Vertrue Inc – ‘S-3/A’ on 4/8/04 – EX-25.1

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Member Works S-3/A Document                           56    268K 
 2: EX-23.1     Consent Exhibit                                        1      5K 
 3: EX-25.1     Memberworks Exhibit 25.1                              41    139K 

EX-25.1   —   Memberworks Exhibit 25.1
Exhibit Table of Contents

EX-25.1
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                                                                    Exhibit 25.1
--------------------------------------------------------------------------------
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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)                                 
------------------------------

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                    
60 Wall Street, 36th Floor          
New York, New York  10005           
(212) 250-0378                      
 (Name, address and telephone number of agent for service)
--------------------------------------------------------------

MEMBERWORKS INCORPORATED
(Exact name of Registrant as specified in its charter)

United States                     06-1276882          
     (State or other jurisdiction              (IRS Employer Identification No.)
of incorporation or organization)                                     

MEMBERWORKS INCORPORATED
 680 WASHINGTON BOULEVARD., SUITE 1100
STAMFORD, CT 06901
(203) 324-7635
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
 AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------
GEORGE THOMAS ESQ.
MEMBERWORKS INCORPORATED
680 WASHINGTON BOULEVARD, SUITE 1100
STAMFORD, CT 06901
(203) 324-7635

COPY TO:
 STEVEN T. GIOVE, ESQ.
 SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000

------------------
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

5.50% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2010
 (Title of Debt Securities to be Registered)

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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 22, 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 Bankers Trust Company, as
                 amended on April 15, 2002. Copy attached.

2 

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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 December 31,
2003. Copy attached.    

Exhibit 8 - Not Applicable.                     

Exhibit 9 - Not Applicable.                     

3 

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 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 2nd day of April, 2004.                                                 

                        DEUTSCHE BANK TRUST COMPANY AMERICAS

                By:  /s/ Susan Hohnson
                                 -----------------------------
                         Susan Johnson
                          Vice President

4 

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 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 2nd day of April 2004.                                                  

                        DEUTSCHE BANK TRUST COMPANY AMERICAS

                     /s/ Susan Johnson
                     -----------------
                By:      Susan Johnson
                          Vice President

5 

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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

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RESTATED
ORGANIZATION
 CERTIFICATE
OF
 BANKERS TRUST COMPANY

----------------------------

Under Section 8007
Of the Banking Law

----------------------------

 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

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

 -----------------------------

  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.                   

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        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;                                         

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             (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.                                                                     

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      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.  

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      (ii) 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.                                      

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     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:                                              

                                                                [Download Table]


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 


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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

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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                                           

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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

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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."                                                       

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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                                           

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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

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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."                                                       

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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                                           

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 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

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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

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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."                          

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-2- 

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             

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-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                            

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            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                                        

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            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                                    

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            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                                        

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             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

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DEUTSCHE BANK TRUST COMPANY AMERICAS

 BY-LAWS

APRIL 15, 2002

Deutsche Bank Trust Company Americas

New York

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 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.  

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

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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.             

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

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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.                                 

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.                      

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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 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.                                                    

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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, Susan Johnson, 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/ Susan Johnson
                             ---------------------------
                Vice President

DATED AS OF: April 2, 2004                                                      

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DEUTSCHE BANK TRUST COMPANY AMERICAS                                  FFIEC 031 
------------------------------------                                  RC-1      
Legal Title of Bank                                                             
NEW YORK                                                                        
------------------------------------                                            
City                                                                  11        
NY                        10005-2858                                            
------------------------------------                                            
State                     Zip Code                                              

FDIC Certificate Number  -  00623                                               

Consolidated Report of Condition for Insured Commercial                         
and State-Chartered Savings Banks for December 31, 2003                         

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                                                      

                                                        [Enlarge/Download Table]


                                                                      Dollar Amounts in Thousands   |  RCFD                |     
----------------------------------------------------------------------------------------------------------------------------     
                                                                                                                                 
ASSETS                                                                                              |  //////////////////  |     
  1.    Cash and balances due from depository institutions (from Schedule RC-A):                    |  //////////////////  |     
         a.   Noninterest-bearing balances and currency and coin (1) ...........                    |  0081      2,035,000 | 1.a.
         b.   Interest-bearing balances (2) ....................................                    |  0071         94,000 | 1.b.
  2.    Securities:                                                                                 |  //////////////////  |     
         a.   Held-to-maturity securities (from Schedule RC-B, column A) .......                    |  1754              0 | 2.a.
         b.   Available-for-sale securities (from Schedule RC-B, column D)......                    |  1773         59,000 | 2.b.
  3.   Federal funds sold and securities purchased under agreements to resell...                    |  RCON                | 3.  
        a.   Federal funds sold in domestic offices ............................                    |  B987        378,000 | 3.a 
                                                                                                    |  RCFD                |     
        b.   Securities purchased under agreements to resell (3) ...............                    |  B989      7,188,000 | 3.b 
  4.   Loans and lease financing receivables (from Schedule RC-C):                                  |  //////////////////  |     
        a.   Loans and leases held for sale                                                         |  5369              0 | 4.a.
        b.   Loans and leases, net unearned income..............................    B528  6,790,000 |  //////////////////  | 4.b.
        c.   LESS:   Allowance for loan and lease losses .......................    3123    371,000 |  //////////////////  | 4.c.
        d.   Loans and leases, net of unearned income and                                           |  //////////////////  |     
             allowance (item 4.b minus 4.c) ....................................                    |  B529     6,419,000  | 4.d.
  5.   Trading Assets (from schedule RC-D)  ....................................                    |  3545    11,746,000  | 5.  
  6.   Premises and fixed assets (including capitalized leases) ................                    |  2145       319,000  | 6.  
  7.   Other real estate owned (from Schedule RC-M) ............................                    |  2150        39,000  | 7.  
  8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)     |  2130     3,043,000  | 8.  
  9.   Customers' liability to this bank on acceptances outstanding ............                    |  2155             0  | 9.  
10.   Intangible assets ........................................................                    |  //////////////////  |     
        a.   Goodwill ..................          ..............................                    |  3163             0  | 10.a
        b.   Other intangible assets (from Schedule RC-M)                                           |  0426        28,000  | 10.b
11.   Other assets (from Schedule RC-F) ........................................                    |  2160     2,720,000  | 11. 
12.   Total assets (sum of items 1 through 11) .................................                    |  2170    34,068,000  | 12. 


--------------------------------------------------------------------------------
(1)  Includes cash items in process of collection and unposted debits.          
(2)  Includes time certificates of deposit not held for trading.                
(3)  Includes all securities resale agreements in domestic and foreign offices, 
regardless of maturity.                                               

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DEUTSCHE BANK TRUST COMPANY AMERICAS                                   FFIEC 031
------------------------------------                                   RC-2     
Legal Title of Bank                                                             

FDIC Certificate Number  -  00623                                      12       

Schedule RC--Continued                                                          

                                                        [Enlarge/Download Table]


                                               Dollar Amounts in Thousands                                                          
----------------------------------------------------------------------------------------------------------------------------        
                                                                                                                                    
LIABILITIES                                                                                                                         
13.    Deposits:                                                                                    | //////////////////  |         
         a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)     | RCON 2200  7,962,000| 13.a.   
          (1)  Noninterest-bearing(1) ........................................  RCON 6631 3,099,000 | //////////////////  | 13.a.(1)
          (2)  Interest-bearing ..............................................  RCON 6636 4,863,000 | //////////////////  | 13.a.(2)
         b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs                         | //////////////////  |         
              (from Schedule RC-E part II)                                                          | RCFN 2200  7,180,000| 13.b.   
          (1)   Noninterest-bearing ..........................................  RCFN 6631 1,951,000 | //////////////////  | 13.b.(1)
          (2)   Interest-bearing .............................................  RCFN 6636 5,229,000 | //////////////////  | 13.b.(2)
14.    Federal funds purchased and securities sold under agreements to repurchase:                  | RCON                |         
        a.   Federal Funds purchased in domestic offices (2) .................                      | B993      7,574,000 | 14.a    
                                                                                                    | RCFD                |         
        b.   Securities sold under agreements to repurchase (3) ..............                      | 8995              0 | 14.b    
15.    Trading liabilities (from Schedule RC-D)...............................                      | RCFD 3548 1,425,000 | 15.     
16.  Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):| //////////////////  |         
     Schedule RC-M):                                                                                | RCFD 3190    83.000 | 16.     
17.  Not Applicable.                                                                                | //////////////////  | 17.     
18.  Bank's liability on acceptances executed and outstanding ..............                        | RCFD 2920         0 | 18.     
19.  Subordinated notes and debentures (2)..................................                        | RCFD 3200     9,000 | 19.     
20.  Other liabilities (from Schedule RC-G) ................................                        | RCFD 2930 2,004,000 | 20.     
21.  Total liabilities (sum of items 13 through 20) ........................                        | RCFD 2948 26,237,000| 21.     
22.  Minority interest in consolidated subsidiaries                                                 | RCFD 3000   627,000 | 22.     
                                                                                                    | //////////////////  |         
EQUITY CAPITAL                                                                                      | //////////////////  |         
23.    Perpetual preferred stock and related surplus .........................                      | RCFD 3838 1,500,000 | 23.     
24.    Common stock ..........................................................                      | RCFD 3230 2,127,000 | 24.     
25.    Surplus (exclude all surplus related to preferred stock) ..............                      | RCFD 3839   584,000 | 25.     
26.    a.   Retained earnings ................................................                      | RCFD 3632 2,968,000 | 26.a.   
       b.   Accumulated other comprehensive Income (3) .......................                      | RCFD B530    25,000 | 26.b.   
27.    Other equity capital components (4) ...................................                      | RCFD A130         0 | 27.     
28.    Total equity capital (sum of items 23 through 27) .....................                      | RCFD 3210 7,204,000 | 28.     
29.    Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)...... | RCFD 3300 34,068,000| 29.     
                                                                                                    |            |                  


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Memorandum                                                                                                                        
To be  reported only with the March Report of Condition.                                                                          
   1.     Indicate in the box at the right the number of the statement below that best describes the                              
          most comprehensive level of auditing work performed for the bank by independent external     __________Number___        
          auditors as of any date during 2001 ......................................................|  RCFD 6724 N/A      | M.1   

1  =  Independent audit of the bank conducted in accordance          5  =  Directors' examination of the bank performed by other  
      with generally accepted auditing standards by a certified            external auditors (may be required by state chartering 
      public accounting firm which submits a report on the bank            authority)                                             
2  =  Independent audit of the bank's parent holding company         6  =  Review of the bank's financial statements by external  
      conducted in accordance with generally accepted auditing             auditors                                               
      standards by a certified public accounting firm which          7  =  Compilation of the bank's financial statements by      
      submits a report on the consolidated holding company                 external auditors                                      
      (but not on the bank separately)                               8  =  Other audit procedures (excluding tax preparation work)
3  =  Attestation on bank management's assertion on the              9  =  No external audit work                                 
      effectiveness of the bank's internal control over financial                                                                 
      reporting by a certified public accounting firm                                                                             
4  =  Directors' examination of the bank conducted in                                                                             
      accordance with generally accepted auditing standards                                                                       
      by a certified public accounting firm (may be required by                                                                   
      state chartering authority)                                                                                                 


------------------------------------------------------------------------------- 

(1)  Includes total demand deposits and noninterest-bearing time and savings    
deposits.                                                             
(2)  Report overnight Federal Home Loan Bank advances in Schedule RC, Item 16,  
"other borrowed money."                                               
(3)  Includes all securities repurchase agreements in domestic and foreign      
offices, regardless of maturity.                                      
(4)  Includes limited-life preferred stock and related surplus.                 
(5)  Includes net unrealized holding gains (losses) on available-for-sale       
    securities, accumulated net gains (losses) on cash flow hedges, cumulative
 foreign currency translation adjustments, and minimum pension liability
adjustments.                                                          
(6)  Includes treasury stock and unearned Employee Stock Plan shares.           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/8/04							8-K
		4/2/04		39
		12/31/03		3		40			10-Q
		11/13/02		22
		9/19/02		25
		4/15/02		2		31
		3/14/02		22
		2/27/02		22		23
		2/22/02		2
		9/19/00		18		21
		9/3/99		30
		12/18/98		30
		12/16/98		2		19
		9/25/98		2		30
		9/19/98		15
		9/16/98		6
		8/31/98		7		30
		8/6/98		2		16
		7/21/98		14
		6/23/98		29
		3/26/98		29
		12/29/97		29
		9/26/97		29
		6/27/97		29
		12/27/96		29
		3/21/96		29
		12/27/95		29
		6/23/95		29
		3/28/94		29
		6/26/92		29
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