Exhibit 25.1

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

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FORM T-1

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

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

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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.)

FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)

BANKERS TRUST COMPANY
ATTENTION: WILL CHRISTOPH
LEGAL DEPARTMENT
1301 6TH AVENUE, 8TH FLOOR
NEW YORK, NEW YORK 10019
(212) 469-0378
(Name, address and telephone number of agent for service)

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CEDAR BRAKES II, LLC
(Exact name of Registrant as specified in its charter)

(State or other (Primary Standard Industrial (IRS Employer
jurisdiction of Classification Code Number Identification No.)
incorporation or
organization)

1001 LOUISIANA STREET
HOUSTON, TX 77252-7526
(713) 420-2600
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)

DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)

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, 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.

-2-

EXHIBIT 5 - Not applicable.

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

EXHIBIT 7 - The latest report of condition of Bankers Trust
Company dated as of December 31, 2001. Copy attached.

EXHIBIT 8 - Not Applicable.

EXHIBIT 9 - Not Applicable.

-3-

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, 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 08th day
of March, 2002.

BANKERS TRUST COMPANY

By: /s/ Marion Zinowski
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Marion Zinowski
Assistant Vice President

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SIGNATURE

BANKERS TRUST COMPANY

By: /s/ Marion Zinowski
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Marion Zinowski
Assistant Vice President

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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.

/s/ Manuel Kursky
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Deputy Superintendent of Banks

RESTATED
ORGANIZATION
CERTIFICATE
OF
BANKERS TRUST COMPANY

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Under Section 8007
Of the Banking Law

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

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

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

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

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

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

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

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

"Certificate of Organization
of
Bankers Trust Company

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

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

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

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

(a) Common Stock

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

2. Voting Rights: Except as otherwise expressly provided with respect
to the Series Preferred Stock or with respect to any series of the Series
Preferred Stock, the Common Stock shall have the exclusive right to vote

for the election of directors and for all other purposes, each holder of the
Common Stock being entitled to one vote for each share thereof held.

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

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

(b) Series Preferred Stock

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

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

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

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

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

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

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

(vii) Generally to fix the other rights and privileges and any
qualifications, limitations or restrictions of such rights and
privileges of such series, provided, however, that no such rights,
privileges, qualifications, limitations or restrictions shall be in
conflict with the organization certificate of the corporation or with
the resolution or resolutions adopted by the Board of Directors
providing for the issue of any series of which there are shares
outstanding.

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

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

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

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

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

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

redemption, upon such notice and terms as may be specifically provided in the
certificate filed pursuant to law with respect to the series.

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

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

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

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

3. Dividends:

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

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

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

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

upwards) of the rates quoted by three major banks in New York City selected by
the corporation at approximately 11:00 A.M., New York City time, on such
Dividend Determination Date for loans in U.S. dollars to leading European banks
having a maturity of three months commencing on the second London Business Day
immediately following such Dividend Determination Date and in a principal amount
of not less than $1,000,000 that is representative of a single transaction in
such market at such time; provided, however, that if the banks selected as
aforesaid by the corporation are not quoting as aforementioned in this sentence,
then, with respect to such Dividend Period, LIBOR for the preceding Dividend
Period will be continued as LIBOR for such Dividend Period.

(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.

In the case of any redemption, the corporation shall give notice of
such redemption to the holders of the Series A Preferred Stock to be redeemed in
the following manner: a notice specifying the shares to be redeemed and the time
and place of redemption (and, if less than the total outstanding shares are to
be redeemed, specifying the

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

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

Name RESIDENCE POST OFFICE ADDRESS
---- --------- -------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

/s/ 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.

/s/ 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

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

/s/ 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.

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

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

/s/ 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.

/s/ 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

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

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

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

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

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

/s/ 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

Legal Title of Bank: Bankers Trust Company Call Date: 02/14/02 State#:36-4840

FFIEC 031
Address: 1301 6th Avenue, 8th Floor Vendor ID: D Cert#: 00623 Page RC-1
City, State ZIP: New York, NY 10019 Transit#: 21001003

11
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 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

---------------------------------------
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 1,084,000 | 1.a.
b. Interest-bearing balances (2) .............................................| 0071 490,000 | 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 101,000 | 2.b.
3. Federal funds sold and securities purchased under agreements to resell...........| 1350 9,578,000 | 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 12,804,000 | / / / / / / / / / / / / / / | 4.b.
c. LESS: Allowance for loan and lease losses ........ 3123 527,000 | / / / / / / / / / / / / / / | 4.c.
d. Loans and leases, net of unearned income and | / / / / / / / / / / / / / / |
allowance (item 4.b minus 4.c) ............................................| B529 12,277,000 | 4.d.
5. Trading Assets (from schedule RC-D) ............................................| 3545 13,288,000 | 5.
6. Premises and fixed assets (including capitalized leases) ........................| 2145 615,000 | 6.
7. Other real estate owned (from Schedule RC-M) ....................................| 2150 91,000 | 7.
8. Investments in unconsolidated subsidiaries and associated companies | |
(from Schedule RC-M)...........................................................| 2130 2,917,000 | 8.
9. Customers' liability to this bank on acceptances outstanding ....................| 2155 81,000 | 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 2,092,000 | 11.
12. Total assets (sum of items 1 through 11) ........................................| 2170 42,678,000 | 12.
---------------------------------------

- --------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<Table>

Legal Title of Bank: Bankers Trust Company Call Date: 02/14/02 State#: 364840 FFIEC 031
Address: 1301 6th Avenue, 8th Floor Vendor ID: D Cert#: 00623 Page RC-2
City, State Zip: New York, NY 10019 Transit#: 21001003

12
SCHEDULE RC--CONTINUED
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 11,248,000 | 13.a.
(1) Noninterest-bearing(1) ..................................RCON 6631 2,636,000 | / / / / / / / / / / / | 13.a.(1)
(2) Interest-bearing ........................................RCON 6636 8,612,000 | / / / / / / / / / / / | 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E | / / / / / / / / / / / |
part II) | RCFN 2200 10,175,000 | 13.b.
(1) Noninterest-bearing ................................. ..RCFN 6631 1,075,000 | / / / / / / / / / / / | 13.b.(1)
(2) Interest-bearing .......................................RCFN 6636 9,100,000 | / / / / / / / / / / / | 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase.............. | RCFD 2800 7,256,000 | 14.
15. Trading liabilities (from Schedule RC-D)................................................ | RCFD3548 2,461,000 | 15.
16. Other borrowed money (includes mortgage indebtedness and obligations | / / / / / / / / / / / |
under capitalized leases): (from Schedule RC-M): | RCFD 3190 1,848,000 | 16.
17. Not Applicable. | / / / / / / / / / / / | 17.
18. Bank's liability on acceptances executed and outstanding ................................| RCFD 2920 82,000 | 18.
19. Subordinated notes and debentures (2)....................................................| RCFD 3200 264,000 | 19.
20. Other liabilities (from Schedule RC-G) ..................................................| RCFD 2930 1,894,000 | 20.
21. Total liabilities (sum of items 13 through 20) ..........................................| RCFD 2948 35,228,000 | 21.
22. Minority interest in consolidated subsidiaries...........................................| RCFD 3000 628,000 | 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 2,724,000 | 26.a.
b. Accumulated other comprehensive Income (3) ...........................................| RCFD B530 (113,000)| 26.b.
27. Other equity capital components (4) .....................................................| RCFD A130 0 | 27.
28. Total equity capital (sum of items 23 through 27) .......................................| RCFD 3210 6,822,000 | 28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)...| RCFD 3300 42,678,000 | 29.
--------------------------
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 Number
most comprehensive level of auditing work performed for the bank by independent external ---------------------------
auditors as of any date during 2000 .......................................................| 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) 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.