COMPANIES (JERSEY) LAW 1991

                            ARTICLES OF ASSOCIATION

                                       of

                               Airplanes Limited
                  (Reprinted with amendments to 29 June 2000)


                                 Interpretation

1. In these Articles, if not inconsistent with the subject or context, the
words in the first column of the following table shall bear the meanings set
opposite to them respectively in the second column.

Words                               Meanings

Affiliate              As to any person, any other person that, directly or
                       indirectly, controls , is controlled by or is under the
                       common control with such person or is a director or
                       officer of such person. For the purposes of this
                       definition, the term "control" (including the terms
                       "controlling", "controlled by" and "under the common
                       control with") of a person means possession, direct or
                       indirect, of the power to vote 5% or more of the voting
                       stock of such person or to direct or cause the direction
                       of the management and policies of such person, whether
                       through the ownership of voting stock, by contract or
                       otherwise provided that none of Holding Co. or any of
                       its subsidiaries shall be Affiliates of GPA or any of
                       its subsidiaries for purposes of this definition by
                       virtue of GPA's (or any successor entity's) 5% ownership
                       of the share capital of Holding Co.

Airplanes Trust        Airplanes U.S. Trust, a Delaware business trust.

Airplanes Limited
Indenture              The trust indenture to be entered into by, inter alia,
                       the Company and Airplanes Trust pursuant to which Trust
                       Notes and the Class E Notes will be issued by the
                       Company.

Airplanes Trust
Indenture              The trust indenture to be entered into by, inter alia,
                       Airplanes Trust and the Company pursuant to which,
                       inter alia, Trust Notes will be issued by Airplanes
                       Trust and certain of the Guarantees will be issued by
                       the Company.

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these Articles         These Articles of Association in their present form or
                       as from time to time altered.

auditors               Auditors of the Company appointed pursuant to these
                       Articles.

bankrupt               Shall have the meaning defined in the Interpretation
                       (Jersey) Law, 1954.

Class E Notes          The U.S. dollar denominated Class E Notes to be issued
                       by the Company pursuant to the Airplanes Limited
                       Indenture.

Class E Note Director  Any Director who is appointed by the holder or holders
                       of a majority in aggregate principal amount of the Class
                       E Notes in accordance with Article 67.

clear days             In relation to the period of a notice, shall mean that
                       period excluding the day when the notice is served or
                       deemed to be served and the day for which it is given or
                       on which it is to take effect.

DCR                    Duff & Phelps Credit Rating Co.

Directors              The directors of the Company for the time being.

GE Capital             General Electric Capital Corporation, a New York
                       corporation.

GECAS                  GE Capital Aviation Services, Limited.

GPA                    GPA Group plc.

Guarantees             The guarantees to be given by the Company in respect of
                       any obligations of Airplanes Trust or companies
                       beneficially owned, directly or indirectly, by Airplanes
                       Trust.

holding company        Shall have the meaning defined in the Law.

Holding Co.            GPA II Limited, an Irish limited company.

Indentures             As the context may require, either or both of the
                       Airplanes Limited Indenture and the Airplanes Trust
                       Indenture.

Independent Director   A Director who is not at the time of his appointment or
                       at any time during his service as Director, and

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                       has not been for the twenty-four months prior to his
                       appointment as Director, an employee, consultant,
                       officer or director of GPA, GECAS, GE Capital, any
                       holder of the Class E Notes or any Affiliate of any such
                       person.

the Law                The Companies (Jersey) Law 1991.

Member                 A person whose name is entered in the Register as the
                       holder of shares in the Company.

month                  Calendar month.

Moody's                Moody's Investors Service, Inc.

notice                 A written notice unless otherwise specifically stated.

Office                 The registered office of the Company.

Ordinary Shares        The ordinary shares of Holding Co., par value
                       IR(pound)1.00 each, to be acquired by the Company.

paid up                Shall include credited as paid up.

present in person      In relation to general meetings of the Company and to
                       meetings of the holders of any class of shares, shall
                       include present by attorney or by proxy or, in the case
                       of a corporate shareholder, by representative.

Rating Agencies        DCR, Moody's and Standard & Poor's.

Refinancing Notes      Any notes issued to refinance the Trust Notes.

Register               The register of Members to be kept pursuant to Article
                       14 hereof.

Secretary              Any person appointed by the Directors to perform any of
                       the duties of secretary of the Company (including a
                       temporary or assistant secretary), and in the event of
                       two or more persons being appointed as joint secretaries
                       any one or more of the persons so appointed.

Servicing Agreement    The servicing agreement to be entered into between the
                       Company, AeroUSA, Inc., a Connecticut corporation,
                       Holding Co. and GECAS and dated as of the closing date
                       of the underwritten offering of the Trust Notes or any
                       successor servicing agreement providing for similar

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                       services.

Special Resolution     A resolution of the Company passed as a special
                       resolution in accordance with the Law.

Standard & Poor's      Standard & Poor's Ratings Group, a division of The
                       McGraw - Hill Companies, Inc.

Trust Notes            The U.S. dollar denominated Class A (including sub-
                       classes A-1, A-2, A-3, A-4 and A-5), B,C and D Notes to
                       be issued by the Company and Airplanes Trust pursuant to
                       the Indentures.

2. In these Articles, unless there be something in the subject or context
inconsistent with such construction:-

     (a)  the word "may" shall be construed as permissive and the word "shall"
          shall be construed as imperative;

     (b)  the word "signed" shall be construed as including a signature or
          representation of a signature affixed by mechanical or other means;

     (c)  the words "in writing" shall be construed as including written,
          printed, telexed, electronically transmitted or any other mode of
          representing or reproducing words in a visible form;

     (d)  words importing "persons" shall be construed as including companies
          or associations or bodies of persons whether corporate or
          unincorporate;

     (e)  words importing the singular number shall be construed as including
          the plural number and vice versa;

     (f)  words importing the masculine gender only shall be construed as
          including the feminine gender; and

     (g)  references to enactments are to such enactments as are from time to
          time modified, re-enacted or consolidated and shall include any
          enactment made in substitution for an enactment that is repealed.

3. The headings herein are for convenience only and shall not affect the
construction of these Articles.

                                  Preliminary

4. The preliminary expenses incurred in forming the Company may be discharged
out of the funds of the Company.

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5. The business of the Company shall be commenced as soon after the
incorporation of the Company as the Directors think fit.

                            Share Capital and Shares

6. The share capital of the Company is as specified in the Memorandum of
Association and the shares of the Company shall have the rights and be subject
to the conditions contained in these Articles.

7. Save as permitted by the Law, the Company shall not give financial
assistance directly or indirectly for the purpose of, or in connection with,
the acquisition made or to be made by any person of any shares in the Company
or its holding company (if any).

8. Except as required by law, the Company shall not be bound by or recognise
any equitable, contingent, future or partial interest in any share, or (except
only as by these Articles otherwise provided or as by law required) any
interest in any fraction of a share, or any other right in respect of any
share, except an absolute right to the entirety thereof in the registered
holder.

                               Share Certificates

9. Every Member shall be entitled:-

     (a)  without payment, to one certificate for all his shares of each class
          and, when part only of the shares comprised in a certificate is sold
          or transferred, to a new certificate for the remainder of the shares
          so comprised; or

     (b)  upon payment of such sum for each certificate as the Directors shall
          from time to time determine, to several certificates each for one or
          more of his shares of any class.

10. Every certificate shall be issued within two months after allotment or
lodgment of transfer (or within such other period as the conditions of issue
shall provide), shall be under seal, and shall specify the shares to which it
relates and the amount paid up thereon and if so required by the Law, the
distinguishing numbers of such shares.

11. In respect of a share held jointly by several persons, the Company shall
not be bound to issue more than one certificate, and delivery of a certificate
for a share to one of several joint holders shall be sufficient delivery to all
such holders.

12. If a share certificate is defaced, lost or destroyed, it may be renewed on
payment of such fee and on such terms (if any) as to evidence and indemnity and
the payment of out-of-pocket expenses of the Company in relation thereto as
the Directors think fit.

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                            Joint Holders of Shares

13. Where two or more persons are registered as the holders of any share they
shall be deemed to hold the same as joint tenants with the benefit of
survivorship, subject to the following provisions:-

     (a)  the Company shall not be bound to register more than four persons as
          the joint holders of any share;

     (b)  the joint holders of any share shall be liable, severally as well as
          jointly, in respect of all payments to be made in respect of such
          share;

     (c)  any one of such joint holders may give a good receipt for any
          dividend, bonus or return of capital payable to such joint holders;

     (d)  only the senior of the joint holders of a share shall be entitled to
          delivery of the certificate relating to such share or to receive
          notices from the Company or to attend general meetings of the Company
          and any notice given to the senior joint holder shall be deemed
          notice to all the joint holders; and

     (e)  for the purpose of the provisions of this Article, seniority shall be
          determined by the order in which the names of the joint holders
          appear in the Register.

                              Register of Members

14. The Directors shall keep or cause to be kept at the Office or at such other
place in the Island of Jersey where it is made up, as the Directors may from
time to time determine, a Register in the manner required by the Law. In each
year the Directors shall prepare or cause to be prepared and filed an annual
return containing the particulars required by the Law.

                      Transfer and Transmission of Shares

15. All transfers of shares shall be effected by notice (a "Transfer Notice")
in the usual common form or in any other form approved by the Directors.

16. All Transfer Notices shall be signed by or on behalf of the transferor and,
in the case of a partly paid share, by the transferee. The transferor shall be
deemed to remain the holder of the share until the name of the transferee is
entered on the Register in respect thereof.

17. The Directors may in their absolute discretion, and without assigning any
reason therefor, refuse to register any transfer of shares, including, without
limitation, a transfer of shares to a person of whom they do not approve and a
transfer of shares on which the Company has a lien.

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18. The Directors may decline to recognise any Transfer Notice, unless the
Transfer Notice is deposited at the Office or such other place as the Directors
may appoint accompanied by the certificate for the shares to which it relates
and such other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer.

19. If the Directors refuse to register any transfer of shares they shall,
within two months after the date on which the Transfer Notice was lodged with
the Company, send to the proposed transferor and transferee notice of the
refusal.

20. All Transfer Notices relating to transfers of shares which are registered
shall be retained by the Company, but any Transfer Notices relating to
transfers of shares which the Directors decline to register shall (except in
any case of fraud) be returned to the person depositing the same.

21. The registration of transfers of shares or of any class of shares may be
suspended whenever the Directors determine.

22. Unless otherwise decided by the Directors in their sole discretion, no fee
shall be charged in respect of the registration of any power of attorney or
other document relating to or affecting the title to any shares.

23. Any legal representative of a Member under legal disability and any person
becoming entitled to a share in consequence of the insolvency or bankruptcy of
a Member may, upon such evidence as to his title being produced as may from
time to time be required by the Directors and subject as hereinafter provided,
elect either to be registered himself as the holder of the share or to have
some person nominated by him registered as the holder thereof.

24. If the person so becoming entitled shall elect to be registered himself, he
shall deliver or send to the Company a Transfer Notice signed by him stating
that he so elects. If he shall elect to have another person registered, he
shall testify his election by signing a Transfer Notice in favour of that
person. All the limitations, restrictions and provisions of these Articles
relating to the right to transfer and the registration of transfers of shares
shall be applicable to any such Transfer Notice as aforesaid as would have
existed had such transfer occurred before the death, insolvency or bankruptcy
of the Member concerned.

25. A person becoming entitled to a share by reason of the insolvency or
bankruptcy of a Member shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder of
the share, except that he shall not, before being registered as a Member in
respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company provided always
that the Directors may at any time give notice requiring any such person to
elect either to be registered himself or to transfer the share and if the
notice is not complied with within one

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month such person shall be deemed to have so elected to be registered himself
and all the restrictions on the transfer and transmission of shares contained
in these Articles shall apply to such election.

                                General Meetings

26. An annual general meeting shall be held once in every calendar year, either
in or outside the Island, at such time and place as may be determined by the
Directors; but so long as the Company holds its first annual general meeting
within eighteen months of its incorporation it need not hold it in the year of
its incorporation or in the following year. All other general meetings shall be
called extraordinary general meetings.

27. The Directors may whenever they think fit, and upon a requisition made in
writing by Members in accordance with the Law the Directors shall, convene an
extraordinary general meeting of the Company.

28. At any extraordinary general meeting called pursuant to a requisition,
unless such meeting is called by the Directors, no business other than that
stated in the requisition as the objects of the meeting shall be transacted.

                           Notice of General Meetings

29. At least twenty-one clear days' notice shall be given of every annual
general meeting and of every general meeting called for the passing of a
Special Resolution, and at least fourteen clear days' notice shall be given of
all other general meetings. Every notice shall specify the place, the day and
the time of the meeting and in the case of special business, the general nature
of such business and, in the case of an annual general meeting, shall specify
the meeting as such. Notice of every meeting shall be given in the manner
hereinafter mentioned to all the Members and to the Directors and to the
auditors.

30. A meeting of the Company shall, notwithstanding that it is called by
shorter notice than that specified in Article 29 hereof, be deemed to have been
duly called if it is so agreed:-

     (a)  in the case of an annual general meeting, by all the Members entitled
          to attend and vote thereat; and

     (b)  in the case of any other meeting, by a majority in number of Members
          having a right to attend and vote at the meeting, being a majority
          together holding not less than ninety-five per cent in nominal value
          of the shares giving that right.

31. In every notice calling a meeting of the Company there shall appear with
reasonable prominence a statement that a Member entitled to attend and vote is
entitled to appoint one or more proxies to attend and vote instead of him and
that a proxy need not also be a Member.

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32. It shall be the duty of the Company, subject to the provisions of the Law,
on the calling of a meeting on the requisition in writing of such number of
Members as is specified by the Law:-

     (a)  to give to the Members entitled to receive notice of general meetings
          and to the Directors notice of any resolution which may properly be
          moved and which it is intended to move at that meeting; and

     (b)  to circulate to Members entitled to have notice of any general
          meeting sent to them, any statement of not more than one thousand
          words with respect to the matter referred to in any proposed
          resolution or the business to be dealt with at that meeting.

33. The accidental omission to give notice of a meeting to, or the non-receipt
of notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.

                        Proceedings at General Meetings

34. The business of an annual general meeting shall be to receive and consider
the accounts of the Company and the reports of the Directors and auditors, to
elect Directors (if necessary), to elect auditors and fix their remuneration,
to sanction a dividend if thought fit so to do, and to transact any other
business of which notice has been given.

35. No business shall be transacted at any general meeting except the
adjournment of the meeting unless a quorum of Members is present at the time
when the meeting proceeds to business. Such quorum shall consist of not less
than two Members present in person, but so that not less than two individuals
will constitute the quorum, provided that, if at any time all of the issued
shares in the Company are held by or by a nominee for a holding company, such
quorum shall consist of the Member present in person.

36. If within half an hour from the time appointed for the meeting a quorum is
not present, or if during the meeting a quorum ceases to be present, the
meeting, if convened by or upon the requisition of Members, shall be dissolved.
If otherwise convened the meeting shall stand adjourned to the same day in the
next week at the same time and place or such day, time and place as the
Directors shall determine.

37. The chairman (if any) of the Directors shall preside as chairman at every
general meeting of the Company. If there is no such chairman, or if at any
meeting he is not present the Members present in person shall choose one of the
Directors present to be chairman, or if no Director shall be present and
willing to take the chair the Members present in person shall choose one of
their number to be chairman.

38. The chairman may with the consent of any meeting at which a quorum is

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present (and shall if so directed by the meeting) adjourn the meeting from time
to time and from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place. When a meeting is adjourned for thirty days
or more, notice of the adjourned meeting shall be given as in the case of the
original meeting. Save as aforesaid, it shall not be necessary to give any
notice of any adjourned meeting or of the business to be transacted at an
adjourned meeting.

39. Except where otherwise provided in the Law or in these Articles, all
resolutions shall be adopted if approved by a majority of the votes cast. In
the event of an equality of votes at any general meeting, whether upon a show
of hands or on a poll, the chairman shall not be entitled to a second or
casting vote.

40. At any general meeting every question shall be decided in the first
instance by a show of hands and, unless a poll is demanded by the chairman or
by any Member, a declaration by the chairman that a resolution has on a show of
hands been carried or not carried, or carried or not carried by a particular
majority or lost, and an entry to that effect in the minutes of the meeting
shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such resolution.

41. If a poll is demanded in the manner mentioned above, it shall be taken at
such time (within twenty-one days) and in such manner as the chairman directs
and the results of such poll shall be deemed to be the resolution of the
Company in general meeting. A poll may be demanded upon the election of the
chairman and upon a question of adjournment and such poll shall be taken
forthwith without adjournment. Any business other than that upon which a poll
has been demanded may proceed pending the taking of the poll.

42. Minutes of all resolutions and proceedings of general meetings shall be
duly and regularly entered in books kept for that purpose and shall be
available for inspection by a Member during business hours without charge. A
Member may require a copy of any such minutes in such manner, and upon payment
of such sum, as provided in the Law.

43. If a Member is by any means in communication with one or more other Members
so that each Member participating in the communication can hear what is said by
any other of them, each Member so participating in the communication is deemed
to be present in person at a meeting with the other Members so participating,
notwithstanding that all the Members so participating are not present together
in the same place. A meeting at which any or all of the Members participate as
aforesaid shall be deemed to be a general meeting of the Company for the
purposes of these Articles notwithstanding any other provisions of these
Articles and all of the provisions of these Articles and of the Law relating to
general meetings of the Company and to the proceedings thereat shall apply,
mutatis mutandis, to every such meeting.

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44. A resolution in writing (including a Special Resolution but excluding a
resolution removing an auditor) signed by all Members who would be entitled to
receive notice of and to attend and vote at a general meeting at which such a
resolution would be proposed, or by their duly appointed attorneys, shall be as
valid and effectual as if it had been passed at a general meeting of the
Company duly convened and held. Any such resolution may consist of several
documents in the like form each signed by one or more of the Members or their
attorneys and signature in the case of a corporate body which is a Member shall
be sufficient if made by a director or other duly authorised officer thereof or
its duly appointed attorney.

45. (1) On a show of hands every Member present in person shall have one vote.

    (2) Subject to any special voting powers or restrictions for the time
being attached to any shares, as may be specified in the terms of issue thereof
or these Articles, on a poll every Member present in person shall have one vote
for each share held by him.

46. Where there are joint registered holders of any share, such persons shall
not have the right of voting individually in respect of such share but shall
elect one of their number to represent them and to vote whether in person or by
proxy in their name. In default of such election the person whose name appears
first in order in the Register in respect of such share shall be the only
person entitled to vote in respect thereof.

47. A Member for whom a special or general attorney is appointed or who is
suffering from some other legal incapacity or interdiction in respect of whom
an order has been made by any court having jurisdiction (whether in the Island
of Jersey or elsewhere) in matters concerning legal incapacity or interdiction
may vote, whether on a show of hands or on a poll, by his attorney, curator, or
other person authorised in that behalf appointed by that court, and any such
attorney, curator or other person may vote by proxy. Evidence to the
satisfaction of the Directors of the authority of such attorney, curator or
other person may be required by the Directors prior to any vote being exercised
by such attorney, curator or other person.

48. The Directors and the auditors shall be entitled to receive notice of and
to attend and speak at any meeting of Members. Save as aforesaid and as
provided in Article 47 hereof, no person shall be entitled to be present or
take part in any proceedings or vote either personally or by proxy at any
general meeting unless he has been registered as owner of the shares in respect
of which he claims to vote.

49. (1) No objection shall be raised to the qualification of any voter except
at the meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for all
purposes. Any such objection made in due time shall be referred to the chairman
of the meeting whose decision shall be final and conclusive.

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    (2) Where a person is authorised under Article 57 hereof to represent a
body corporate at a general meeting of the Company the Directors or the
chairman of the meeting may require him to produce a certified copy of the
resolution from which he derives his authority.

50. On a poll a Member entitled to more than one vote need not use all his
votes or cast all the votes he uses in the same way.

51. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing or if the appointor is
a corporation either under seal or under the hand of an officer or attorney
duly authorised. A proxy need not be a Member.

52. The instrument appointing a proxy and the power of attorney or other
authority (if any) under which it is signed, or a notarially certified copy of
that power or authority, shall be deposited at the Office within such time (not
exceeding forty-eight hours) before the time for holding the meeting or
adjourned meeting or for the taking of a poll at which the person named in the
instrument proposes to vote as the Directors may from time to time determine.

53. The instrument appointing a proxy may be in any common form or in any other
form approved by the Directors including the following form:-

"Airplanes Limited

I/We                              of
being a Member/Members of the above named Company
hereby appoint                    of
or failing him                    of
as my/our proxy to vote for me/us on my/our behalf at the (annual or
extraordinary as the case be) general meeting of the Company to be held on
the        day of                    and any adjournment thereof.

Signed this                          day of                "

54. Unless the contrary is stated thereon the instrument appointing a proxy
shall be as valid as well for any adjournment of the meeting as for the meeting
to which it relates.

55. A vote given in accordance with the terms of an instrument of proxy shall
be valid notwithstanding the previous death or insanity of the principal or
revocation of the proxy or of the authority under which the proxy was executed
provided that no intimation in writing of such death, insanity or revocation
shall have been received by the Company at the Office before the commencement
of the meeting or adjourned meeting or the taking of the poll at which the
proxy is used.

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56. The Directors may at the expense of the Company send by post or otherwise
to the Members instruments of proxy (with or without provision for their return
prepaid) for use at any general meeting or at any separate meeting of the
holders of any class of shares of the Company either in blank or nominating in
the alternative any one or more of the Directors or any other persons. If for
the purpose of any meeting invitations to appoint as proxy a person or one or
more of a number of persons specified in the invitations are issued at the
Company's expense they shall be issued to all (and not to some only) of the
Members entitled to be sent a notice of the meeting and to vote thereat by
proxy.

                               Corporate Members

57. Any body corporate which is a Member may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its
representative at any meeting of Members (or of any class of Members) and the
person so authorised shall be entitled to exercise on behalf of the body
corporate which he represents the same powers as that body corporate could
exercise if it were an individual.

                                   Directors

58. Save as provided in Article 68, the number of Directors shall be five,
except that prior to the issuance of the Class E Notes, the number shall be not
less than two. Save as provided in Article 68, following the issuance of the
Class E Notes, one of such Directors shall be a Class E Note Director who shall
be nominated and appointed pursuant to Article 67 and the remaining Directors
shall be Independent Directors. At such time as the conditions of Article 68
are satisfied and the holder of a majority in aggregate principal amount of the
Class E Notes exercises its rights thereunder, the number of Directors shall be
not less than seven and not more than fifteen (at least three of whom shall be
Independent Directors). Save as provided in Articles 67 and 68, no person shall
be appointed as a Director of the Company unless that person has been approved
by a majority of the existing Directors (if any) as having sufficient knowledge
and experience in the business conducted by the Company as described in its
Memorandum of Association such approval not to be unreasonably withheld. Save
as provided in Article 68, at all times the Director appointed pursuant to
Article 67 shall constitute a minority of the Directors. The Company shall keep
or cause to be kept at the Office a register of its Directors in the manner
required by the Law.

59. A Director need not be a Member but shall nevertheless be entitled to
receive notice of and to attend and speak at any general meeting or at any
separate meeting of the holders of any class of shares in the Company.

60. (1)   (i) The Directors shall be paid out of the funds of the Company their
          reasonable travelling and other expenses properly and necessarily
          expended by them in attending meetings of the Directors or Members or
          otherwise in the affairs of the Company. The

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          Independent Directors shall also each be paid by way of remuneration
          for their services a sum equal to US$65,000 per annum which shall be
          deemed to accrue from day to day. The chairman appointed pursuant to
          Article 85 shall be paid by way of additional remuneration a sum
          equal to US$40,000 per annum which shall be deemed to accrue from day
          to day.

          (ii) Subject to paragraph (v) of this Article, the remuneration of
               the Independent Directors and of the chairman appointed pursuant
               to Article 85 (together, the "Annual Remunerations") shall be
               automatically adjusted for inflation on 1st July 2000, 1st April
               2002 and on every third 1st April thereafter (each such date, an
               "Adjustment Date") by multiplying the Annual Remunerations as at
               the Adjustment Date by the sum of 1.00 plus the Inflation Factor
               (as hereinafter defined) with respect to the period ending on
               such Adjustment Date (or, in the case of the first such
               adjustment, on 1st April 1999) and commencing, in the case of
               the first such adjustment on 1st April 1996, in the case of the
               second such adjustment on 1st April 1999, and in any other case
               on the immediately preceding Adjustment Date or Interim
               Adjustment Date (as hereinafter defined), as the case may be.

         (iii) For the avoidance of doubt, if the rate of increase in the U.S.
               CPI (as hereinafter defined) over any period commencing on a
               previous Adjustment Date or Interim Adjustment Date and ending
               on an Adjustment Date is negative or zero no adjustment of the
               Annual Remunerations shall be made pursuant to the provisions of
               paragraph (ii) of this Article on that Adjustment Date.

          (iv) Subject to paragraph (v) of this Article, if on any 1st April
               which is not an Adjustment Date the cumulative rate of increase
               in the U.S. CPI since the last Adjustment Date or Interim
               Adjustment Date exceeds ten per cent. (10%) then the Annual
               Remunerations shall be automatically adjusted (each such 1st
               April, an "Interim Adjustment Date") by multiplying the Annual
               Remunerations as at the Interim Adjustment Date by the sum of
               1.00 plus the Inflation Factor with respect to the period ending
               on such Interim Adjustment Date and commencing on the later of
               the immediately preceding Adjustment Date or Interim Adjustment
               Date, as the case may be.

          (v)  Notwithstanding the provisions of paragraphs (ii) and (iv) of
               this Article if any adjustment of the Annual Remunerations to be
               made pursuant to this Article on any Adjustment Date or Interim
               Adjustment Date would cause the aggregate amount of the Annual
               Remunerations to exceed US$470,000 per annum (the "Cap") such
               adjustment shall be limited to such an amount as

                                      14
<PAGE>


               shall ensure that the Cap is not exceeded.

          (vi) The Independent Directors and the chairman shall be paid on 1st
               July 2000 by way of additional remuneration for their services a
               one-off payment (the "1999 Indexation Amount") determined as
               follows:-

                         1999 Indexation Amount = A- B

               Where:-

               A is equal to $375,000 multiplied by the sum of 1.00 plus the
               Inflation Factor with respect to the period ending on 1st April,
               1999 and commencing on 1st April, 1996; and

               B is equal to $375,000.

               The 1999 Indexation Amount shall be divided amongst the
               Independent Directors and the chairman pro rata to the Annual
               Remunerations to which each such person is entitled pursuant to
               paragraph (i) of this Article.

          As used in this Article:-

               "Inflation Factor" means the cumulative rate of increase
               (expressed as a decimal) over the relevant period in the U.S.
               CPI; and

               "U.S. CPI" means with respect to any calendar year or any period
               during any calendar year the "Consumer Price Index for all Urban
               Consumers (CPI-U) U.S. City Average for All Items" published by
               the Bureau of Labor Statistics for the United States Department
               of Labor (based at 100 in 1982). If the U.S. CPI shall be
               converted to a different standard reference base or otherwise
               revised after the date of adoption of this Article U.S. CPI
               shall thereafter be calculated with use of such new or revised
               statistical measure published by the Bureau of Labor Statistics
               or, if not so published, as may be published by any other
               reputable publisher of such price index selected by the Company.

     (2)  The Director appointed pursuant to Article 67 shall not be entitled
          to remuneration for his services as Director. The Directors appointed
          pursuant to Article 68 and who are not Independent Directors shall
          not be entitled to remuneration for their services as Directors.

                                      15
<PAGE>


                              Alternate Directors

61. Any Director may at his sole discretion and at any time and from time to
time appoint any person (other than a person disqualified by law from being a
director of a company or, in the case of an Independent Director, a person who
would not meet the criteria for being an Independent Director) as an alternate
Director to attend and vote in his place at any meetings of Directors at which
he is not personally present. Each Director shall be at liberty to appoint
under this Article more than one alternate Director provided that only one such
alternate Director may at any one time act on behalf of the Director by whom he
has been appointed. Every such appointment shall be effective and the following
provisions shall apply in connection therewith:-

     (a)  every alternate Director while he holds office as such shall be
          entitled to notice of meetings of Directors and to attend and to
          exercise all the rights and privileges of his appointor at all such
          meetings at which his appointor is not personally present;

     (b)  every alternate Director shall ipso facto vacate office if and when
          his appointment expires or the Director who appointed him ceases to
          be a Director of the Company or removes the alternate Director from
          office by notice under his hand served upon the Company;

     (c)  every alternate Director shall be entitled to be paid all travelling,
          hotel and other expenses reasonably incurred by him in attending
          meetings. The remuneration (if any) of an alternate Director shall be
          payable out of the remuneration payable to the Director appointing
          him as may be agreed between them;

     (d)  a Director may act as alternate Director for another Director and
          shall be entitled to vote for such other Director as well as on his
          own account, but no Director shall at any meeting be entitled to act
          as alternate Director for more than one other Director; and

     (e)  a Director who is also appointed an alternate Director shall be
          considered as two Directors for the purpose of making a quorum of
          Directors when such quorum shall exceed two.

62. The instrument appointing an alternate Director may be in any form approved
by the Directors including the following form:-

" Airplanes Limited

I,
a Director of the above named Company, in pursuance of the power in that behalf
contained in the Articles of Association of the Company, do hereby nominate and
appoint
of

                                      16
<PAGE>


to act as alternate Director in my place at the meeting of the Directors
to be held on the      day of              and at any adjournment thereof which
I am unable to attend and to all my duties as a Director of the Company at such
meeting.

Signed this                      day of                  "

63. Save as otherwise provided in Article 61(b) hereof, any appointment or
removal of an alternate Director shall be by notice signed by the Director
making or revoking the appointment and shall take effect when lodged at the
Office or otherwise notified to the Company in such manner as is approved by
the Directors.

                              Executive Directors

64. The Directors may from time to time appoint one or more of the Independent
Directors to be the holder of any executive office on such terms and for such
periods as they may determine provided however that such an appointment will
not entitle the Director to remuneration in excess of that provided in Article
60. The appointment of any Director to any executive office shall be subject to
termination if he ceases to be a Director, but without prejudice to any claim
for damages for breach of any contract of service between him and the Company.

65. The Directors may entrust to and confer upon a Director holding any
executive office any of the powers exercisable by the Directors other than
those powers expressly requiring the unanimous affirmative vote of the
Directors, upon such terms and conditions and with such restrictions as they
think fit, and either collaterally with or to the exclusion of their own powers
and may from time to time revoke, withdraw, alter or vary all or any of such
powers.

                            Appointment of Directors

66. The first Directors of the Company appointed in writing by the Subscribers
to the Memorandum of Association and holding office on the date of adoption of
these Articles shall resign on the date of adoption of these Articles and shall
appoint four Independent Directors in their place.

67.  (i)  Save as provided in Article 68, for so long as any amount is
          outstanding or payable in respect of the Class E Notes, the holder or
          holders of a majority in aggregate principal amount of the Class E
          Notes shall be entitled (by instrument in writing) to:

          (a)  nominate and appoint one Director at any time;

          (b)  remove any Director appointed pursuant to sub-paragraph (i)(a)
               above; and

          (c)  nominate and appoint a new Director to take the place of any
               Director nominated and appointed pursuant to sub-paragraph
               (i)(a) above who vacates his office for any reason.

                                      17
<PAGE>


               Appointments pursuant to sub-paragraphs (i)(a) and (i)(c) above
               shall take effect upon written acceptance by the nominated
               Director and written notice delivered to the Office.

          (ii) The Independent Directors shall not have the right to remove a
               Director appointed pursuant to this Article or Article 68.

68. Notwithstanding any other provision of these Articles, if GE Capital
acquires 90% or more of the ordinary share capital of GPA, and provided, that
(x) GE Capital shall have guaranteed the obligations of GECAS under the
Servicing Agreement, if GECAS is then acting as servicer pursuant thereto, and
(y) GE Capital shall then have a rating of at least Aa1 or AA+ on its
long-term, senior, unsecured debt obligations from Moody's or Standard &
Poor's, respectively, then the holder of a majority in aggregate principal
amount of the Class E Notes shall be entitled to:

           (i) remove all of the directors then in office;

          (ii) nominate and appoint at least seven and up to fifteen new
               Directors, five of whom shall fill the vacancies created
               pursuant to Article 68 (i) above, and at least three of whom
               must qualify as Independent Directors;

         (iii) remove any Director appointed pursuant to Article 68(ii) above;
               and

          (iv) (subject always to the requirement that there be at least three
               Independent Directors) nominate and appoint a new Director to
               take the place of any Director who vacates his office for any
               reason.

69. Subject to the provisions of Articles 58 and 66 hereof and save as provided
in Article 68, a majority of the Directors shall have power at any time and
from time to time to appoint any person to be an Independent Director in order
to ensure that the provisions of these Articles as to the number of Independent
Directors required to be in office are fulfilled. If at any time there are no
Independent Directors holding office the Company in general meeting (and not,
for the avoidance of doubt, the Class E Note Director) shall be entitled to
nominate and appoint such number of Independent Directors as are required to be
in office pursuant to these Articles. For the purpose of making such
appointment the Class E Note Director shall be entitled to make recommendations
to the Members and the Members may, if they think fit, at the expense of the
Company hire an independent adviser to make recommendations. The Members, in
making the appointment, shall be entitled but not bound to act in accordance
with any such recommendations. Any Independent Director so appointed shall hold
office until he resigns, is removed or is disqualified in accordance with
Article 72 hereof.

70. Save as provided in Article 68, at any general meeting at which an
Independent Director retires or is removed from office a majority of the
remaining Directors shall elect an Independent Director to fill the vacancy. If
there are no

                                      18
<PAGE>


remaining Independent Directors the Company in general meeting (and not, for
the avoidance of doubt, the Class E Note Director) shall elect an Independent
Director to fill the vacancy. For the purpose of making such appointment the
Class E Note Director shall be entitled to make recommendations to the Members
and the Members may, if they think fit, at the expense of the Company hire an
independent adviser to make recommendations. The Members, in making the
appointment, shall be entitled but not bound to act in accordance with any such
recommendations.

71. Two clear days' notice shall be given to the Company of the intention of
any Member to propose any person for election to the office of Director
provided always that, if the Members present at a general meeting unanimously
consent, the chairman of such meeting may waive the said notice and submit to
the meeting the name of any person duly qualified and willing to act.

             Resignation, Disqualification and Removal of Directors

72. The office of a Director shall be vacated if: -

     (a)  he resigns his office by notice to the Company; or

     (b)  he ceases to be a Director by virtue of any provision of the Law or
          he becomes prohibited or disqualified by law from being a Director;
          or

     (c)  he becomes bankrupt or makes any arrangement or composition with his
          creditors generally; or

     (d)  he is removed from office by resolution of the Members; or

     (e)  in the case of a Director appointed pursuant to Article 67(i), he is
          removed from office pursuant to Article 67(i); or

     (f)  in the case of an Independent Director, he ceases to be an
          Independent Director within the meaning of that term contained in
          these Articles; or

     (g)  he is removed from office pursuant to Article 68(i) or Article
          68(iii); or

     (h)  save in the case of the Director appointed pursuant to Article 67, he
          is removed from office by a resolution passed by a majority of the
          other Directors.

                              Powers of Directors

73. The business of the Company shall be managed by the Directors who may
exercise all such powers of the Company as are not by the Law or these Articles
required to be exercised by the Company in general meeting, and the power and
authority to represent the Company in all transactions relating to real and
personal

                                      19
<PAGE>


property and all other legal or judicial transactions, acts and matters and
before all courts of law shall be vested in the Directors. The Directors'
powers shall be subject to any regulations of these Articles, to the provisions
of the Law and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the Company in general
meeting, but no regulations made by the Company in general meeting shall
invalidate any prior act of the Directors which would have been valid if such
regulations had not been made.

74. The Directors may, by power of attorney, mandate or otherwise, appoint any
person to be the agent of the Company for such purposes and on such conditions
as they determine, including authority for the agent to delegate all or any of
his powers.

75. (1) Notwithstanding any other provision of these Articles or any provision
of law that otherwise so empowers the Directors, for so long as any amount is
outstanding or payable under any of the Trust Notes or the Class E Notes, the
Directors shall not have the power to take any corporate action that would
cause the Company or any of its subsidiaries to be in violation of Section 5.02
of the Airplanes Limited Indenture.

    (2) Notwithstanding any other provision of these Articles or any other
provision of law that otherwise so empowers the Directors, the Directors shall
conduct the business of the Company, and shall procure that the business of
each of the subsidiaries of the Company is conducted, such that it is a
separate and readily identifiable business from GPA and any of its Affiliates
(it being understood that the Company may publish financial statements that are
consolidated with those of GPA and any of its Affiliates, if to do so is
required by any applicable law or accounting principles from time to time in
effect) and the Directors:-

     (a)  will observe, and will cause the Company's subsidiaries to observe,
          all corporate formalities necessary to remain legal entities separate
          and distinct from GPA and any of its Affiliates;

     (b)  will maintain the Company's assets and liabilities and will cause the
          Company's subsidiaries to maintain each of their respective assets
          and liabilities, separate and distinct from those of GPA and any of
          its Affiliates;

     (c)  will maintain, and will cause the Company's subsidiaries to maintain
          records, books, accounts and minutes separate from those of GPA and
          any of its Affiliates;

     (d)  will cause the Company to pay its obligations in the ordinary course
          of business, and will cause the Company's subsidiaries to pay each of
          their respective obligations in the ordinary course of business, as
          legal entities separate from GPA and any of its Affiliates;

     (e)  will keep the Company's funds, and will cause the Company's

                                      20
<PAGE>


          subsidiaries to keep each of their respective funds, separate and
          distinct from any funds of GPA and any of its Affiliates, and will
          receive, deposit, withdraw and disburse such funds separately from
          any funds of GPA and any of its Affiliates;

     (f)  will conduct the Company's business, and will cause the Company's
          subsidiaries to conduct each of their respective businesses, in its
          or their own name, and not in the name of GPA or any of its
          Affiliates;

     (g)  will not agree, and will cause the Company's subsidiaries not to
          agree, to pay or become liable for any debt of GPA or any of its
          Affiliates;

     (h)  will not hold out, and will cause the Company's subsidiaries not to
          hold out, that the Company or any of its subsidiaries is a division
          of GPA or any of its Affiliates, or that GPA or any of its Affiliates
          is a division of the Company or any of its subsidiaries;

     (i)  will not induce, and will cause the Company's subsidiaries not to
          induce, any third party to rely on the creditworthiness of GPA or any
          of its Affiliates in order that such third party will be induced to
          contract with the Company, or any of its subsidiaries, as the case
          may be; and

     (j)  will not enter into, and will cause the Company's subsidiaries not to
          enter into, any transactions between the Company or any of its
          subsidiaries, as the case may be, and GPA or any of its Affiliates
          that are more favourable to either party than transactions that the
          parties would have been able to enter into at such time on an arm's
          length basis with a non-affiliated third party, other than any
          agreements in effect on the date hereof.

                          Transactions with Directors

76. A Director, including an alternate Director but excluding a Class E Note
Director acting solely in his personal capacity, may hold any other office or
place of profit under the Company (other than the office of auditor) in
conjunction with his office of Director and may act in a professional capacity
to the Company on such terms as to tenure of office, remuneration and otherwise
as the Directors may determine.

77. Subject to the provisions of the Law, and provided that he has disclosed to
the Directors the nature and extent of any of his material interests, a
Director notwithstanding his office:-

     (a)  may be a party to, or otherwise interested in, any transaction or
          arrangement with the Company or in which the Company is otherwise
          interested;

                                      21
<PAGE>


     (b)  other than, in the case of an Independent Director, to the extent
          limited by the definition thereof, may be a director or other officer
          of, or employed by, or a party to any transaction or arrangement
          with, or otherwise interested in, any body corporate promoted by the
          Company or in which the Company is otherwise interested or which
          engages in transactions similar to those engaged in by the Company
          and might present a conflict of interest for such Director in
          discharging his duties; and

     (c)  shall not, by reason of his office, be accountable to the Company for
          any benefit which he derives from any such office or employment or
          from any such transaction or arrangement or from any interest in any
          such body corporate and no such transaction or arrangement shall be
          liable to be avoided on the ground of any such interest or benefit.

78. For the purposes of Article 77:-

     (a)  a general notice given to the Directors that a Director is to be
          regarded as having an interest of the nature and extent specified in
          the notice in any transaction or arrangement in which a specified
          person or class of persons is interested shall be deemed to be a
          disclosure that the Director has an interest in any such transaction
          of the nature and extent so specified; and

     (b)  an interest of which a Director has no knowledge and of which it is
          unreasonable to expect him to have knowledge shall not be treated as
          an interest of that Director.

                            Proceedings of Directors

79. The Directors may meet together for the despatch of business, adjourn and
otherwise regulate their meetings as they think fit. Questions arising at any
meeting shall be determined by a majority of votes. In the case of an equality
of votes the chairman elected in accordance with Article 85 shall not have a
second or casting vote. A Director who is also an alternate Director shall be
entitled, in the absence of the Director whom he is representing, to a separate
vote on behalf of such Director in addition to his own vote. A Director may,
and the Secretary on the requisition of a Director shall, at any time, summon a
meeting of the Directors by giving to each Director and alternate Director not
less than twenty-four hours' notice of the meeting provided that any meeting
may be convened at shorter notice and in such manner as each Director or his
alternate Director shall approve provided further that unless otherwise
resolved by the Directors notices of Directors' meetings need not be in
writing.

80. A meeting of the Directors at which a quorum is present shall be competent
to exercise all powers and discretions for the time being exercisable by the
Directors. The quorum necessary for the transaction of the business of the
Directors shall be

                                      22
<PAGE>


two Independent Directors personally present (and not, for the avoidance of
doubt, present through an alternate Director) except that (i) the quorum
necessary for the transaction of any business specified in Article 81 shall be
all of the Directors, and (ii) at such time as the conditions of Article 68 are
satisfied and the holder of a majority in aggregate principal amount of the
Class E Notes exercises its rights thereunder, the quorum necessary for the
transaction of any business shall, subject always to the provisions of Article
86(2), be two Directors.

81. Notwithstanding any other provision of these Articles and provided that any
such action referred to below does not contravene the terms of the Airplanes
Limited Indenture, except in connection with a transaction proposed to be
entered into by the Directors in the exercise of the power conferred pursuant
to paragraph 4(h) of the Memorandum of Association of the Company, the powers
of the Directors shall be limited such that an affirmative unanimous vote of
the Directors shall be required to:

     (a)  (i) cause the Company to take any action, or, in its capacity as a
          shareholder, cause any of its subsidiaries to take any action, with
          respect to the institution of any proceeding by the Company or any of
          its subsidiaries seeking liquidation, winding up, reorganisation,
          arrangement, adjustment, protection, relief or composition of its
          debts under any law relating to bankruptcy, insolvency or
          reorganisation or relief of debtors or seeking the entry of an order
          for relief or the appointment of a receiver, trustee, or other
          similar official for it or any substantial part of its property, or
          seeking termination of the Company's existence or the existence of
          any of its subsidiaries, or to propose the passing by the Members of
          a Special Resolution to effect any of the foregoing, and (ii) in the
          case of any such proceeding instituted against the Company or any of
          its subsidiaries (but not instituted by it), cause the Company or any
          of its subsidiaries to take any corporate action to authorise or
          consent to such proceedings (including, without limitation, the entry
          of an order for relief against, or the appointment of a receiver,
          trustee, custodian or other similar official for the Company or any
          of its subsidiaries or any substantial part of its property, or that
          of any subsidiary);

     (b)  cause the Company, in its capacity as shareholder, to cause any of
          its subsidiaries to take any action to increase or reduce or
          reclassify the share capital of any of its subsidiaries or issue
          additional shares of any of its subsidiaries;

     (c)  propose the passing by the Members of a Special Resolution to amend
          the Memorandum or these Articles;

     (d)  cause the Company, in its capacity as a shareholder, to cause any of
          its subsidiaries to take any action to waive, repeal, amend, vary,
          supplement or otherwise modify the constitutional documents of any

                                      23
<PAGE>


          such subsidiaries;

     (e)  transfer the Ordinary Shares or any part thereof or any interest
          therein; or

     (f)  cause the Company to take any action, or, in its capacity as a
          shareholder, cause any of its subsidiaries to take any action, with
          respect to any merger, consolidation, amalgamation or reorganisation
          of the Company or any of its subsidiaries, as the case may be, with
          or into any other person or entity, or any conveyance, transfer or
          other disposal of (whether in one transaction or in a series of
          transactions) all or substantially all of the Ordinary Shares or all
          or substantially all of the assets of Holding Co. or any other
          subsidiary of the Company.

82. A Director, notwithstanding his interest, may be counted in the quorum
present at any meeting at which he is appointed to hold any office or place of
profit under the Company, or at which the terms of his appointment are
arranged, but he may not vote on his own appointment or the terms thereof.

83. A Director, notwithstanding his interest, may be counted in the quorum
present at any meeting at which any contract or arrangement in which he is
interested is considered and, subject to the provisions of Articles 77 and 78
hereof, he may vote in respect of any such contract or arrangement.

84. The continuing Directors or a sole continuing Director may act
notwithstanding any vacancies in their number, but, if the number of
Independent Directors is less than the number fixed as the quorum, the
continuing Directors or Director may act only for the purpose of calling a
general meeting of the Company. If there are no Directors or no Director is
able or willing to act, then any Member or the Secretary may summon a general
meeting for the purpose of appointing Directors.

85. The Directors may from time to time elect from their number, and remove, a
chairman and/or deputy chairman and/or vice-chairman and determine the period
for which they are to hold office provided always that, until such time as the
conditions of Article 68 are satisfied and the holder of a majority in
aggregate principal amount of the Class E Notes exercises its rights
thereunder, only an Independent Director may be elected as chairman. The
chairman, or in his absence the deputy chairman, or in his absence, the
vice-chairman, shall preside at all meetings of the Directors, but if no such
chairman, deputy chairman or vice-chairman be elected, or if at any meeting the
chairman, the deputy chairman and vice-chairman be not present within five
minutes after the time appointed for holding the same, the Directors present
may choose one of their number to be the chairman of the meeting.

86. (1) The Directors may delegate any of their powers to committees consisting
of such Directors or Director or such other persons as they think fit provided
that where any such committee includes the Class E Note Director a majority of
any such

                                      24
<PAGE>


committee shall consist of Independent Directors. Any committee so formed shall
in the exercise of the powers so delegated conform to any regulations that may
be imposed on it by the Directors. The meetings and proceedings of any such
committee consisting of one or more persons shall be governed by the provisions
of these Articles regulating the meetings and proceedings of the Directors, so
far as the same are applicable and are not superseded by any regulations made
by the Directors under this Article.

     (2) Notwithstanding the generality of Article 86(1) above, in the event
that (a) the conditions of Article 68 are satisfied and the holder of a
majority in aggregate principal amount of the Class E Notes exercises its
rights thereunder; and (b) it is proposed that the Company enter into any
transaction in which GE Capital and/or any of its Affiliates is an interested
party (other than any transaction proposed to be entered into by the Directors
in the exercise of the power conferred pursuant to paragraph 4(h) of the
Memorandum of Association of the Company):-

     (i) the powers of the Directors in relation to the review and approval of
     the terms of such transaction shall be exercised only by a committee
     consisting of the three Independent Directors appointed pursuant to
     Article 68(ii); and

     (ii) such transaction shall not be entered into unless approved by a vote
     of at least two of the three Independent Directors constituting such
     committee.

87. If a Director is by any means in communication with one or more other
Directors so that each Director participating in the communication can hear
what is said by any other of them, each Director so participating in the
communication is deemed to be present at a meeting with the other Directors so
participating, notwithstanding that all the Directors so participating are not
present together in the same place.

88. A resolution in writing of which notice has been given to all of the
Directors or to all of the members of a committee appointed pursuant to Article
86(1) or Article 86(2) hereof (as the case may be), if signed by a majority of
the Directors or of the members of such committee (as the case may be), shall
be valid and effectual as if it had been passed at a meeting of the Directors
or of the relevant committee duly convened and held, except that the resolution
necessary for the transaction of any business specified in Article 81 (other
than the exception therein for transactions proposed to be entered into by the
Directors in the exercise of the power conferred pursuant to paragraph 4(h) of
the Memorandum of Association of the Company) shall be signed by all of the
Directors. Such resolution may consist of two or more documents in like form
each signed by one or more of the Directors or members of the relevant
committee.

89. All acts done bona fide by any meeting of Directors or of a committee
appointed by the Directors or by any person acting as a Director shall,
notwithstanding that it is afterwards discovered that there was some defect in
the appointment of any such Director or committee or person acting as
aforesaid, or that they or any of them were disqualified or had vacated office
or were not entitled to

                                      25
<PAGE>


vote, be as valid as if every such person had been duly appointed and was
qualified and had continued to be a Director or a member of a committee
appointed by the Directors and had been entitled to vote.

                                  Minute Book

90. The Directors shall cause all resolutions in writing passed in accordance
with Articles 44 and 88 hereof and minutes of proceedings at all general
meetings of the Company or of the holders of any class of the Company's shares
and of the Directors and of committees appointed by the Directors to be entered
in books kept for the purpose. Any minutes of a meeting, if purporting to be
signed by the chairman of the meeting or by the chairman of the next succeeding
meeting, shall be evidence of the proceedings.

                                   Secretary

91. The Secretary shall be appointed by the Directors and any secretary so
appointed may be removed by the Directors. Anything required or authorised to
be done by or to the Secretary may, if the office is vacant or there is for any
other reason no secretary capable of acting, be done by or to any assistant or
deputy secretary or if there is no assistant or deputy secretary capable of
acting, by or to any officer of the Company authorised generally or specially
in that behalf by the Directors provided that any provisions of these Articles
requiring or authorising a thing to be done by or to a Director and the
Secretary shall not be satisfied by its being done by or to the same person
acting both as Director and as, or in place of, the Secretary. The Company
shall keep or cause to be kept at the Office a register of particulars with
regard to its Secretary in the manner required by the Law.

                                     Seals

92. The Company shall have a common seal and may in accordance with the Law
have an official seal for use outside of the Island and an official seal for
sealing securities issued by the Company or for sealing documents creating or
evidencing securities so issued.

93. The Directors shall provide for the safe custody of all seals and no seal
shall be used except by the authority of a resolution of the Directors or of a
committee of the Directors authorised in that behalf by the Directors.

94. The Directors may from time to time make such regulations as they think fit
determining the persons and the number of such persons who shall sign every
instrument to which a seal is affixed and until otherwise so determined every
such instrument shall be signed by one Director and shall be countersigned by
the Secretary or by a second Director. The Company may, in writing under its
common

                                      26
<PAGE>


seal, authorise an agent appointed for the purpose to affix any official seal
to a document to which the Company is a party.

                                   Dividends

95. Subject to the provisions of the Law for so long as any amount is
outstanding or payable in respect of the Trust Notes the Company shall by
resolution declare dividends only in accordance with Article 96.

96. The holders of the shares in the capital of the Company issued to the
Subscribers to the Memorandum of Association shall be entitled to receive out
of the profits of the Company resolved to be distributed, a fixed cumulative
preferential dividend at the rate of US$4,500 per annum only (regardless of the
number of such shares in issue from time to time) payable amongst such holders
rateably according to the number of such shares held by each of them.

97. All unclaimed dividends may be invested or otherwise made use of by the
Directors for the benefit of the Company until claimed. No dividend shall bear
interest as against the Company.

98. Any dividend which has remained unclaimed for a period of ten years from
the date of declaration thereof shall, if the Directors so resolve, be
forfeited and cease to remain owing by the Company and shall thenceforth belong
to the Company absolutely.

99. Any dividend or other monies payable on or in respect of a share may be
paid by cheque or warrant sent through the post to the registered address of
the Member or person entitled thereto, and in the case of joint holders to any
one of such joint holders, or to such person and to such address as the holder
or joint holders may in writing direct. Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent or to such other
person as the holder or joint holders may in writing direct, and payment of the
cheque or warrant shall be a good discharge to the Company. Every such cheque
or warrant shall be sent at the risk of the person entitled to the money
represented thereby.

100. A general meeting declaring a dividend may, upon the recommendation of the
Directors, direct payment of such dividend wholly or in part by the
distribution of specific assets, and in particular of paid up shares or
debentures of any other company, and the Directors shall give effect to such
resolution; and where any difficulty arises in regard to the distribution they
may settle the same as they think expedient, and in particular may issue
certificates representing part of a shareholding or fractions of shares, and
may fix the value for distribution of such specific assets or any part thereof,
and may determine that cash payment shall be made to any Members upon the
footing of the value so fixed, in order to adjust the rights of Members, and
may vest any specific assets in trustees upon trust for the

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persons entitled to the dividend as may seem expedient to the Directors, and
generally may make such arrangements for the allotment, acceptance and sale of
such specific assets or certificates representing part of a shareholding or
fractions of shares, or any part thereof, and otherwise as they think fit.

101. Any resolution declaring a dividend on the shares of any class, whether a
resolution of the Company in general meeting or a resolution of the Directors,
or any resolution of the Directors for the payment of a fixed dividend on a
date prescribed for the payment thereof, may specify that the same shall be
payable to the persons registered as the holders of shares of the class
concerned at the close of business on a particular date, notwithstanding that
it may be a date prior to that on which the resolution is passed (or, as the
case may be, that prescribed for payment of a fixed dividend), and thereupon
the dividend shall be payable to them in accordance with their respective
holdings so registered, but without prejudice to the rights inter se in respect
of such dividend of transferors and transferees of any shares of the relevant
class.

                               Accounts and Audit

102. The Company shall keep accounting records and the Directors shall prepare
accounts of the Company, made up to such date in each year as the Directors
shall from time to time determine, in accordance with and subject to the
provisions of the Law.

103. No Member shall have any right to inspect any accounting records or other
book or document of the Company except as conferred by the Law or authorised by
the Directors or by resolution of the Company.

104. The Directors, or the Company by resolution in general meeting, shall from
time to time appoint auditors for any period or periods to examine the accounts
of the Company and to report thereon in accordance with the Law and the
auditors shall, unless and until otherwise resolved by the Company in general
meeting, be KPMG.

                                    Notices

105. Any notice to be given to or by any person pursuant to these Articles
shall be in writing, save as provided in Article 79 hereof. In the case of
joint holders of a share, all notices shall be given to that one of the joint
holders whose name stands first in the Register in respect of the joint holding
and notice so given shall be sufficient notice to all the joint holders.

106. Any notice may be posted to or left at the registered address of any
person, and any notice so posted shall be deemed to be served one clear day
after the day it was posted.

107. Any Member present in person at any meeting of the Company shall, for all

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purposes, be deemed to have received due notice of such meeting and, where
requisite, of the purposes for which such meeting was convened.

108. Any notice or document served on a Member shall, notwithstanding that such
Member be then dead or bankrupt and whether or not the Company has notice of
his death or bankruptcy, be deemed to have been duly served on such Member as
sole or joint holder, unless his name shall at the time of the service of the
notice or document have been removed from the Register, and such service shall
for all purposes be deemed a sufficient service of such notice or document on
all persons interested (whether jointly with or as claiming through or under
him) in the shares of such Member.

109. Notwithstanding any of the provisions of these Articles, any notice to be
given by the Company to a Director or to a Member may be given in any manner
agreed in advance by any such Director or Member.

                                   Winding Up

110. If the Company is wound up, the holders of the shares entitled to the
fixed cumulative preferential dividend pursuant to Article 96 of these Articles
shall be entitled to receive out of the surplus assets of the Company the
arrears (if any) of the preferential dividend aforesaid down to the date of
commencement of the winding-up, whether earned or declared or not in priority
to any other payment out of the surplus assets, and thereafter to participate
rateably with the holders of all other classes of shares in the residue (if
any) of such surplus assets as shall remain after paying off the capital paid
up on the shares (including those entitled to the fixed cumulative preferential
dividend) in the Company.

111. Subject to any particular rights or limitations for the time being
attached to any shares, as may be specified in these Articles or upon which
such shares may be issued, if the Company is wound up, the assets available for
distribution among the Members shall be applied first in repaying to the
Members the amount paid up on their shares respectively, and if such assets
shall be more than sufficient to repay to the Members the whole amount paid up
on their shares, the balance shall be distributed among the Members in
proportion to the amount which at the time of the commencement of the winding
up had been actually paid up on their said shares respectively.

112. If the Company is wound up, the Company may, with the sanction of a
Special Resolution and any other sanction required by the Law, divide the whole
or any part of the assets of the Company among the Members in specie and the
liquidator or, where there is no liquidator, the Directors, may, for that
purpose, value any assets and determine how the division shall be carried out
as between the Members or different classes of Members, and with the like
sanction, vest the whole or any part of the assets in trustees upon such trusts
for the benefit of the Members as he with the like sanction determines, but no
Member shall be compelled to accept

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<PAGE>


any assets upon which there is a liability.

                                   Indemnity

113. (1) A Director of the Company shall not be liable to the Company or its
     shareholders for monetary damages for breach of fiduciary duty as a
     Director to the fullest extent permitted by Jersey law.

     (2)  (a) Each person (and the heirs, executors or administrators of such
          person) who was or is a party or is threatened to be made a party to,
          or is involved in any threatened, pending or completed action, suit
          or proceeding, whether civil, criminal, administrative or
          investigative, by reason of the fact that such person is or was a
          director or officer of the Company or is or was serving at the
          request of the Company as a director or officer of another
          corporation, partnership, joint venture, trust or other enterprise,
          shall be indemnified and held harmless by the Company to the fullest
          extent permitted by Jersey law. The right to indemnification
          conferred in this Article shall also include the right to be paid by
          the Company the expenses incurred in connection with any such
          proceeding in advance of its final disposition to the fullest extent
          authorised by Jersey law. The right to indemnification conferred in
          this Article shall be a contract right.

          (b) The Company may, by action of its Board of Directors, provide
          indemnification to such of the officers, employees and agents of the
          Company to such extent and to such effect as the Board of Directors
          shall determine to be appropriate and authorised by Jersey law.

     (3) The Directors shall have power to purchase and maintain in the name of
     and at the expense of the Company insurance for the benefit of any person
     who is or was a Director, officer, employee or agent of the Company, or is
     or was serving at the request of the Company as a director, officer,
     trustee, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise against any expense, liability or loss
     incurred by such person in any such capacity or arising out of his status
     as such, whether or not the Company would have the power to indemnify him
     against such liability under Jersey law.

     (4) The rights and authority conferred in this Article shall not be
     exclusive of any other right which any person may otherwise have or
     hereafter acquire.

     (5) Neither the amendment nor repeal of this Article nor the adoption of
     any provision of the Memorandum of Association or these Articles nor, to
     the fullest extent permitted by Jersey law, any modification of law, shall
     eliminate or reduce the effect of this Article in respect of any acts or
     omissions occurring prior to such amendment, repeal, adoption or
     modification.

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                       Non-Application of Standard Table

114. The regulations constituting the Standard Table in the Companies (Standard
Table) (Jersey) Order 1992 shall not apply to the Company.

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                            ARTICLES OF ASSOCIATION

                                     INDEX

ARTICLE                                                               PAGE NO.
Accounts and Audit..........................................................27
Alternate Directors.........................................................15
Appointment of Directors....................................................17
Corporate Members ..........................................................13
Directors ..................................................................13
Dividends ..................................................................26
Executive Directors.........................................................16
General Meetings ............................................................8
Indemnity ..................................................................29
Interpretation ..............................................................1
Joint Holders of Shares......................................................6
Minute Book ................................................................25
Non-Application of Standard Table...........................................30
Notice of General Meetings...................................................8
Notices ....................................................................27
Powers of Directors.........................................................19
Preliminary .................................................................5
Proceedings at General Meetings..............................................9
Proceedings of Directors....................................................21
Register of Members..........................................................6
Resignation, Disqualification and Removal of Directors......................18
Seals ......................................................................25
Secretary ..................................................................25
Share Capital and Shares.....................................................5
Share Certificates...........................................................5
Transactions with Directors.................................................21
Transfer and Transmission of Shares..........................................6
Winding Up .................................................................28

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