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General Electric Capital Corporation - page 27 / 48





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PLAN OF DISTRIBUTION We may sell our securities through agents, underwriters, dealers or directly to purchasers. We may designate agents to solicit oÅers to purchase our securities.

‚ We will name any agent involved in oÅering or selling our securities, and any commissions that we will pay to the agent, in our prospectus supplement.

‚ Unless we indicate otherwise in our prospectus supplement, our agents will act on a best eÅorts basis for the period of their appointment.

‚ Our agents may be deemed to be underwriters under the Securities Act of 1933 of any of our securities that they oÅer or sell.

We may use an underwriter or underwriters in the oÅer or sale of our securities.

‚ If we use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or underwriters at the time that we reach an agreement for the sale of our securities.

‚ We will include the names of the speciÑc managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in our prospectus supplement.

‚ The underwriters will use our prospectus supplement to sell our securities. We may use a dealer to sell our securities. ‚ If we use a dealer, we, as principal, will sell our securities to the dealer.

‚ The dealer will then sell our securities to the public at varying prices that the dealer will determine at the time it sells our securities.

‚ We will include the name of the dealer and the terms of our transactions with the dealer in our prospectus supplement.

We may solicit directly oÅers to purchase our securities, and we may directly sell our securities to institutional or other investors. We will describe the terms of our direct sales in our prospectus supplement.

We may indemnify agents, underwriters, and dealers against certain liabilities, including liabilities under the Securities Act of 1933. Our agents, underwriters, and dealers, or their aÇliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business.

We may authorize our agents and underwriters to solicit oÅers by certain institutions to purchase our securities at the public oÅering price under delayed delivery contracts.

‚ If we used delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts.

‚ These delayed delivery contracts will be subject only to the conditions that we set forth in the prospectus supplement.


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