CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount of Registration Fee |
| Senior Notes | $35,000,000 | $4,774.00 |
|
PROSPECTUS Dated December 1, 2011 |
Pricing Supplement Number: 5642 Filed Pursuant to Rule 424(b)(2) |
|
PROSPECTUS SUPPLEMENT Dated December 1, 2011 |
Dated November 8, 2012 Registration Statement: No. 333-178262 |
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Senior Unsecured Floating Rate Notes)
Investing in these notes involves risks. See "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission and in the Prospectus and Prospectus Supplement pursuant to which these notes are issued.
| Issuer: | General Electric Capital Corporation |
| Trade Date: | November 8, 2012 |
| Settlement Date (Original Issue Date): | November 16, 2012 |
| Maturity Date: | May 16, 2014 |
| Principal Amount: | US $35,000,000 |
| Price to Public (Issue Price): | 100.000% |
| Agents Commission: | 0.10% |
| All-in Price: | 99.90% |
| Net Proceeds to Issuer: | US $34,965,000 |
| Interest Rate Basis (Benchmark): | LIBOR, as determined by Reuters |
| Index Currency: | U.S. Dollars |
| Spread (Plus or Minus): | Plus 0.20% |
| Index Maturity: | Three Months |
| Interest Payment Period: | Quarterly |
| Interest Payment Dates: | Quarterly on the 16th day of each February, May, August, and November, commencing February 16, 2013 and ending on the Maturity Date |
| Initial Interest Rate: | To be determined two London Business Days prior to the Original Issue Date |
| Interest Reset Periods and Dates: | Quarterly on each Interest Payment Date |
| Page 2 |
| Filed Pursuant to Rule 424(b)(2) |
| Dated November 8, 2012 |
| Registration Statement No. 333-178262 |
| Interest Determination Date: | Quarterly, two London Business Days prior to each Interest Reset Date |
| Day Count Convention: | Actual/360, Modified Following Adjusted |
| Business Day Convention: | New York |
| Method of Settlement: | The Depository Trust Company |
| Trustee: | The Bank of New York Mellon |
| Denominations: | Minimum of $2,000 with increments of $1,000 thereafter. |
| Call Dates (if any): | Not Applicable |
| Call Notice Period: | Not Applicable |
| Put Dates (if any): | Not Applicable |
| Put Notice Period: | Not Applicable |
| CUSIP: | 36962G6J8 |
| ISIN: | US36962G6J83 |
Plan of Distribution:
The Notes are being purchased by the underwriter listed below (the "Underwriter"), as principal, at 100.000% of the aggregate principal amount less an underwriting discount equal to 0.10% of the principal amount of the Notes.
|
Institution Lead Manager: |
Commitment |
| Merrill Lynch, Pierce Fenner & Smith Incorporated | $35,000,000 |
| Total | $35,000,000 |
The Issuer has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.
| Page 3 |
| Filed Pursuant to Rule 424(b)(2) |
| Dated November 8, 2012 |
| Registration Statement No. 333-178262 |
Legal Matters:
In the opinion of Fred A. Robustelli, as counsel to the Company, when the securities offered by this prospectus supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such securities will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding of equity or law, provided that such counsel expresses no opinion as to the effect of any waiver of stay, extension or usury laws or provisions relating to indemnification, exculpation or contribution, to the extent that such provisions may be held unenforceable as contrary to federal or state securities laws, on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated December 1, 2011, which has been filed as Exhibit 5.1 to the Company’s registration statement on Form S-3 filed with the Securities and Exchange Commission on December 1, 2011.