424B2
Filed Pursuant to Rule 424(B)(2)
Registration No. 333-135813
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 17, 2006)
General Electric Capital Corporation
$11,000,000,000
Variable Denomination Floating
Rate Demand Notes
GE Interest Plus
The GE Interest Plus Notes (the Notes) are designed
to provide you with a convenient means of investing funds
directly with General Electric Capital Corporation (GE
Capital). The Notes will pay interest above the average
rate of taxable U.S. money market funds. The Notes are not
a money market fund, in which investors purchase an equity
interest in a diversified fund consisting of investments in
short term debt securities of many companies. The initial
interest rate applicable to the Notes and all subsequent changes
to the initial interest rate will be disclosed in pricing
supplements filed with the Securities and Exchange Commission in
accordance with Rule 424(b) under the Securities Act of
1933.
An investment in the Notes involves risks. See Risk
Factors on Page 1 of the accompanying prospectus. In
addition, you should carefully consider the following risk
factors, as well as the other information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and any applicable pricing supplement.
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We reserve the right to
modify, withdraw, or cancel the offer made by this prospectus
supplement, the accompanying prospectus and any applicable
pricing supplement at any time. |
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The Notes are not equivalent
to a deposit or other bank account and are not subject to the
protection of the Federal Deposit Insurance Corporation or any
other insurance. The Notes are not a brokerage account with GE
Capital Markets, Inc. or any other broker/ dealer and are not
protected by the Securities Investor Protection Corporation
under the Securities Investors Protection Act of 1970. |
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The Notes are not a money
market fund, in which investors purchase an equity interest in a
diversified fund consisting of investments in short term debt
securities of many companies, and are not subject to the
requirements of the Investment Company Act of 1940 (including
diversification of investments) or the Employee Retirement
Income Security Act of 1974, as amended. |
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All investments in the Notes
are senior, unsecured obligations of GE Capital and are not
obligations of or guaranteed by General Electric Company, the
Agent Bank or any other company. It is possible to lose money if
GE Capital is unable to pay its debts. |
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The weekly interest rate on
investments in the Notes may not provide a basis for comparison
with other investments which use a different method of
calculating a variable yield or which pay a fixed yield for a
stated period of time. The all-in return may also vary between
this and other investments based on the frequency of
reinvestment of interest earned. See The GE Interest Plus
Notes Interest below for a detailed
description of how interest is calculated and paid. |
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The Notes are not listed on
any securities exchange and there is no secondary market for the
Notes. |
For information regarding the GE Interest Plus Notes, please
call
1-800-433-4480
or access our website at www.geinterestplus.com.
Please read this prospectus supplement, the accompanying
prospectus and any applicable pricing supplement hereto
carefully and retain for future reference.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement, the accompanying prospectus or any
pricing supplement. Any representation to the contrary is a
criminal offense.
The Notes are offered through GE Capital Markets, Inc., as agent.
Prospectus Supplement dated July 17, 2006.
TABLE OF CONTENTS
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Prospectus Supplement
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Summary
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S-3 |
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The GE Interest Plus Notes
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Plan of Distribution
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Prospectus
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Risk Factors
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Where You Can Get More Information on GE Capital
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The Company
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Use of Proceeds
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Certain Terms of the Notes
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Plan of Distribution
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Legal Opinion
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Experts
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S-2
SUMMARY
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Issuer |
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General Electric Capital Corporation |
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Principal Executive Offices of GE Capital |
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260 Long Ridge Road, Stamford, CT 06927 (Telephone:
(203) 357-4000) |
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Title |
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Variable Denomination Floating Rate Demand Notes |
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Amount |
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Up to $11,000,000,000 aggregate initial offering price |
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Agent Bank |
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Union Federal Bank of Indianapolis |
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Servicing Agent |
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Open Solutions, Inc. |
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Investment Options |
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Quick Invest see
page S-6 |
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Auto Invest see
page S-7 |
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Check Mailed to Agent
Bank see page S-7 |
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Wire Transfer
see page S-7 |
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Direct Investment of Your
Payroll, Pension or Social |
Security
Check see page S-7
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Payroll
Deduction see page S-7 |
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Redemption Options |
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Quick Redemption
see page S-8 |
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By Check see
page S-8 |
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Written
Redemption see page S-8 |
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Wire Redemption
see page S-8 |
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Status |
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The Notes are unsecured and rank equally and ratably with all
other unsecured and unsubordinated indebtedness of
GE Capital. GE Capital had outstanding approximately
$343 billion in senior, unsecured debt obligations as of
March 31, 2006, that rank equally with the Notes.
GE Capital has not issued any secured debt or securities
that have priority over the Notes. |
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Interest |
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The Notes pay a floating rate of interest, which will always be
above the average rate of taxable money market funds in the
United States as published in Money Fund Report(TM). The
Notes are not a money market fund, in which investors purchase
an equity interest in a diversified fund consisting of
investments in short term debt securities of many companies.
Interest rates vary by an investors principal |
S-3
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amount of Notes or other factors as determined by the
GE Interest Plus Committee. The initial interest rate
applicable to the Notes and all subsequent changes to the
initial interest rate will be disclosed in pricing supplements
filed with the Securities and Exchange Commission. |
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Initial Investment Incentives |
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We may offer investment incentives to investors who make initial
investments in the Notes and additional incentives to investors
who make initial investments through payroll deductions. Whether
these or other incentives will be available at any time will be
determined by the GE Interest Plus Committee in its sole
discretion see page S-6. |
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Principal |
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The principal amount of your Notes is equal to the total amount
of your investments plus accrued and reinvested interest, less
fees, if any, and your redemptions. |
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Fees |
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Fees are assessed only for checks returned for insufficient
funds, wire redemptions, stop payment requests, checks written
for less than the $250 minimum, and for other unusual services. |
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Redemption at Option
of GE Capital |
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The Notes are redeemable by GE Capital at any time
see page S-9. |
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Form of Notes |
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The Notes are offered by prospectus only to persons whose
registered addresses are in the United States. The Notes are in
uncertificated form. |
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Taxation |
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Interest earned on Notes is subject to taxation regardless of
whether such interest is reinvested. Backup withholding and
information reporting may apply to certain persons
see page 6 of the accompanying prospectus. |
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Trustee |
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JPMorgan Chase Bank, N.A., under an Indenture dated as of
January 25, 2001. |
S-4
You should rely only on the information provided in this
prospectus supplement, the accompanying prospectus and any
applicable pricing supplement or incorporated by reference. We
have authorized no one to provide you with different
information. We are not making an offer of these securities in
any jurisdiction where the offer is not permitted. You should
not assume that the information in this prospectus supplement,
the accompanying prospectus or any applicable pricing supplement
is accurate as of any date other than their respective dates.
References in this prospectus supplement to
GE Capital, we, us and
our are to General Electric Capital Corporation.
THE GE INTEREST PLUS NOTES
Interest
The Notes will have no stated maturity and will earn interest at
floating rates, to be determined by the GE Interest Plus
Committee. The rate of interest on the Notes will always be
greater than the most recent seven-day average yield
(non-compounded) for taxable money market funds in the United
States as published in Money Fund Report(TM)*, a service of
iMoneyNet, Inc. (formerly IBC Financial Data, Inc.). The Notes
are not a money market fund, in which investors purchase an
equity interest in a diversified fund consisting of investments
in short term debt securities of many companies. Rates vary by
an investors principal amount of Notes or other factors as
determined by the GE Interest Plus Committee. Interest on the
Notes will accrue daily. The rate of interest paid for any
period on the Notes is not an indication or representation of
future rates. Accrued interest will be credited and
automatically reinvested in additional Notes monthly and will
begin to accrue interest on the first day following the date of
such reinvestment. If in any week the Money Fund Report(TM) is
not available or publication of such seven-day average yield is
suspended, the seven-day average yield at such time shall be an
approximately equivalent rate determined by the GE Interest Plus
Committee.
* Money Fund Report is a registered trademark of
iMoneyNet, Inc. and is published weekly. Money Fund Report
states that the yield information obtained from the money market
funds is screened by the publisher, but no guarantee of the
accuracy of the information contained therein is made by
iMoneyNet, Inc.
Fees
There are no maintenance fees or charges for check redemptions,
no sales loads, and no charges for investing or for ongoing
management. There are fees for checks returned for insufficient
funds, wire redemptions, stop payment requests, checks written
for less than the $250 minimum requirement, and other
unusual services, which will be directly debited from the
aggregate principal amount of your Notes.
S-5
Investor Statements
You will receive regular statements (via mail or electronically)
showing a summary of all of your transactions in the Notes,
interest earned, the principal amount of Notes held by you at
the open and close of the period, and other important
information. Redemption checks on which payment has been made
will not be returned to you, but the check number, date of
payment and the amount of each check will be indicated on your
statement. However, if you have established on-line access, you
may view redemption check images on-line at the GE Interest Plus
website.
Initial Investment Incentives
We may from time to time offer marketing incentives to certain
investors making an initial investment in the Notes, depending
on the amount of the initial investment and/or enrollment in an
automatic investment option or certain payroll deduction
programs. These incentives have in the past, and may in the
future, include offers to issue to initial investors an
additional principal amount of Notes. Whether these or other
incentives will be available at any time will be determined by
the GE Interest Plus Committee in its sole discretion and
will be disclosed in pricing supplements filed with the SEC in
accordance with Rule 424(b) under the Securities Act of
1933.
Agent Bank and Servicing Agent
We have engaged Union Federal Bank of Indianapolis to process
funds receipts and disbursements and related services. We refer
to Union Federal Bank of Indianapolis as the Agent
Bank in this prospectus supplement. We have also engaged
Open Solutions, Inc. to perform recordkeeping, investor
servicing and other services in connection with the Notes. We
refer to Open Solutions, Inc. as the Servicing Agent
in this prospectus supplement. For these services, we pay the
Agent Bank and the Servicing Agent an administrative fee.
How to Invest
To invest in the Notes, complete an application and enclose a
check for your initial investment (or, if applicable, a GE
payroll deduction card). Cash, money orders, travelers
checks, starter checks, cashiers checks, credit card
checks, foreign checks and third party checks are not
acceptable. Currently, the minimum initial investment is $500,
or $250 if you enroll in the Auto Invest service. If
the principal amount of your Notes falls below these minimum
investment levels, we reserve the right to redeem your Notes and
return the proceeds to you, or deduct a monthly maintenance fee
from the principal amount of your Notes.
After your initial investment in the Notes, you may invest in
additional Notes at any time, without charge, by any of the
following methods:
BY QUICK INVEST. If you indicated on your application
that you wish to participate in the Quick Invest
service, you may instruct the Servicing Agent by telephone at
any time during regular business hours to withdraw any amount of
funds (minimum $25) from your pre-designated
S-6
bank account and invest the funds in additional Notes through an
electronic automated clearinghouse (ACH) transfer. To set up
Quick Invest, you must have provided us with a
voided blank check to verify your checking account. Your
investment will be made and interest will begin to accrue on the
same day your money is transferred. Investments made by ACH
cannot be redeemed until the later of (1) three business
days after the electronic transfer is first completed or
(2) when the electronic transfer clears.
BY AUTO INVEST (automatic monthly investment from a bank
account). You may withdraw a fixed amount from your checking
account on a monthly basis through an ACH transfer (minimum $25)
and use the funds to invest in additional Notes. To set up
Auto Invest, you must provide us with a voided blank
check to verify your checking account. Your investment will be
made and interest will begin to accrue on the same day your
money is transferred. Investments made by ACH cannot be redeemed
until the later of (1) three business days after the
electronic transfer is completed or (2) when the electronic
transfer clears.
BY CHECK MAILED TO AGENT BANK. Mail your investment to:
GE Interest Plus, P.O. Box 6293, Indianapolis,
Indiana 46206-6293. Your investment will be made and interest
will begin to accrue on the first business day that the Agent
Banks processing unit receives your check provided that
the check is received prior to 3:00 p.m. Eastern Time.
Investments made by check cannot be redeemed until the later of
(1) twelve business days after the check is first invested
in the Notes or (2) when the check clears.
BY WIRE TRANSFER. Wire funds to GE Interest Plus, Union
Federal Bank, Indianapolis, IN, ABA No. 274070442. Include
your name and account number in the wire instruction. Your
investment will be made and you will begin earning interest on
the same business day the wire is received provided that the
funds have been received by 2:30 p.m. Eastern Time.
Investments made by wire transfer can be redeemed one business
day after the date of credit.
BY DIRECT INVESTMENT OF YOUR PAYROLL, PENSION OR SOCIAL
SECURITY CHECK. You may instruct your employer or the Social
Security Administration, as appropriate, to invest your entire
payroll, pension or social security check directly in the Notes.
Your investment will begin to accrue interest on the day it is
transferred for investment in the Notes. Investments made in
this manner can be redeemed one business day after the date of
credit.
BY PAYROLL DEDUCTION. General Electric Company, its
subsidiaries, and certain other companies allow employees to
have a fixed amount deducted from each paycheck (minimum $25)
and invested in the Notes. (GE employees who invest in the Notes
and elect payroll deduction do not need to make any initial
investment). Your investment will begin to accrue interest on
the business day it is transferred for investment in the Notes.
Investments made by payroll deduction can be redeemed one
business day after the date of credit.
All investments must be made in U.S. dollars drawn on a
U.S. bank. You may change or terminate your investments by
payroll deduction or other automatic investment at any time.
S-7
For purposes of investments in the Notes, a business
day is a day on which both the Agent Bank and the Federal
Reserve Bank of Chicago are fully open for business.
How To Redeem
You may redeem any part of your Notes at any time as described
below. Interest on redeemed investments will accrue to, but not
including, the date of redemption. You may redeem all of your
Notes only by use of the written redemption option described
below. Checks will be mailed to you automatically shortly after
you make an initial investment in the Notes.
QUICK REDEMPTION. If you indicated on your application,
or by subsequent written request, that you wish to participate
in the Quick Redemption service, you may instruct
the Servicing Agent, through the automated telephone line or
through our Account Access website, to redeem your
GE Interest Plus notes (minimum of $25, maximum of $50,000)
and have the proceeds transferred to your pre-designated bank
checking account through an electronic automated clearinghouse
(ACH) transfer. To use this option you must have provided us
with a voided blank check to verify your checking account. After
you enter your Quick Redemption transaction into our automated
phone system or Account Access website, you will be
provided with the date that the redemption proceeds will be
transferred. Interest will accrue on your Notes to, but not
including, the business day on which the redemption proceeds are
transferred.
REDEMPTION BY CHECK. You may make redemption checks
payable to anyone in the amount of $250 or more. If the amount
of the redemption check is less than $250, the check will be
honored, but a fee of $10 will be debited from the principal
amount of your Notes by the Agent Bank. If the amount of the
redemption check is greater than the principal amount of your
Notes, the check will not be honored and we will deduct from the
principal amount of your Notes a returned check fee, in an
amount periodically determined by the GE Interest Plus
Committee (currently $20). Generally, your redemption will be
made on the day the Agent Banks processing unit receives
your redemption check for payment. Even if your Notes are held
jointly with someone else, only one signature will be required
on a redemption check unless you have otherwise specified. The
check redemption feature does not create a deposit or a banking
relationship with the Agent Bank, GE Capital or General Electric
Company.
WRITTEN REDEMPTION. You may redeem any part of or all of
your Notes by written request, including the signatures of all
registered owners (including joint owners) of the Notes. A
check, payable to the registered owners, for the requested
amount (or in an amount equal to the principal amount of your
Notes if you are redeeming all of your Notes) will be mailed to
the registered noteholders address.
WIRE REDEMPTION. You can redeem any part of your Notes,
subject to a $2,500 minimum, by wire transfer if you have
pre-authorized the wire redemption option. Wire redemption
proceeds can only be wired to the U.S. bank account you
have designated on your application. To change this designation,
a written request signed by all registered owners of the Notes,
with all signatures
S-8
guaranteed by a financial institution that is a member of the
Securities Transfer Agents Medallion Program 2000 (STAMP
2000), for example, a brokerage firm, commercial bank or
other financial institution, must be submitted to the Agent
Bank. Funds will be wired on the same business day as the
receipt of your wire redemption request, provided that your
request is received by the Agent Bank by 12:00 noon Eastern
Time. Wire redemption requests received after 12:00 noon Eastern
Time on any business day will be processed on the next business
day. If your designated bank is not a member of the Federal
Reserve system, there may be a delay in wiring funds. Each wire
transfer will incur a processing charge of $15 from the Agent
Bank, and may also incur an additional charge from your bank or
financial institution. The Agent Banks records of the wire
instructions are binding.
Optional Redemption by GE Capital
We may redeem, at any time at our option, all or any part of the
Notes. Any partial redemption of Notes will be effected by lot,
or pro rata, or by any other method that is deemed fair and
appropriate by the trustee for the Notes, except that we may
redeem all of the Notes not meeting guidelines established from
time to time by the GE Interest Plus Committee. We will give at
least 30 days prior written notice to you if we decide to
redeem your Notes. The Notes (or portion thereof) being so
redeemed, plus accrued and unpaid interest thereon to, but not
including, the date of redemption, will be paid by check to the
registered holder of the Notes, less any tax withholding, if
applicable. Interest on the redeemed amount shall cease to
accrue on and after the effective date of redemption.
PLAN OF DISTRIBUTION
The Notes are offered in the United States only, on a continuing
basis through GE Capital Markets, Inc., a wholly owned
subsidiary of GE Capital, acting as agent. No commissions
will be paid to such agent for any sales of the Notes. We will
pay the agents expenses incurred in connection with the
offering of the Notes. GE Capital Markets, Inc. may be
deemed to be an underwriter within the meaning of
the Securities Act of 1933, as amended (the Securities
Act). We have agreed to indemnify the agent against
certain liabilities, including liabilities under the Securities
Act, or to contribute to payments that they may be required to
make in connection with such indemnification. We also may from
time to time designate other agents through whom Notes may be
offered.
The Notes are being offered only to persons whose registered
addresses are in the United States. If at any time your
registered address is outside of the United States, we may
redeem all of your Notes. See above The GE Interest Plus
Notes Optional Redemption By GE Capital.
We reserve the right to withdraw, cancel or modify the offer to
sell Notes at any time. We have the sole right to accept offers
to purchase Notes and may reject any proposed purchase of Notes
in whole or in part.
S-9
You should rely only on the information
contained in this document or that we have
otherwise referred you to. We have not
authorized anyone else to provide you with
information that is different. We are not
making an offer of these Notes in any state
where the offer is not permitted. The
information in this document is current only
as of the date of this document, regardless of
the time of delivery of this document or any
sale of the Notes.
For Additional Information Concerning
GE Interest Plus, write to:
GE Interest Plus
P.O. Box 6294
Indianapolis, IN 46206-6294
For Current Rates and Other Information:
Call 1-800-433-4480 or visit us at
www.geinterestplus.com
GE Interest Plus*
General Electric
Capital Corporation
$11,000,000,000
Variable Denomination
Floating Rate Notes
Prospectus Supplement
July 17, 2006