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EXHIBIT 4(b)
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
to be 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., 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. Except as otherwise provided
in Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository.
No. R-
GENERAL ELECTRIC COMPANY
$
% Notes due
CUSIP: Original Issue Date:
ISIN:
Common Code:
Stated Maturity: Interest Rate:
Principal Amount:
Redeemable:
GENERAL ELECTRIC COMPANY, a corporation duly organized and existing under
the laws of the State of New York (herein referred to as the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & CO. or registered
assigns, the Principal Amount specified above on the Stated Maturity specified
above, and to pay interest on said Principal Amount from the Original Issue Date
specified above or from the most recent interest payment date (each such date,
an "Interest Payment Date") to which interest has been paid or duly provided
for, semi-annually in arrears on and in each year, commencing ,
at the Interest Rate per annum specified above, until the Principal Amount shall
have been paid or duly provided for. Interest shall be computed on the basis of
a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date, as provided in the Indenture, as hereinafter defined,
shall be paid to the Person in whose name this Note (or one or more Predecessor
Securities) shall have been registered at the close of business on the regular
record date with respect to such Interest Payment Date, which shall be the close
of business on the , in the case of the Interest Payment Dates, or the
, in the case of the Interest Payment Dates, next preceding such
Interest Payment Date; provided, that interest payable on the Stated Maturity
Date or any redemption date shall be paid to the Person to whom principal shall
be paid. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the holder on such regular record date and
shall be paid as provided in said Indenture.
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If any Interest Payment Date, any redemption date or the Stated Maturity is
not a Business Day, then payment of the amounts due on this Note on such date
will be made on the next succeeding Business Day, and no interest shall accrue
on such amounts for the period from and after such Interest Payment Date,
redemption date or Stated Maturity, as the case may be, with the same force and
effect as if made on such date.
This Note is one of a duly authorized series of Securities of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, as
hereinafter defined, all issued or to be issued in one or more series under and
pursuant to a Senior Note Indenture dated as of duly executed and delivered
between the Company and The Bank of New York, a New York banking corporation, as
Trustee (herein referred to as the "Trustee") (such Indenture, as originally
executed and delivered and as thereafter supplemented and amended being herein
referred to as the "Indenture"), to which Indenture and all indentures
supplemental thereto or Company Orders reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Notes.
By the terms of the Indenture, the Notes are issuable in series which may vary
as to amount, date of maturity, rate of interest and in other respects as in the
Indenture provided. This Note is one of the series of Notes designated on the
face hereof.
This Global Note is exchangeable for Notes in definitive registered form
only under certain limited circumstances set forth in the Indenture.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note upon compliance by the Company with certain conditions
set forth therein.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Notes of all series affected at the time outstanding
voting as one class to execute supplemental indentures for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Notes of such series; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity date or dates
of any Notes of any series; (ii) extend the time of payment of interest or on
any sinking fund payment, other than extensions permitted pursuant to Section
2.01 of the Indenture; (iii) reduce the rate of interest on any Notes; (iv)
reduce the principal amount due for payment on any Note; (v) make the principal,
premium, if any, or interest on a Note payable in any coin or currency other
than that provided in such Note; (vi) modify any redemption or repurchase right
to the detriment of a holder of the Notes; (vii) impair the right of any holder
of the Notes to institute suit for payment; (viii) reduce the aforesaid
percentage of Notes, the holders of which are required to consent to any such
supplemental indenture, or reduce the percentage of Notes, the holders of which
are required to waive any covenant or default and its consequences; (ix) waive
any past payment default; or (x) modify any provision of Section 9.02 of the
Indenture, without the consent of the holders of each Note
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then outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of a majority in aggregate principal amount of the Notes
of any series at the time outstanding affected thereby, on behalf of the holders
of the Notes of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences, except a default in
the payment of the principal of, or premium, if any, or interest on, any of the
Notes of such series as and when the same shall become due by the terms of the
Notes otherwise than by acceleration (unless such default has been cured and a
sum sufficient to pay all matured installments of interest and principal
otherwise than by acceleration and any premium has been deposited with the
Trustee in accordance with the Indenture) or a call for redemption of Notes of
that series. Any such consent or waiver by the registered holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders and owners of this Note and of any
Note issued in exchange herefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable by the registered holder hereof on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company as may be designated by the
Company accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Security Registrar may deem and
treat the registered holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for the purpose
of receiving payment of or on account of the principal hereof and premium, if
any, and (subject to Section 2.03 of the Indenture) interest due hereon and for
all other purposes, and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
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The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series of a different authorized denomination, as requested by the holder
surrendering the same.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be governed by the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State,
without regard to conflicts of laws provisions thereof.
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This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.
IN WITNESS WHEREOF, the Company has caused this Instrument to be executed.
GENERAL ELECTRIC COMPANY
By:
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Title: Vice President and Treasurer
Attest:
By:
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Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes designated in accordance
with, and referred to in, the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By:
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Authorized Signatory
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
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(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
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ASSIGNEE) the within Note and all rights thereunder, hereby
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irrevocably constituting and appointing such person attorney to
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transfer such Note on the books of the Issuer, with full
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power of substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever and NOTICE:
Signature(s) must be guaranteed by a financial institution that is a
member of the Securities Transfer Agents Medallion Program ("STAMP"),
the Stock Exchange Medallion Program ("SEMP") or the New York Stock
Exchange, Inc. Medallion Signature Program ("MSP").
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