Exhibit 1(e)

AMENDMENT NO. 1

to the

SECOND AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT

dated as of April 16, 2002

GENERAL ELECTRIC CAPITAL CORPORATION

AMENDMENT NO. 1, dated as of November 22, 2002, to the Second Amended and Restated U.S. Distribution Agreement dated as of April 16, 2002 (as so amended and restated, the “U.S. Distribution Agreement”) among General Electric Capital Corporation (the “Company”) and the other parties thereto. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the U.S. Distribution Agreement.

WHEREAS, as of the date hereof, the Company and the Agents desire to amend the U.S. Distribution Agreement to provide for the revised Administrative Procedures attached hereto.

NOW, THEREFORE, the parties hereto agree as follows:

1.      Exhibit B—General Electric Capital Corporation Global Medium-Term Notes, Series A Administrative Procedures . Exhibit B—Administrative Procedures is hereby deleted in its entirety and replaced by the Administrative Procedures attached hereto as Exhibit B.

2.     Governing Law .     This Amendment No. 1 to the U.S. Distribution Agreement shall be governed by the laws of the State of New York applicable to agreements made and to be performed in such State.

3.     Miscellaneous .     All provisions of this Amendment No. 1 shall be deemed to be incorporated in, and made part of, the U.S. Distribution Agreement, and the U.S. Distribution Agreement, as amended and supplemented by this Amendment No. 1, shall be read, taken and construed as one and the same instrument. This Amendment No. 1 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original.

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the date first written above.

3

EXHIBIT B

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

ADMINISTRATIVE PROCEDURES

The Global Medium-Term Notes, Series A (the “Notes”), are to be offered on a continuous basis by General Electric Capital Corporation (the “Company”). Each of Deutsche Bank Securities Inc., GECC Capital Markets, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc. and UBS Warburg LLC (each an “Agent”) has agreed to solicit offers to purchase the Notes in registered form. The Notes are being sold pursuant to a Second Amended and Restated U.S. Distribution Agreement dated as of April 16, 2002, as amended (the “Agreement”) between the Company and the Agents. In the Agreement, each Agent has agreed to use its best efforts to solicit purchases of the Notes. Each Agent, as principal, may purchase Notes for its own account and if it does so, the Company and such Agent will enter into a terms agreement, as contemplated by the Agreement.

The Notes are to be issued pursuant to a Third Amended and Restated Indenture dated as of February 27, 1997, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as successor trustee (the “Trustee”) as supplemented by the First Supplemental Indenture dated as of May 3, 1999, the Second Supplemental Indenture dated as of July 2, 2001 and the Third Supplemental Indenture dated as of November 22, 2002 (the Third Amended and Restated Indenture, as supplemented, the “Indenture”). Subject to the terms and conditions of the Indenture, and unless otherwise provided, all Securities of the same series having identical terms but for authentication date and public offering price (a “Tranche”) need not be issued at the same time. Unless otherwise provided, and subject to the terms and conditions of the Indenture, a Tranche may be reopened for issuance of additional Securities in such Tranche. The Company has initially appointed the Trustee, at its corporate trust office in The City of New York, as the registrar (the “Registrar”) for the Notes. The

B-1

Company has authorized the issuance of Notes to and through the Agents pursuant to the terms of this Agreement. The Notes will be issued in registered form. Notes will bear interest at a fixed rate (the “Fixed Rate Notes”), which may be zero in the case of certain original issue discount notes (the “OID Notes”), or at floating rates (the “Floating Rate Notes”). Fixed Rate Notes may (i) pay a level amount in respect of both interest and principal amortized over the life of the Notes (the “Amortizing Notes”), (ii) pay an amount in respect of principal determined by the relationship between (x) the currency base rate of a unit of the face amount currency per unit of the Indexed Currency specified on the face of such Note and (y) the spot rate (as derived in accordance with such Note) expressed in terms of a unit of the face amount currency per unit of such Indexed Currency for an amount of such Indexed Currency equal to the face amount of such Note on the Index Determination Date specified on the face of such Note (“Indexed Notes”) and (iii) provide for payment of both principal and interest to be made, at the election of the Company, in the Optional Payment Currency specified on the face of such Note at the Designated Exchange rate specified on the face thereof with certain adjustments to the payment of principal if such Note is redeemed prior to the Maturity Date or if payment thereon is accelerated (“Dual Currency Notes”). The Notes will be issued in U.S. dollars or other currencies (the “Specified Currency”). Each Note will be represented by either a Global Security (as defined below), beneficial interests in which will be recorded in book-entry systems maintained by one or more of The Depository Trust Company (“DTC”), Clearstream Banking, Société Anonyme (“Clearstream, Luxembourg”) or Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), (a “Book-Entry Note”) or a certificate delivered to the holder thereof or a person designated by such holder (a “Certificated Note”). Each Global Security will be delivered either to the Trustee, as agent for DTC, or to a common depositary (the “Common Depositary”) for Clearstream, Luxembourg and/or Euroclear. Except in limited circumstances, an owner of a Book-Entry Note will not be entitled to receive a Certificated Note.

The Company has appointed Kredietbank S.A. Luxembourgeoise in Luxembourg as listing agent (the “Listing Agent”) for each tranche of Notes that is listed on the Luxembourg Stock Exchange. Notes may be issued that will be listed, quoted and/or traded on or by other European stock exchanges, competent listing authorities and/or quotation systems (such Notes, along with Notes listed on the Luxembourg Stock Exchange, “Listed Notes”) in each case in accordance with the listing rules (as the same may be amended from time to time) of such stock exchange, competent listing authority and/or quotation system (the “Listing Rules”). Notes may also be issued that will not be listed quoted and/or traded on or by any stock exchange, competent listing authority and/or quotation system.

B-2

Book-Entry Notes will be issued in accordance with the administrative procedures set forth in Part I hereof, as they may subsequently be modified as the result of changes in the operating procedures of DTC, Clearstream, Luxembourg and Euroclear, as the case may be, and Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof. Indexed Notes and Dual Currency Notes will only be issued as Certificated Notes. Unless otherwise defined herein, terms defined in the Indenture or the Notes shall be used herein as therein defined.

In case of any conflict between these Administrative Procedures and the Agreement or the Indenture, the terms of the Agreement or the Indenture, respectively, shall govern.

PART I:  ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES

In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry systems maintained by DTC, Clearstream, Luxembourg and Euroclear, the Trustee will perform the custodial, document control and administrative functions described below, including, (1) in the case of Book-Entry Notes held through DTC (“DTC Book-Entry Notes”), in accordance with its respective obligations under a Letter of Representations from the Company and the Trustee to DTC, dated as of May 3, 1999 (the “Letter of Representations”), and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDS”) and (2) in the case of Notes held through Clearstream, Luxembourg and/or Euroclear, in its capacity as Common Depositary.

B-3

Exhibit 1(f)

GENERAL ELECTRIC CAPITAL CORPORATION

GE Capital* InterNotes ^®

Due From 9 Months to 60 Years from Date of Issue

SELLING AGENT AGREEMENT

as of November 22, 2002

To the Agents listed on the signature page hereto:

General Electric Capital Corporation, a Delaware corporation (the “ Company ”), and Banc of America Securities LLC, Incapital LLC, A.G. Edwards & Sons, Inc., Charles Schwab & Co., Inc., Edward D. Jones & Co., L.P., Merrill Lynch, Pierce Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Prudential Securities Incorporated, Salomon Smith Barney Inc., UBS PaineWebber Inc. and Wachovia Securities, Inc. (collectively, the “ Agents ”) hereby enter into this Selling Agent Agreement (the “ Selling Agreement ”), with respect to the issue and sale by the Company of its GE Capital * InterNotes ^® (the “ Notes ”).

The Notes are to be issued pursuant to Third Amended and Restated Indenture dated as of February 27, 1997, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank, as successor trustee (the “ Trustee ”), as supplemented by the First Supplemental Indenture dated as of May 3, 1999, the Second Supplemental Indenture dated as of July 2, 2001 and a Third Supplemental Indenture dated as of November 22, 2002 (as supplemented, the “ Indenture ”). The Company has initially appointed the Trustee, at its corporate trust office in The City of New York, as the registrar (the “ Registrar ”) for the Notes. The Company has authorized the issuance of Notes to and through the Agents pursuant to the terms of this Agreement. The Notes will be issued in registered form. Each Note will be represented by either a single global security in registered form without coupons delivered to the Trustee as agent for The Depository Trust Company (“ DTC ”) and recorded in the book-entry system maintained by DTC or by a certificate delivered to the holder thereof or a person designated by such holder.

Subject to the terms and conditions stated herein and further subject to the understanding that nothing in this Agreement shall impair the Company’s right to

InterNotes ^® is a registered servicemark of Incapital Holdings LLC

1

sell securities with terms similar or identical to any Note independently of the continuous offering of Notes contemplated by this Agreement, the Company hereby (i) appoints the Agents as agents of the Company for the purpose of soliciting purchases of the Notes and each Agent agrees to use its reasonable best efforts to solicit offers to purchase Notes upon terms acceptable to the Company at such time and in such amounts as the Company shall from time to time specify and in accordance with the terms hereof, and after consultation with Incapital LLC (the “ Purchasing Agent ”), (ii) agrees that whenever the Company determines from time to time to sell Notes pursuant to this Agreement, it will enter into a Terms Agreement (as defined below) relating to such sale in accordance with the provisions of Section 2(a) hereof between the Company and the Purchasing Agent, with the Purchasing Agent purchasing such Notes as principal for resale to other Agents or dealers (the “ Selected Dealers ”), each of whom will purchase as principal, and (iii) reserves the right from time to time to appoint one or more additional firms registered as broker/dealers under the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), to solicit purchases of Notes through the Purchasing Agent; provided however, that such sales will be made on terms substantially the same as those contained in this Agreement and any such additional firm will receive the applicable concession thereon determined in accordance with Exhibit A hereto. Any such additional firm designated by the Company pursuant to clause (iii) above shall be considered an Agent hereunder for all purposes with respect to each transaction with respect to which such appointment is made.

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) registration statements on Form S-3 relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “ 1933 Act ”). Each such registration statement filed prior to the date of this Agreement has been, and any registration statement relating to the Notes filed subsequent to such date will be, prior to its use by the Company with respect to the Notes, declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, (the “ 1939 Act ”). The then-current registration statement relating to the Notes provided to the Agents by the Company for use in connection with the offering of the Notes and the then-current prospectus, prospectus supplement and pricing supplement relating to each offering of Notes filed pursuant to Rule 424 under the 1933 Act and provided to the Agents by the Company for use in connection with the offering of such Notes, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents (other than as amended by prospectus supplements or post-effective amendments relating solely to securities other than the Notes) pursuant to the 1934 Act, the 1933 Act or otherwise, are referred to herein as the “ Registration Statement ” and the “ Prospectus ,” respectively.

SECTION 1.     Representations and Warranties .    (a)  The Company represents and warrants to each Agent as of the date of this Agreement (the

2

“ Commencement Date ”), as of the date of each acceptance by the Company of an offer for the purchase of (the “ Acceptance Date ”), as of the date of each sale of Notes (the date of each such sale to an Agent being referred to herein as a “ Settlement Date ”), and as of the times referred to in Sections 6(a) and 6(b) hereof (each of the times referenced above being referred to herein as a “ Representation Date ”), as follows:

(i)  each document filed by the Company pursuant to the 1934 Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the 1934 Act and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus will comply when so filed in all material respects with the 1934 Act rules and regulations;

(ii)  the Registration Statement and the Prospectus comply, and the Registration Statement and the Prospectus (and any amendments and supplements thereto, other than amendments or supplements relating solely to securities other than the Notes) will on the applicable Representation Date comply, in all material respects, with the 1933 Act and the applicable rules and regulations of the Commission thereunder;

(iii)  each part of the Registration Statement at the time such part became effective and at the Commencement Date did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus on the Commencement Date (unless the term “ Prospectus ” refers to a prospectus which has been provided to the Agents by the Company for use in connection with the offering of the Notes which differs from the Prospectus on file at the Commission on the Commencement Date, in which case at the time it is first provided to the Agents for such use) did not, and on the applicable Representation Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(iv)  there has been no material adverse change in the business affairs, condition (financial or other), properties, assets or prospects of the Company and its consolidated affiliates, taken as a whole, from that set forth in the Registration Statement and the Prospectus (excluding any amendments or supplements to the Prospectus since the relevant Acceptance Date, if any);

(v)  the aggregate principal amount of the Company’s Notes, outstanding at any one time will not exceed any limitation thereon which may then be in effect by action of the Board of Directors of the Company; and

3

(vi)  no event exists which would constitute an event of default under the Indenture;

except that the representations and warranties set forth in paragraphs (i), (ii) and (iii) of this Section 1(a) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information furnished to the Company in writing by any Agent expressly for use therein.

(b)   Additional Certifications .    Any certificate signed by any officer of the Company and delivered to the Agents or to counsel for the Agents in connection with an offering of Notes shall be deemed a representation and warranty by the Company to each Agent as to the matters covered thereby.

SECTION 2.     Solicitations and Purchases of Notes.

(a)  The Agents propose to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents will use the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally but to be confirmed in writing) from the Company, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company has advised the Agents that such solicitation may be resumed.

Unless otherwise instructed by the Company, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company. Unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes. The Company shall have the sole right to accept offers to purchase Notes and may reject any proposed offers to purchase Notes as a whole or in part. The Company agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to a Terms Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit A hereto (the “ Concession ”); provided , however , that the Company and the Purchasing Agent may agree also to a Concession greater than or less than

4

the percentages set forth on Exhibit A hereto; provided that in no case shall the concession exceed 8% of the initial offering proceeds. The actual aggregate Concession with respect to each tranche of Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree.

Unless otherwise authorized by the Company, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

(b)  Procedural details relating to the issue and delivery of, and the solicitation of purchases and payment for, the Notes are set forth in the Administrative Procedures attached hereto as Exhibit B (the “ Procedures ”), as amended from time to time. Unless otherwise provided in a Terms Agreement, the provisions of the Procedures shall apply to all transactions contemplated hereunder. The Agents and the Company each agree to perform the respective duties and obligations specifically provided to be performed by each in the Procedures as amended from time to time. The Procedures may only be amended by written agreement of the Company and the Agents.

(c)  Each sale of Notes shall be made in accordance with the terms of this Agreement and a separate agreement in substantially the form attached as Exhibit C (a “ Terms Agreement ”) to be entered into which will provide for the sale of such Notes to, and the purchase and reoffering thereof, by the Purchasing Agent as principal. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Company hereunder and the Purchasing Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reoffered, and the Settlement Date, whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes purchased, without the consent of the Company, the Agents are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the Concession paid to you. Terms Agreements, each of which shall be substantially in the form of

5

Exhibit C hereto, or as otherwise agreed to between the Company and the Purchasing Agent, may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company.

(d)   Information .    The Company authorizes the Agents, in connection with their solicitation of purchases of the Notes, to use only information taken from the Registration Statement and the Prospectus, and the documents incorporated therein by reference, and each of the Agents agrees that it has and will have sole responsibility for the completeness and accuracy of all other information, written or oral, furnished by such Agent and its agents and employees to purchasers and prospective purchasers of the Notes.

(e)   Delivery of Documents.     The documents required to be delivered by Section 5 hereof shall be delivered at the offices of the Agent (or, if more than one Agent is participating in any such sale, the lead Agent), or at such other location as shall be specified in the relevant Terms Agreement, on the date required for such delivery set forth in Section 5 hereof.

(f)   Registered Broker-Dealers.     Each Agent represents that it is a broker-dealer registered under the 1934 Act.

(g)   Obligations Several.     The Company acknowledges that the obligations of the Agents are several and, subject to the provisions of this Section 2, each Agent shall have complete discretion as to the manner in which it solicits purchasers for the Notes and as to the identity thereof.

SECTION 3.     Covenants of the Company .    The Company covenants with each Agent as follows:

(a)   Notice of Certain Events.     The Company will notify each Agent promptly (i) of the effectiveness of any amendment (other than any amendment relating solely to securities other than the Notes) to the Registration Statement (including any post-effective amendment), (ii) of the mailing or the delivery to the Commission for filing of any supplement to the Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference in the Prospectus, in each case other than filings relating solely to securities other than the Notes, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement or the Prospectus, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information (other than in each case amendments or supplements or information relating solely to securities other than the Notes), and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

6

(b)   Copies of Registration Statement, Prospectus.     Upon request the Company will deliver to each Agent a conformed copy of the Registration Statement (as originally filed) and of each amendment thereto relating to the Notes (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus). The Company will furnish to each Agent as many copies of the Prospectus (as amended or supplemented) as such Agent shall reasonably request so long as such Agent is required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Notes.

(c)   Revisions of Prospectus — Material Changes.     If, during such period after the first date of the public offering of the Notes as in the opinion of counsel to the Company a prospectus is required by law to be delivered in connection with sales of the Notes by an Agent, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the General Rules and Regulations under the 1933 Act (the “ 1933 Act Regulations ”), prompt notice shall be given, and confirmed in writing, to each Agent to cease the solicitation of offers to purchase the Notes. If the Company shall determine that solicitation of purchases of the Notes shall be resumed, or if on the date of the occurrence of the event necessitating an amendment of or supplement to the Prospectus an Agent holds Notes that were issued by the Company less than 90 days prior to such date, then, prior to the Company’s authorizing the Agents to resume solicitations of purchases of the Notes or prior to sales of any such Notes, the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement comply with such requirements.

(d)   Prospectus Revisions — Periodic Financial Information.     Promptly after the filing with the Commission of the Company’s quarterly reports on Form 10-Q with respect to each of the first three quarters of any fiscal year, the Company shall furnish copies of such reports to each Agent; provided, however, that if on the date of such filing the Agents shall have suspended solicitation of purchases of the Notes pursuant to a request from the Company, and if none of the Agents shall then hold any Notes purchased as principal from the Purchasing Agent or pursuant to a Terms Agreement, the Company shall not be obligated to furnish copies of such reports until such time as the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with the Purchasing Agent.

7

(e)   Prospectus Revisions — Audited Financial Information.     Promptly after the filing with the Commission of the Company’s annual report on Form 10-K including the audited financial statements of the Company for the preceding fiscal year, the Company shall furnish copies of such report to each Agent; provided, however, that if on the date of such filing the Agents shall have suspended solicitation of purchases of Notes pursuant to a request from the Company, and if the none of the Agents shall then hold any Notes purchased as principal from the Purchasing Agent or pursuant to a Terms Agreement, the Company shall not be obligated to furnish copies of such reports until such time as the Company shall determine that solicitation of purchases of Notes should be resumed or shall subsequently enter into a new Terms Agreement with the Purchasing Agent.

(f)   Section 11(a) Earnings Statements.     The Company will make generally available to its security holders, as soon as practicable, earnings statements, which need not be audited, covering twelve month periods beginning after the “ effective date ” (as defined in the rules and regulations promulgated under Section 11(a) of the 1933 Act) of the Registration Statement with respect to each sale of Notes that will satisfy Section 11(a) of the 1933 Act and comply with the rules and regulations thereunder.

(g)   Copies of Current Reports.     The Company will furnish to each Agent, promptly after the filing thereof with the Commission, copies of its reports on Form 8-K (other than reports relating solely to securities other than the Notes).

(h)   Blue Sky Qualifications.     If required, the Company will endeavor, in cooperation with the Agents, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Agents may reasonably designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Notes; provided, however, that the Company shall not be obligated to file any general or unlimited consent to service of process, to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to qualify any Notes for offer and sale in any jurisdiction in which the Company shall have notified the Agents prior to the distribution of such Notes that it is unable or unwilling to comply with the disclosure or reporting requirements imposed by such jurisdiction. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been qualified as above provided.

(i)   1934 Act Filings.     The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file timely all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.

8

SECTION 4.     Payment of Expenses.     The Company will pay all expenses incident to the performance of its obligations under this Agreement, including:

(i)  The preparation and filing of the Registration Statement and all amendments thereto and the Prospectus and any amendments or supplements thereto;

(ii)  The preparation, issuance and delivery of the Notes;

(iii)  The fees and disbursements of the Company’s accountants and of the Trustee and its counsel;

(iv)  The reasonable fees and disbursements of Davis Polk & Wardwell, counsel for the Agents;

(v)  The qualification of the Notes under securities laws in accordance with the provisions of Section 3(h), including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of any Blue Sky Survey;

(vi)  The printing and delivery to the Agents in quantities as hereinabove stated of copies of the Registration Statement and any amendments thereto, and of the Prospectus and any amendments or supplements thereto, and the delivery by the Agents of the Prospectus and any amendments or supplements thereto in connection with solicitations or confirmations of sales of the Notes;

(vii)  The printing and delivery to the Agents of copies of the Indenture and any Blue Sky Survey;

(viii)  Any fees charged by rating agencies for the rating of the Notes;

(ix)  The fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc.; and

(x)  Any advertising and other out-of-pocket expenses incurred with the approval of the Company.

SECTION 5.     Conditions of Obligations .    Each Agent’s obligations to solicit offers to purchase the Notes, and the obligation of the Purchasing Agent to purchase Notes pursuant to any Terms Agreement will be subject at all times to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on

9

its part to be performed and observed and to the following additional conditions precedent:

(a)   Legal Opinions.     At the Commencement Date, and at each Settlement Date with respect to any applicable Terms Agreement, if called for by such Terms Agreement, the Agents shall have received the following documents:

(i)   Opinion of Company Counsel.     The opinion of the Associate General Counsel, Treasury Operations and Assistant Secretary of the Company, or other counsel satisfactory to such Agent(s), dated as of such Commencement Date, in form and substance satisfactory to the Agents and counsel for the Agents, to the effect that:

(A)  The Company has been duly incorporated and is validly existing under the laws of the State of Delaware.

(B)  The Company is duly qualified to transact business and is in good standing in the jurisdictions in which the conduct of its business or the ownership of its property requires such qualification.

(C)  The Indenture has been duly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company and has been qualified under the 1939 Act.

(D)  The Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by any purchaser of Notes sold through any Agent as principal pursuant to any Terms Agreement between the Company and the Purchasing Agent, would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms and would entitle the holders thereof to the benefits of the Indenture.

(E)  This Agreement (and if the opinion is being given as a result of the Company’s having entered into a Terms Agreement requiring such opinion, the applicable Terms Agreement) has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as rights to contribution and indemnity hereunder (or thereunder) may be limited under applicable law.

(F)  Neither the execution and delivery of this Agreement nor the issuance and sale of the Notes by the Company as provided

10

herein will contravene the certificate of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law, rule or regulation (other than with respect to applicable securities or Blue Sky laws, as to which such counsel need not express any opinion) or of any indenture, mortgage or other agreement or instrument known to such counsel by which the Company or any of its subsidiaries is bound.

(G)  The statements contained in the Prospectus under the captions “Description of Notes”, “Description of Debt Securities” and “Plan of Distribution” fairly present the matters referred to therein.

(H)  Each document incorporated by reference in the Prospectus which was filed pursuant to the 1934 Act (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the 1934 Act and the applicable rules and regulations of the Commission thereunder.

(I)  The Registration Statement is effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or, to the best of such counsel’s knowledge, threatened by the Commission.

(J)  The Registration Statement and the Prospectus and any supplements and amendments thereto (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Notes, as to which such counsel need express no opinion) comply as to form in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder.

(K)  Such counsel believes that (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which counsel need not express any belief) each part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement or an Annual Report on Form 10-K has been filed by the Company with the Commission subsequent to such date, at the time of the most recent such filing, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the

11

statements therein not misleading, and the Prospectus, as of the Commencement Date (or as of its date, if different), does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(ii)   Opinion of Tax Counsel to the Company.     The opinion of Cleary, Gottlieb, Steen & Hamilton or other tax counsel satisfactory to such Agent(s) dated as of such Commencement Date or Settlement Date, confirming the accuracy of the opinion of such counsel set forth under the caption “United States Taxation” in the Prospectus.

(iii)   Opinion of Counsel to the Agents.     The opinion of Davis Polk & Wardwell, counsel to the Agents, dated as of such Commencement Date or Settlement Date, covering the matters referred to in subparagraph (i) under the subheadings (A), (C), (D), (E), (G), (I), (J) and (K) above.

(iv)  In rendering the opinion referred to in subparagraph (i) above, such counsel may state that with respect to (J) and (K) of subparagraph (i), such counsel’s opinion and belief are based upon his participation in the preparation of the Registration Statement and the Prospectus and any amendments and supplements thereto (including documents incorporated by reference) and review and discussion of the contents thereof, but are without independent check or verification except as stated therein. In rendering the opinion referred to in subparagraph (iii) above, such counsel may state that with respect to (J) and (K) of subparagraph (i) above, such counsel’s opinion and belief are based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendments and supplements thereto (other than documents incorporated by reference) and upon their review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification except as stated therein. In rendering the opinions referred to in subparagraphs (i) and (iii) above, such counsel may state that with respect to (D) and (E) of subparagraph (i) above, such counsels’ opinions, insofar as such opinions relate to enforceability, are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to the effect of general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law).

(b)   Officer’s Certificate.     At the Commencement Date and at each Settlement Date with respect to any applicable Terms Agreement: (i) no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the

12

Commission, (ii) the representations and warranties of the Company contained in this Agreement shall be true and correct as of such date, as if made on and as of such date, and the Company shall have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or thereunder at or prior to such date and (iii) there shall have been no material adverse change in the business, affairs, condition (financial or other), properties, assets or prospects of the Company and its consolidated affiliates, taken as a whole, from that set forth in the Registration Statement and the Prospectus (excluding any amendments or supplements to the Prospectus since the relevant Acceptance Date, if any); and the Agents shall have received on the Commencement Date and, at each Settlement Date a certificate dated the Commencement Date and signed by an executive officer of the Company, to the foregoing effect. The officer making such certificate may rely upon the best of his knowledge as to proceedings pending or threatened.

(c)   Comfort Letter.     The Agents shall have received at the Commencement and at each Settlement Date with respect to any applicable Terms Agreement, a letter from KPMG LLP, independent public accountants, dated as of the Commencement Date or Settlement Date, in form and substance satisfactory to the Agents, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus.

(d)   Other Documents.     On the Commencement Date and at each Settlement Date with respect to any applicable Terms Agreement, counsel to the Agents shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of Notes as herein contemplated shall be satisfactory in form and substance to the Agents and to counsel to the Agents.

If any condition specified in this Section shall not have been fulfilled as of the relevant date required, this Agreement or any Terms Agreement may be terminated as to any Agent by notice by such Agent to the Company at any time at or prior to the Commencement Date or the applicable Settlement Date, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3(f) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections 10 and 14 hereof shall remain in effect.

SECTION 6.     Additional Covenants of the Company .    The Company covenants and agrees that:

13

(a)   Reaffirmation of Representations and Warranties.     Each sale of Notes to the Purchasing Agent pursuant to a Terms Agreement shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such sale, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the Purchasing Agent or to the Agents, of the Note or Notes relating to such sale, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended and supplemented to each such time);

(b)   Subsequent Delivery of Certificates.     Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-K incorporated by reference into the Prospectus (other than an amendment or supplement providing solely for a change in the interest rates of Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes or other than an amendment, supplement or document relating solely to securities other than the Notes or a post-effective amendment solely containing exhibits to the Registration Statement); (ii) the Company sells Notes to the Purchasing Agent pursuant to a Terms Agreement, and the Purchasing Agent so requests; and (iii) there is filed with the Commission any quarterly report on Form 10-Q or periodic report on Form 8-K incorporated by reference into the Prospectus and the Purchasing Agent reasonably requests, the Company shall furnish or cause to be furnished to the Agents promptly a certificate in form satisfactory to the Purchasing Agent and such Agent(s) to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Purchasing Agent and the Agents are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time or the new Registration Statement, as the case may be) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates or the new Registration Statement, as the case may be; provided, however, that the Company shall not be required to furnish any certificates to the Purchasing Agent or any Agents pursuant to this paragraph at a time when the Agents shall have suspended solicitation of purchases of Notes pursuant to instructions of the Company, if none of the Agents shall then hold any Notes purchased as principal from the Purchasing Agent pursuant to a Terms Agreement;

(c)   Subsequent Delivery of Legal Opinions.     Each time that the Registration Statement or the Prospectus shall be amended or supplemented or a

14

new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-K incorporated by reference into the Prospectus (other than an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes or other than an amendment, supplement or document relating solely to securities other than the Notes or a post-effective amendment solely containing exhibits to the Registration Statement) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to the Purchasing Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished promptly to the Agents a written opinion of the Associate General Counsel, Treasury Operations and Assistant Secretary of the Company or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or the new Registration Statement, as the case may be, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance or the new Registration Statement, as the case may be); and

(d)   Subsequent Delivery of Comfort Letters.     Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or, if so indicated in the applicable Terms Agreement, the Company sells Notes to the Purchasing Agent pursuant to a Terms Agreement, the Company shall cause KPMG LLP promptly to furnish the Agents a letter, dated the date of filing of such amendment, supplement or document with the Commission or the date of effectiveness of such new Registration Statement, or the date of such sale, as the case may be, in form satisfactory to the Agents, of the same tenor as the letter referred to in Section 5(c) hereof; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, KPMG LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the Agents’ reasonable judgment, such letter should cover such other information.

SECTION 7.     Additional Covenants of the Agents .    Each Agent agrees that:

15

(a)   Advertising .    It will not place advertisements or publish notices of any kind in any jurisdiction relating to any Notes, the offering of any Notes or any other matter relating to this Agreement without the prior written consent of the Company.

(b)   Discretionary Accounts.     It will not confirm sales of any Notes to accounts over which it exercises discretionary authority.

(c)   Bona Fide Purchaser.     It will not buy or hold Notes, as principal, unless such Notes are intended to be sold on the Settlement Date to a bona fide purchaser who is not an affiliate of such Agent. Notwithstanding the foregoing, nothing herein shall prohibit any Agent from creating a secondary market for the Notes.

(d)   InterNotes.com Website.     The Company is not responsible for any material contained on the InterNotes.com website other than material prepared and provided to you by the Company for inclusion on the website.

16

SECTION 8.     Indemnification.     (a)   Indemnification of the Agents.     The Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls any Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all losses, claims, damages and liabilities arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or prospectus supplement or the Prospectus (if used within the period set forth in Section 3(c) and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), arising out of or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Agent expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus (including, without limitation, any preliminary prospectus supplement or preliminary pricing supplement) shall not inure to the benefit of any Agent from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Agent, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Agent to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Notes to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

(b)   Indemnification of Company.     Each Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to each Agent, but only with reference to information relating to such Agent furnished in writing by such Agent expressly for use in the Registration Statement or the Prospectus.

(c)   General .    In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) hereof, such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity may be sought (the “ indemnifying party ”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing

17

interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Agents in the case of parties indemnified pursuant to Section 8(a) and by the Company in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

SECTION 9.     Contribution .    If the indemnification provided for in Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) if the indemnifying party is the Company, in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agents on the other from the issue and sale of the Notes, (ii) if the indemnifying party is an Agent, in such proportion as is appropriate to reflect the relative fault of such Agent on the one hand and the Company on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, or (iii) if the allocation provided by clause (i) or clause (ii) above, as the case may be, is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above or the relative fault referred to in clause (ii) above, as the case may be, but also such relative fault (in cases covered by clause (i)) or such relative benefits (in cases covered by clause (ii)) as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agents on the other hand shall be deemed to be in the same proportion as the total sales price received by the Company from the sale of Notes that are the subject of the claim for indemnification (before deducting expenses) bears to the total underwriting discounts and commissions received by the Agents from sales of Notes that are the subject of the claim for indemnification. The relative fault of the Company on the one hand and of the Agents on the other shall be determined by reference to, among other things, whether the untrue statement of a fact or the omission to state a fact relates to information supplied by the Company or statements made or furnished by the Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Agents agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations provided for, in the respective cases, in clauses (i), (ii) and (iii) of the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately

18

preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Agent shall be required to contribute any amount in excess of the amount by which the sum of (i) the total price at which any Notes, the purchase of which is the subject of the claim for indemnification and which was solicited by such Agent, were sold by the Company and (ii) the total price at which any Notes, the purchase of which is the subject of the claim for indemnification and which such Agent purchased as principal and distributed to the public, were offered to the public, exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Agents’ obligations to contribute pursuant to this Section 9 are several, in proportion to the respective amounts of Notes solicited or purchased by each of such Agents, and not joint.

SECTION 10.     Representations, Warranties and Agreements to Survive Delivery .    All representations, warranties and agreements contained in this Agreement or any Terms Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Agents or any controlling person of any Agent, or by or on behalf of the Company or any controlling person of the Company, and shall survive each delivery of and payment for any of the Notes.

SECTION 11.     Termination .    (a)   Termination of this Agreement.     This Agreement may be terminated as to a party for any reason, at any time by any party hereto upon the giving of 30 days’ written notice of such termination to each other party hereto; provided, however, that an Agent’s termination of this Agreement shall terminate the Agreement only between itself and the Company.

(b)   Termination of a Terms Agreement.     The Purchasing Agent may, and upon the request of an Agent with respect to any Notes being purchased by such Agent shall, terminate any Terms Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited; (ii) a general moratorium on commercial banking activities in the State of New York or the United States shall have been declared by Federal authorities; or (iii) there shall have occurred any outbreak or escalation of hostilities or other national or international calamity or crisis, of such magnitude and severity in its effect on the financial markets of the United States, in the reasonable judgment of the Purchasing Agent or such Agent, as to prevent or materially impair the marketing, or enforcement of contracts for sale, of the Notes.

(c)   General .    In the event of any such termination, no party will have any liability to the other parties hereto or to the other parties to any Terms Agreement so terminated, except that (i) the Agents shall be entitled to any commissions earned in accordance with the second paragraph of Section 2(a)

19

hereof, (ii) if at the time of termination (a) any Agent shall own any Notes purchased pursuant to a Terms Agreement with the intention of reselling them or (b) an offer to purchase any of the Notes has been accepted by the Company but the time of delivery to the Purchasing Agent of the Note or Notes relating thereto has not occurred, the covenants set forth in Sections 3 and 6 hereof shall remain in effect until such Notes are so resold or delivered, as the case may be, and (iii) the covenant set forth in Section 3(f) hereof (except that the Company shall no longer be required to comply with the provisions of Section 3(f) after it has made generally available to its security holders an earnings statement (which need not be audited) covering a twelve-month period beginning after the date of the last sale of Notes to the Purchasing Agent under a Terms Agreement which shall satisfy the provisions of Section 11(a) of the 1933 Act and the rules and regulations thereunder), the provisions of Section 4 hereof, the agreements of the Agents pursuant to Section 7 hereof, the indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections 10 and 14 hereof shall remain in effect.

SECTION 12.     Notices .    All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted to the address listed on Annex A, attached hereto.

SECTION 13.     Parties .    This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon the Agents and the Company and their respective successors. Nothing expressed or mentioned in this Agreement or any Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 8 and 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation, except that purchasers of Notes sold by any Agent as agent shall be entitled to the benefits of Section 5 hereof. No purchaser of Notes shall be deemed to be a successor by reason merely of such purchase.

SECTION 14.     Governing Law .    This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

If the foregoing is in accordance with your understanding of our amended and restated agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Agents and the Company in accordance with its terms.

20

22

ANNEX A

AGENT CONTACT INFORMATION

Banc of America Securities LLC

Bank of America Corporate Center

NC 1007-06-07

100 North Tryon Street

Charlotte, North Carolina 28255-0065

Attention: David J. Walker

Fax: (704) 388-9939

Incapital LLC

One North LaSalle Street

Suite 3500

Chicago, Illinois 60602

Fax: (312) 379-3701

A.G. Edwards & Sons, Inc.

#1 North Jefferson

7 th Floor Bond Department

St. Louis, Missouri 63103

Attention:  Karen C. Middleton/Dan Moloney

Fax: (314) 955-5989

Charles Schwab & Co., Inc.

101 Montgomery Street

San Francisco, California 94104

Attention: Kathryn Battles SF345CAL-19-113

Fax: (415) 667-5090

Edward D. Jones & Co., L.P.

Corporate Bond Department

12555 Manchester Road

St. Louis, Missouri 63131

Attention: Karen Liebsch

Fax: (314) 515-3502

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Global Transaction Management Group

4 World Financial Center Floor 15

New York, New York 10080

Attention: Scott G. Primrose

Fax: (212) 449-2234

A-1

Morgan Stanley & Co. Incorporated

1585 Broadway

2 nd Floor

New York, New York 10036

Attention: Manager — Continuously Offered Products

Fax: (212) 761-0780

w/copy to:

1585 Broadway

29 th Floor

New York, New York 10036

Attention: Peter Cooper, Investment Banking Information Center

Fax: (212) 761-0260

Prudential Securities Incorporated

One New York Plaza

New York, New York 10292

Attention: Frederick J. Tate/Frank P. Sinatra

Fax: (212) 778-4456/4556

Salomon Smith Barney Inc.

Medium-Term Note Department

388 Greenwich Street

New York, New York 10013

Fax: (212) 816-0949

UBS PaineWebber Inc.

Taxable Fixed Income Department

Attention: Corporate Desk

800 Harbor Boulevard

Weehawken, New Jersey 07087

Fax: (201) 352-6900

With a copy to:

UBS PaineWebber Inc.

Transaction Management Group

299 Park Avenue

New York, New York 10171

Fax: (212) 821-5536

Attention: Karen Rockey

Wachovia Securities, Inc.

One Wachovia Center

301 South College Street, DC-8

Charlotte, North Carolina 28288-0602

Attention: Corporate Desk

Telecopier: (704) 383-7727

EXHIBIT B

General Electric Capital Corporation

$20,000,000,000

INTERNOTES

DUE FROM NINE MONTHS OR MORE FROM DATE OF ISSUE

ADMINISTRATIVE PROCEDURES

InterNotes, Due from nine months or more from date of issue are offered on a continuing basis by General Electric Capital Corporation. The Notes will be offered by Incapital LLC (the “Purchasing Agent”), Banc of America Securities LLC, A.G. Edwards & Sons, Inc., Charles Schwab & Co., Inc., Edward D. Jones & Co., L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Prudential Securities Incorporated, Salomon Smith Barney, Inc., UBS PaineWebber Inc. and Wachovia Securities, Inc. (collectively, the “Agents”) pursuant to a Selling Agent Agreement among the Company and the Agents dated as of the date hereof (the “Selling Agent Agreement”) and one or more terms agreements substantially in the form attached to the Selling Agent Agreement as Exhibit C (each a “Terms Agreement”). The Notes are being resold by the Purchasing Agent (and by any Agent that purchases them from the Purchasing Agent) (i) directly to customers of the Agents or (ii) to selected broker-dealers (the “Selected Dealers”) for distribution to their customers pursuant to a Master Selected Dealer Agreement (a “Dealers Agreement”) attached to the Selling Agent Agreement as Exhibit E. The Agents have agreed to use their reasonable best efforts to solicit purchases of the Notes. The Notes are senior debt and have been registered with the Securities and Exchange Commission (the “SEC”). JPMorgan Chase Bank is the trustee (the “Trustee”) for debt under a Third Amended and Restated Indenture dated as of February 27, 1997, as supplemented from time to time, between the Company and the Trustee (as supplemented, the “Indenture”) covering the Notes. Pursuant to the terms of the Indenture, JPMorgan Chase Bank also will serve as authenticating agent, issuing agent and paying agent.

Each tranche of Notes will be issued in book-entry only form (“Notes”) and represented by one or more fully registered global notes without coupons (each, a “Global Note”) held by the Trustee, as agent for The Depository Trust Corporation (“DTC”) and recorded in the book-entry system maintained by DTC. Each Global Note will have the annual interest rate, maturity and other terms set forth in the relevant Pricing Supplement (as defined in the Selling Agent Agreement). Owners of beneficial interests in a Global Note will be entitled to physical delivery of Notes issued in certificated form equal in principal amount to their respective beneficial interests only upon certain limited circumstances described in the Indenture.

Administrative procedures and specific terms of the offering are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding offers to purchase Notes and the details of their delivery.

Notes will be issued in accordance with the administrative procedures set forth in herein. To the extent the procedures set forth below conflict with or omit certain of the provisions of the Notes,

B-1

the Indenture, the Selling Agent Agreement or the Prospectus and the Pricing Supplement (together, the “Prospectus”), the relevant provisions of the Notes, the Indenture, the Selling Agent Agreement and the Prospectus shall control. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Selling Agent Agreement, the Prospectus in the form most recently filed with the SEC pursuant to Rule 424 of the 1933 Act, or in the Indenture.

Administrative Procedures for Notes

In connection with the qualification of Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its obligations under a Letter of Representations from the Company and the Trustee to DTC, dated November 22, 2002 and a Medium-Term Note Certificate Agreement between the Trustee and DTC (the “Certificate Agreement”) dated November 13, 2001 and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”). The procedures set forth below may be modified in compliance with DTC’s then-applicable procedures and upon agreement by the Company, the Trustee and the Purchasing Agent.

Exhibit 3(i)

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

GENERAL ELECTRIC CAPITAL CORPORATION

a Delaware corporation

Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, the undersigned Secretary of General Electric Capital Corporation hereby certifies as follows:

1.    The first paragraph of ARTICLE FOURTH of the Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

The total number of shares of stock which the corporation shall have authority to issue is 4,649,000 of which (a) 3,866,000 shall be common stock, par value $4.00 per share (the “Common Stock”), (b) 33,000 shall be variable cumulative preferred stock, par value $100.00 per share (the “Variable Cumulative Preferred Stock”) and (c) 750,000 shall be preferred stock, par value $.01 per share (the “Preferred Stock”).

2.    The definition number 32 of SECTION ONE of ARTICLE FOURTH of the Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

32.    “Maximum Rate” shall mean, on any date with respect to any share of Variable Cumulative Preferred Stock, a percentage (determined as set forth below based on the prevailing rating of such share of Variable Cumulative Preferred Stock in effect at the close of business on the Business Day immediately preceding such date and on the duration of the relevant Dividend Period) of the Applicable Determining Rate for such share on such date, provided , that during the continuance of a Payment Failure the applicable percentage shall be 200%:

For purposes of this definition, the “prevailing rating” of such series shall be (i) AA/Aa or above, if such series has a rating of AA- or better by Standard & Poor’s and Aa3 or better by Moody’s or the equivalent of both of such ratings by a substitute rating agency or agencies selected as provided below, (ii) if not AA/Aa or above, then A/A if such series has a rating of A- or better by Standard & Poor’s and A3 or better by Moody’s or the equivalent of both of such ratings by a substitute rating agency or agencies selected as provided below, (iii) if not AA/Aa or above or A/A, then BBB/Baa if such series has a rating of BBB- or better by Standard & Poor’s and Baa3 or better by Moody’s or the equivalent of both of such ratings by a substitute rating agency or agencies selected as provided below, and (iv) if not AA/Aa or above, A/A or BBB/Baa, then below BBB/Baa. The corporation will take all reasonable action necessary to enable Standard & Poor’s and Moody’s to provide a rating for the Variable Cumulative Preferred Stock of each series. If neither Standard & Poor’s nor Moody’s makes such a rating available, the corporation or its duly authorized agent will select one or two nationally recognized securities rating agencies to act as a substitute rating agency or agencies, as the case may be.

3.    This amendment to the Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

4.    This amendment shall not be effective until 9:00 a.m. Eastern Time on August 12, 2002.

[Signature Page Follows]

2

IN WITNESS WHEREOF, I hereby sign my name and affirm that the statements made herein are true under the penalties of perjury, this 6th day of August 2002.

3

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

GENERAL ELECTRIC CAPITAL CORPORATION

a Delaware corporation

Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, the undersigned Secretary of General Electric Capital Corporation hereby certifies as follows:

1.    The first paragraph of ARTICLE FOURTH of the Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

The total number of shares of stock which the corporation shall have authority to issue is 4,949,000 of which (a) 4,166,000 shall be common stock, par value $4.00 per share (the “Common Stock”), (b) 33,000 shall be variable cumulative preferred stock, par value $100.00 per share (the “Variable Cumulative Preferred Stock”) and (c) 750,000 shall be preferred stock, par value $.01 per share (the “Preferred Stock”).

2.    This amendment to the Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3.    This amendment shall not be effective until 9:00 a.m. Eastern Standard Time on January 28, 2003.

[Signature Page Follows]

4

IN WITNESS WHEREOF, General Electric Capital Corporation has caused this Certificate of Amendment to be executed by Brian T. McAnaney, its Secretary, on this 27th day of January, 2003.

5

Exhibit 3(ii)

BY-LAWS

OF

General Electric Capital Corporation

ARTICLE 1     Meetings of Stockholders

Section 1.1.     Annual Meetings .     If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by the Chairman of the Board, the Chief Executive Officer or the President of the corporation from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2.     Special Meetings .     Special meetings of stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President of the corporation, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice described in Section 1.3.

Section 1.3.     Notice of Meetings .     Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

Section 1.4.     Quorum .     Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum.

Section 1.5.     Organization .     Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Senior Vice President, or in his absence by a Vice President, or in the absence of a Vice President, the Secretary or in the absence of the foregoing persons by a chairman designated by the Board of Directors. The Secretary shall act as secretary of the meeting, or may designate any person to act as secretary of the meeting.

Section 1.6.     Voting .     Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by the certificate of incorporation, these by-laws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

ARTICLE 2     Board of Directors

Section 2.1.     Number; Qualifications .     The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the stockholders or by a resolution of a majority of the Board of Directors. Directors need not be stockholders.

Section 2.2.     Election; Resignation; Vacancies .     The Board of Directors shall initially consist of the persons named as directors in the certificate of incorporation or elected by the incorporator of the corporation, and each director so elected shall hold office until the first annual meeting of stockholders or until his successor is duly elected and qualified. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors, each of whom shall hold office for a term of one year or until his successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the corporation. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified.

Section 2.3.     Regular Meetings .     Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.

Section 2.4.      Special Meetings .     Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary, or any three (3) members of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the Secretary to each member of the Board of Directors at least one day before the meeting.

Section 2.5.     Telephonic Meetings Permitted .     Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof

2

by means of conference telephone, or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6.      Quorum; Vote Required for Action .     At all meetings of the Board of Directors one-third of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these by-laws or applicable law otherwise provides, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7.      Organization .     Meetings of the Board of Directors shall be presided over by such member of the Board of Directors as shall be selected by the Board of Directors at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.     Duties and Powers .     The Board of Directors shall have the control and management of the business and affairs of the corporation, and may adopt such rules and regulations for the conduct of its meetings and the management of the corporation as it may deem proper, not inconsistent with law or these by-laws .

ARTICLE 3     Committees

Section 3.1.     Committees .     The Board of Directors may designate one or more committees, including , without limitation, an Executive Committee, each committee to consist of one or more of the directors of the corporation. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 3.2.     Quorum .     Except as otherwise provided in a specific resolution of the Board of Directors, one-third in number of any committee (including the Executive Committee) appointed by the Board of Directors in accordance with Section 3.1 shall constitute a quorum at all meetings of such committee, and the act of a majority of the directors present at any such committee meeting at which there is a quorum shall be the act of such committee, except as may be otherwise specifically provided by the statutes of the State of Delaware.

Section 3.3.      Committee Rules .     Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of such committee’s business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws.

ARTICLE 4     Officers

Section 4.1.     Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies .     The Board of Directors may elect a Chairman of the

3

Board of Directors, one or more Vice Chairmen of the Board of Directors, a Chief Executive Officer, a Chief Operating Officer, one or more Presidents, one or more Executive Vice Presidents, one or more Senior Vice Presidents, a Controller, a Treasurer and a Secretary. The Board of Directors may also choose such subordinate officers and agents of the corporation as it may from time to time determine . Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person except for the offices of President and Secretary. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2.     Powers and Duties of Executive Officers .     The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

Section 4.3.      U.S. Citizenship Requirement .     No non-U.S. citizen shall be qualified or authorized to be Chairman of the Board of Directors or President or to exercise any powers or duties of such officers in his absence or during his disability, for so long as the corporation is required by the U.S. maritime laws to be a U.S. citizen by reason of its ownership, direct or indirect, or other interest in any vessel documented under the laws of the United States.

ARTICLE 5     Indemnification

Section 5.1.     Right to Indemnification .     (a) The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, the corporation shall not be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person unless the commencement of such proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the corporation.

(b)  The corporation may indemnify to the fullest extent permitted by law any person who is not a director or officer of the corporation to whom

4

the corporation is permitted by applicable law to provide indemnification, whether pursuant to rights granted pursuant to, or provided by, the General Corporation Law of the State of Delaware or other rights created by (i) resolution of stockholders, (ii) resolution of directors, or (iii) a written agreement providing for such indemnification authorized by any officer designated by the Board of Directors of the corporation for such purpose, it being expressly intended that these by-laws authorize the creation of other rights in any such manner.

Section 5.2.     Prepayment of Expenses .     (a) The corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding for which such Covered Person is entitled to be indemnified pursuant to Section 5.1(a) in advance of its final disposition; provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 5 or otherwise.

(b)   The corporation may pay the expenses (including attorneys’ fees) incurred by a person who is not a director or officer of the corporation to whom the corporation is permitted by applicable law to provide advancement of expenses in defending any proceeding for which such person is entitled to be indemnified pursuant to Section 5.1(b) in advance of its final disposition; provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the such person to repay all amounts advanced if it should be ultimately determined that the such person is not entitled to be indemnified under this Article 5 or otherwise.

Section 5.3.     Nonexclusivity of Rights .     The rights conferred on any Covered Person by this Article 5 shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.4.     Other Sources .     The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 5.5.     Amendment or Repeal .     Any repeal or modification of the foregoing provisions of this Article 5 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

5

Section 5.6.     Other Indemnification and Prepayment of Expenses .     This Article 5 shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE 6      Miscellaneous

Section 6.1.     Seal .     The corporate seal shall have the name of the corporation inscribed thereon, the date of the incorporation of the corporation and the state in which the corporation is incorporated or shall be in such other form as may be approved from time to time by the Board of Directors.

Section 6.2.     Manner of Notice .     Except as otherwise provided herein, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice to directors may be given by telegram, telecopier, telephone or other means of electronic transmission.

Section 6.3.     Waiver of Notice of Meetings of Stockholders, Directors and Committees .     Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

Section 6.4.      Amendment of By-laws .     These by-laws may be altered, amended or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise.

Section 6.5.     Writings and Electronic Transmission .     For purposes of these by-laws, any requirement for written action or notice may be satisfied through either a tangible writing or through electronic or digital transmission of such writing to the proper recipient.

* * *

[As amended by resolution of the Board of Directors dated September 19, 2002]

6

Exhibit 4(cc)

GENERAL ELECTRIC CAPITAL CORPORATION

and

JPMORGAN CHASE BANK

as Trustee