EXHBIT 4(cc)
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
GENERAL ELECTRIC CAPITAL CORPORATION
UNDER SECTION 8005 OF THE BANKING LAW
We, the undersigned, [ ] and [ ], being
respectively the [title] and the [title] 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, the 24th day of June, 1998,
the 23rd day of July, 1998, and the 16th day of February, 1999.
(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 28,000 shares to 33,000 shares,
and (b) increase the maximum aggregate redemption price of all
shares of all series of Variable Cumulative Preferred Stock from
$3,300,000,000 to $3,800,000,000 by substituting in Paragraph
Third in both places at which the words "Twenty Eight Thousand
(28,000)" appear, the words "Thirty-Three Thousand (33,000)" and
by substituting in Part A of Section Eight of Subparagraph (c) of
Paragraph Third the words
2
"Three Billion Eight Hundred Million Dollars ($3,800,000,000)" in
place of the words "Three Billion Three Hundred Million Dollars
($3,300,000,000)."
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 15th day of April, 1999
and by consent of the sole common stockholder of the corporation.
IN WITNESS WHEREOF, this Certificate has been signed this 15th day of
April, 1999.
____________________________________
[ ]
[title]
____________________________________
[ ]
[title]
STATE OF CONNECTICUT )
) s.s.:
COUNTY OF FAIRFIELD )
[ ] and [ ], each being duly sworn, respectively
deposes and says: that the said
[ ] is [title] and that the said [ ] is the [title]
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 15th day of April, 1999.
________________________________
[ ]
[title]
___________________________
[ ]
[title]
Subscribed and sworn to
before me this ____ day
of April, 1999
___________________________
Notary Public