EXHIBIT 3(i)
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
GENERAL ELECTRIC CAPITAL CORPORATION
UNDER SECTION 8005 OF THE BANKING LAW
We, the undersigned, James A. Parke and Nancy E. Barton, being
respectively the Vice Chairman of the Board and Chief Financial Officer and the
Senior Vice President, General Counsel and 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, the 24th day of June, 1998, the 23rd day of July, 1998,
the 16th day of February, 1999, and the 15th day of April, 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 Fifth of the Organization Certificate, which paragraph relates to
the number of directors constituting the entire board of this corporation,
is amended so as to strike out Paragraph Fifth thereof and substitute in
lieu thereof a new Paragraph Fifth to read in its entirety as follows:
Fifth: The number of its directors shall be not less
than five nor more than twenty-five as shall from time to time
be established by the by-laws of the corporation.
4. The foregoing amendment of Paragraph Fifth of the Organization Certificate
was authorized by a resolution of the Board of Directors adopted at a
meeting duly called and held on the 6th day of October 2000 and by consent
of the sole common stockholder of the corporation.
IN WITNESS WHEREOF, this Certificate has been signed this 6th day of
October 2000.
/s/James A. Parke
-------------------------------------
James A. Parke, Vice Chairman
and Chief Financial Officer
/s/ Nancy E. Barton
-------------------------------------
Nancy E. Barton, Senior Vice
President, General Counsel and Secretary
<PAGE>
STATE OF CONNECTICUT )
) ss.:
COUNTY OF FAIRFIELD )
James A. Parke and Nancy E. Barton, being duly and severally sworn,
respectively deposes and says: that the said James A. Parke is the Vice Chairman
and Chief Financial Officer and that the said Nancy E. Barton is the Senior Vice
President, General Counsel and Secretary of General Electric Capital
Corporation, the corporation executing the foregoing instrument; that they have
read the same and that the statements contained therein are true and that they
have been authorized to execute and file the foregoing Certificate of Amendment
by the resolutions of the Board of Directors adopted at a Directors' meeting
duly called and held on the 6th day of October 2000.
/s/James A. Parke
------------------------------
James A. Parke
/s/ Nancy E. Barton
------------------------------
Nancy E. Barton
Subscribed and sworn to
before me this 6th
day of October 2000.
/s/ Joyce M. Ginda
------------------
Notary Public
