AGREEMENT

                                                                Exhibit 99(h)

                                    AGREEMENT

        AGREEMENT dated March 28, 1991, by and between GENERAL ELECTRIC COMPANY,
a New York corporation ("GE") and GENERAL ELECTRIC CAPITAL CORPORATION, a
New York corporation ("GE CAPITAL").

                                  WITNESSETH:

        WHEREAS, GE owns indirectly all of the outstanding common stock of GE
Capital; and

        WHEREAS, GE and GE Capital consider it to be in their respective best
interests that the ratio of earnings to fixed charges of GE Capital and
consolidated affiliates be not less than 1.10 for each GE Capital fiscal year.

        NOW THEREFORE, in consideration of the foregoing, the mutual advantage
and benefit of the parties hereto and other good and valuable consideration, the
parties hereto hereby agree as follows:

        1.   GE shall make income maintenance payments to GE Capital,
        constituting additions to the pre-tax income of GE Capital, to the
        extent that such payments are necessary to cause the ratio of earnings
        to fixed earnings to fixed charges of GE Capital and consolidated
        affiliates (determined on a consolidated basis and in accordance with
        present SEC regulations) to be not less than 1.10 for the period, as a
        single aggregation, of each GE Capital fiscal year commencing with the
        GE Capital fiscal year ending December 31, 1991.

        2.   This Agreement is not, and nothing herein contained and nothing
        done pursuant hereto by GE shall be deemed to constitute, a guaranty by
        GE of the payment of any indebtedness, obligation or liability of any
        kind or character whatsoever of GE Capital or any of GE Capital's
        direct or indirect subsidiaries.

        3.   This Agreement may be terminated by three years' prior written
        notice thereof given by either party to the other and shall terminate
        on the date which is the third anniversary of the date of such notice
        of termination. Upon such termination of this Agreement, no further
        obligation on the part of GE shall thereafter arise hereunder to make
        any income maintenance payment to GE Capital.

        4.   This Agreement shall be governed by the laws of the State of New
        York.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
     be duly executed the day and year first above written.




                                           GENERAL ELECTRIC COMPANY

                                           By /s/ X.X. Xxxxxxx
                                              ----------------------------------
                                              X.X. Xxxxxxx, Vice Chairman

                                           GENERAL ELECTRIC CAPITAL CORPORATION

                                           By  /s/ X.X. Xxxxx
                                              ----------------------------------
                                              X.X. Xxxxx, President