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EXHIBIT 24(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being
directors and/or officers of General Electric Company, a New York corporation
(the "Company"), hereby constitutes and appoints Benjamin W. Heineman, Jr.,
Dennis D. Dammerman, and Philip D. Ameen and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead in any
and all capacities, to sign one or more Registration Statements under the
Securities Act of 1933, as amended on Form S-3 or such other form as such
attorneys-in-fact may deem necessary or desirable, any amendments thereto, and
all post-effective amendments and supplements to such registration statement or
statements, all for use in connection with the registration for offering and
sale (a) of up to $300 million (or the equivalent thereof in foreign or
composite currencies) in aggregate principal amount of the Guaranteed
Subordinated Debt Securities (the "Securities") of General Electric Capital
Services, Inc., a wholly-owned direct subsidiary of the Company; and (b) of the
guaranty of the Company guaranteeing the payment of all principal of, premium,
if any, and interest on the Securities, and to file the same with all exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission, 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 so that such Registration Statement
or Registration Statements shall comply with the Securities and Exchange Act of
1933, as amended, and the applicable Rules and Regulations of the Securities
and Exchange Commission 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 or his substitute or resubstitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
hand this 23rd day of June, 1995.
JOHN F. WELCH, JR. DENNIS D. DAMMERMAN
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John F. Welch, Jr. Dennis D. Dammerman
Chairman of the Board and Director and Senior Vice
Chief Executive Officer President - Finance
(Principal Financial Officer)
PHILIP D. AMEEN
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Philip D. Ameen
Vice President and Comptroller
(Principal Accounting Officer)
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GERTRUDE G. MICHELSON
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H. Brewster Atwater, Jr. Gertrude G. Michelson
Director Director
D. WAYNE CALLOWAY ROGER S. PENSKE
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D. Wayne Calloway Roger S. Penske
Director Director
SILAS S. CATHCART BARBARA S. PREISKEL
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Silas S. Cathcart Barbara S. Preiskel
Director Director
FRANK H. T. RHODES
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Lawrence E. Fouraker Frank H. T. Rhodes
Director Director
PAOLO FRESCO ANDREW C. SIGLER
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Paolo Fresco Andrew C. Sigler
Director Director
CLAUDIO X. GONZALEZ
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Claudio X. Gonzalez Douglas A. Warner III
Director Director
ROBERT E. MERCER
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Robert E. Mercer
Director
A MAJORITY OF THE BOARD OF DIRECTORS