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)
------------------------
BANKERS TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

<Table>

NEW YORK 13-4941247
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)

FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</Table>

BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------

LORAL CYBERSTAR, INC.*
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>

DELAWARE 3663 52-1564318
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</Table>

2440 RESEARCH BOULEVARD
SUITE 400
ROCKVILLE, MARYLAND 20850
(301) 258-8101
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

LORAL SPACE & COMMUNICATIONS LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>

BERMUDA 3663 13-3867424
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</Table>

C/O LORAL SPACECOM CORPORATION
600 THIRD AVENUE
NEW YORK, NY 10016
(212) 697-1105

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

10% SENIOR NOTES DUE 2006
WARRANTS TO PURCHASE COMMON STOCK OF LORAL SPACE
(TITLES OF THE INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ADDITIONAL REGISTRANT*

<Table>
<Caption>
PRIMARY
STANDARD
STATE OR OTHER INDUSTRIAL I.R.S.
JURISDICTION CLASSIFICATION EMPLOYEE
OF INCORPORATION CODE IDENTIFICATION
NAME OF ADDITIONAL REGISTRANT OR FORMATION NUMBER NUMBER
----------------------------- ---------------- -------------- --------------

Loral Asia Pacific Satellite(HK) Limited Hong Kong 3663 52-1611027
</Table>

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.

<Table>
<Caption>
NAME ADDRESS
- ---- -------

Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
</Table>

(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, and
Certificate of Amendment of the Organization Certificate of Bankers
Trust Company dated December 16, 1998, 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 May 18,
2001. Copy attached.

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 Bankers Trust Company dated as of
June 30, 2001. Copy attached.

EXHIBIT 8 -- Not Applicable.

EXHIBIT 9 -- Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, 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 5th day
of November, 2001.

BANKERS TRUST COMPANY

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

STATE OF NEW YORK,
BANKING DEPARTMENT

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

WITNESS, my hand and official seal of the Banking Department at the City of New
York,
this 25TH day of SEPTEMBER in the Year of our
Lord one thousand nine hundred and
NINETY-EIGHT.

MANUEL KURSKY
--------------------------------------
Deputy Superintendent of Banks

RESTATED
ORGANIZATION
CERTIFICATE
OF
BANKERS TRUST COMPANY

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

UNDER SECTION 8007
OF THE BANKING LAW

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

BANKERS TRUST COMPANY
130 LIBERTY STREET
NEW YORK, N.Y. 10006

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

RESTATED ORGANIZATION CERTIFICATE
OF
BANKERS TRUST
UNDER SECTION 8007 OF THE BANKING LAW

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

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

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

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

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

"Certificate of Organization
of
Bankers Trust Company

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

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

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

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

(a) Common Stock

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

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

3. Liquidation: Upon any liquidation, dissolution or winding up of
the corporation, whether voluntary or involuntary, and after the holders
of the Series Preferred Stock of each series shall have been paid in
full the amounts to which they respectively shall be entitled, or a sum

sufficient for the payment in full set aside, the remaining net assets
of the corporation shall be distributed pro rata to the holders of the
Common Stock in accordance with their respective rights and interests,
to the exclusion of the holders of the Series Preferred Stock.

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

(b) Series Preferred Stock

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

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

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

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

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

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

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

(vii) Generally to fix the other rights and privileges and any
qualifications, limitations or restrictions of such rights and
privileges of such series, provided, however, that no such rights,
privileges, qualifications, limitations or restrictions shall be in
conflict with the
2

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
3

time to time, all or any part of any one or more series of Series
Preferred Stock outstanding by paying for each share the then applicable
redemption price fixed by the Board of Directors as provided herein,
plus an amount equal to accrued and unpaid dividends to the date fixed
for redemption, upon such notice and terms as may be specifically
provided in the certificate filed pursuant to law with respect to the
series.

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

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

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

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

3. Dividends:

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

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

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

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

(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
5

as a class (except as specifically provided otherwise) and each holder
of Series A Preferred Stock shall have one vote for each share of stock
held and each other series shall have such number of votes, if any, for
each share of stock held as may be granted to them.

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

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

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

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

In the case of any redemption, the corporation shall give notice of
such redemption to the holders of the Series A Preferred Stock to be
redeemed in the following manner: a notice specifying the shares to be
redeemed and the time and place of redemption (and, if less than the
total outstanding shares are to be redeemed, specifying the certificate
numbers and number of shares to be redeemed) shall be mailed by first
class mail, addressed to the holders of record of the Series A Preferred
Stock to be redeemed at their respective addresses as the same shall
appear upon the books of the corporation, not more than sixty (60) days
and not less than thirty (30) days previous to the date fixed for
redemption. In the event such notice is not given to any shareholder
such failure to give notice shall not affect the notice given to other
shareholders. If less than the whole amount of outstanding Series A
Preferred Stock is to be redeemed, the shares to be redeemed shall be
selected by lot or pro rata in any manner determined by resolution of
the Board of Directors to be fair and proper. From and after the date
fixed in any such notice as the date of redemption (unless default shall
be made by the corporation in providing moneys at the time and place of
redemption for the payment of the redemption price) all dividends upon
the Series A Preferred Stock so called for redemption shall cease to
accrue, and all rights of the holders of said Series A Preferred Stock
as stockholders in the corporation, except the right to receive the
redemption price (without interest) upon surrender of the certificate
representing the Series A Preferred Stock so called for redemption, duly
endorsed for transfer, if required, shall cease and terminate. The
corporation's obligation to provide moneys in accordance with the
preceding sentence shall be deemed fulfilled if, on or before the
redemption date, the corporation shall deposit with a bank or trust
company (which may be an affiliate of the corporation) having an office
in the Borough of Manhattan, City of New York, having a capital and
surplus of at least $5,000,000 funds necessary for such redemption, in
trust with irrevocable instructions that such funds be applied to the
redemption of the shares of Series A Preferred Stock so called for
redemption. Any interest accrued on such funds shall be paid to the
corporation from time to time. Any funds so deposited and unclaimed at
the end of two (2) years from such redemption date shall be released or
repaid to the corporation, after which the holders of such shares of
Series A Preferred Stock so called for redemption shall look only to the
corporation for payment of the redemption price.

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

<Table>
<Caption>
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
</Table>

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.

/s/ JAMES T. BYRNE, JR.
--------------------------------------
James T. Byrne, Jr.
Managing Director and Secretary

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

/s/ LEA LAHTINEN
--------------------------------------
Lea Lahtinen

<Table>

STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
</Table>

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

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

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

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

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

STATE OF NEW YORK,
BANKING DEPARTMENT

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

WITNESS, my hand and official seal of the Banking Department at the City of New
York,
this 31ST day of AUGUST in the Year of our
Lord one thousand nine hundred and
NINETY-EIGHT.

MANUEL KURSKY
--------------------------------------
Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST

UNDER SECTION 8005 OF THE BANKING LAW
------------------------

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

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

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

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

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

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

is hereby amended to read as follows:

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

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

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

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

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

<Table>

STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
</Table>

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

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

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

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

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

STATE OF NEW YORK,
BANKING DEPARTMENT

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

WITNESS, my hand and official seal of the Banking Department at the City of New
York,
this 18TH day of DECEMBER in the Year of our
Lord one thousand nine hundred and
NINETY-EIGHT.

P. VINCENT CONLON
--------------------------------------
Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST

UNDER SECTION 8005 OF THE BANKING LAW
------------------------

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

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

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

is hereby amended to read as follows:

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

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

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

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

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

<Table>

STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
</Table>

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

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

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

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

BANKERS TRUST COMPANY

BY-LAWS

MAY 18, 2001

BANKERS TRUST COMPANY
NEW YORK

BY-LAWS
OF
BANKERS TRUST COMPANY

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.

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 there shall be at least ten regular monthly
meetings during a calendar year. 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.

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 whom 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.

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
3

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

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

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

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

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

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

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

SECTION 3. The Company shall, from time to time, reimburse or advance to
any person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
4

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.

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.

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 Bankers Trust Company, New York, New
York, hereby certify that the foregoing is a complete, true and correct copy of
the By-Laws of Bankers Trust Company, and that the same are in full force and
effect at this date.

--------------------------------------
Vice President

DATED: November, 2001

Legal Title of Bank: Bankers Trust Company
Address: 130 Liberty Street
City, State ZIP: New York, NY 10006
Call Date: 08/14/01
State#: 36-4840
FFIEC 031 Cert#: 00623
Vendor ID: D
Transit#: 21001003

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2001

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

<Table>
<Caption>
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 1,456,000 1.a.
b. Interest-bearing balances(2)......................................... 0071 433,000 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 132,000 2.b.
3. Federal funds sold and securities purchased under agreements to
resell.................................................................. 1350 4,733,000 3.
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 16,489,000 4.b.
c. LESS: Allowance for loan and lease losses......... 3123 431,000 4.c.
d. Loans and leases, net of unearned income and allowance (item 4.b
minus 4.c)............................................................ B529 16,058,000 4.d.
5. Trading Assets (from schedule RC-D).................................... 3545 13,617,000 5.
6. Premises and fixed assets (including capitalized leases)............... 2145 580,000 6.
7. Other real estate owned (from Schedule RC-M)........................... 2150 104,000 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M).................................................... 2130 2,733,000 8.
9. Customers' liability to this bank on acceptances outstanding........... 2155 163,000 9.
10. Intangible assets
a. Goodwill............................................................. 3163 55,000 10.a
b. Other intangible assets (from Schedule RC-M)......................... 0426 9,000 10.b
11. Other assets (from Schedule RC-F)...................................... 2160 2,589,000 11.
12. Total assets (sum of items 1 through 11)............................... 2170 42,662,000 12.
</Table>

- ---------------
(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

Legal Title of Bank: Bankers Trust Company
Address: 130 Liberty Street
City, State ZIP: New York, NY 10006
Call Date: 05/15/01
FFIEC 031
Cert#: 00623
Vendor ID: D
Transit#:
21001003

SCHEDULE RC -- CONTINUED

<Table>
<Caption>
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 11,636,000 13.a.
(1) Noninterest-bearing(1)............ RCON 6631 2,804,000 13.a.(1)
(2) Interest-bearing.................. RCON 6636 8,832,000 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E part II)............................ RCFN 2200 9,412,000 13.b.
(1) Noninterest-bearing............... RCFN 6631 1,087,000 13.b.(1)
(2) Interest-bearing.................. RCFN 6636 8,325,000 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase.................................................. RCFD 2800 7,238,000 14.
15. Trading liabilities (from Schedule RC-D)..................... RCFD 3548 2, 670,000 15.
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases): (from Schedule RC-M):... RCFD 3190 1,746,000 16.
17. Not Applicable............................................... 17.
18. Bank's liability on acceptances executed and outstanding..... RCFD 2920 163,000 18.
19. Subordinated notes and debentures(2)......................... RCFD 3200 264,000 19.
20. Other liabilities (from Schedule RC-G)....................... RCFD 2930 2,252,000 20.
21. Total liabilities (sum of items 13 through 20)............... RCFD 2948 35,381,000 21.
22. Minority interest in consolidated subsidiaries............... RCFD 3000 608,000 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 2,577,000 26.a.
b. Accumulated other comprehensive Income(3).................. RCFD B530 (115,000) 26.b.
27. Other equity capital components(4)........................... RCFD A130 0 27.
28. Total equity capital (sum of items 23 through 27)............ RCFD 3210 6,673,000 28.
29. Total liabilities, minority interest, and equity capital (sum
of items 21, 22, and 28)....................................... RCFD 3300 42,662,000 29.
</Table>

Memorandum
To be reported only with the March Report of Condition.

<Table>
<Caption>
NUMBER
------

1. Indicate in the box at the right the number of the statement RCFD 6724 N/A M.1
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external
auditors as of any date during 2000.........................
</Table>

1 -- Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which submits
a report on the bank

2 -- Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company (but
not on the bank separately)

3 -- Attestation on bank management's assertion on the 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)

5 -- Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

6 -- Review of the bank's financial statements by external auditors

7 -- Compilation of the bank's financial statements by external auditors

8 -- Other audit procedures (excluding tax preparation work)

9 -- No external audit work

- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

(2) Includes limited-life preferred stock and related surplus.

(3) 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.

(4) Includes treasury stock and unearned Employee Stock Plan shares.