STATEMENT OF ELIGIBILITY OF DEUTSCHE BANK TRUST COMPANY AMERICAS...AS TRUSTEE

Exhibit 25.4

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

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DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)

60 WALL STREET
NEW YORK, NEW YORK 10005
(Address of principal (Zip Code)
executive offices)

Deutsche Bank Trust Company Americas
Attention: Will Christoph
Legal Department
1301 6th Avenue, 8th Floor
New York, New York 10019
(212) 469-0378
(Name, address and telephone number of agent for service)

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RENAISSANCERE HOLDINGS LTD.
(Exact name of Registrant as specified in its charter)

Bermuda 98-0138020
(State or other jurisdiction of (IRS Employer Identification no.)
incorporation or organization) c/o Tracy H. Bowden
Renaissance House General Counsel and Secretary
8-12 East Broadway, Pembroke HM 19 Glencoe U.S. Holdings Inc.
Bermuda 5080 Spectrum Drive, Suite 900 East
(441) 295-4513 Addison, Texas 75001
(Address, including zip code and (972) 664-7110
telephone number of principal (Name, address, including zip code
executive offices) and telephone number of
agent for service)

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RENAISSANCERE CAPITAL TRUST II
(Exact name of Registrant as specified in its charter)

Delaware 42-6625345
(State or other jurisdiction of (IRS Employer Identification no.)
incorporation or organization) c/o Tracy H. Bowden
c/o Glencoe U.S. Holdings Inc. General Counsel and Secretary
5080 Spectrum Drive, Suite 900 East Glencoe U.S. Holdings Inc.
Addison, Texas 75001 5080 Spectrum Drive, Suite 900 East
(972) 664-7110 Addison, Texas 75001
(Address, including zip code and (972) 664-7110
telephone number, including area code, of (Name, address, including zip code
Registrant's principal executive offices) and telephone number, including
area code, of agent for service)

Trust Preferred Securities
(Title of Indenture Securities)

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Item 1. General Information.
Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority
to which it is subject.

Name Address
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.
Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such
affiliation.

None.

Item 3.-15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 - Restated Organization Certificate of Bankers Trust
Company dated August 6, 1998, Certificate of Amendment
of the Organization Certificate of Bankers Trust
Company dated September 25, 1998, Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated December 16, 1998, and Certificate
of Amendment of the Organization Certificate of Bankers
Trust Company dated February 27, 2002, copies attached.

Exhibit 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.

Exhibit 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement, Registration
No. 33-21047.

Exhibit 4 - Existing By-Laws of Deutsche Bank Trust Company
Americas, as amended on April 15, 2002. Copy attached.

-2-


Exhibit 5 - Not applicable.

Exhibit 6 - Consent of Bankers Trust Company required by Section
321(b) of the Act. - Incorporated herein by reference
to Exhibit 4 filed with Form T-1 Statement,
Registration No. 22-18864.

Exhibit 7 - The latest report of condition of Deutsche Bank Trust
Company Americas dated as of March 31, 2004. Copy
attached.

Exhibit 8 - Not Applicable.

Exhibit 9 - Not Applicable.

-3-


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Deutsche Bank Trust Company Americas, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on this 9th day of July, 2004.

DEUTSCHE BANK TRUST COMPANY AMERICAS


By: /s/ Dorothy Robinson
--------------------------------
Dorothy Robinson
Vice President

-4-


State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF
THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the
Banking Law," dated September 16, 1998, providing for an increase in authorized
capital stock from $3,001,666,670 consisting of 200,166,667 shares with a par
value of $10 each designated as Common Stock and 1,000 shares with a par value
of $1,000,000 each designated as Series Preferred Stock to $3,501,666,670
consisting of 200,166,667 shares with a par value of $10 each designated as
Common Stock and 1,500 shares with a par value of $1,000,000 each designated as
Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York, this 25th day of September in the Year of our Lord one thousand nine
hundred and ninety-eight.


Manuel Kursky
------------------------------------
Deputy Superintendent of Banks


RESTATED
ORGANIZATION
CERTIFICATE
OF
BANKERS TRUST COMPANY

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Under Section 8007
Of the Banking Law

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Bankers Trust Company
1301 6th Avenue, 8th Floor
New York, N.Y. 10019

Counterpart Filed in the Office of the Superintendent of Banks,
State of New York, August 31, 1998


RESTATED ORGANIZATION CERTIFICATE
OF
BANKERS TRUST
Under Section 8007 of the Banking Law

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We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary and a Vice President and an Assistant
Secretary of BANKERS TRUST COMPANY, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on March 5, 1903.

3. The text of the organization certificate, as amended heretofore, is
hereby restated without further amendment or change to read as herein-set forth
in full, to wit:

"Certificate of Organization
of
Bankers Trust Company

Know All Men By These Presents That we, the undersigned, James A. Blair,
James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A. Barton
Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H. Porter,
John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C. Young,
all being persons of full age and citizens of the United States, and a majority
of us being residents of the State of New York, desiring to form a corporation
to be known as a Trust Company, do hereby associate ourselves together for that
purpose under and pursuant to the laws of the State of New York, and for such
purpose we do hereby, under our respective hands and seals, execute and duly
acknowledge this Organization Certificate in duplicate, and hereby specifically
state as follows, to wit:

I. The name by which the said corporation shall be known is Bankers Trust
Company.

II. The place where its business is to be transacted is the City of New
York, in the State of New York.

III. Capital Stock: The amount of capital stock which the corporation is
hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand,
Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million,
One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a
par value of One Million Dollars ($1,000,000) each designated as Series
Preferred Stock.

(a) Common Stock

1. Dividends: Subject to all of the rights of the Series Preferred Stock,
dividends may be declared and paid or set apart for payment upon the Common
Stock out of any assets or funds of the corporation legally available for the
payment of dividends.

2. Voting Rights: Except as otherwise expressly provided with respect to
the Series Preferred Stock or with respect to any series of the Series Preferred
Stock, the Common Stock shall have the exclusive right to vote for the election
of directors and for all other purposes, each holder of the Common Stock being
entitled to one vote for each share thereof held.


3. Liquidation: Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

4. Preemptive Rights: No holder of Common Stock of the corporation shall be
entitled, as such, as a matter of right, to subscribe for or purchase any part
of any new or additional issue of stock of any class or series whatsoever, any
rights or options to purchase stock of any class or series whatsoever, or any
securities convertible into, exchangeable for or carrying rights or options to
purchase stock of any class or series whatsoever, whether now or hereafter
authorized, and whether issued for cash or other consideration, or by way of
dividend or other distribution.

(b) Series Preferred Stock

1. Board Authority: The Series Preferred Stock may be issued from time to
time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article III, to issue from time to
time Series Preferred Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate pursuant to the Banking Law,
the number of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by law, to convert
into shares of any class or into shares of any series of any class), preferences
and limitations of the shares in each such series, including, buy without
limiting the generality of the foregoing, the following:

(i) The number of shares to constitute such series (which number may
at any time, or from time to time, be increased or decreased by the Board
of Directors, notwithstanding that shares of the series may be outstanding
at the time of such increase or decrease, unless the Board of Directors
shall have otherwise provided in creating such series) and the distinctive
designation thereof;

(ii) The dividend rate on the shares of such series, whether or not
dividends on the shares of such series shall be cumulative, and the date or
dates, if any, from which dividends thereon shall be cumulative;

(iii) Whether or not the share of such series shall be redeemable,
and, if redeemable, the date or dates upon or after which they shall be
redeemable, the amount or amounts per share (which shall be, in the case of
each share, not less than its preference upon involuntary liquidation, plus
an amount equal to all dividends thereon accrued and unpaid, whether or not
earned or declared) payable thereon in the case of the redemption thereof,
which amount may vary at different redemption dates or otherwise as
permitted by law;

(iv) The right, if any, of holders of shares of such series to convert
the same into, or exchange the same for, Common Stock or other stock as
permitted by law, and the terms and conditions of such conversion or
exchange, as well as provisions for adjustment of the conversion rate in
such events as the Board of Directors shall determine;

(v) The amount per share payable on the shares of such series upon the
voluntary and involuntary liquidation, dissolution or winding up of the
corporation;

(vi) Whether the holders of shares of such series shall have voting
power, full or limited, in addition to the voting powers provided by law
and, in case additional voting powers are accorded, to fix the extent
thereof; and

(vii) Generally to fix the other rights and privileges and any
qualifications, limitations or restrictions of such rights and privileges
of such series, provided, however, that no such rights, privileges,
qualifications, limitations or restrictions shall be in conflict with the
organization certificate


of the corporation or with the resolution or resolutions adopted by the
Board of Directors providing for the issue of any series of which there are
shares outstanding.

All shares of Series Preferred Stock of the same series shall be identical
in all respects, except that shares of any one series issued at different times
may differ as to dates, if any, from which dividends thereon may accumulate. All
shares of Series Preferred Stock of all series shall be of equal rank and shall
be identical in all respects except that to the extent not otherwise limited in
this Article III any series may differ from any other series with respect to any
one or more of the designations, relative rights, preferences and limitations
described or referred to in subparagraphs (I) to (vii) inclusive above.

2. Dividends: Dividends on the outstanding Series Preferred Stock of each
series shall be declared and paid or set apart for payment before any dividends
shall be declared and paid or set apart for payment on the Common Stock with
respect to the same quarterly dividend period. Dividends on any shares of Series
Preferred Stock shall be cumulative only if and to the extent set forth in a
certificate filed pursuant to law. After dividends on all shares of Series
Preferred Stock (including cumulative dividends if and to the extent any such
shares shall be entitled thereto) shall have been declared and paid or set apart
for payment with respect to any quarterly dividend period, then and not
otherwise so long as any shares of Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out the assets
or funds of the corporation legally available therefor.

All Shares of Series Preferred Stock of all series shall be of equal rank,
preference and priority as to dividends irrespective of whether or not the rates
of dividends to which the same shall be entitled shall be the same and when the
stated dividends are not paid in full, the shares of all series of the Series
Preferred Stock shall share ratably in the payment thereof in accordance with
the sums which would be payable on such shares if all dividends were paid in
full, provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

4. Liquidation: In the event of any liquidation, dissolution or winding up
of the corporation, whether voluntary or involuntary, each series of Series
Preferred Stock shall have preference and priority over the Common Stock for
payment of the amount to which each outstanding series of Series Preferred Stock
shall be entitled in accordance with the provisions thereof and each holder of
Series Preferred Stock shall be entitled to be paid in full such amount, or have
a sum sufficient for the payment in full set aside, before any payments shall be
made to the holders of the Common Stock. If, upon liquidation, dissolution or
winding up of the corporation, the assets of the corporation or proceeds
thereof, distributable among the holders of the shares of all series of the
Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of the Common Stock.

5. Redemption: In the event that the Series Preferred Stock of any series
shall be made redeemable as provided in clause (iii) of paragraph 1 of section
(b) of this Article III, the corporation, at the option of the Board of
Directors, may redeem at any time or times, and from time to time, all or any
part of any one or more series of Series Preferred Stock outstanding by paying
for each share the then applicable redemption price fixed by the Board of
Directors as provided herein, plus an amount equal to accrued and unpaid
dividends to the date fixed for redemption, upon such notice and terms as may be
specifically provided in the certificate filed pursuant to law with respect to
the series.

6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter or right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend.

(c) Provisions relating to Floating Rate Non-Cumulative Preferred Stock,
Series A. (Liquidation value $1,000,000 per share.)

1. Designation: The distinctive designation of the series established
hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A"
(hereinafter called "Series A Preferred Stock").

2. Number: The number of shares of Series A Preferred Stock shall initially
be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or
otherwise acquired by the corporation shall be cancelled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series.

3. Dividends:

(a) Dividend Payments Dates. Holders of the Series A Preferred Stock shall
be entitled to receive non-cumulative cash dividends when, as and if declared by
the Board of Directors of the corporation, out of funds legally available
therefor, from the date of original issuance of such shares (the "Issue Date")
and such dividends will be payable on March 28, June 28, September 28 and
December 28 of each year ("Dividend Payment Date") commencing September 28,
1990, at a rate per annum as determined in paragraph 3(b) below. The period
beginning on the Issue Date and ending on the day preceding the first Dividend
Payment Date and each successive period beginning on a Dividend Payment Date and
ending on the date preceding the next succeeding Dividend Payment Date is herein
called a "Dividend Period". If any Dividend Payment Date shall be, in The City
of New York, a Sunday or a legal holiday or a day on which banking institutions
are authorized by law to close, then payment will be postponed to the next
succeeding business day with the same force and effect as if made on the
Dividend Payment Date, and no interest shall accrue for such Dividend Period
after such Dividend Payment Date.

(b) Dividend Rate. The dividend rate from time to time payable in respect
of Series A Preferred Stock (the "Dividend Rate") shall be determined on the
basis of the following provisions:

(i) On the Dividend Determination Date, LIBOR will be determined on the
basis of the offered rates for deposits in U.S. dollars having a maturity of
three months commencing on the second London Business Day immediately following
such Dividend Determination Date, as such rates appear on the Reuters Screen
LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in
respect of such Dividend Determination Dates will be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths of
a percent rounded upwards) of such offered rates. If fewer than those offered
rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.

(ii) On any Dividend Determination Date on which fewer than those offered
rates for the applicable maturity appear on the Reuters Screen LIBO Page as
specified in paragraph (I) above, LIBOR will be determined on the basis of the
rates at which deposits in U.S. dollars having a maturity of three months
commencing on the second London Business Day immediately following such Dividend
Determination Date and in a principal amount of not less than $1,000,000 that is
representative of a single transaction in such market at such time are offered
by three major banks in the London interbank market selected by the corporation
at approximately 11:00 A.M., London time, on such Dividend Determination Date to
prime banks in the London market. The corporation will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Dividend Determination Date will be the arithmetic mean (rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of the rates quoted by three major banks in New York
City selected by the corporation at approximately 11:00 A.M., New York City
time, on such Dividend Determination Date for loans in U.S. dollars to leading
European banks having a maturity of three months commencing on the second London
Business Day immediately following such Dividend Determination Date and in a
principal amount of not less than $1,000,000 that is representative of a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid by the corporation are not quoting as aforementioned in
this sentence, then, with respect to such Dividend Period, LIBOR for the
preceding Dividend Period will be continued as LIBOR for such Dividend Period.

(iii) The Dividend Rate for any Dividend Period shall be equal to the lower
of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is
determined by sections (I) or (ii) above.


As used above, the term "Dividend Determination Date" shall mean, with respect
to any Dividend Period, the second London Business Day prior to the commencement
of such Dividend Period; and the term "London Business Day" shall mean any day
that is not a Saturday or Sunday and that, in New York City, is not a day on
which banking institutions generally are authorized or required by law or
executive order to close and that is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

4. Voting Rights: The holders of the Series A Preferred Stock shall have
the voting power and rights set forth in this paragraph 4 and shall have no
other voting power or rights except as otherwise may from time to time be
required by law.

So long as any shares of Series A Preferred Stock remain outstanding, the
corporation shall not, without the affirmative vote or consent of the holders of
at least a majority of the votes of the Series Preferred Stock entitled to vote
outstanding at the time, given in person or by proxy, either in writing or by
resolution adopted at a meeting at which the holders of Series A Preferred Stock
(alone or together with the holders of one or more other series of Series
Preferred Stock at the time outstanding and entitled to vote) vote separately as
a class, alter the provisions of the Series Preferred Stock so as to materially
adversely affect its rights; provided, however, that in the event any such
materially adverse alteration affects the rights of only the Series A Preferred
Stock, then the alteration may be effected with the vote or consent of at least
a majority of the votes of the Series A Preferred Stock; provided, further, that
an increase in the amount of the authorized Series Preferred Stock and/or the
creation and/or issuance of other series of Series Preferred Stock in accordance
with the organization certificate shall not be, nor be deemed to be, materially
adverse alterations. In connection with the exercise of the voting rights
contained in the preceding sentence, holders of all series of Series Preferred
Stock which are granted such voting rights (of which the Series A Preferred
Stock is the initial series) shall vote as a class (except as specifically
provided otherwise) and each holder of Series A Preferred Stock shall have one
vote for each share of stock held and each other series shall have such number
of votes, if any, for each share of stock held as may be granted to them.

The foregoing voting provisions will not apply if, in connection with the
matters specified, provision is made for the redemption or retirement of all
outstanding Series A Preferred Stock.

5. Liquidation: Subject to the provisions of section (b) of this Article
III, upon any liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, the holders of the Series A Preferred Stock shall have
preference and priority over the Common Stock for payment out of the assets of
the corporation or proceeds thereof, whether from capital or surplus, of
$1,000,000 per share (the "liquidation value") together with the amount of all
dividends accrued and unpaid thereon, and after such payment the holders of
Series A Preferred Stock shall be entitled to no other payments.

6. Redemption: Subject to the provisions of section (b) of this Article
III, Series A Preferred Stock may be redeemed, at the option of the corporation
in whole or part, at any time or from time to time at a redemption price of
$1,000,000 per share, in each case plus accrued and unpaid dividends to the date
of redemption.

At the option of the corporation, shares of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized but
unissued shares of Series Preferred Stock.

In the case of any redemption, the corporation shall give notice of such
redemption to the holders of the Series A Preferred Stock to be redeemed in the
following manner: a notice specifying the shares to be redeemed and the time and
place of redemption (and, if less than the total outstanding shares are to be
redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be mailed by first class mail, addressed to the holders of
record of the Series A Preferred Stock to be redeemed at their respective
addresses as the same shall appear upon the books of the corporation, not more
than sixty (60) days and not less than thirty (30) days previous to the date
fixed for redemption. In the event such notice is not given to any shareholder
such failure to give notice shall not affect the notice given to other
shareholders. If less than the whole amount of outstanding Series A Preferred
Stock is to be redeemed, the shares to be redeemed shall be selected by lot or
pro rata in any manner determined by resolution of the Board of Directors to be
fair and proper. From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys
at the time and place of redemption for the payment of the redemption price) all
dividends upon the Series A Preferred Stock so called for redemption shall cease
to accrue, and all rights of the holders of said Series A Preferred Stock as
stockholders in the corporation, except the right to receive the redemption
price (without interest) upon surrender of the certificate representing the
Series A Preferred Stock so called for redemption, duly endorsed for transfer,
if required, shall cease and terminate. The corporation's obligation to


provide moneys in accordance with the preceding sentence shall be deemed
fulfilled if, on or before the redemption date, the corporation shall deposit
with a bank or trust company (which may be an affiliate of the corporation)
having an office in the Borough of Manhattan, City of New York, having a capital
and surplus of at least $5,000,000 funds necessary for such redemption, in trust
with irrevocable instructions that such funds be applied to the redemption of
the shares of Series A Preferred Stock so called for redemption. Any interest
accrued on such funds shall be paid to the corporation from time to time. Any
funds so deposited and unclaimed at the end of two (2) years from such
redemption date shall be released or repaid to the corporation, after which the
holders of such shares of Series A Preferred Stock so called for redemption
shall look only to the corporation for payment of the redemption price.

IV. The name, residence and post office address of each member of the
corporation are as follows:

Name Residence Post Office Address
---- --------- -------------------

James A. Blair 9 West 50th Street, 33 Wall Street,
Manhattan, New York City Manhattan, New York City

James G. Cannon 72 East 54th Street, 14 Nassau Street,
Manhattan New York City Manhattan, New York City

E. C. Converse 3 East 78th Street, 139 Broadway,
Manhattan, New York City Manhattan, New York City

Henry P. Davison Englewood, 2 Wall Street,
New Jersey Manhattan, New York City

Granville W. Garth 160 West 57th Street, 33 Wall Street
Manhattan, New York City Manhattan, New York City

A. Barton Hepburn 205 West 57th Street 83 Cedar Street
Manhattan, New York City Manhattan, New York City

William Logan Montclair, 13 Nassau Street
New Jersey Manhattan, New York City

George W. Perkins Riverdale, 23 Wall Street,
New York Manhattan, New York City

William H. Porter 56 East 67th Street 270 Broadway,
Manhattan, New York City Manhattan, New York City

John F. Thompson Newark, 143 Liberty Street,
New Jersey Manhattan, New York City

Albert H. Wiggin 42 West 49th Street, 214 Broadway,
Manhattan, New York City Manhattan, New York City

Samuel Woolverton Mount Vernon, 34 Wall Street,
New York Manhattan, New York City

Edward F.C. Young 85 Glenwood Avenue, 1 Exchange Place,
Jersey City, New Jersey Jersey City, New Jersey

V. The existence of the corporation shall be perpetual.

VI. The subscribers, the members of the said corporation, do, and each for
himself does, hereby declare that he will accept the responsibilities and
faithfully discharge the duties of a director therein, if elected to act as
such, when authorized accordance with the provisions of the Banking Law of the
State of New York.

VII. The number of directors of the corporation shall not be less than 10
nor more than 25."


4. The foregoing restatement of the organization certificate was authorized
by the Board of Directors of the corporation at a meeting held on July 21, 1998.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th
day of August, 1998.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th
day of August, 1998.


James T. Byrne, Jr.
--------------------------------------
James T. Byrne, Jr.
Managing Director and Secretary


Lea Lahtinen
--------------------------------------
Lea Lahtinen
Vice President and Assistant Secretary


Lea Lahtinen
--------------------------------------
Lea Lahtinen


State of New York )
) ss:
County of New York )

Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.


Lea Lahtinen
------------------------------------
Lea Lahtinen

Sworn to before me this
6th day of August, 1998.


Sandra L. West
- -----------------------------------------
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998


State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law,"
dated August 6, 1998, providing for the restatement of the Organization
Certificate and all amendments into a single certificate.

Witness, my hand and official seal of the Banking Department at the City of New
York, this 31st day of August in the Year of our Lord one thousand nine hundred
and ninety-eight.


Manuel Kursky
------------------------------------
Deputy Superintendent of Banks


CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

----------

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million,
One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667)
shares with a par value of $10 each designated as Common Stock and 1000
shares with a par value of One Million Dollars ($1,000,000) each designated
as Series Preferred Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two
Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(200,166,667) shares with a par value of $10 each designated as Common
Stock and 1500 shares with a par value of One Million Dollars ($1,000,000)
each designated as Series Preferred Stock."


5. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 25th
day of September, 1998.


James T. Byrne, Jr.
--------------------------------------
James T. Byrne, Jr.
Managing Director and Secretary


Lea Lahtinen
--------------------------------------
Lea Lahtinen
Vice President and Assistant Secretary

State of New York )
) ss:
County of New York )

Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.


Lea Lahtinen
------------------------------------
Lea Lahtinen

Sworn to before me this 25th day
of September, 1998


Sandra L. West
- -----------------------------------------
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000


State of New York,

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated December 16, 1998, providing for an increase in
authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of
New York, this 18th day of December in the Year of our Lord one thousand nine
hundred and ninety-eight.


P. Vincent Conlon
------------------------------------
Deputy Superintendent of Banks


CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

----------

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two
Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(200,166,667) shares with a par value of $10 each designated as Common
Stock and 1500 shares with a par value of One Million Dollars ($1,000,000)
each designated as Series Preferred Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred
Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into
Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred
Sixty- Seven (212,730,867) shares with a par value of $10 each designated
as Common Stock and 1500 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."


5. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th
day of December, 1998


James T. Byrne, Jr.
--------------------------------------
James T. Byrne, Jr.
Managing Director and Secretary


Lea Lahtinen
--------------------------------------
Lea Lahtinen
Vice President and Assistant Secretary

State of New York )
) ss:
County of New York )

Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.


Lea Lahtinen
------------------------------------
Lea Lahtinen

Sworn to before me this 16th day
of December, 1998


Sandra L. West
- -----------------------------------------
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000

BANKERS TRUST COMPANY

ASSISTANT SECRETARY'S CERTIFICATE

I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust
Company, a corporation duly organized and existing under the laws of the State
of New York, the United States of America, do hereby certify that attached copy
of the Certificate of Amendment of the Organization Certificate of Bankers Trust
Company, dated February 27, 2002, providing for a change of name of Bankers
Trust Company to Deutsche Bank Trust Company Americas


and approved by the New York State Banking Department on March 14, 2002 to
effective on April 15, 2002, is a true and correct copy of the original
Certificate of Amendment of the Organization Certificate of Bankers Trust
Company on file in the Banking Department, State of New York.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers
Trust Company this 4th day of April, 2002.

[SEAL]


/s/ Lea Lahtinen
------------------------------------
Lea Lahtinen, Vice President and
Assistant Secretary
Bankers Trust Company

State of New York )
) ss.:
County of New York )

On the 4th day of April in the year 2002 before me, the undersigned, a Notary
Public in and for said state, personally appeared Lea Lahtinen, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that
she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person on behalf of which the individual
acted, executed the instrument.


/s/ Sonja K. Olsen
- -----------------------------------------
Notary Public

SONJA K. OLSEN
Notary Public, State of New York
No. 01OL4974457
Qualified in New York County
Commission Expires November 13, 2002


State of New York,

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF
THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the
Banking Law" dated February 27, 2002, providing for a change of name of BANKERS
TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.

Witness, my hand and official seal of the Banking Department at the City of New
York, this 14th day of March two thousand and two.


/s/ P. Vincent Conlon
------------------------------------
Deputy Superintendent of Banks


CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF

BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

----------

We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and
Vice President and an Assistant Secretary of Bankers Trust Company, do hereby
certify:

1. The name of corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th day of March, 1903.

3. Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is
a certificate issued by the State of New York, Banking Department listing all of
the amendments to the Organization Certificate of Bankers Trust Company since
its organization that have been filed in the Office of the Superintendent of
Banks.

4. The organization certificate as heretofore amended is hereby amended to
change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas
to be effective on April 15, 2002.

5. The first paragraph number 1 of the organization of Bankers Trust Company
with the reference to the name of the Bankers Trust Company, which reads as
follows:

"1. The name of the corporation is Bankers Trust Company."

is hereby amended to read as follows effective on April 15, 2002:

"1. The name of the corporation is Deutsche Bank Trust Company
Americas."


6. The foregoing amendment of the organization certificate was authorized by
unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day
of February, 2002.


/s/ James T. Byrne Jr.
------------------------------------
James T. Byrne Jr.
Secretary


/s/ Lea Lahtinen
------------------------------------
Lea Lahtinen
Vice President and Assistant
Secretary

State of New York )
) ss.:
County of New York )

Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President
and an Assistant Secretary of Bankers Trust Company, the corporation described
in the foregoing certificate; that she has read the foregoing certificate and
knows the contents thereof, and that the statements therein contained are true.


/s/ Lea Lahtinen
------------------------------------
Lea Lahtinen

Sworn to before me this 27th day
of February, 2002


/s/ Sandra L. West
- -----------------------------------------
Notary Public

SANDRA L. WEST
Notary Public, State of New York
No. 01WE4942401
Qualified in New York County
Commission Expires September 19, 2002


-1-

EXHIBIT A

State of New York

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York,
DO HEREBY CERTIFY:

THAT, the records in the Office of the Superintendent of Banks indicate that
BANKERS TRUST COMPANY is a corporation duly organized and existing under the
laws of the State of New York as a trust company, pursuant to Article III of the
Banking Law; and

THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the
Office of the Superintendent of Banks on March 5, 1903, and such corporation was
authorized to commence business on March 24, 1903; and

THAT, the following amendments to its Organization Certificate have been filed
in the Office of the Superintendent of Banks as of the dates specified:

Certificate of Amendment of Certificate of Incorporation providing for
an increase in number of directors - filed on January 14, 1905

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on August 4, 1909

Certificate of Amendment of Certificate of Incorporation providing for
an increase in number of directors - filed on February 1, 1911

Certificate of Amendment of Certificate of Incorporation providing for
an increase in number of directors - filed on June 17, 1911

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for
an increase in number of directors - filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on March 21, 1912

Certificate of Amendment of Certificate of Incorporation providing for
a decrease in number of directors - filed on January 15, 1915


-2-

Certificate of Amendment of Certificate of Incorporation providing for
a decrease in number of directors - filed on December 18, 1916

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for
an increase in number of directors - filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on December 28, 1918

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on December 4, 1919

Certificate of Amendment of Certificate of Incorporation providing for
an increase in number of directors - filed on January 15, 1926

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on June 12, 1928

Certificate of Amendment of Certificate of Incorporation providing for
a change in shares - filed on April 4, 1929

Certificate of Amendment of Certificate of Incorporation providing for
a minimum and maximum number of directors - filed on January 11, 1934

Certificate of Extension to perpetual - filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for
a minimum and maximum number of directors - filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on December 11, 1944

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed January 30, 1953

Restated Certificate of Incorporation - filed November 6, 1953

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on April 8, 1955


-3-

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on February 1, 1960

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on July 14, 1960

Certificate of Amendment of Certificate of Incorporation providing for
a change in shares - filed on September 30, 1960

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on January 26, 1962

Certificate of Amendment of Certificate of Incorporation providing for
a change in shares - filed on September 9, 1963

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on February 7, 1964

Certificate of Amendment of Certificate of Incorporation providing for
an increase in capital stock - filed on February 24, 1965

Certificate of Amendment of the Organization Certificate providing for
a decrease in capital stock - filed January 24, 1967

Restated Organization Certificate - filed June 1, 1971

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed October 29, 1976

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed December 22, 1977

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed August 5, 1980

Restated Organization Certificate - filed July 1, 1982

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed December 27, 1984

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed September 18, 1986


-4-

Certificate of Amendment of the Organization Certificate providing for
a minimum and maximum number of directors - filed January 22, 1990

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed June 28, 1990

Restated Organization Certificate - filed August 20, 1990

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed June 26, 1992

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed March 28, 1994

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed June 23, 1995

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed December 27, 1995

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed March 21, 1996

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed December 27, 1996

Certificate of Amendment to the Organization Certificate providing for
an increase in capital stock - filed June 27, 1997

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed September 26, 1997

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed December 29, 1997

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed March 26, 1998

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed June 23, 1998


-5-

Restated Organization Certificate - filed August 31, 1998

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed September 25, 1998

Certificate of Amendment of the Organization Certificate providing for
an increase in capital stock - filed December 18, 1998; and

Certificate of Amendment of the Organization Certificate providing for
a change in the number of directors - filed September 3, 1999; and

THAT, no amendments to its Restated Organization Certificate have been filed in
the Office of the Superintendent of Banks except those set forth above; and
attached hereto; and

I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a
banking organization with its principal office and place of business located at
130 Liberty Street, New York, New York.

WITNESS, my hand and official seal of the Banking Department at the City of New
York this 16th day of October in the Year Two Thousand and One.


/s/ P. Vincent Conlon
------------------------------------
Deputy Superintendent of Banks


-6-

DEUTSCHE BANK TRUST COMPANY AMERICAS

BY-LAWS

APRIL 15, 2002

Deutsche Bank Trust Company Americas

New York


-7-

BY-LAWS

of

Deutsche Bank Trust Company Americas

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, in
January of each year, for the election of directors and such other business as
may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer, the
President or any Co-President to call such meetings whenever requested in
writing to do so by stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or any Co-President or, in their
absence, the senior officer present, shall preside at meetings of the
stockholders and shall direct the proceedings and the order of business. The
Secretary shall act as secretary of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than seven nor more than fifteen, as may from time to time be fixed by
resolution adopted by a majority of the directors then in office, or by the
stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Any one or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Board of
Directors or Committee thereof by means of a conference telephone, video
conference or similar communications equipment which allows all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such a meeting.

All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.


-8-

No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.

SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of
Directors may be filled by the affirmative vote of a majority of the directors
then in office, and the directors so elected shall hold office for the balance
of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence the
President or any Co-President or, in their absence such other director as the
Board of Directors from time to time may designate shall preside at such
meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from time to
time provided, however, that the Board of Directors shall hold a regular meeting
not less than six times a year, provided that during any three consecutive
calendar months the Board of Directors shall meet at least once, and its
Executive Committee shall not be required to meet at least once in each thirty
day period during which the Board of Directors does not meet. Special meetings
of the Board of Directors may be called upon at least two day's notice whenever
it may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, the President or any Co-President or, in their absence, by such
other director as the Board of Directors may have designated pursuant to Section
3 of this Article, and shall be called upon like notice whenever any three of
the directors so request in writing.

SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE III

COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, the
President or any Co-President or, in their absence, such other member of the
Committee as the Committee from time to time may designate shall preside at such
meetings.

The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time


-9-

shall be and be deemed to be, and may be certified as being, the act and under
the authority of the Board of Directors.

A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of who must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee. Such Committee shall conduct
the annual directors' examinations of the Company as required by the New York
State Banking Law; shall review the reports of all examinations made of the
Company by public authorities and report thereon to the Board of Directors; and
shall report to the Board of Directors such other matters as it deems advisable
with respect to the Company, its various departments and the conduct of its
operations.

In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairman.

SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.


-10-

ARTICLE IV

OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman
of the Board and a Chief Executive Officer; and shall also elect a President, or
two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Managing Directors, one or more
Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one
or more General Managers, a Secretary, a Controller, a Treasurer, a General
Counsel, a General Auditor, a General Credit Auditor, who need not be directors.
The officers of the corporation may also include such other officers or
assistant officers as shall from time to time be elected or appointed by the
Board. The Chairman of the Board or the Chief Executive Officer or, in their
absence, the President or any Co-President, or any Vice Chairman, may from time
to time appoint assistant officers. All officers elected or appointed by the
Board of Directors shall hold their respective offices during the pleasure of
the Board of Directors, and all assistant officers shall hold office at the
pleasure of the Board or the Chairman of the Board or the Chief Executive
Officer or, in their absence, the President, or any Co-President or any Vice
Chairman. The Board of Directors may require any and all officers and employees
to give security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of
the Company who may also hold the additional title of Chairman of the Board, or
President, or any Co-President, and such person shall have, subject to the
supervision and direction of the Board of Directors or the Executive Committee,
all of the powers vested in such Chief Executive Officer by law or by these
By-Laws, or which usually attach or pertain to such office. The other officers
shall have, subject to the supervision and direction of the Board of Directors
or the Executive Committee or the Chairman of the Board or, the Chief Executive
Officer, the powers vested by law or by these By-Laws in them as holders of
their respective offices and, in addition, shall perform such other duties as
shall be assigned to them by the Board of Directors or the Executive Committee
or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such investigations,
examinations and reports as may be prescribed or required by the Audit
Committee. The General Auditor shall have unrestricted access to all records and
premises of the Company and shall delegate such authority to his subordinates.
He shall have the duty to report to the Audit Committee on all matters
concerning the internal audit program and the adequacy of the system of internal
controls of the Company which he deems advisable or which the Audit Committee
may request. Additionally, the General Auditor shall have the duty of reporting
independently of all officers of the Company to the Audit Committee at least
quarterly on any matters concerning the internal audit program and the adequacy
of the system of internal controls of the Company that should be brought to the
attention of the directors except those matters responsibility for which has
been vested in the General Credit Auditor. Should the General Auditor deem any
matter to be of special immediate importance, he shall


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report thereon forthwith to the Audit Committee. The General Auditor shall
report to the Chief Financial Officer only for administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.

SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of
the New York Banking Law, indemnify any person who is or was made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal,
whether involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served
in any capacity at the request of the Company by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Company, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.


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SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company, evidenced by
a written communication signed by the Chairman of the Board, the Chief Executive
Officer, the President or any Co-President, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the Chief
Executive Officer, the President or any Co-President shall deem adequate in the
circumstances, such person shall be unable to obtain indemnification from such
other enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its


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stockholders) to have made a determination prior to the commencement of such
action that indemnification of or reimbursement or advancement of expenses to
the claimant is proper in the circumstance, nor an actual determination by the
Company (including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses, shall be a defense to the action or
create a presumption that the claimant is not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.

ARTICLE VI

SEAL

SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.

ARTICLE VIII

CONSTRUCTION

SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.


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ARTICLE IX

AMENDMENTS

SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.

I, Dorothy Robinson, Vice President, of Deutsche Bank Trust Company Americas,
New York, New York, hereby certify that the foregoing is a complete, true and
correct copy of the By-Laws of Deutsche Bank Trust Company Americas, and that
the same are in full force and effect at this date.


/s/ Dorothy Robinson
------------------------------------
Vice President

DATED AS OF: July 9, 2004


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DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031
Legal Title of Bank RC-1
NEW YORK
City 12
NY 10019
State Zip Code

FDIC Certificate Number - 00623

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet