Exhibit 3(i)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF
INCORPORATION
OF
GENERAL ELECTRIC CAPITAL CORPORATION
a Delaware
corporation
___________________
Pursuant to the provisions of
Section 242 of the General Corporation Law of the State of Delaware, the
undersigned Secretary of General Electric Capital Corporation hereby certifies
as follows:
1. The
first paragraph of ARTICLE FOURTH of the Restated Certificate of Incorporation
is hereby amended and restated in its entirety to read as
follows:
|
The total number of
shares of stock which the corporation shall have authority to issue is
4,949,000 of which (a) 4,166,000 shall be common stock, par value $14 per
share (the “Common Stock”), (b) 33,000 shall be variable cumulative
preferred stock, par value $100.00 per share (the “Variable Cumulative
Preferred Stock”) and (c) 750,000 shall be preferred stock, par value $.01
per share (the “Preferred
Stock”). |
2. This
amendment to the Restated Certificate of Incorporation has been duly adopted in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, I hereby
sign my name and affirm that the statements made herein are true under the
penalties of perjury, this 23rd day of November 2004.
| By: | /s/ Brian T/ McAnaney | ||
|
| |||
| Name: | Brian T. McAnaney | ||
| Title: | Vice President, General Counsel and Secretary | ||
SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF
INCORPORATION
OF GENERAL ELECTRIC CAPITAL CORPORATION