THE SHORT TERM PROMISSORY NOTES AND THE GUARANTEES WITH RESPECT THERETO HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 OF THE UNITED STATES OF AMERICA. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS.

COMMERCIAL PAPER PROGRAM

Information Memorandum For

Short Term Promissory Notes

of

GE CAPITAL CANADA FUNDING COMPANY

Unconditionally Guaranteed By

GENERAL ELECTRIC CAPITAL CORPORATION

This Information Memorandum does not in any way obligate GE Capital Canada Funding Company or General Electric Capital Corporation to accept any offer to purchase these Short Term Promissory Notes. No person has been authorized to give any information or to make any representation not contained in this Information Memorandum and, if given or made, such information or representation must not be relied upon as having been authorized.

May 17, 2001

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SHORT TERM PROMISSORY NOTES OF
GE CAPITAL CANADA FUNDING COMPANY

UNCONDITIONALLY GUARANTEED BY
GENERAL ELECTRIC CAPITAL CORPORATION

The Company: GE Capital Canada Funding Company (the “Company”) is an unlimited liability corporation incorporated under the laws of Nova Scotia on September 17, 1998 and is a wholly-owned affiliate of General Electric Capital Corporation. Its registered office is located at Purdy’s Wharf Tower One, P.O. Box 997, 1959 Upper Water Street, Halifax, Nova Scotia, B3J 2X2 and its principal place of business is located at 2300 Meadowvale Boulevard, Mississauga, Ontario, L5N 5P9.

The Company is primarily engaged in obtaining financing in public markets to fund the operations of affiliated companies in Canada. These affiliated companies engage in, among other things, financial and full service leasing of commercial equipment, automobile fleets, railcars, and computer systems, and asset-based commercial lending.

The Guarantor: General Electric Capital Corporation (the “Guarantor”) was incorporated in 1943 in the State of New York, under the provisions of the New York Banking Law relating to investment companies, as successor to General Electric Contracts Corporation, which was formed in 1932. Until November 1987, the name of the Guarantor was General Electric Credit Corporation. On May 25, 2000, the Guarantor’s Board of Directors adopted resolutions approving the reincorporation and change of domicile of the Guarantor from the State of New York to the State of Delaware. This reincorporation is expected to occur in the second quarter of 2001. All outstanding common stock of the Guarantor is owned by General Electric Capital Services, Inc., formerly General Electric Financial Services, Inc., the common stock of which is in turn wholly-owned directly or indirectly by General Electric Company (“GE Company”). The business of the Guarantor (which term, as used hereinafter under the above caption, means the Guarantor and its consolidated affiliates) originally related principally to financing the distribution and sale of consumer and other products of GE Company. Currently, however, the types and brands of products financed and the services offered are significantly more diversified. Very few of the products financed by the Guarantor are manufactured by GE Company.

The Guarantor operates in five operating segments. These operations are subject to a variety of regulations in their respective jurisdictions.

Services of the Guarantor are offered primarily in the United States, Canada, Europe and the Pacific Basin. The Guarantor’s principal executive offices are located at 260 Long Ridge Road, Stamford, Connecticut 06927, United States of America. At December 31, 2000, the Guarantor employed approximately 90,200 persons.

The Guarantor’s principal assets are classified as time sales and loans, investment in financing leases, equipment on operating leases and investment securities.

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Description of Short Term Promissory Notes
To Be Issued By GE Capital Canada Funding Company (the “Company”)
And Guaranteed By General Electric Capital Corporation (the “Guarantor”)

Purpose Of Issue: The net proceeds received from the sale of the Short Term Promissory Notes (the “Notes”) will be used to fund the operations of affiliated companies in Canada and for the general purposes of the Company.

Principal Amount: The Notes are issuable as and where required in an aggregate principal amount outstanding at any one time not exceeding $11,000,000,000 in Canadian currency.

Depository Notes: The Notes are depository notes subject to the Depository Bills and Notes Act (Canada).

Form: The Notes will be issued by the Company in the name of CDS & Co., nominee for The Canadian Depository for Securities Limited (“CDS”), and held by CDS on behalf of its participants in its Debt Clearing Service. The Notes may be issued as interest bearing Notes or as non-interest bearing Notes at a discount. No physical Notes will be issued or delivered other than global Notes in a minimum denomination or principal amount of $850,000 in Canadian currency and in integral multiples of $1,000 in Canadian currency thereafter; provided, however, that the minimum denomination or principal amount shall not be less than the equivalent of $500,000 in United States currency. The minimum subscription by a purchaser of Notes is $850,000 in Canadian currency; provided, however, that the minimum subscription amount shall not be less than the equivalent of $500,000 in United States currency. The Notes will be held by the Issuing Agent on behalf of CDS. Each issuance and placement of Notes is recorded by means of electronic book-entry.

Terms: The Notes will be issued in maturities ranging up to 182 days from date of issue.

Delivery: The Notes shall be delivered to the Issuing Agent, as custodian for CDS, against payment therefor.

Payment: At maturity, payment will be made by or on behalf of the Company to CDS only through the Large Value Transfer System.

Rates: Available upon request.

Guarantee: The Notes will be unconditionally guaranteed by the Guarantor.

Issuing Agent: The Bank of Nova Scotia pursuant to an Electronic Banking Agreement dated October 1, 1998 between the Issuing Agent and the Company as the same may be amended or replaced.

Eligibility: As outlined and qualified in the opinion of McCarthy Tétrault, special counsel to the Company, which opinion forms part of this Information Memorandum, the Notes are, at the date on which such opinion is provided, either not precluded as investments under or are authorized investments under:

(a) Insurance Companies Act (Canada);

(b) Trust and Loan Companies Act (Canada);

(c) Pension Benefits Standards Act, 1985 (Canada);

(d) Pension Benefits Act (Ontario);

(e) Insurance Act (Alberta);

(f) Loan and Trust Corporations Act (Alberta);

(g) Financial Institutions Act (British Columbia);

(h) An Act respecting insurance (Quebec) (for insurers incorporated under the laws of the Province of Quebec other than guarantee fund corporations);

(i) Supplemental Pension Plans Act (Quebec); and

(j) An Act respecting Trust Companies and Savings Companies (Quebec) (for a trust company investing in its own funds and funds received as deposits and for a saving company investing its funds.

Selling Restrictions: The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person. Terms used in this paragraph have the meanings given to them by U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder.

28

GE Capital Canada Funding Company

Borrowing Powers

“52. The directors on behalf of the Company may:

(i) raise or borrow money for the purposes of the Company or any of them;

(ii) secure, subject to the sanction of a special resolution where required by the Act, the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or any part of the Company, both present and future including its uncalled capital for the time being;

(iii) sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;

(iv) pledge debentures as security for loans; and

(v) guarantee obligations of any person.

53. Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

54. Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.”

The undersigned, Leslie J. Battrick, Assistant Secretary of GE Capital Canada Funding Company hereby certifies that the foregoing are true and correct copies of extracts from the Memorandum and Articles of Association of GE Capital Canada Funding Company, and that the provisions contained in such extracts are in full force and effect as of the date hereof.

Dated as of the 17th day of May, 2001.

Leslie J. Battrick
Assistant Secretary

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GE CAPITAL CANADA FUNDING COMPANY

Resolutions of the Board of Directors Authorizing the Issue and Sale of
Short Term Promissory Notes

WHEREAS on September 28, 1998, the Board of Directors of GE Capital Canada Funding Company (the “Company”) passed resolutions, among other things, authorizing the Company to borrow money from time to time in the short term money markets in an aggregate principal amount outstanding at any one time not exceeding $7,000,000,000 in lawful money of Canada (the “Commercial Paper Program”) and to enter into an Electronic Banking Agreement with The Bank of Nova Scotia (the “Bank”) providing for the appointment of the Bank as issuing agent of depository notes issued by the Company in connection with the Commercial Paper Program.

AND WHEREAS the Company desires to increase the aggregate principal amount that may be outstanding at any one time under the Commercial Paper Program to $11,000,000,000 in lawful money of Canada and to confirm certain other matters in connection with the Commercial Paper Program; now therefore:

RESOLVED that the Company is authorized to borrow money from time to time in the short term money markets on depository notes subject to the Depository Bills and Notes Act (Canada) (the “Notes”) with maturities of up to and including 182 days from their respective date of issue, issued in either non-interest bearing or interest bearing form, in an aggregate principal amount outstanding at any one time not exceeding $11,000,000,000 in lawful money of Canada; provided, however, that the minimum subscription by a purchaser of Notes is $850,000 in the lawful money of Canada; provided further that the minimum subscription amount shall not be less than the equivalent of $500,000 in United States currency; and provided further that all such Notes shall be guaranteed by General Electric Capital Corporation; and further

RESOLVED that the appointment of The Bank of Nova Scotia (the “Bank”) as the issuing agent for the Notes pursuant to the Electronic Banking Agreement made between the Company and the Bank dated October 1, 1998 (as the same may be amended or replaced, the “Electronic Banking Agreement”) and in connection with such other borrowings of the Company as the proper officers of the Company may from time to time determine, and the issuance of the Notes pursuant to the terms and conditions of the Electronic Banking Agreement are hereby confirmed; and further

RESOLVED that any one of the President, any Senior Vice-President, any Vice-President, any Assistant Vice-President, the Secretary or the Treasurer of the Company or any other person from time to time designated in writing by any two of them is authorized on behalf of the Company from time to time:

(a) to deposit with or negotiate or transfer to the Bank for the credit of the Company cash or any evidence of funds owing to the Company and the proceeds thereof by whatever means including, without limitation, by way of electronic communications using security cards or other security devices; and

(b) to administer the Company’s banking business in respect of the services provided by the Bank to the Company under the Electronic Banking Agreement referred to above including, without limitation, the verification of all accounts and records maintained by the Bank on behalf of the Company and the receipt of all documents relating to the functioning of the Company’s accounts; and further

RESOLVED that any one of the President, any Senior Vice-President, Vice-President, any Assistant Vice-President, the Secretary or the Treasurer of the Company or any other person from time to time designated in writing by any two of them is authorized on behalf of the Company from time to time:

(a) to withdraw funds from the Company’s accounts and to order transfer of funds by whatever means including, without limitation, by way of electronic communications using security cards or other security devices;

(b) to enter into contracts with the Bank in respect of obligations or liabilities incurred or to be incurred by the Bank on behalf of or for the benefit of the Company or in respect of the provision of services by the Bank to the Company;

(c) to borrow money and obtain other credit facilities from the Bank on the credit of the Company by whatever means including, without limitation, by way of electronic communications using security cards or other security devices;

(d) to delegate the authority conferred by this resolution; and

(e) generally to exercise all rights, powers and authorities which the Company’s board of directors may exercise under the authority of the Company’s constating documents and by-laws and the law governing the Company in order to give effect to the intent of this resolution or otherwise carry on the Company’s business with the Bank in respect of the services provided by the Bank to the Company under the Electronic Banking Agreement; and further

RESOLVED that any one of the officers of the Company designated in the immediately preceding resolution as being authorized on behalf of the Company or any other person from time to time designated in writing by any two of such officers is authorized on behalf of the Company from time to time to have access to, maintain, use and to change from time to time any or all of the Company’s codes or passwords of any nature whatsoever in connection with the operation of the services contemplated by the Electronic Banking Agreement referred to above; and further