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General Electric Capital Corporation - page 28 / 48





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‚ We will indicate in our prospectus supplement the commission that underwriters and agents soliciting purchases of our securities under delayed contracts will be entitled to receive.

Unless otherwise provided in the prospectus supplement accompanying this prospectus, neither the support obligations nor the interests therein will be oÅered or sold separately from the underlying securities to which they relate. The underlying securities will be oÅered and sold under a separate oÅering document.

NASD Regulations

GECC Markets Group, Inc. is an aÇliate of GECC and may participate as an underwriter in the distribution of securities issued pursuant to this prospectus. Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. imposes certain requirements when an NASD member such as GECC Capital Markets Group, Inc. distributes an aÇliated company's securities. As a result, we will conduct any oÅering in which GECC Capital Markets Group, Inc. acts as an underwriter in compliance with the applicable requirements of Rule 2720.

The maximum compensation we will pay to underwriters in connection with any oÅering of the securities will not exceed 8% of the maximum proceeds of such oÅering. All post-eÅective amendments or prospectus supplements disclosing the actual price and selling terms of each oÅering of the securities will be submitted to the NASD Corporate Financing Department at the same time they are Ñled with the SEC. The NASD Corporate Financing Department will be advised if, subsequent to the Ñling of any oÅering of the securities, any of our 5% or greater shareholders is or becomes an aÇliate or associated person of an NASD member participating in the distribution of such securities. All NASD members participating in oÅerings of the securities understand the requirements that have to be met in connection with SEC Rule 415 and Notice to Members 88-101.


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