EXHIBIT 4(z)
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"). 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 17th day of February, 1998, the 24th day
of June, 1998, and the -- day of July, 1998 (hereinafter the "Certificates
of Amendment"). The Restated Organization Certificate as amended by such
Certificates of Amendment is hereinafter referred to as the "Organization
Certificate."
3. Paragraph Third of the Organization Certificate, which Paragraph
relates to the amount of capital stock of this corporation, is amended so
as to add the following provisions authorizing one series and stating the
numbers, designations and certain relative rights, preferences and
limitations of such series, as fixed by a resolution of the Board of
Directors of the corporation, at the end of subparagraph (b) thereof,
following section ____________, as follows:
"SECTION __________: Preferred Stock, par value $.01 per share, Series __.
2
A. DESIGNATION.
-----------
There is hereby created one series of the Preferred Stock,
consisting of ____ shares to be designated the "Preferred Stock,
Series __" (the "Series __ Shares").
B. DIVIDENDS.
---------
The initial Dividend Rate for the Series __ Shares shall be ___%
per annum. The Initial Dividend Period shall end for the Series
__ Shares on ____________.
C. CERTAIN REDEMPTION DATES AND PRICES.
-----------------------------------
[insert applicable redemption provisions, if any]
D. DIVIDEND RATE.
--------------
[insert applicable dividend rate]
E. VOTING RIGHTS.
--------------
[insert applicable voting rights, if any]
4. The foregoing amendment of Paragraph Third of the Organization
Certificate was authorized by a resolution of the Securities and Borrowing
Committee of the Board of Directors adopted at a meeting duly called and
held on _______________, such resolution having been adopted pursuant to
authority granted to such Committee of the Board of Directors in the
Organization Certificate referred to in paragraph 2 which was authorized by
resolutions of the Board of Directors and by consent of the sole common
stockholder of the corporation.
IN WITNESS WHEREOF, this Certificate has been signed this ___ day of
____, 199_.
___________________________________
[Name]
[Title]
___________________________________
Nancy E. Barton
Secretary
3
STATE OF CONNECTICUT )
: ss.:
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 Securities and Borrowing Committee of the Board of Directors
adopted at a meeting duly called and held on the ____ day of ____, 199_.
___________________________________
[Name]
[Title]
___________________________________
Nancy E. Barton
Secretary
Subscribed and sworn to
before me this ____ day of
____, 199_
_______________________________
Notary Public