GECC SERIES A FIXED RATE PRICING SUPPLEMENT
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PROSPECTUS |
Pricing Supplement No. 3944 |
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Dated November 21, 2002 |
Dated September 10, 2003 |
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PROSPECTUS SUPPLEMENT |
Rule 424(b)(3)-Registration Statement |
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Dated November 22, 2002 |
No. 333-100527 |
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Fixed Rate Notes)
Trade Date: September 10, 2003
Settlement Date (Original Issue Date): September 17, 2003
Maturity Date: September 25, 2006
Principal Amount (in Specified Currency): US$ 750,000,000
Price to Public (Issue Price): 99.878%
Agent's Discount or Commission: 0.250%
Net Proceeds to Issuer: US$ 747,210,000
Interest Rate Per Annum: 2.750%
Interest Payment Date(s):
X March 25 and September 25 of each year commencing March 25, 2004 (with respect to the period from and including September 17, 2003 to but excluding March 25, 2004) and ending on the Maturity Date
___ Other:
Clearance and Settlement:
___ DTC only
X DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under "Global Clearance and Settlement Procedures" in the accompanying Prospectus Supplement)
___ DTC and Euroclear/Clearstream, Luxembourg (as described under "Description of Notes General - Special Provisions Relating to Certain Foreign Currency Notes" in the accompanying Prospectus Supplement).
___ Euroclear and Clearstream, Luxembourg only
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.
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(Fixed Rate) |
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Page 2 |
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Pricing Supplement No. 3944 |
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Dated September 10, 2003 |
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Rule 424(b)(3)-Registration Statement |
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No. 333-100527 |
CUSIP No.: 36962GE34
ISIN: US 36962 GE347
Common Code: 017668099
Repayment, Redemption and Acceleration
Optional Repayment Date(s): N/A
Initial Redemption Date: N/A
Initial Redemption Percentage: N/A
Annual Redemption Percentage Reduction: N/A
Modified Payment Upon Acceleration: N/A
Original Issue Discount:
Amount of OID: N/A
Yield to Maturity: N/A
Interest Accrual Date: N/A
Initial Accrual Period OID: N/A
Amortizing Notes:
Amortization Schedule: N/A
Dual Currency Notes:
Face Amount Currency: N/A
Optional Payment Currency: N/A
Designated Exchange Rate: N/A
Option Value Calculation Agent: N/A
Option Election Date(s): N/A
Indexed Notes:
Currency Base Rate: N/A
Determination Agent: N/A
Listing:
_X_ Listed on the Luxembourg Exchange
___ Not listed on the Luxembourg Exchange
___ Other listing: (specify)
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(Fixed Rate) |
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Page 3 |
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Pricing Supplement No. 3944 |
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Dated September 10, 2003 |
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Rule 424(b)(3)-Registration Statement |
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No. 333-100527 |
Additional Information:
General.
At June 30, 2003, the Company had outstanding indebtedness totaling $284.519 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year. The total amount of outstanding indebtedness at June 30, 2003, excluding subordinated notes payable after one year was equal to $283.635 billion.
Consolidated Ratio of Earnings to Fixed Charges.
The information contained in the Prospectus under the caption "Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as follows:
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Year Ended December 31, |
Six Months ended June 30, 2003 |
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1998 |
1999 |
2000 |
2001 |
2002 |
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1.50 |
1.60 |
1.52 |
1.72 |
1.65 |
1.76 |
For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals.
Plan of Distribution:
The Notes are being purchased by the following financial institutions in their respective amounts (collectively, the "Underwriters"), as principal, at 99.878% of the aggregate principal amount less an underwriting discount equal to 0.250% of the principal amount of the Notes.
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Institution Barclays Capital Inc. |
Commitment $ 187,500,000 |
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Deutsche Bank Securities Inc. |
187,500,000 |
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J.P. Morgan Securities Inc. |
187,500,000 |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
187,500,000 |
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Total |
$ 750,000,000 |
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(Fixed Rate) |
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Page 4 |
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Pricing Supplement No. 3944 |
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Dated September 10, 2003 |
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Rule 424(b)(3)-Registration Statement |
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No. 333-100527 |
The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
J.P. Morgan Securities Inc. ("JPMorgan") will make the securities available for distribution on the Internet through a proprietary Web site and/or a third-party system operated by Market Axess Inc., an Internet-based communications technology provider. Market Axess Inc. is providing the system as a conduit for communications between JPMorgan and its customers and is not a party to any transactions. Market Axess Inc., a registered broker-dealer, will receive compensation from JPMorgan based on transactions JPMorgan conducts through the system. JPMorgan will make the securities available to its customers through the Internet distributions, whether made through a proprietary or third-party system, on the same terms as distributions made through other channels.
US$ 750,000,000
GENERAL ELECTRIC CAPITAL CORPORATION
Global Medium-Term Notes, Series A
TERMS AGREEMENT
September 10, 2003
GENERAL ELECTRIC CAPITAL CORPORATION
201 High Ridge Road
Stamford, CT 06927
Attention: Senior Vice President - Corporate Treasury and
Global Funding Operation
Re: Second Amended and Restated U.S. Distribution Agreement dated as of April 16, 2002, as amended on November 22, 2002 ("U.S. Distribution Agreement")
Each of the undersigned (the "Agents") agrees to purchase the principal amount of Global Medium-Term Notes (Pricing Supplement No. 3944) set forth opposite its name on the Schedule I hereto, having the following terms:
Maturity Date: September 25, 2006
Principal Amount: US$ 750,000,000
Issue Price: 99.878%
Settlement Date: September 17, 2003
Place of Delivery: J.P. Morgan Securities Inc., Transaction Execution Group, 270 Park Avenue, 7th Floor, New York, NY 10017
Issue Date: September 17, 2003
Specified Currency: United States Dollars
Interest Rate: 2.750%
Interest Payment Dates: Semi-Annually, on March 25th and September 25th of each year, commencing March 25, 2004 (with respect to the period from and including September 17, 2003 to but excluding March 25, 2004) and ending on the Maturity Date.
Redemption at the option of the Company: None
Repayment at the option of the holder: None
Discount/Commissions: 0.250%
Listing: Luxembourg Exchange
Terms used but not defined herein shall have the meaning assigned to them in the U.S. Distribution Agreement.
To the extent that any of the Underwriters listed on Schedule I are not named as Agents in the U.S. Distribution Agreement, such entities are hereby appointed Agents thereunder with respect to this transaction.
The certificate referred to in Section 5(b) of the U.S. Distribution Agreement, the opinion referred to in Section 5(a)(i) of the U.S. Distribution Agreement and the accountants' letter referred to in Section 5(c) of the U.S. Distribution Agreement will be required.
J. P. MORGAN SECURITIES INC.
and the other Agents listed on Schedule I
Acting each by its duly authorized attorney
J. P. MORGAN SECURITIES INC.
By: _______________________________
Title:
Accepted:
GENERAL ELECTRIC CAPITAL CORPORATION
By: _____________________________________
Dennis R. Sweeney
Vice President
Schedule I
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Institution Barclays Capital Inc. |
Commitment $ 187,500,000 |
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Deutsche Bank Securities Inc. |
187,500,000 |
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J.P. Morgan Securities Inc. |
187,500,000 |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
187,500,000 |
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Total |
$ 750,000,000 |
GENERAL ELECTRIC CAPITAL CORPORATION
Executive Officer's Certificate
I, Dennis R. Sweeney, Vice President of General Electric Capital Corporation, a Delaware corporation (the "Company"), DO HEREBY CERTIFY pursuant to Section 5(b) of the Second Amended and Restated U.S. Distribution Agreement dated as of April 16, 2002, as amended on November 22, 2002 (the "Distribution Agreement"), among the Company and the Agents named therein, relating to Global Medium-Term Notes, Series A and the related Terms Agreement dated as of September 10, 2003 between the Company, Citigroup Global Markets Inc. and the other agents named therein:
The representations and warranties of the Company contained in the Distribution Agreement are true and correct on and as of the date hereof, as if made on and as of such date and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Distribution Agreement at or prior to the date hereof; and
No stop order suspending the effectiveness of the Registration Statement is in effect, and, to the best of my knowledge, no proceedings for such purpose are pending before or threatened by the Securities and Exchange Commission, and there has been no material adverse change in the condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Prospectus, the Prospectus Supplement, and the Pricing Supplement.
Capitalized terms used in this certificate have the meanings ascribed to them in the Distribution Agreement referred to above.
IN WITNESS WHEREOF, I have signed this certificate as of this 17th day of September, 2003.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
Dennis R. Sweeney
Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
Assistant Secretary's Certificate
I, Alan M. Green, Assistant Secretary of General Electric Capital Corporation, a Delaware corporation (the "Company"), hereby certify that:
(a) No amendment or other document relating to or affecting the Certificate of Incorporation of the Company has been filed in the office of the Secretary of the State of Delaware since January 28, 2003, and no action has been taken by the Company or its stockholders, directors or officers in contemplation of the filing of any amendment or other document relating to or affecting the Certificate of Incorporation of the Company or in contemplation of the liquidation or dissolution of the Company or threatening its corporate existence;
(b) Attached hereto as Annex A is a true and correct copy of the By-Laws of the Company as in full force and effect at all times since September 19, 2002 to and including the date hereof;
(c) Attached hereto as Annex B are true copies of the resolutions duly adopted by the Board of Directors of the Company at meetings held on March 20, 2003 and September 9, 2003; such resolutions have not been amended, modified or rescinded and remain in full force; and such resolutions are the only resolutions adopted by the Company's Board of Directors or any committee thereof relating to the Company's Fixed Rate Notes due September 25, 2006;
(d) Each person who, as an officer or attorney-in-fact of the Company, signed the (i) Third Amended and Restated U.S. Distribution Agreement (ii) the Notes; (iii) the Terms Agreement, or any other document delivered in connection with the issuance, offering or sale of the Notes as contemplated by the Terms Agreement, was at the time of such signing and delivery duly elected or appointed, qualified and acting as such officer or duly appointed and acting as such attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures ; and
(e) Since the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2003, through the date hereof, there have been no reports (other than reports relating to securities of issuers other than the Company) filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or proxy statements or information statements filed by the Company pursuant to Section 14 of the 1934 Act.
IN WITNESS WHEREOF, I have hereunto signed my name as of September 17, 2003.
______________________________
Alan M. Green
Assistant Secretary
Alan M. Green
General Electric Capital CorporationGeneral Counsel - Treasury Operation 201 High Ridge Road
and Assistant Secretary Stamford, CT 06927-9400
203-961-5077, Dial Comm 8*228-5077
FAX 203-357-3490, Dial Comm 8*228-3490
Internet: alan.green1@ge.com
September 17, 2003
J.P. Morgan Securities Inc.
on behalf of itself as Agent
and the Agents listed on Annex A hereto
270 Park Avenue, 7th Floor
New York, New York 10017
Re: US$ 750,000,000 Fixed Rate Notes Due September 25, 2006
Ladies and Gentlemen:
I am General Counsel - Treasury Operation of General Electric Capital Corporation, a Delaware corporation (the "Company"), and have been asked to provide this opinion letter in connection with (i) the issuance by the Company of US$ 750,000,000 of its Global Medium-Term Notes, Series A, described in the Pricing Supplement referred to below (the "Notes") under a Third Amended and Restated Indenture dated as of February 27, 1997, as amended 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, each between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee, (collectively, the "Indenture"), (ii) the sale and delivery of the Notes to you pursuant to (a) the Second Amended and Restated U.S. Distribution Agreement dated as of April 16, 2002 as amended on November 22, 2002 (the "Distribution Agreement"), between the Company and the agents named therein, and (b) the Terms Agreement dated as of September 10, 2003, (the "Terms Agreement") between the Company and the Agents in connection with the purchase from the Company by the Agents of the Notes.
In this regard, I have reviewed the above referenced documents, the Registration Statement on Form S-3 (File No. 333-100527 and all amendments thereto (as so amended, the "Registration Statement") and the following filings under Rule 424(b) of the Securities Act of 1933 (the "1933 Act"): (i) the prospectus dated November 21, 2002 (the "Basic Prospectus"), (ii) a prospectus supplement dated November 22, 2002 (the "Prospectus Supplement") relating to the Global Medium-Term Notes, Series A, and (iii) the Pricing Supplement No. 3944 dated September 10, 2003 (the "Pricing Supplement") relating to the Notes. The Basic Prospectus, as supplemented by the Prospectus Supplement and the Pricing Supplement, is herein called the "Prospectus," and references in this letter to the Registration Statement or the Prospectus as amended or supplemented and to amendments and supplements include all amendments and supplements relating to the Registration Statement, the Basic Prospectus, the Prospectus Supplement and the Pricing Supplement to the date hereof except for supplements relating only to securities other than the Notes. I have also examined such other documents, certificates and instruments and have made such investigation as I have deemed appropriate in order to give the opinions expressed herein.
Based upon the foregoing, it is my opinion that:
1. The Company has been duly incorporated and is validly existing in good standing under the laws of the State of Delaware.
2. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires such qualification.
3. The Indenture 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 and has been qualified under the Trust Indenture Act of 1939, as amended.
4. The Notes have been duly authorized by all necessary corporate action and, when executed and authenticated in accordance with the terms of the Indenture and delivered and paid for by the Agents as principal pursuant to the Terms Agreement, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits of the Indenture.
5. Each of the Distribution Agreement and the 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 indemnity and contribution thereunder may be limited under applicable federal or state law in the United States.
7. The statements contained in the Prospectus under the captions "Description of the Notes" and "Plan of Distribution" fairly present the matters referred to therein.
8. Each document incorporated by reference in the Prospectus which was filed pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which I express no 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.
9. The Registration Statement is effective under the 1933 Act and, to the best of my knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission.
10. The Registration Statement, the Prospectus, the Pricing Supplement 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 I express no opinion) comply as to form in all material respects with the 1933 Act and the rules and regulations of the Commission thereunder.
Based upon my participation in the preparation of the Registration Statement and my review of the Prospectus, the Prospectus Supplement and the Pricing Supplement and any amendments and supplements thereto (including documents incorporated by reference) and examination and discussion of the contents thereof, but without independent check or verification except with respect to the summary of the provisions of the Indenture and the Notes to which my opinion in paragraph 7 relates, I believe that (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which I express no view) the Registration Statement, at the time they became effective, 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 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.
My opinions in paragraphs 3, 4 and 5, insofar as they 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).
I am furnishing this opinion to you solely for your benefit in connection with the transaction herein contemplated, and this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose, or relied upon by, or delivered to, any other person, without my prior written approval in each instance. My opinion is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal law of the United States.
Very truly yours,
Alan M. Green
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Barclays Capital Inc. . |
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Deutsche Bank Securities Inc. |
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J.P. Morgan Securities Inc. |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
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General Electric Capital Corporation
Officers' Certificate
with respect to
Global Medium-Term Notes, Series A
Trade No. 3944
The undersigned officers of General Electric Capital Corporation (the "Company"), pursuant to authority delegated to them by resolutions of the Board of Directors of the Company adopted on March 20, 2003 (the "Resolutions") and for the purpose of establishing certain terms for Global Medium Term Notes, Series A, Trade No.: 3944 (the "Notes") to be issued pursuant to the provisions of the Third Amended and Restated Indenture dated as of February 27, 1997, between the Company and JPMorgan Chase Bank as successor 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, hereby certify that, pursuant to the Resolutions, the terms of the Notes and of the sale thereof, as set forth on the Schedule annexed hereto, have been approved by the undersigned.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:_________________________________
Senior Vice President - Corporate Treasury
and Global Funding Operation
By:_________________________________
Vice Chairman and Chief Financial Officer
Dated: September 10, 2003
SCHEDULE
Agent: Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
Trade No. 3944
Method of Sale: Underwritten
Certain Terms of the Notes:
Principal Amount of Notes: US$ 750,000,000
DTC Registered: Yes
Listing: None
Maturity Date: September 25, 2006
Interest Rate: 2.750%
Payment Frequency: Semi-Annually on each March 25 and September 25 of each year commencing March 25, 2004
First Interest Payment Date: March 25, 2004
Issue Price: 99.878 % of the principal amount of the Notes
Commissions: 0.250% of the principal amount of the Notes
Closing Date: September 17, 2003
g
GE CapitalLisa R. King
General Electric Capital CorporationParalegal 201 High Ridge Road
Treasury Operation Stamford, CT 06927-9400
203-961-5078, Dial Comm 8*228-5078
FAX 203-357-3490, Dial Comm 8*228-3490
Internet:.lisa.king@gecapital.com
September 15, 2003
To: Carl Mehldau/Craig Wenzel
J.P. Morgan Securities Inc.
From: Lisa R. King
Paralegal - Treasury
Re: US$ 750,000,000 2.750% Fixed Rate Notes Due September 25, 2006
Enclosed please find two original copies of the Terms Agreements for the above referenced issues. Please sign the two copies, keep one original for your files and return the other to my attention as soon as possible.
In addition, please also find one original each of the following closing documents:
1. Pricing Supplement
2. Executive Officer's Certificate
The KPMG comfort letter will be sent directly to your attention from Laura Thom of KPMG.
Please give me a call at (203) 961-5078 should you have any questions. Thanks.
Enclosures