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SECURITIES OFFERED

Using this prospectus, we may oÅer senior or subordinated debt securities (collectively, the ""debt securities''), warrants to purchase debt securities, variable cumulative preferred stock and preferred stock. In addition, we may issue guarantees, direct-pay letters of credit and indebtedness evidenced by promissory notes or loan obligations, including interests therein. We registered these securities with the SEC using a ""shelf'' registration statement. This ""shelf'' registration statement allows us to oÅer any combination of these securities. Each time we oÅer securities, we must provide a prospectus supplement that describes the speciÑc terms of the securities. The prospectus supplement may also provide new information or update the information in the prospectus.

DESCRIPTION OF DEBT SECURITIES

General

The description below of the general terms of the debt securities issued under this prospectus will be supplemented by the more speciÑc terms in the applicable prospectus supplement.

The senior debt securities will be issued pursuant to an Amended and Restated Indenture, between us and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), dated as of February 27, 1997, as supplemented by a Supplemental Indenture dated as of May 3, 1999, a Second Supplemental Indenture dated as of July 2, 2001 and a Third Supplemental Indenture dated November 22, 2002 and pursuant to an Amended and Restated Indenture, between us and JPMorgan Chase Bank, N.A., dated as of February 28, 1997, as supplemented by a First Supplemental Indenture dated as of July 2, 2001 (collectively, the ""senior indentures''). The subordinated debt securities will be issued pursuant to a Subordinated Debt Indenture to be entered into between us and JPMorgan Chase Bank, N.A. (the ""subordinated indenture'' and, together with the senior indentures, the ""indentures''). None of the indentures limits the amount of debt securities or other unsecured debt which we may issue.

In addition to the following description of the debt securities, you should refer to the detailed provisions of each indenture, copies of which are Ñled as exhibits to the registration statement.

The prospectus supplement will specify the following terms of such issue of debt securities:

‚ the designation, the aggregate principal amount and the authorized denominations if other than the denominations set forth in the applicable indenture;

‚ the percentage of their principal amount at which the debt securities will be issued; ‚ the date or dates on which the debt securities will mature; ‚ whether the debt securities will be senior or subordinated obligations;

‚ if the debt securities are subordinated debt securities, whether the subordination provisions summa- rized below or diÅerent subordination provisions will apply;

‚ any deletions or modiÑcations of or additions to the Events of Default described below or the covenants of GECC set forth in the applicable indenture;

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