GENERAL ELECTRIC COMPANY (“COMPANY”) DEBT SECURITIES UNDERWRITING AGREEMENT

The opinion referred to in Section 5(b) shall be delivered by Gibson, Dunn & Crutcher LLP.

In connection with the issuance of the Designated Securities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”) to be dated on or around May 17, 2017, between the Company and The Bank of New York Mellon acting through its London Branch.

The following section shall be added to the opinion referred to in Section 5(c):

“The Paying Agency Agreement has been duly authorized and, when executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally).”

Davis Polk & Wardwell shall deliver an opinion that the statements in the Prospectus under the caption “United States Tax Considerations,” insofar as they constitute summaries of matters of U.S. federal income and estate tax law and regulation or legal conclusions with respect thereto, fairly present the matters described therein in all material respects.

Notices to the Company pursuant to Section 10 shall be sent to 901 Main Avenue, 5th Floor, Norwalk, CT 06851.

Notices to the Underwriters pursuant to Section 10 shall be sent to:

BNP Paribas

10 Harewood Avenue

London, NW1 6AA

United Kingdom

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London, E14 5LB

United Kingdom

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London, EC2N 2DB

United Kingdom

HSBC Bank plc

8 Canada Square

London, E14 5HQ

United Kingdom

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London, E14 5JP

United Kingdom

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Attention: Syndicate Desk
Fax: +44-20-7995-0048

The following section is added to the Standard Provisions: “In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies its clients, which may include the name and address of their clients, as well as other information that will allow the underwriters to properly identify their clients.”

The following section is added to the Standard Provisions: “As between the Underwriters, the execution of this Underwriting Agreement by all parties hereto will constitute acceptance by each Underwriter of the ICMA Agreement Among Managers New York Version 1 (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to the execution of this Agreement. For purposes of the Agreement Among Managers, references to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to the Representatives, and references to “Settlement Lead Manager” shall be deemed to refer to Merrill Lynch International. As applicable to the Underwriters, Clause 3 of the Agreement Among Managers shall be deemed to be deleted in its entirety and replaced with Section 9 of the Standard Provisions. Except as provided in this Agreement, the Underwriters shall pay their own expenses relating to the transactions contemplated hereunder. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”).”

The following section is added to the Standard Provisions: “The Company hereby authorizes Merrill Lynch International in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Designated Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.”

The following section is added to the Standard Provisions: “(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept and agree to be bound by:

(i)       the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(A)       the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(B)       the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations;

(C)       the cancellation of the BRRD Liability;

(D)       the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

(E)       the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

(b)       As used in this Section:

(i)       “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

(ii)       “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

(iii)       “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

(iv)        “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

(v)       “BRRD Party” means any Underwriter subject to Bail-in Powers.

(vi)       “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

(vii)       “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.”

In addition to the representations and warranties of the Company contained in Section 1(a) of the Standard Provisions, the following section is added:

“The Company has instituted and maintains policies and procedures designed to prevent violation by the Company and its consolidated affiliates (taken as a whole) of any applicable anti-money laundering, anti-bribery or anti-corruption laws, regulations and rules and any applicable international trade control and economic sanctions.”

The following section is added to Section 3(a) of the Standard Provisions:

“(6) The Company will use its commercially reasonable efforts to list the Designated Securities, subject to notice of issuance, for trading on the New York Stock Exchange.”

The following section is added to Section 3(b) of the Standard Provisions:

“At the Closing Time or as soon as practicable thereafter (and in any event, no later than one week after the Closing Time), each Underwriter shall provide to the Company an executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor form having substantially the same effect) in connection with the payment of any fees or other compensation payable by the Company to such Underwriter in its capacity as an Underwriter in relation to the issuance of the Designated Securities. For the avoidance of doubt, a failure by any Underwriter to provide a form W-8BEN-E to the Company shall not constitute a breach of this Underwriting Agreement by any other Underwriter.”

The following section is added to Section 5 of the Standard Provisions:

“(F) The Representatives shall have received an executed copy of the Paying Agency Agreement.”

The opinion referred to in Section 5(b) shall be delivered by Gibson, Dunn & Crutcher LLP.

In connection with the issuance of the Designated Securities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”) to be dated on or around May 17, 2017, between the Company and The Bank of New York Mellon acting through its London Branch.

The following section shall be added to the opinion referred to in Section 5(c):

“The Paying Agency Agreement has been duly authorized and, when executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally).”

Davis Polk & Wardwell shall deliver an opinion that the statements in the Prospectus under the caption “United States Tax Considerations,” insofar as they constitute summaries of matters of U.S. federal income and estate tax law and regulation or legal conclusions with respect thereto, fairly present the matters described therein in all material respects.

Notices to the Company pursuant to Section 10 shall be sent to 901 Main Avenue, 5th Floor, Norwalk, CT 06851.

Notices to the Underwriters pursuant to Section 10 shall be sent to:

BNP Paribas

10 Harewood Avenue

London, NW1 6AA

United Kingdom

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London, E14 5LB

United Kingdom

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London, EC2N 2DB

United Kingdom

HSBC Bank plc

8 Canada Square

London, E14 5HQ

United Kingdom

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London, E14 5JP

United Kingdom

Merrill Lynch International

2 King Edward Street

London, EC1A 1HQ

United Kingdom

Attention: Syndicate Desk
Fax: +44-20-7995-0048

The following section is added to the Standard Provisions: “In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies its clients, which may include the name and address of their clients, as well as other information that will allow the underwriters to properly identify their clients.”

The following section is added to the Standard Provisions: “As between the Underwriters, the execution of this Underwriting Agreement by all parties hereto will constitute acceptance by each Underwriter of the ICMA Agreement Among Managers New York Version 1 (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to the execution of this Agreement. For purposes of the Agreement Among Managers, references to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to the Representatives, and references to “Settlement Lead Manager” shall be deemed to refer to Merrill Lynch International. As applicable to the Underwriters, Clause 3 of the Agreement Among Managers shall be deemed to be deleted in its entirety and replaced with Section 9 of the Standard Provisions. Except as provided in this Agreement, the Underwriters shall pay their own expenses relating to the transactions contemplated hereunder. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”).”

The following section is added to the Standard Provisions: “The Company hereby authorizes Merrill Lynch International in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Designated Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.”

The following section is added to the Standard Provisions: “(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept and agree to be bound by:

(i)       the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(A)       the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(B)       the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations;

(C)       the cancellation of the BRRD Liability;

(D)       the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

(E)       the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

(b)       As used in this Section:

(i)       “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

(ii)       “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

(iii)       “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

(iv)        “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

(v)       “BRRD Party” means any Underwriter subject to Bail-in Powers.

(vi)       “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

(vii)       “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.”

In addition to the representations and warranties of the Company contained in Section 1(a) of the Standard Provisions, the following section is added:

“The Company has instituted and maintains policies and procedures designed to prevent violation by the Company and its consolidated affiliates (taken as a whole) of any applicable anti-money laundering, anti-bribery or anti-corruption laws, regulations and rules and any applicable international trade control and economic sanctions.”

The following section is added to Section 3(a) of the Standard Provisions:

“(6) The Company will use its commercially reasonable efforts to list the Designated Securities, subject to notice of issuance, for trading on the New York Stock Exchange.”

The following section is added to Section 3(b) of the Standard Provisions:

“At the Closing Time or as soon as practicable thereafter (and in any event, no later than one week after the Closing Time), each Underwriter shall provide to the Company an executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor form having substantially the same effect) in connection with the payment of any fees or other compensation payable by the Company to such Underwriter in its capacity as an Underwriter in relation to the issuance of the Designated Securities. For the avoidance of doubt, a failure by any Underwriter to provide a form W-8BEN-E to the Company shall not constitute a breach of this Underwriting Agreement by any other Underwriter.”

The following section is added to Section 5 of the Standard Provisions:

“(F) The Representatives shall have received an executed copy of the Paying Agency Agreement.”

The opinion referred to in Section 5(b) shall be delivered by Gibson, Dunn & Crutcher LLP.

In connection with the issuance of the Designated Securities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”) to be dated on or around May 17, 2017, between the Company and The Bank of New York Mellon acting through its London Branch.

The following section shall be added to the opinion referred to in Section 5(c):

“The Paying Agency Agreement has been duly authorized and, when executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally).”

Davis Polk & Wardwell shall deliver an opinion that the statements in the Prospectus under the caption “United States Tax Considerations,” insofar as they constitute summaries of matters of U.S. federal income and estate tax law and regulation or legal conclusions with respect thereto, fairly present the matters described therein in all material respects.

Notices to the Company pursuant to Section 10 shall be sent to 901 Main Avenue, 5th Floor, Norwalk, CT 06851.

Notices to the Underwriters pursuant to Section 10 shall be sent to:

BNP Paribas

10 Harewood Avenue

London, NW1 6AA

United Kingdom

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London, E14 5LB

United Kingdom

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London, EC2N 2DB

United Kingdom

HSBC Bank plc

8 Canada Square

London, E14 5HQ

United Kingdom

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London, E14 5JP

United Kingdom

Merrill Lynch International

2 King Edward Street

London, EC1A 1HQ

United Kingdom

Attention: Syndicate Desk
Fax: +44-20-7995-0048

The following section is added to the Standard Provisions: “In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies its clients, which may include the name and address of their clients, as well as other information that will allow the underwriters to properly identify their clients.”

The following section is added to the Standard Provisions: “As between the Underwriters, the execution of this Underwriting Agreement by all parties hereto will constitute acceptance by each Underwriter of the ICMA Agreement Among Managers New York Version 1 (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to the execution of this Agreement. For purposes of the Agreement Among Managers, references to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to the Representatives, and references to “Settlement Lead Manager” shall be deemed to refer to Merrill Lynch International. As applicable to the Underwriters, Clause 3 of the Agreement Among Managers shall be deemed to be deleted in its entirety and replaced with Section 9 of the Standard Provisions. Except as provided in this Agreement, the Underwriters shall pay their own expenses relating to the transactions contemplated hereunder. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”).”

The following section is added to the Standard Provisions: “The Company hereby authorizes Merrill Lynch International in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Designated Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.”

The following section is added to the Standard Provisions: “(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept and agree to be bound by:

(i)       the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(A)       the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(B)       the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations;

(C)       the cancellation of the BRRD Liability;

(D)       the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

(E)       the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

(b)       As used in this Section:

(i)       “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

(ii)       “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

(iii)       “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

(iv)        “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

(v)       “BRRD Party” means any Underwriter subject to Bail-in Powers.

(vi)       “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

(vii)       “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.”

In addition to the representations and warranties of the Company contained in Section 1(a) of the Standard Provisions, the following section is added:

“The Company has instituted and maintains policies and procedures designed to prevent violation by the Company and its consolidated affiliates (taken as a whole) of any applicable anti-money laundering, anti-bribery or anti-corruption laws, regulations and rules and any applicable international trade control and economic sanctions.”

The following section is added to Section 3(a) of the Standard Provisions:

“(6) The Company will use its commercially reasonable efforts to list the Designated Securities, subject to notice of issuance, for trading on the New York Stock Exchange.”

The following section is added to Section 3(b) of the Standard Provisions:

“At the Closing Time or as soon as practicable thereafter (and in any event, no later than one week after the Closing Time), each Underwriter shall provide to the Company an executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor form having substantially the same effect) in connection with the payment of any fees or other compensation payable by the Company to such Underwriter in its capacity as an Underwriter in relation to the issuance of the Designated Securities. For the avoidance of doubt, a failure by any Underwriter to provide a form W-8BEN-E to the Company shall not constitute a breach of this Underwriting Agreement by any other Underwriter.”

The following section is added to Section 5 of the Standard Provisions:

“(F) The Representatives shall have received an executed copy of the Paying Agency Agreement.”

The opinion referred to in Section 5(b) shall be delivered by Gibson, Dunn & Crutcher LLP.

In connection with the issuance of the Designated Securities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”) to be dated on or around May 17, 2017, between the Company and The Bank of New York Mellon acting through its London Branch.

The following section shall be added to the opinion referred to in Section 5(c):

“The Paying Agency Agreement has been duly authorized and, when executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally).”

Davis Polk & Wardwell shall deliver an opinion that the statements in the Prospectus under the caption “United States Tax Considerations,” insofar as they constitute summaries of matters of U.S. federal income and estate tax law and regulation or legal conclusions with respect thereto, fairly present the matters described therein in all material respects.

Notices to the Company pursuant to Section 10 shall be sent to 901 Main Avenue, 5th Floor, Norwalk, CT 06851.

Notices to the Underwriters pursuant to Section 10 shall be sent to:

BNP Paribas

10 Harewood Avenue

London, NW1 6AA

United Kingdom

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London, E14 5LB

United Kingdom

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London, EC2N 2DB

United Kingdom

HSBC Bank plc

8 Canada Square

London, E14 5HQ

United Kingdom

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London, E14 5JP

United Kingdom

Merrill Lynch International

2 King Edward Street

London, EC1A 1HQ

United Kingdom

Attention: Syndicate Desk
Fax: +44-20-7995-0048

The following section is added to the Standard Provisions: “In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies its clients, which may include the name and address of their clients, as well as other information that will allow the underwriters to properly identify their clients.”

The following section is added to the Standard Provisions: “As between the Underwriters, the execution of this Underwriting Agreement by all parties hereto will constitute acceptance by each Underwriter of the ICMA Agreement Among Managers New York Version 1 (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to the execution of this Agreement. For purposes of the Agreement Among Managers, references to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to the Representatives, and references to “Settlement Lead Manager” shall be deemed to refer to Merrill Lynch International. As applicable to the Underwriters, Clause 3 of the Agreement Among Managers shall be deemed to be deleted in its entirety and replaced with Section 9 of the Standard Provisions. Except as provided in this Agreement, the Underwriters shall pay their own expenses relating to the transactions contemplated hereunder. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”).”

The following section is added to the Standard Provisions: “The Company hereby authorizes Merrill Lynch International in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Designated Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.”

The following section is added to the Standard Provisions: “(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept and agree to be bound by:

(i)       the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(A)       the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(B)       the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations;

(C)       the cancellation of the BRRD Liability;

(D)       the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

(E)       the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

(b)       As used in this Section:

(i)       “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

(ii)       “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

(iii)       “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

(iv)        “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

(v)       “BRRD Party” means any Underwriter subject to Bail-in Powers.

(vi)       “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

(vii)       “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.”

In addition to the representations and warranties of the Company contained in Section 1(a) of the Standard Provisions, the following section is added:

“The Company has instituted and maintains policies and procedures designed to prevent violation by the Company and its consolidated affiliates (taken as a whole) of any applicable anti-money laundering, anti-bribery or anti-corruption laws, regulations and rules and any applicable international trade control and economic sanctions.”

The following section is added to Section 3(a) of the Standard Provisions:

“(6) The Company will use its commercially reasonable efforts to list the Designated Securities, subject to notice of issuance, for trading on the New York Stock Exchange.”

The following section is added to Section 3(b) of the Standard Provisions:

“At the Closing Time or as soon as practicable thereafter (and in any event, no later than one week after the Closing Time), each Underwriter shall provide to the Company an executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor form having substantially the same effect) in connection with the payment of any fees or other compensation payable by the Company to such Underwriter in its capacity as an Underwriter in relation to the issuance of the Designated Securities. For the avoidance of doubt, a failure by any Underwriter to provide a form W-8BEN-E to the Company shall not constitute a breach of this Underwriting Agreement by any other Underwriter.”

The following section is added to Section 5 of the Standard Provisions:

“(F) The Representatives shall have received an executed copy of the Paying Agency Agreement.”

€1,750,000,000 0.375% Notes due 2022

UNDERWRITER

PRINCIPAL
AMOUNT

€2,000,000,000 0.875% Notes due 2025

UNDERWRITER

PRINCIPAL
AMOUNT

€2,250,000,000 1.500% Notes due 2029

UNDERWRITER

PRINCIPAL
AMOUNT

€2,000,000,000 2.125% Notes due 2037

UNDERWRITER

PRINCIPAL
AMOUNT

[Omitted]

[Omitted]

[Omitted]

[Omitted]

€1,750,000,000

€2,000,000,000

€2,250,000,000

€2,000,000,000

5-year mid-swap rate

8-year mid-swap rate

12-year mid-swap rate

20-year mid-swap rate

0.227%

0.605%

1.020%

1.384%

+20 basis points

+40 basis points

+55 basis points

+80 basis points

OBL 0.000% 04/08/2022 #175

DBR 0.500% 02/15/2025

DBR 0.250% 02/15/2027

DBR 4.000% 01/04/2037

101.47 (-0.297%)

103.065 (0.103%)

98.37 (0.421%)

154.94 (0.928%)

+72.4 basis points

+90.2 basis points

+114.9 basis points

+125.6 basis points

0.427%

1.005%

1.570%

2.184%

Prior to April 17, 2022, make-whole redemption at the discount rate of comparable German government bond +10 basis points.

On or after April 17, 2022, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date.

Prior to February 17, 2025, make-whole redemption at the discount rate of comparable German government bond +15 basis points.

On or after February 17, 2025, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date.

Prior to February 17, 2029, make-whole redemption at the discount rate of comparable German government bond +20 basis points.

On or after February 17, 2029, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date.

Prior to February 17, 2037, make-whole redemption at the discount rate of comparable German government bond +20 basis points.

On or after February 17, 2037, at par plus accrued and unpaid interest, if any, to, but excluding the redemption date.

 32.5 bps

 39 bps

 46 bps

 60 bps

 € 1,739,815,000

€ 1,972,320,000

€ 2,222,550,000

€ 1,969,040,000

May 17 of each year

May 17 of each year

May 17 of each year

May 17 of each year

May 17, 2018

May 17, 2018

May 17, 2018

May 17, 2018

Commerzbank Aktiengesellschaft

Crédit Agricole Corporate and Investment Bank

Credit Suisse Securities (Europe) Limited

ING Bank N.V., Belgian Branch

Mizuho International plc

MUFG Securities EMEA plc

RBC Europe Limited

SMBC Nikko Capital Markets Limited

Société Générale

Standard Chartered Bank

UniCredit Bank AG

Wells Fargo Securities International Limited

Actual/Actual; (ICMA); Following, Unadjusted

Actual/Actual (ICMA); Following, Unadjusted

Actual/Actual (ICMA); Following, Unadjusted

Actual/Actual (ICMA); Following, Unadjusted