EXHIBIT 4(y)
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
GENERAL ELECTRIC CAPITAL CORPORATION
UNDER SECTION 8005 OF THE BANKING LAW
We, the undersigned, ______________ and Nancy E. Barton, being respectively
the ______________________________ and the Secretary of General Electric Capital
Corporation, do hereby certify and set forth:
1. The name of this corporation is General Electric Capital
Corporation. The name under which the corporation was formed was General
Electric Credit Corporation.
2. The Organization Certificate of General Electric Capital
Corporation was filed by the Superintendent of Banks of the State of New
York on the 6th day of October, 1943, and in the office of the Clerk of New
York County on the 21st day of October, 1943. A Restated Organization
Certificate was filed by the Superintendent of Banks of the State of New
York on the 28th day of November, 1988 (hereinafter, the "Restated
Organization Certificate"), and Certificates of Amendment of the
Organization Certificate were filed by the Superintendent of Banks of the
State of New York on the 21st day of December, 1988, the 22nd day of
December, 1989, the 28th day of September, 1990, the 18th day of October,
1990, the 14th day of November, 1990, the 6th day of December, 1990, the
21st day of April, 1995, the 11th day of May, 1995, the 28th day of June,
1995, the 17th day of July, 1995, the 1st day of November, 1995, the 27th
day of September 1996, the 9th day of December, 1997, the 19th day of
December, 1997, the 17th day of February, 1998 and the 24th day of June,
1998 (hereinafter collectively referred to as the "Certificates of
Amendment"). The Restated Organization Certificate as so amended by the
Certificates of Amendment is hereinafter referred to as the "Organization
Certificate".
3. Paragraph Third of the Organization Certificate, which article
relates to the capital stock of this corporation, is amended so as to (a)
increase the number of authorized shares of Variable Cumulative Preferred
Stock from 23,000 shares to 28,000 shares, (b) increase the maximum
aggregate redemption price of all shares of all series of Variable
Cumulative Preferred Stock from $2,800,000,000 to $3,300,000,000, by
substituting in Paragraph Third in both places at which the words "Twenty
Three Thousand (23,000)" appear, the words "Twenty-Eight Thousand (28,000)"
and by substituting in Part A of Section Eight of Subparagraph (c) of
Paragraph Third the words "Three Billion Three Hundred Million Dollars
($3,300,000,000)" in place of the words "Two Billion Eight
2
Hundred Million Dollars ($2,800,000,000)", (c) establish a new class of
preferred stock to be called Preferred Stock, par value $.01 per share, and
to set the number of authorized shares of such Preferred Stock at 750,000
(seven hundred fifty thousand shares), and (d) add a new subparagraph (b)
to read as follows:
"(b) The Board of Directors (or any committee to which it may duly
delegate the authority granted in this paragraph), in accordance
with Section 5002 of the Banking Law of the State of New York, is
hereby empowered to authorize the issuance from time to time of
seven hundred fifty thousand (750,000) shares of Preferred Stock
of the par value of One Cent ($.01) each, which shall be
designated the Preferred Stock, issuable in one or more series,
in the case of each such series, (i) in such number of shares and
with such designations, relative rights, preferences or
limitations, including, without limitation, dividend rights,
dissolution rights, conversion rights, exchange rights and
redemption rights, as shall be stated and expressed in a
resolution or resolutions adopted by the Board of Directors (or
such committee thereof) providing for the issuance of such series
of Preferred Stock and (ii) except as otherwise set forth in such
resolution or resolutions, or as otherwise required by law, the
holders of any series of Preferred Stock shall have no voting
power whatsoever."
4. The foregoing amendments of Paragraph Third of the Organization
Certificate were authorized by a resolution of the Board of Directors
adopted at a meeting duly called and held on the 22nd day of July, 1998 and
by consent of the sole common stockholder of the corporation.
IN WITNESS WHEREOF, this Certificate has been signed this 22nd day of July,
1998.
____________________________________
[Name]
[Title]
____________________________________
Nancy E. Barton
Secretary
STATE OF CONNECTICUT )
) S.S.:
COUNTY OF FAIRFIELD )
______________ and Nancy E. Barton, each being duly sworn, respectively deposes
and says: that the said ______________ is the _______________________________
and that the said Nancy E. Barton is the Secretary of General Electric Capital
Corporation, the corporation executing the foregoing instrument; that each of
them has read the same and that the statements contained therein are true and
they have been authorized to execute and file the foregoing Certificate of
Amendment by resolution of the Board of Directors adopted at a meeting duly
called and held on the 22nd day of July, 1998.
________________________________
[Name]
[Title]
___________________________
Nancy E. Barton
Secretary
Subscribed and sworn to
before me this ____ day
of July, 1998
___________________________
Notary Public