GENERAL ELECTRIC CAPITAL CORPORATION branch

MERGING INTO GECS MERGER SUB, INC. (DE) 2156909 (AND SURVIVOR CNT: GENERAL ELECTRIC CAPITAL CORPORATION) (FILED UNDER DELAWARE LAW ON 7/2/01) ...

CNT<GENERAL ELECTRIC CAPITAL CORPORATION>.

INCREASING CAPITAL TO 500,000 SHARES 7 1/2 % CUMULATIVE PREFERRED AT $200 AND 3,866,000 COMMON AT $200.

INCREASING CAPITAL STOCK TO $673,200,000 CONSISTING OF 500,000 SHARES 7 1/2 CUMULATIVE PREFERRED AT $200 AND 2,866,000 COMMON AT $200

AUTHORIZED IS $5,278,700.00 TO BE DIVIDED INTO $2,893,500 OF WHICH 500,000 SHALL BE 7 1/2% CUMULATIVE PREFERRED AT $200 AND 2,393,500 COMMON A...

INCREASING AUTHORIZED TO $1,000,000,000 6 1/2% CUMULATIVE PREFERRED AND $355,100000

INCREASING AUTHORIZED TO $395,000,000

INCREASING AUTHORIZED TO $459,500,000; $100,000,000-7 1/2 COM PREFERRED AND $259,500,000 COMMON AND AMENDING PARAGRAPH III.