(Section 7(1) and (2))


Everest Reinsurance Group, Ltd.
(hereinafter referred to as "the Company")

1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.

2. We, the undersigned, namely,

<S> <C> <C> <C> <C>
Kevin C. Butler Clarendon House No Canadian One
2 Church Street
Hamilton HM 11

Donald H. Malcolm " No British One

John C.R. Collis " Yes British One

do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.

3. The Company is to be an exempted Company as defined by the Companies Act

4. The Company, with the consent of the Minister of Finance, has power to hold
land situate in Bermuda not exceeding ___ in all, including the following


5. The authorised share capital of the Company is US$12,000 divided into
shares of US$0.01 each. The minimum subscribed share capital of the Company
is US$12,000.

6. The objects for which the Company is formed and incorporated are -

(i) packaging of goods of all kinds;

(ii) buying, selling and dealing in goods of all kinds;

(iii) designing and manufacturing of goods of all kinds;

(iv) mining and quarrying and exploration for metals, minerals, fossil
fuels and precious stones of all kinds and their preparation for
sale or use;

(v) exploring for, the drilling for, the moving, transporting and re-
fining petroleum and hydro carbon products including oil and oil

(vi) scientific research including the improvement, discovery and
development of processes, inventions, patents and designs and the
construction, maintenance and operation of laboratories and
research centres;

(vii) land, sea and air undertakings including the land, ship and air
carriage of passengers, mails and goods of all kinds;

(viii) ships and aircraft owners, managers, operators, agents, builders
and repairers;

(ix) acquiring, owning, selling, chartering, repairing or dealing in
ships and aircraft;

(x) travel agents, freight contractors and forwarding agents;

(xi) dock owners, wharfingers, warehousemen;

(xii) ship chandlers and dealing in rope, canvas oil and ship stores of
all kinds;

(xiii) all forms of engineering;

(xiv) farmers, livestock breeders and keepers, graziers, butchers,
tanners and processors of and dealers in all kinds of live and
dead stock, wool, hides, tallow, grain, vegetables and other

(xv) acquiring by purchase or otherwise and holding as an investment
inventions, patents, trade marks, trade names, trade secrets,
designs and the like;

(xvi) buying, selling, hiring, letting and dealing in conveyances of any

(xvii) employing, providing, hiring out and acting as agent for artists,
actors, entertainers of all sorts, authors, composers, producers,
directors, engineers and experts or specialists of any kind;

(xviii) to acquire by purchase or otherwise hold, sell, dispose of and
deal in real property situated outside Bermuda and in personal
property of all kinds wheresoever situated;

(xix) to enter into any guarantee, contract of indemnity or suretyship
and to assure, support or secure with or without consideration or
benefit the performance of any obligations of any person or
persons and to guarantee the fidelity of individuals filling or
about to fill situations of trust or confidence;

(xx) to carry on all and any functions of a holding company and or to
provide and or to co-ordinate management, advisory and
administrative services to all or any of the following: (i) any
subsidiary or affiliate (as such expressions are understood in the
Companies Act 1981 except such entity need not be a company under
the said Act) of the Company, wherever incorporated; (ii) any
entity (wherever existing) controlled, directly or indirectly, by
the Company; and (iii) any entity (wherever existing) in which the
Company owns, directly or indirectly, an equity interest of not
less than twenty percent of the total equity issued and
outstanding in that entity; and

(xxi) to provide and or procure financing and financial investment,
management and advisory services and administrative services to
all or any of the following: (i) any subsidiary or affiliate (as
such expressions are understood in the Companies Act 1981 except
such entity need not be a company under the said Act) of the
Company, wherever incorporated; (ii) any entity (wherever
existing) controlled, directly or indirectly, by the Company; and
(iii) any entity (wherever existing) in which the Company owns,
directly or indirectly, an equity interest of not less than twenty
percent of the total equity issued and outstanding in that entity;
and, in connection with any of the foregoing, to provide and or
procure credit, financial accommodation, loans and or advances
with or without interest to any such subsidiary or affiliate or
entity and to lend to and or deposit with any financial
institution, fund and or trust, all or any property of the Company
and or any interest therein to provide collateral for loans or
other forms of financing provided to any such subsidiary or
affiliate or entity.

7. Powers of the Company

1. The Company shall, pursuant to the Section 42 of the Companies Act
1981, have the power to issue preference shares which are, at the
option of the holder, liable to be redeemed.

2. The Company shall, pursuant to Section 42A of the Companies Act
1981, have the power to purchase its own shares from time to time.

Signed by each subscriber in the presence of at least one witness attesting the
signature thereof

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

/s/ Kevin C. Butler /s/ Karen E. O'Connor
--------------------------------- -----------------------------------

/s/ Donald H. Malcolm /s/ Karen E. O'Connor
--------------------------------- -----------------------------------

/s/ John C.R. Collis /s/ Karen E. O'Connor
--------------------------------- -----------------------------------

(Subscribers) (Witnesses)

SUBSCRIBED this 19/th/ day of August, 1999.


(Section 11(1))

Subject to any provision of the law a company limited by shares shall
without reference in its memorandum have the powers set out in the First
Schedule unless any of such powers are ex-cluded by its memorandum.


A company limited by shares may exercise all or any of the following powers
subject to any provision of the law or its memorandum --

1. to carry on any other business capable of being conveniently carried on in
connection with its business or likely to enhance the value of or making
profitable any of its property or rights;

2. to acquire or undertake the whole or any part of the business, property and
liabilities of any person carrying on any business that the company is
authorised to carry on;

3. to apply for register, purchase, lease, acquire, hold, use, control,
licence, sell, assign or dispose of patents, patent rights, copyrights,
trade makers, formulae, licences, inventions, processes, distinctive makers
and similar rights;

4. to enter into partnership or into any arrangement for sharing of profits,
union of interests, co-operation, joint venture, reciprocal concession or
otherwise with any person carrying on or engaged in or about to carry on or
engage in any business or transaction that the company is authorised to
carry on or engage in or any business or transaction capable of being
conducted so as to benefit the company;

5. to take or otherwise acquire and hold securities in any other body corporate
having objects altogether or in part similar to those of the company or
carrying on any business capable of being conducted so as to benefit the

6. subject to section 96 to lend money to any employee or to any person having
dealings with the company or with whom the company proposes to have dealings
or to any other body corporate any of whose shares are held by the company;

7. to apply for, secure or acquire by grant, legislative enactment, assign-
ment, transfer, purchase or otherwise and to exercise, carry out and enjoy
any charter, licence, power, authority, franchise, concession, right or
privilege, that any government or authority or any body corporate or other
public body may be empowered to grant, and to pay for, aid in and contribute
toward carrying it into effect and to assume any liabilities or obligations
incidental thereto;

8. to establish and support or aid in the establishment and support of
associations, institutions, funds or trusts for the benefit of employees or
former employees of the company or its predecessors, or the depend-ants or
connections of such employees or former employees, and grant


pensions and allowances, and make payments towards insurance or for any
object similar to those set forth in this paragraph, and to subscribe or
guarantee money for charitable, benevolent, educational or religious objects
or for any exhibition or for any public, general or useful objects;

9. to promote any company for the purpose of acquiring or taking over any of
the property and liabilities of the company or for any other purpose that
may benefit the company;

10. to purchase, lease, take in exchange, hire or otherwise acquire any personal
property and any rights or privileges that the company considers necessary
or convenient for the purposes of its business;

11. to construct maintain, alter, renovate and demolish any buildings or works
necessary or convenient for its objects;

12. to take land in Bermuda by way of lease or letting agreement for a term not
exceeding twenty-one years, being land "bona fide" required for the purposes
of the business of the company and with the consent of the Minister granted
in his discretion to take land in Bermuda by way of lease or letting
agreement for a similar period in order to provide accommodation or
recreational facilities for its officers and employees and when no longer
necessary for any of the above purposes to terminate or transfer the lease
or letting agreement;

13. except to the extent, if any, as may be otherwise expressly provided in its
incorporating Act or memorandum and subject to the provisions of this Act
every company shall have power to invest the moneys of the Company by way of
mortgage of real or personal property of every description in Bermuda or
elsewhere and to sell, exchange, vary, or dispose of such mortgage as the
company shall from time to time determine;

14. to construct, improve, maintain, work, manage, carry out or control any
roads, ways, tramways, branches or sidings, bridges, reservoirs,
watercourses, wharves, factories, warehouses, electric works, shops, stores
and other works and conveniences that may advance the interests of the
company and contribute to, subsidise or otherwise assist or take part in the
construction, improvement, maintenance, working, management, carrying out or
control thereof;

15. to raise and assist in raising money for, and aid by way of bonus, loan,
promise, endorsement, guarantee or otherwise, any person and guarantee the
performance or fulfilment of any contracts or obligations of any person, and
in particular guarantee the payment of the principal of and interest on the
debt obligations of any such person;

16. to borrow or raise or secure the payment of money in such manner as the
company may think fit;

17. to draw, make, accept, endorse, discount, execute and issue bills of
exchange, promissory notes, bills of lading, warrants and other negotiable
or transferable instruments;


18. when properly authorised to do so, to sell, lease, exchange or otherwise
dispose of the undertaking of the company or any part thereof as an entirety
or substantially as an entirety for such consideration as the company thinks

19. to sell, improve, manage, develop, exchange, lease, dispose of, turn to
account or otherwise deal with the property of the company in the ordinary
course of its business;

20. to adopt such means of making known the products of the company as may seem
expedient, and in particular by advertising, by purchase and exhibition of
works of art or interest, by publication of books and periodicals and by
granting prizes and rewards and making donations;

21. to cause the company to be registered and recognised in any foreign
jurisdiction, and designate persons therein according to the laws of that
foreign jurisdiction or to represent the company and to accept service for
and on behalf of the company of any process or suit;

22. to allot and issue fully-paid shares of the company in payment or part
payment of any property purchased or otherwise acquired by the company or
for any past services performed for the company;

23. to distribute among the members of the company in cash, kind, specie or
otherwise as may be resolved, by way of dividend, bonus or in any other
manner considered advisable, any property of the company, but not so as to
decrease the capital of the company unless the distribution is made for the
purpose of enabling the company to be dissolved or the distribution, apart
from this paragraph, would be otherwise lawful;

24. to establish agencies and branches;

25. to take or hold mortgages, hypothecs, liens and charges to secure payment of
the purchase price, or of any unpaid balance of the purchase price, of any
part of the property of the company of whatsoever kind sold by the company,
or for any money due to the company from purchasers and others and to sell
or otherwise dispose of any such mortgage, hypothec, lien or charge;

26. to pay all costs and expenses of or incidental to the incorporation and
organization of the company;

27. to invest and deal with the moneys of the company not immediately required
for the objects of the company in such manner as may be determined;

28. to do any of the things authorized by this subsection and all things
authorized by its memorandum as principals, agents, contractors, trustees or
otherwise, and either alone or in conjunction with others;


29. to do all such other things as are incidental or conducive to the attainment
of the objects and the exercise of the powers of the company.

Every company may exercise its powers beyond the boundaries of Bermuda
to the extent to which the laws in force where the powers are sought to be
exercised permit.






Pursuant to Section 4A

In exercise of the powers conferred upon him by section 4A of the Companies Act
1981, the Minister of Finance hereby gives his consent to:-

Everest Reinsurance Group, Ltd.

to carry on restricted business activities in accordance with the Companies Act

Dated this 26th day of August, 1999

/s/ Eugene Cox





I hereby in accordance with section 14 of the Companies Act 1981 issue this
Certificate of Incorporation and do certify that on the 26th day of August, 1999

Everest Reinsurance Group Ltd.

was registered by me in the Register maintained by me under the provisions of
the said section and that the status of the said company is that of an EXEMPTED

Given under my hand and the Seal of the
day of September, 1999.

/s/ Cynthia Thomas

for Registrar of Companies