GECC, with an aggregate liquidation preference of $5 billion, received preferred stock newly issued by GE (the “New GE Preferred Stock”), with an aggregate liquidation preference of approximately $5.9 billion.

Item 1.01

Entry into a Material Definitive Agreement.

On December 2, 2015, as part of the GE Debt Assumption, GE, GECC and The Bank of New York Mellon entered into the Second Global Supplemental Indenture (the “Second Global Supplemental Indenture”) to (i) the Third Amended and Restated Indenture, dated as of February 27, 1997, (ii) the Indenture, dated as of September 1, 1982, (iii) the Amended and Restated Indenture, dated as of June 1, 1994, and (iv) the Second Amended and Restated Indenture, dated as of June 1, 1994, with respect to debt issued under GECC’s U.S. medium term note programs, pursuant to which GE assumed all obligations of GECC thereunder.

A copy of the Second Global Supplemental Indenture is included as Exhibit 4.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation.

On December 2, 2015, as part of the GE Debt Assumption and as a result of the Merger, GE succeeded to GECC and assumed the obligations of GECC under all of GECC’s outstanding indebtedness and other financial obligations, including:

•

approximately $67.5 billion in senior unsecured, subordinated and senior secured notes issued or guaranteed by GECC pursuant to the GECC U.S. medium term note programs, including indebtedness pursuant to the Second Global Supplemental Indenture; and

•

approximately $55.2 billion of senior and subordinated debt securities issued or guaranteed by GECC under the GE Capital European medium term note program for issuances by GECC, GE Capital European Funding, GE Capital UK Funding and/or GE Capital Australia Funding Pty Ltd.

GE assumed such obligations by operation of law and also entered into supplemental indentures (including supplemental indentures with respect to all indentures pursuant to which GECC had issued and outstanding registered securities), supplemental fiscal and paying agency agreements and other agreements and instruments to evidence GE’s succession to GECC and assumption of such indebtedness and financial obligations as and to the extent required by the terms thereof. The senior unsecured, subordinated and senior secured notes and guarantee obligations assumed were issued or incurred at various times, generally on then-current market terms available to the relevant issuer, and, generally, may only be accelerated upon certain customary events of default, including the failure to pay interest, principal or premium, if any, when due, failure to observe or perform covenants applicable to the relevant series of notes which remains uncured for a specified period after notice thereof, acceleration of other indebtedness, and certain events of bankruptcy, in each case, as and to the extent specified in the indenture or fiscal and paying agency agreement or terms and conditions of the relevant notes.

On December 2, 2015, as part of the GE Debt Assumption and as a result of the Merger, GE succeeded to and assumed four issuances of notes (collectively, the “NYSE Listed Notes”) of GECC listed on the New York Stock Exchange:

•

Pursuant to the Second Global Supplemental Indenture, GE succeeded to and assumed $825,000,000 aggregate principal amount 4.875% Notes Due October 15, 2052 (CUSIP: 369622428; NYSE:GEB); $632,500,000 aggregate principal amount 4.875% Notes Due January 29, 2053 (CUSIP: 369622410; NYSE: GEH); and $732,127,000 aggregate principal amount 4.70% Notes Due May 16, 2053 (CUSIP: 369622394; NYSE: GEK).

•

Pursuant to the Second Global Supplemental Indenture, dated as of December 2, 2015, to the Indenture, dated August 1, 1995, by and among GECC, GE and The Bank of New York Mellon, as trustee, GE succeeded to and assumed $210,896,000 aggregate principal amount of GECC’s 7 ¹ ⁄ ₂ % Guaranteed Subordinated Notes due August 21, 2035 (CUSIP: 36959CAA6; NYSE: GE/35).

Following the completion of the Merger, the NYSE Listed Notes continue to be listed on the New York Stock Exchange and have the same ticker symbols and CUSIP numbers.

The notes described above, and certain other debt securities issued by or guaranteed by GECC, benefited from the guarantee of GE provided pursuant to the Amended and Restated Agreement between GE and GECC, dated April 10, 2015 and various supplemental indentures entered into in connection therewith. As a result of the Merger and GE Debt Assumption, the Amended and Restated Agreement and the supplemental indentures have terminated according to their terms.

Item 3.03

Material Modification to Rights of Security Holders.

The information contained in Items 1.01, 2.03, 5.03 and 8.01 is incorporated by reference herein.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 3, 2015, GE issued the New GE Preferred Stock, consisting of 2,777,625 shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share, with a liquidation preference of $1,000 per share (the “Series A Preferred Stock”), 2,072,525 shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $1.00 per share, with a liquidation preference of $1,000 per share (the “Series B Preferred Stock”) and 1,094,100 shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share, with a liquidation preference of $1,000 per share (the “Series C Preferred Stock”).

The terms of each series of the New GE Preferred Stock are more fully described in the Certificate of Amendment to GE’s Restated Certificate of Incorporation (the “Certificate of Amendment”), a copy of which is included as Exhibit 3.1 hereto and is incorporated by reference herein. The Certificate of Amendment, which was filed on December 2, 2015 with the Secretary of State of the State of New York, amends GE’s Restated Certificate of Incorporation to fix the rights, powers, designations, preferences, qualifications, limitations and restrictions, among other things, relating to each series of the New GE Preferred Stock.

The New GE Preferred Stock will not be convertible into, or exchangeable for, shares of any other class or series of stock or other securities of GE. The New GE Preferred Stock is also a perpetual equity security. As such, the New GE Preferred Stock has no maturity or mandatory redemption date and is not redeemable at the option of investors. However, the New GE Preferred Stock may be redeemed by GE, to the extent of legally available funds, at its option, either in whole or in part, on any dividend payment date on or after June 15, 2022 (in respect of the Series A Preferred Stock), December 15, 2022 (in respect of the Series B Preferred Stock) or June 15, 2023 (in respect of the Series C Preferred Stock), in each case, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

The New GE Preferred Stock will rank senior to GE’s common stock but will not have any voting rights. However, if GE fails to pay, or declare and set apart for payment, dividends on outstanding shares of any series of New GE Preferred Stock for three semi-annual or six quarterly dividend periods, whether or not consecutive, the holders of the shares of such series of New GE Preferred Stock shall have the right, voting as a class, to elect two members of the Board of Directors of GE to hold office for a term of one year.

Subject to certain exceptions, so long as any series of New GE Preferred Stock remains outstanding, no dividend or distribution may be declared or paid on the shares of GE’s common stock or any other class or series of junior stock, and no common stock or any other class or series of junior or parity stock may be purchased, redeemed or otherwise acquired for consideration by GE or any of its subsidiaries unless the full dividends for the preceding dividend period on all outstanding shares of such series of New GE Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside.

The terms of the New GE Preferred Stock also provide that GE may not, absent an amendment to GE’s Certificate of Incorporation, issue any class or series of capital stock that, by its terms, expressly provides that it ranks senior to the New GE Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of GE. Such an amendment to GE’s Certificate of Incorporation would, under the New York Business Corporation Law, require the consent of the holders of a majority of the common stock voting separately as a class and the holders of a majority of each series of New GE Preferred Stock voting together as a class with any other series of preferred stock entitled to vote thereon.

Item 8.01

Other Events.

The information in the “Explanatory Note” above is incorporated by reference herein.

In connection with the issuance of New GE Preferred Stock, the following documents are being filed herewith and shall be incorporated by reference into the registration statement on Form S-3 (SEC File No. 333-186882), as amended, which became automatically effective on February 26, 2013: (i) Certificate of Amendment to GE’s Restated Certificate of Incorporation with respect to the New GE Preferred Stock, dated December 2, 2015, (ii) Forms of Certificates representing each series of the New GE Preferred Stock and (iii) validity opinion with respect to each series of the New GE Preferred Stock.

Upon consummation of the Merger, GECC ceased to report under the Securities Exchange Act of 1934, but GE will continue to report under the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits:

The following exhibits are filed herewith:


Exhibit 3.1		Certificate of Amendment to GE’s Restated Certificate of Incorporation with respect to each series of the New GE Preferred Stock, dated December 2, 2015.

Exhibit 4.1		Forms of Certificates representing each series of the New GE Preferred Stock.

Exhibit 4.2		Second Global Supplemental Indenture, dated as of December 2, 2015, to (i) the Third Amended and Restated Indenture, dated as of February 27, 1997, (ii) the Indenture, dated as of September 1, 1982, (iii) the Amended and Restated Indenture, dated as of June 1, 1994, and (iv) the Second Amended and Restated Indenture, dated as of June 1, 1994, made among General Electric Capital Corporation, General Electric Company and The Bank of New York Mellon, as trustee

Exhibit 5.1		Opinion of Weil, Gotshal & Manges LLP regarding validity of each series of the New GE Preferred Stock.

Exhibit 23.1		Consent of Weil, Gotshal & Manges LLP is included in its opinion referred to in Exhibit 5.1 above.

SIGNATURES

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

Exhibit 3.1

CERTIFICATE OF AMENDMENT

THE CERTIFICATE OF INCORPORATION

GENERAL ELECTRIC COMPANY

UNDER SECTION 805

THE BUSINESS CORPORATION LAW OF THE STATE OF NEW YORK

FIRST: The name of the corporation is General Electric Company;

SECOND: The corporation was incorporated by special act of the New York Legislature, Chapter 323, Laws of 1892, effective April 15, 1892;

THIRD: The Certificate of Incorporation of the corporation is amended to add a new Section 3.B.(3) thereof as authorized by subparagraph 12 of Section 801 of the Business Corporation Law of the State of New York stating the number, designation, relative rights, preferences, and limitations of the shares of a series of the Preferred Stock of the corporation as fixed by the corporation’s Board of Directors, which new Section 3.B.(3) shall read in its entirety as follows:

(3) Series A, Series B and Series C of Preferred Stock

(a) Designation . Three series of preferred stock designated the “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A” (hereinafter called “ Series A ”), “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B” (hereinafter called “ Series B ”) and “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C” (hereinafter called “ Series C ,” and together with the Series A and the Series B, the “ Preferred Stock ”) are established and the authorized number of shares that shall constitute each such series of Preferred Stock is as follows:

(i) 2,777,625 shares of Series A, $1.00 par value per share and having a liquidation preference of $1,000 per share;

(ii) 2,072,525 shares of Series B, $1.00 par value per share and having a liquidation preference of $1,000 per share; and

(iii) 1,094,100 shares of Series C, $1.00 par value per share and having a liquidation preference of $1,000 per share.

Such number of shares of each series of Preferred Stock may be increased or decreased by resolution of the Board of Directors (or a duly authorized committee thereof); provided, however, that no decrease shall reduce the number of shares of any series of Preferred Stock to less than the number of shares of such series of Preferred Stock then issued and outstanding plus the number of shares of such series of Preferred Stock issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the corporation. The “ original issue date ” of the shares of each series of the Preferred Stock shall be December 3, 2015. Shares of any outstanding series of Preferred Stock that are redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued shares of preferred stock undesignated as to series.

(b) Ranking . The shares of the Preferred Stock shall rank:

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

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

Each series of Preferred Stock shall rank on a parity, with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, with each of the other series of Preferred Stock.

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

(c) Dividends . (i) Holders of the Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors (or a duly authorized committee thereof), out of assets legally available for the payment of dividends, non-cumulative cash dividends based on the liquidation preference of each series of the Preferred Stock at a rate equal to:

(1) with respect to Series A:

(i) 4.00% per annum for each semi-annual dividend period from and including the original issue date to, but excluding, June 15, 2022 (the “ Series A Fixed Rate Period ”),

(ii) three-month LIBOR plus a spread of 2.28% per annum, for each quarterly dividend period from and including June 15, 2022 to, but not including, the redemption date of the Series A, if any (the “ Series A Floating Rate Period ”);

(2) with respect to Series B:

(i) 4.10% per annum for each semi-annual dividend period from and including the original issue date to, but excluding, December 15, 2022 (the “ Series B Fixed Rate Period ”);

(ii) three-month LIBOR plus a spread of 2.32% per annum, for each quarterly dividend period from and including December 15, 2022 to, but not including, the redemption date of the Series B, if any (the “ Series B Floating Rate Period ”);

(3) with respect to Series C:

(i) 4.20% per annum for each semi-annual dividend period from and including the original issue date to, but excluding, June 15, 2023 (the “ Series C Fixed Rate Period ,” and together with the Series A Fixed Rate Period and the Series B Fixed Rate Period, the “ Fixed Rate Periods ”); and

(ii) three-month LIBOR plus a spread of 2.37% per annum, for each quarterly dividend period from and including June 15, 2023 to, but not including, the redemption date of the Series C, if any (the “ Series C Floating Rate Period ,” and together with the Series A Floating Rate Period and the Series B Floating Rate Period, the “ Floating Rate Periods ”).

In the event the corporation issues additional shares of any series of Preferred Stock after the original issue date for such series, any dividends on such additional shares shall accrue from the issue date of such additional shares.

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

(ii) When, as and if declared by the Board of Directors (or a duly authorized committee thereof), dividends will be payable on each series of the Preferred Stock on the following dates (each such date, a “ dividend payment date ”):

(1) with respect to Series A:

(i) during the Series A Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on June 15, 2022;

(ii) during the Series A Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2022;

(2) with respect to Series B:

(i) during the Series B Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on December 15, 2022;

(ii) during the Series B Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2023;

(3) with respect to Series C:

(i) during the Series C Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on June 15, 2023; and

(ii) during the Series C Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2023.

In the event that any dividend payment date during a Fixed Rate Period on which dividends would otherwise be payable is not a Business Day, the dividend payment date will be postponed to the next day that is a Business Day, without any adjustment to the dividend amount. In the event that any dividend payment date during a Floating Rate Period on which dividends would otherwise be payable is not a Business Day, the dividend payment date will be postponed to the next day that is a Business Day and dividends will accrue to, but exclude, the date dividends are paid. However, if the postponement would cause the dividend payment date to fall in the next calendar month during a Floating Rate Period, the dividend payment date will instead be brought forward to the immediately preceding Business Day. A “ Business Day ” means any weekday that is not a legal holiday in New York, New York and that is not a day on which banking institutions in New York, New York are authorized or required by law or regulation to be closed.

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

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

(v) The dividend rate for each dividend period in a Floating Rate Period will be determined by the calculation agent using three-month LIBOR as in effect on the second London banking day prior to the beginning of the dividend period, which date is the “dividend determination date” for the dividend period. The calculation agent then will add the spread of (a) 2.28% (in respect of the Series A), (b) 2.32% (in respect of the Series B) and (c) 2.37% (in respect of the Series C), in each case, per annum, to the three-month LIBOR as determined on the dividend determination date. Absent manifest error, the calculation agent’s determination of the dividend rate for a dividend period for any series of Preferred Stock will be binding and conclusive on the holders of any such series of Preferred Stock, the transfer agent and the corporation. The calculation agent will notify the corporation of each determination of the dividend rate and will make the dividend rate available to any stockholder upon request.

A “ London banking day ” is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

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

The term “ three-month LIBOR ” means the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page “LIBOR01” (or its equivalent on Bloomberg) at approximately 11:00 a.m., London time, on the relevant dividend determination date. If no offered rate appears on Reuters screen page “LIBOR01” on the relevant dividend determination date at approximately 11:00 a.m., London time, the corporation will select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. The corporation shall notify the calculation agent of the quotations. If at least two quotations are provided, three-month LIBOR

will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. Otherwise, the corporation will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the dividend determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable dividend period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided to the calculation agent by the corporation, three-month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. Otherwise, three-month LIBOR for the next dividend period will be equal to three-month LIBOR in effect for the then-current dividend period.

(vi) Dividends on each series of the Preferred Stock will not be cumulative and will not be mandatory. If the Board of Directors (or a duly authorized committee thereof) does not declare a dividend on any series of Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date or be cumulative, and the corporation will have no obligation to pay any dividend for that dividend period, whether or not the Board of Directors (or a duly authorized committee thereof) declares a dividend for any future dividend period on such series of Preferred Stock, any other series of Preferred Stock or on any other series of the corporation’s preferred stock or common stock.

(vii) While any series of the Preferred Stock remains outstanding, unless, in each case, the full dividends for the preceding dividend period on all outstanding shares of such series of Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside:

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

(2) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired for consideration by the corporation, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the corporation) (other than (i) as a result of a reclassification of Junior Securities for or into other Junior Securities, (ii) the exchange or conversion of one share of Junior Securities for or into another share of Junior Securities, (iii) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities, (iv) purchases, redemptions or other acquisitions of shares of Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (v) purchases of shares of Junior Securities pursuant to a contractually binding requirement to buy Junior Securities existing prior to the preceding dividend period, including under a contractually binding stock repurchase plan, or (vi) the purchase of fractional interests in shares of Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged); and

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

For the avoidance of doubt, nothing in this paragraph (vii) shall limit the corporation from taking any of the actions set forth in this paragraph (vii) after the original issue date of the Preferred Stock and prior to the first dividend payment date.

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

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

(d) Liquidation . (i) Upon any liquidation, dissolution or winding up of the business and affairs of the corporation, either voluntarily or involuntarily, holders of each series of the Preferred Stock are entitled to receive a liquidating distribution of $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, out of assets of the corporation available for distribution to stockholders before the corporation makes any distribution of assets to the holders of the corporation’s Junior Securities. Distributions will be made only to the extent of the corporation’s assets that are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Preferred Stock and pro rata as to each series of the Preferred Stock and any other shares of the corporation’s stock ranking equally as to such distribution. Holders of Preferred Stock will not be entitled to any other amounts from the corporation after they have received their full liquidating distribution.

(ii) In any such distribution, if the assets of the corporation are not sufficient to pay the liquidation preferences plus declared and unpaid dividends in full to all holders of

each series of the Preferred Stock and all holders of any Parity Securities, the amounts paid to the holders of the Preferred Stock and any Parity Securities will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of each series of the Preferred Stock and any Parity Securities, the holders of the corporation’s Junior Securities shall be entitled to receive all remaining assets of the corporation according to their respective rights and preferences.

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

(e) Redemption . (i) Each series of the Preferred Stock is perpetual and has no maturity date. None of the series of the Preferred Stock is subject to any mandatory redemption, sinking fund or other similar provisions. The corporation may redeem, to the extent of lawfully available funds, any of the Preferred Stock at the option of the corporation, in whole or in part, from time to time, on any dividend payment date on or after June 15, 2022 (in respect of the Series A), December 15, 2022 (in respect of the Series B) or June 15, 2023 (in respect of the Series C), in each case, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

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

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

(iv) The holders of the Preferred Stock do not have the right to require the redemption or purchase by the corporation of any of the shares of any of the series of the Preferred Stock.

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

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

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

The holders of each series of the Preferred Stock, together with holders of shares of other preferred stock entitled to elect members of the Board of Directors, voting together as a class, may remove and replace (without cause) either of the members of the Board of Directors they

elected. If the office of either such member of the Board of Directors becomes vacant for any reason other than removal, the remaining member of the Board of Directors elected in accordance with this paragraph (iii) may choose a successor who will hold office for the unexpired term of the vacant office.

(iv) For purposes of the voting rights provided under Section 804 or any other provision of Article 8 (or any successor provision) of the New York Business Corporation Law, the granting of additional voting rights to holders of the Preferred Stock shall be deemed to not adversely affect the rights of the holders of shares of the Preferred Stock and shall be permitted without the consent or vote of any such holders.

(g) Conversion Rights . The Preferred Stock will not be convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the corporation.

(h) Preemptive Rights . The holders of shares of Preferred Stock will have no preemptive rights with respect to any shares of the corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

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

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

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

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

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

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

FOURTH: The amendment of the Certificate of Incorporation as set forth herein was authorized by the Board of Directors of the corporation in accordance with Section 502(d) of the Business Corporation Law of the State of New York.

[Signature Page Follows]

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed by a duly authorized officer as of the 2 ^nd day of December, 2015.


GENERAL ELECTRIC COMPANY

By:		/s/ Christoph Pereira
Name:		Christoph Pereira
Title:		Authorized Person

[ Signature Page to GE’s Certificate of Amendment of the Certificate of Incorporation ]

CERTIFICATE OF AMENDMENT

THE CERTIFICATE OF INCORPORATION

GENERAL ELECTRIC COMPANY

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

Filed by:


		Corey Chivers, Esq.
		(Name) c/o Weil, Gotshal & Manges LLP, 767 Fifth Avenue
		(Mailing address)

		New York, NY 10153
		(City, State and ZIP code)

Exhibit 4.1

FACE OF SECURITY

THIS STOCK CERTIFICATE IS A PERMANENT GLOBAL STOCK CERTIFICATE WITHIN THE MEANING OF THE CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF THE ISSUER (SUCH CERTIFICATE OF INCORPORATION, AS MAY BE AMENDED FROM TIME TO TIME, THE “CERTIFICATE OF INCORPORATION”) AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS CERTIFICATE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCE DESCRIBED IN THE CERTIFICATE OF INCORPORATION AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.

Certificate Number: A-1

Number of Shares of Series A Preferred Stock: 2,777,625

CUSIP NO.: 369604 BM4

GENERAL ELECTRIC COMPANY

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

(par value $1.00 per share)

(liquidation preference $1,000 per share)

December 3, 2015

General Electric Company, a corporation formed under the laws of the State of New York (the “ Company ”), hereby certifies that CEDE & CO., INC. (the “ Holder ”) is the registered owner of 2,777,625 fully paid and non-assessable shares of the Company’s designated Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, with a par value of $1.00 per share and a liquidation preference of $1,000 per share (the “ Series A Preferred Stock ”). The shares of Series A Preferred Stock shall be transferable only upon the books and records of the Registrar, by the Holder, in person, or by a properly authenticated power of attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, relative rights, preferences, limitations and other terms and provisions of the Series A Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Amendment, dated December 2, 2015, to the Company’s Restated Certificate of Incorporation, dated January 16, 2014 (such Certificate of Incorporation, as may be amended and/or restated from time to time, the “ Certificate of Incorporation ”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Certificate of Incorporation. The Company will provide a copy of the Certificate of Incorporation to a Holder, without charge upon written request to the Company at its principal place of business.

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

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

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

[Signature Page Follows]

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by the authorized officers named below and delivered as of the day and year first above written.


GENERAL ELECTRIC COMPANY

By:
Name:
Title:

By:
Name:
Title:

[ Signature page to GE’s Form of Preferred Stock, Series A ]

REGISTRAR’S COUNTERSIGNATURE

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

Dated:

COMPUTERSHARE INC. and

COMPUTERSHARE TRUST COMPANY, N.A., together, as Registrar

On Behalf of Both Entities:


By:
Name:
Title:

[ Signature page to GE’s Form of Preferred Stock, Series A ]

REVERSE OF CERTIFICATE

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

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

The Company will furnish to the Holder, upon request and without charge, (i) a full statement of the designation, relative rights, preferences and limitations of the shares of the Series A Preferred Stock, (ii) the designation, relative rights, preferences and limitations of any other series of the Company’s preferred stock, so far as the same have been fixed and (iii) the authority of the board of directors of the Company to designate and fix the relative rights, preferences and limitations of any other series of the Company’s preferred stock.

ASSIGNMENT

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

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

(Insert address and zip code of assignee)

and irrevocably appoints:

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

Date:

Signature:

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


Signature Guarantee:

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

FACE OF SECURITY

Certificate Number: B-1

Number of Shares of Series B Preferred Stock: 2,072,525

CUSIP NO.: 369604 BN2

GENERAL ELECTRIC COMPANY

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B

(par value $1.00 per share)

(liquidation preference $1,000 per share)

December 3, 2015

General Electric Company, a corporation formed under the laws of the State of New York (the “ Company ”), hereby certifies that CEDE & CO., INC. (the “ Holder ”) is the registered owner of 2,072,525 fully paid and non-assessable shares of the Company’s designated Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, with a par value of $1.00 per share and a liquidation preference of $1,000 per share (the “ Series B Preferred Stock ”). The shares of Series B Preferred Stock shall be transferable only upon the books and records of the Registrar, by the Holder, in person, or by a properly authenticated power of attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, relative rights, preferences, limitations and other terms and provisions of the Series B Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Amendment, dated December 2, 2015, to the Company’s Restated Certificate of Incorporation, dated January 16, 2014 (such Certificate of Incorporation, as may be amended and/or restated from time to time, the “ Certificate of Incorporation ”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Certificate of Incorporation. The Company will provide a copy of the Certificate of Incorporation to a Holder, without charge upon written request to the Company at its principal place of business.

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

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

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

[Signature Page Follows]

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by the authorized officers named below and delivered as of the day and year first above written.


GENERAL ELECTRIC COMPANY

By:
Name:
Title:

By:
Name:
Title:

[ Signature page to GE’s Form of Preferred Stock, Series B ]

REGISTRAR’S COUNTERSIGNATURE

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

Dated:

COMPUTERSHARE INC. and

COMPUTERSHARE TRUST COMPANY, N.A., together, as Registrar

On Behalf of Both Entities:


By:
Name:
Title:

[ Signature page to GE’s Form of Preferred Stock, Series B ]

REVERSE OF CERTIFICATE

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

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

The Company will furnish to the Holder, upon request and without charge, (i) a full statement of the designation, relative rights, preferences and limitations of the shares of the Series B Preferred Stock, (ii) the designation, relative rights, preferences and limitations of any other series of the Company’s preferred stock, so far as the same have been fixed and (iii) the authority of the board of directors of the Company to designate and fix the relative rights, preferences and limitations of any other series of the Company’s preferred stock.

ASSIGNMENT

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

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

(Insert address and zip code of assignee)

and irrevocably appoints:

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

Date:

Signature:

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


Signature Guarantee:

FACE OF SECURITY

Certificate Number: C-1

Number of Shares of Series C Preferred Stock: 1,094,100

CUSIP NO.: 369604 BP7

GENERAL ELECTRIC COMPANY

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C

(par value $1.00 per share)

(liquidation preference $1,000 per share)

December 3, 2015

General Electric Company, a corporation formed under the laws of the State of New York (the “ Company ”), hereby certifies that CEDE & CO., INC. (the “ Holder ”) is the registered owner of 1,094,100 fully paid and non-assessable shares of the Company’s designated Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, with a par value of $1.00 per share and a liquidation preference of $1,000 per share (the “ Series C Preferred Stock ”). The shares of Series C Preferred Stock shall be transferable only upon the books and records of the Registrar, by the Holder, in person, or by a properly authenticated power of attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, relative rights, preferences, limitations and other terms and provisions of the Series C Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Amendment, dated December 2, 2015, to the Company’s Restated Certificate of Incorporation, dated January 16, 2014 (such Certificate of Incorporation, as may be amended and/or restated from time to time, the “ Certificate of Incorporation ”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Certificate of Incorporation. The Company will provide a copy of the Certificate of Incorporation to a Holder, without charge upon written request to the Company at its principal place of business.

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

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

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

[Signature Page Follows]

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by the authorized officers named below and delivered as of the day and year first above written.


GENERAL ELECTRIC COMPANY

By:
Name:
Title:

By:
Name:
Title:

[ Signature page to GE’s Form of Preferred Stock, Series C ]

REGISTRAR’S COUNTERSIGNATURE

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

Dated:

COMPUTERSHARE INC. and

COMPUTERSHARE TRUST COMPANY, N.A., together, as Registrar

On Behalf of Both Entities:


By:
Name:
Title:

[ Signature page to GE’s Form of Preferred Stock, Series C ]

REVERSE OF CERTIFICATE

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

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

The Company will furnish to the Holder, upon request and without charge, (i) a full statement of the designation, relative rights, preferences and limitations of the shares of the Series C Preferred Stock, (ii) the designation, relative rights, preferences and limitations of any other series of the Company’s preferred stock, so far as the same have been fixed and (iii) the authority of the board of directors of the Company to designate and fix the relative rights, preferences and limitations of any other series of the Company’s preferred stock.

ASSIGNMENT

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

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

(Insert address and zip code of assignee)

and irrevocably appoints:

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

Date:

Signature:

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


Signature Guarantee:

Exhibit 4.2

SECOND GLOBAL SUPPLEMENTAL INDENTURE

THIS SECOND GLOBAL SUPPLEMENTAL INDENTURE TO THE THIRD AMENDED AND RESTATED INDENTURE (this “ Agreement ”) dated as of December 2, 2015 and effective as of the effective time and date of the Merger (defined below), is made among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “ Company ”), GENERAL ELECTRIC COMPANY, a New York corporation (the “ Parent Guarantor ” and “ Successor Company ”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as successor trustee to JPMorgan Chase Bank, N.A. (formerly known as the Chase Manhattan Bank) (the “ Trustee ”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee the Indenture dated as of September 1, 1982, between the Company and the Trustee, as it has been supplemented from time to time by (a) the First Supplemental Indenture dated as of March 1, 1988, between the Company and the Trustee; (b) the Second Supplemental Indenture dated as of June 30, 1989, between the Company and Mercantile-Safe Deposit and Trust Company; (c) the Third Supplemental Indenture dated as of April 1, 1990, between the Company and Mercantile-Safe Deposit and Trust Company; (d) the Fourth Supplemental Indenture dated as of April 1, 1990, between the Company and Mercantile-Safe Deposit and Trust Company; (e) the Fifth Supplemental Indenture dated as of August 31, 1990, between the Company and Mercantile-Safe Deposit and Trust Company; (f) the Sixth Supplemental Indenture dated as of October 31, 1990, between the Company and Mercantile-Safe Deposit and Trust Company; (g) the Seventh Supplemental Indenture dated as of September 10, 1991, between the Company and Mercantile-Safe Deposit and Trust Company; (h) the Eighth Supplemental Indenture dated as of February 26, 1992, between the Company and Mercantile-Safe Deposit and Trust Company; (i) the Ninth Supplemental Indenture dated as of May 12, 1992, between the Company and Mercantile-Safe Deposit and Trust Company; (j) the Tenth Supplemental Indenture dated as of April 1, 1994, between the Company and Mercantile-Safe Deposit and Trust Company; and (k) the Global Supplemental Indenture dated as of April 10, 2015, among the Company, the Parent Guarantor and the Trustee (the “ Global Supplemental Indenture ”) (as so amended, restated and supplemented, the “ Original Indenture ”);

WHEREAS, the Original Indenture was amended and restated by the Amended and Restated Indenture dated as of June 1, 1994, between the Company and The Bank of New York, as supplemented by (a) the Instrument of Registration, Appointment and Acceptance dated as of May 15, 1995, among the Company, The Bank of New York and the Trustee, as successor trustee and (b) the Global Supplemental Indenture (as so amended, restated and supplemented, the “ First Amended and Restated Indenture ”);

WHEREAS, the First Amended and Restated Indenture was amended and restated by the Second Amended and Restated Indenture dated as of June 1, 1994, between the Company and the Trustee, as supplemented by (a) the First Supplemental Indenture dated as of August 1, 1996; (b) the Second Supplemental Indenture dated as of April 9, 2009; and (c) the Global Supplemental Indenture (as so amended, restated and supplemented, the “ Second Amended and Restated Indenture ”);

WHEREAS, the Second Amended and Restated Indenture was amended and restated by the Third Amended and Restated Indenture, dated as of February 27, 1997 between the Company and the Trustee as successor to JP Morgan Chase Bank, National Association (formerly known as The Chase Manhattan Bank), as amended by (a) the First Supplemental Indenture dated as of May 3, 1999; (b) the Second Supplemental Indenture dated as of July 2, 2001; (c) the Third Supplemental Indenture dated as of November 22, 2002; (d) the Fourth Supplemental Indenture dated as of August 24, 2007; (e) the Fifth Supplemental Indenture dated as of December 2, 2008; (f) the Sixth Supplemental Indenture dated as of April 2, 2009; and (g) the Global Supplemental Indenture (as so amended, restated and supplemented, the “ Third Amended and Restated Indenture ”, and together with the Original Indenture, the First Amended and Restated Indenture, the Second Amended and Restated Indenture, the “ Indenture ” or the “ Indentures ”, as the context requires), pursuant to which the Securities have been issued. All capitalized terms used and not defined herein shall have the meanings assigned to them in the Indentures;

WHEREAS, the Company has proposed to merge (the “ Merger ”) with and into the Successor Company, which will continue as the surviving corporation under the name “General Electric Company”;

WHEREAS, Section 10.01(a) of each of the Indentures provides that the Company and the Trustee may enter into a supplemental indenture without the consent of the Securityholders in order to evidence the succession of another company to the Company, or successive successions, and the assumption by the successor company of the covenants, agreements and obligations of the Company pursuant to Article Eleven thereof;

WHEREAS, the Successor Company is a corporation organized and existing under the laws of the United States of America or a State thereof;

WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Agreement to amend and supplement the Indentures and has requested that the Trustee join in the execution of this Agreement; and

WHEREAS, all things necessary to make this Agreement a valid agreement of the Company, the Parent Guarantor, the Successor Company and the Trustee and a valid amendment of and supplement to each of the Indentures have been done.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Parent Guarantor, the Successor Company and the Trustee hereby agree as follows:

SECTION 1. Assumption. Pursuant to Section 11.01 of each of the Indentures, the Successor Company, as the surviving corporation of the Merger, hereby, as of the effective time and date of the Merger and subject to the effectiveness thereof, expressly assumes the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Outstanding Securities and Coupons, if any, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company.

SECTION 2. Representation and Warranties. Immediately after the effective time of the Merger, (i) the Successor Company will not be in default in the performance of any covenant or condition of the Indentures assumed by the Successor Company in Section 1 hereof, and (ii) the Trustee and each of the Securityholders shall be entitled to all of the benefits of all of the rights, privileges, immunities and indemnities for the Trustee and each of the Securityholders provided for in each of the Indentures.

SECTION 3. Incorporation of Indenture. All the provisions of this Agreement shall be deemed to be incorporated in, and made a part of, each of the Indentures; and each Indenture, as supplemented and amended by this Agreement, shall be read, taken and construed as one and the same instrument.

SECTION 4. Headings. The headings of the Sections of this Agreement are inserted for convenience of information and reference and shall not be deemed to be a part thereof.

SECTION 5. This Agreement 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 6. Counterparts. This Agreement 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 7. Regarding the Trustee. The Trustee shall not be responsible for the correctness of the recitals herein, and makes no representation as to the validity or the sufficiency of this Agreement.

SECTION 8. Notices. For purposes of Section 14.03 of each of the Indentures, the address of the Successor Company is:

201 High Ridge Road

Stamford, Connecticut 06927

United States of America

Attention: Senior Vice President and Treasurer

Facsimile: 203-585-1191

SECTION 9. Notice of Merger. The Successor Company shall give the Trustee prompt notice of the effective time and date of the Merger.

SECTION 10. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date as first mentioned above.


GENERAL ELECTRIC CAPITAL
CORPORATION, as the Company

By:	/s/ Daniel C. Janki
	Name: Daniel C. Janki
	Title:	Senior Vice President—Corporate
		Treasury and Global Funding Operation

GENERAL ELECTRIC COMPANY, as Parent Guarantor

By:	/s/ Daniel C. Janki
	Name: Daniel C. Janki
	Title: Senior Vice President and Treasurer

GENERAL ELECTRIC COMPANY, as Successor Company

By:	/s/ Daniel C. Janki
	Name: Daniel C. Janki
	Title: Senior Vice President and Treasurer

[ Signature Page to Second Global Supplemental Indenture to Third Amended and Restated February 27, 1997 Indenture ]


THE BANK OF NEW YORK MELLON, as Trustee

By:		/s/ Laurence J. O’Brien
		Name: Laurence J. O’Brien
		Title: Vice President

[ Signature Page to Second Global Supplemental Indenture to Third Amended and Restated February 27, 1997 Indenture ]

Exhibit 5.1

LOGO

767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

December 3, 2015

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

Ladies and Gentlemen:

We have acted as counsel to General Electric Company, a New York corporation (the “ Company ”), in connection with the issuance by the Company of 2,777,625 shares (the “ Series A Shares ”) of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value, $1.00 per share (“ Series A ”), 2,072,525 shares (the “ Series B Shares ”) of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value, $1.00 per share (“ Series B ”) and 1,094,100 shares (the “ Series C Shares, ”) of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share (“ Series C ,” and together with Series A and Series B, the “ Preferred Stock ”). The Series A Shares, the Series B Shares and the Series C Shares shall be collectively referred to as the “ Shares .”

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of: (i) the Restated Certificate of Incorporation of the Company; (ii) the Amended and Restated Bylaws of the Company; (iii) the Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as filed with the Secretary of State of the State of New York designating the Preferred Stock; (iv) the forms of certificates evidencing each series of the Preferred Stock of the Company; and (v) such other corporate records, agreements, documents and other instruments, and such other certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that, the Shares are validly issued, fully paid and non-assessable.


General Electric Company

Page 2

The opinion expressed herein is limited to the corporate laws of the State of New York and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the filing of this letter as an exhibit to a Current Report on Form 8-K filed by the Company and to the incorporation of this letter by reference into the Registration Statement on Form S-3 (File No. 333-186882) (as amended, the “ Registration Statement ”) and to the reference to our firm under the caption “Validity of the New Preferred Stock” in the Prospectus Supplement, dated December 1, 2015, to the Prospectus, dated February 26, 2013, which is a part of the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.


Very truly yours,

By:		/s/ Weil, Gotshal & Manges LLP
Name: Weil, Gotshal & Manges LLP