<PAGE>   1
                                                                    EXHIBIT 25.3

                               Registration No.:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

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

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

                            WILMINGTON TRUST COMPANY
              (Exact name of trustee as specified in its charter)

        Delaware                                        51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)

                              Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                              Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
           (Name, address and telephone number of agent for service)

                            ENTERBANK HOLDINGS, INC.

              (Exact name of obligor as specified in its charter)


           Delaware                                      43-1706259
(State of incorporation)                    (I.R.S. employer identification no.)

         150 North Meramec
         St. Louis, Missouri                               63105
(Address of principal executive offices)                 (Zip Code)

           Guarantees of Preferred Securities of EBH Capital Trust I
                      (Title of the indenture securities)


                                      -1-
<PAGE>   2




ITEM 1. GENERAL INFORMATION.

                  Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority
                  to which it is subject.


                  Federal Deposit Insurance Co.        State Bank Commissioner
                  Five Penn Center                     Dover, Delaware
                  Suite #2901
                  Philadelphia, PA

         (b)      Whether it is authorized to exercise corporate trust powers.


                  The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

                  If the obligor is an affiliate of the trustee, describe each
         affiliation:

                  Based upon an examination of the books and records of the
         trustee and upon information furnished by the obligor, the obligor is
         not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

                  List below all exhibits filed as part of this Statement of
         Eligibility and Qualification.

         A.       Copy of the Charter of Wilmington Trust Company, which
                  includes the certificate of authority of Wilmington Trust
                  Company to commence business and the authorization of
                  Wilmington Trust Company to exercise corporate trust powers.
         B.       Copy of By-Laws of Wilmington Trust Company.
         C.       Consent of Wilmington Trust Company required by Section
                  321(b) of Trust Indenture Act.
         D.       Copy of most recent Report of Condition of Wilmington Trust
                  Company.

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 24th day
of September, 1999.


                                        WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ PATRICIA EVANS              By: /s/  DONALD G. MACKELCAN
       ------------------------            -----------------------------
       Assistant Secretary                 Name: Donald G. MacKelcan
                                           Title:  Vice President


                                      -2-

<PAGE>   3


                                   EXHIBIT A

                                AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987




<PAGE>   4




                                AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

         Wilmington Trust Company, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the
name of which company was changed to "Wilmington Trust Company" by an amendment
filed in the Office of the Secretary of State on March 18, A.D. 1903, and the
Charter or Act of Incorporation of which company has been from time to time
amended and changed by merger agreements pursuant to the corporation law for
state banks and trust companies of the State of Delaware, does hereby alter and
amend its Charter or Act of Incorporation so that the same as so altered and
amended shall in its entirety read as follows:

         First: - The name of this corporation is Wilmington Trust Company.

         Second: - The location of its principal office in the State of
         Delaware is at Rodney Square North, in the City of Wilmington, County
         of New Castle; the name of its resident agent is Wilmington Trust
         Company whose address is Rodney Square North, in said City. In
         addition to such principal office, the said corporation maintains and
         operates branch offices in the City of Newark, New Castle County,
         Delaware, the Town of Newport, New Castle County, Delaware, at
         Claymont, New Castle County, Delaware, at Greenville, New Castle
         County Delaware, and at Milford Cross Roads, New Castle County,
         Delaware, and shall be empowered to open, maintain and operate branch
         offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
         Street, and 3605 Market Street, all in the City of Wilmington, New
         Castle County, Delaware, and such other branch offices or places of
         business as may be authorized from time to time by the agency or
         agencies of the government of the State of Delaware empowered to
         confer such authority.

         Third: - (a) The nature of the business and the objects and purposes
         proposed to be transacted, promoted or carried on by this Corporation
         are to do any or all of the things herein mentioned as fully and to
         the same extent as natural persons might or could do and in any part
         of the world, viz.:

                  (1) To sue and be sued, complain and defend in any Court of
                  law or equity and to make and use a common seal, and alter
                  the seal at pleasure, to hold, purchase, convey, mortgage or
                  otherwise deal in real and personal estate and property, and



<PAGE>   5


                  to appoint such officers and agents as the business of the
                  Corporation shall require, to make by-laws not inconsistent
                  with the Constitution or laws of the United States or of this
                  State, to discount bills, notes or other evidences of debt,
                  to receive deposits of money, or securities for money, to buy
                  gold and silver bullion and foreign coins, to buy and sell
                  bills of exchange, and generally to use, exercise and enjoy
                  all the powers, rights, privileges and franchises incident to
                  a corporation which are proper or necessary for the
                  transaction of the business of the Corporation hereby
                  created.

                  (2) To insure titles to real and personal property, or any
                  estate or interests therein, and to guarantee the holder of
                  such property, real or personal, against any claim or claims,
                  adverse to his interest therein, and to prepare and give
                  certificates of title for any lands or premises in the State
                  of Delaware, or elsewhere.

                  (3) To act as factor, agent, broker or attorney in the
                  receipt, collection, custody, investment and management of
                  funds, and the purchase, sale, management and disposal of
                  property of all descriptions, and to prepare and execute all
                  papers which may be necessary or proper in such business.

                  (4) To prepare and draw agreements, contracts, deeds, leases,
                  conveyances, mortgages, bonds and legal papers of every
                  description, and to carry on the business of conveyancing in
                  all its branches.

                  (5) To receive upon deposit for safekeeping money, jewelry,
                  plate, deeds, bonds and any and all other personal property
                  of every sort and kind, from executors, administrators,
                  guardians, public officers, courts, receivers, assignees,
                  trustees, and from all fiduciaries, and from all other
                  persons and individuals, and from all corporations whether
                  state, municipal, corporate or private, and to rent boxes,
                  safes, vaults and other receptacles for such property.

                  (6) To act as agent or otherwise for the purpose of
                  registering, issuing, certificating, countersigning,
                  transferring or underwriting the stock, bonds or other
                  obligations of any corporation, association, state or
                  municipality, and may receive and manage any sinking fund
                  therefor on such terms as may be agreed upon between the two
                  parties, and in like manner may act as Treasurer of any
                  corporation or municipality.

                  (7) To act as Trustee under any deed of trust, mortgage, bond
                  or other instrument issued by any state, municipality, body
                  politic, corporation, association or person, either alone or
                  in conjunction with any other person or persons, corporation
                  or corporations.


                                      -2-

<PAGE>   6




                  (8) To guarantee the validity, performance or effect of any
                  contract or agreement, and the fidelity of persons holding
                  places of responsibility or trust; to become surety for any
                  person, or persons, for the faithful performance of any
                  trust, office, duty, contract or agreement, either by itself
                  or in conjunction with any other person, or persons,
                  corporation, or corporations, or in like manner become surety
                  upon any bond, recognizance, obligation, judgment, suit,
                  order, or decree to be entered in any court of record within
                  the State of Delaware or elsewhere, or which may now or
                  hereafter be required by any law, judge, officer or court in
                  the State of Delaware or elsewhere.

                  (9) To act by any and every method of appointment as trustee,
                  trustee in bankruptcy, receiver, assignee, assignee in
                  bankruptcy, executor, administrator, guardian, bailee, or in
                  any other trust capacity in the receiving, holding, managing,
                  and disposing of any and all estates and property, real,
                  personal or mixed, and to be appointed as such trustee,
                  trustee in bankruptcy, receiver, assignee, assignee in
                  bankruptcy, executor, administrator, guardian or bailee by
                  any persons, corporations, court, officer, or authority, in
                  the State of Delaware or elsewhere; and whenever this
                  Corporation is so appointed by any person, corporation,
                  court, officer or authority such trustee, trustee in
                  bankruptcy, receiver, assignee, assignee in bankruptcy,
                  executor, administrator, guardian, bailee, or in any other
                  trust capacity, it shall not be required to give bond with
                  surety, but its capital stock shall be taken and held as
                  security for the performance of the duties devolving upon it
                  by such appointment.

                  (10) And for its care, management and trouble, and the
                  exercise of any of its powers hereby given, or for the
                  performance of any of the duties which it may undertake or be
                  called upon to perform, or for the assumption of any
                  responsibility the said Corporation may be entitled to
                  receive a proper compensation.

                  (11) To purchase, receive, hold and own bonds, mortgages,
                  debentures, shares of capital stock, and other securities,
                  obligations, contracts and evidences of indebtedness, of any
                  private, public or municipal corporation within and without
                  the State of Delaware, or of the Government of the United
                  States, or of any state, territory, colony, or possession
                  thereof, or of any foreign government or country; to receive,
                  collect, receipt for, and dispose of interest, dividends and
                  income upon and from any of the bonds, mortgages, debentures,
                  notes, shares of capital stock, securities, obligations,
                  contracts, evidences of indebtedness and other property held
                  and owned by it, and to exercise in respect of all such
                  bonds, mortgages, debentures, notes, shares of capital stock,
                  securities, obligations, contracts, evidences of indebtedness
                  and other property, any and all the rights, powers and
                  privileges of individual owners thereof, including the right
                  to vote thereon; to invest and deal in and with any of the
                  moneys of the Corporation upon such


                                      -3-

<PAGE>   7


                  securities and in such manner as it may think fit and proper,
                  and from time to time to vary or realize such investments; to
                  issue bonds and secure the same by pledges or deeds of trust
                  or mortgages of or upon the whole or any part of the property
                  held or owned by the Corporation, and to sell and pledge such
                  bonds, as and when the Board of Directors shall determine,
                  and in the promotion of its said corporate business of
                  investment and to the extent authorized by law, to lease,
                  purchase, hold, sell, assign, transfer, pledge, mortgage and
                  convey real and personal property of any name and nature and
                  any estate or interest therein.

         (b) In furtherance of, and not in limitation, of the powers conferred
         by the laws of the State of Delaware, it is hereby expressly provided
         that the said Corporation shall also have the following powers:

                  (1) To do any or all of the things herein set forth, to the
                  same extent as natural persons might or could do, and in any
                  part of the world.

                  (2) To acquire the good will, rights, property and franchises
                  and to undertake the whole or any part of the assets and
                  liabilities of any person, firm, association or corporation,
                  and to pay for the same in cash, stock of this Corporation,
                  bonds or otherwise; to hold or in any manner to dispose of
                  the whole or any part of the property so purchased; to
                  conduct in any lawful manner the whole or any part of any
                  business so acquired, and to exercise all the powers
                  necessary or convenient in and about the conduct and
                  management of such business.

                  (3) To take, hold, own, deal in, mortgage or otherwise lien,
                  and to lease, sell, exchange, transfer, or in any manner
                  whatever dispose of property, real, personal or mixed,
                  wherever situated.

                  (4) To enter into, make, perform and carry out contracts of
                  every kind with any person, firm, association or corporation,
                  and, without limit as to amount, to draw, make, accept,
                  endorse, discount, execute and issue promissory notes,
                  drafts, bills of exchange, warrants, bonds, debentures, and
                  other negotiable or transferable instruments.

                  (5) To have one or more offices, to carry on all or any of
                  its operations and businesses, without restriction to the
                  same extent as natural persons might or could do, to purchase
                  or otherwise acquire, to hold, own, to mortgage, sell, convey
                  or otherwise dispose of, real and personal property, of every
                  class and description, in any State, District, Territory or
                  Colony of the United States, and in any foreign country or
                  place.

                  (6) It is the intention that the objects, purposes and powers
                  specified and clauses contained in this paragraph shall
                  (except where otherwise expressed in said


                                      -4-

<PAGE>   8


                  paragraph) be nowise limited or restricted by reference to or
                  inference from the terms of any other clause of this or any
                  other paragraph in this charter, but that the objects,
                  purposes and powers specified in each of the clauses of this
                  paragraph shall be regarded as independent objects, purposes
                  and powers.

         Fourth: - (a) The total number of shares of all classes of stock which
         the Corporation shall have authority to issue is forty-one million
         (41,000,000) shares, consisting of:

                  (1) One million (1,000,000) shares of Preferred stock, par
                  value $10.00 per share (hereinafter referred to as "Preferred
                  Stock"); and

                  (2) Forty million (40,000,000) shares of Common Stock, par
                  value $1.00 per share (hereinafter referred to as "Common
                  Stock").

         (b) Shares of Preferred Stock may be issued from time to time in one
         or more series as may from time to time be determined by the Board of
         Directors each of said series to be distinctly designated. All shares
         of any one series of Preferred Stock shall be alike in every
         particular, except that there may be different dates from which
         dividends, if any, thereon shall be cumulative, if made cumulative.
         The voting powers and the preferences and relative, participating,
         optional and other special rights of each such series, and the
         qualifications, limitations or restrictions thereof, if any, may
         differ from those of any and all other series at any time outstanding;
         and, subject to the provisions of subparagraph 1 of Paragraph (c) of
         this Article Fourth, the Board of Directors of the Corporation is
         hereby expressly granted authority to fix by resolution or resolutions
         adopted prior to the issuance of any shares of a particular series of
         Preferred Stock, the voting powers and the designations, preferences
         and relative, optional and other special rights, and the
         qualifications, limitations and restrictions of such series,
         including, but without limiting the generality of the foregoing, the
         following:

                  (1) The distinctive designation of, and the number of shares
                  of Preferred Stock which shall constitute such series, which
                  number may be increased (except where otherwise provided by
                  the Board of Directors) or decreased (but not below the
                  number of shares thereof then outstanding) from time to time
                  by like action of the Board of Directors;

                  (2) The rate and times at which, and the terms and conditions
                  on which, dividends, if any, on Preferred Stock of such
                  series shall be paid, the extent of the preference or
                  relation, if any, of such dividends to the dividends payable
                  on any other class or classes, or series of the same or other
                  class of stock and whether such dividends shall be cumulative
                  or non-cumulative;

                  (3) The right, if any, of the holders of Preferred Stock of
                  such series to convert the same into or exchange the same
                  for, shares of any other class or classes or of


                                      -5-

<PAGE>   9


                  any series of the same or any other class or classes of stock
                  of the Corporation and the terms and conditions of such
                  conversion or exchange;

                  (4) Whether or not Preferred Stock of such series shall be
                  subject to redemption, and the redemption price or prices and
                  the time or times at which, and the terms and conditions on
                  which, Preferred Stock of such series may be redeemed.

                  (5) The rights, if any, of the holders of Preferred Stock of
                  such series upon the voluntary or involuntary liquidation,
                  merger, consolidation, distribution or sale of assets,
                  dissolution or winding-up, of the Corporation.

                  (6) The terms of the sinking fund or redemption or purchase
                  account, if any, to be provided for the Preferred Stock of
                  such series; and

                  (7) The voting powers, if any, of the holders of such series
                  of Preferred Stock which may, without limiting the generality
                  of the foregoing include the right, voting as a series or by
                  itself or together with other series of Preferred Stock or
                  all series of Preferred Stock as a class, to elect one or
                  more directors of the Corporation if there shall have been a
                  default in the payment of dividends on any one or more series
                  of Preferred Stock or under such circumstances and on such
                  conditions as the Board of Directors may determine.

         (c) (1) After the requirements with respect to preferential dividends
         on the Preferred Stock (fixed in accordance with the provisions of
         section (b) of this Article Fourth), if any, shall have been met and
         after the Corporation shall have complied with all the requirements,
         if any, with respect to the setting aside of sums as sinking funds or
         redemption or purchase accounts (fixed in accordance with the
         provisions of section (b) of this Article Fourth), and subject further
         to any conditions which may be fixed in accordance with the provisions
         of section (b) of this Article Fourth, then and not otherwise the
         holders of Common Stock shall be entitled to receive such dividends as
         may be declared from time to time by the Board of Directors.

                  (2) After distribution in full of the preferential amount, if
                  any, (fixed in accordance with the provisions of section (b)
                  of this Article Fourth), to be distributed to the holders of
                  Preferred Stock in the event of voluntary or involuntary
                  liquidation, distribution or sale of assets, dissolution or
                  winding-up, of the Corporation, the holders of the Common
                  Stock shall be entitled to receive all of the remaining
                  assets of the Corporation, tangible and intangible, of
                  whatever kind available for distribution to stockholders
                  ratably in proportion to the number of shares of Common Stock
                  held by them respectively.

                  (3) Except as may otherwise be required by law or by the
                  provisions of such resolution or resolutions as may be
                  adopted by the Board of Directors pursuant


                                      -6-

<PAGE>   10


                  to section (b) of this Article Fourth, each holder of Common
                  Stock shall have one vote in respect of each share of Common
                  Stock held on all matters voted upon by the stockholders.

         (d) No holder of any of the shares of any class or series of stock or
         of options, warrants or other rights to purchase shares of any class
         or series of stock or of other securities of the Corporation shall
         have any preemptive right to purchase or subscribe for any unissued
         stock of any class or series or any additional shares of any class or
         series to be issued by reason of any increase of the authorized
         capital stock of the Corporation of any class or series, or bonds,
         certificates of indebtedness, debentures or other securities
         convertible into or exchangeable for stock of the Corporation of any
         class or series, or carrying any right to purchase stock of any class
         or series, but any such unissued stock, additional authorized issue of
         shares of any class or series of stock or securities convertible into
         or exchangeable for stock, or carrying any right to purchase stock,
         may be issued and disposed of pursuant to resolution of the Board of
         Directors to such persons, firms, corporations or associations,
         whether such holders or others, and upon such terms as may be deemed
         advisable by the Board of Directors in the exercise of its sole
         discretion.

         (e) The relative powers, preferences and rights of each series of
         Preferred Stock in relation to the relative powers, preferences and
         rights of each other series of Preferred Stock shall, in each case, be
         as fixed from time to time by the Board of Directors in the resolution
         or resolutions adopted pursuant to authority granted in section (b) of
         this Article Fourth and the consent, by class or series vote or
         otherwise, of the holders of such of the series of Preferred Stock as
         are from time to time outstanding shall not be required for the
         issuance by the Board of Directors of any other series of Preferred
         Stock whether or not the powers, preferences and rights of such other
         series shall be fixed by the Board of Directors as senior to, or on a
         parity with, the powers, preferences and rights of such outstanding
         series, or any of them; provided, however, that the Board of Directors
         may provide in the resolution or resolutions as to any series of
         Preferred Stock adopted pursuant to section (b) of this Article Fourth
         that the consent of the holders of a majority (or such greater
         proportion as shall be therein fixed) of the outstanding shares of
         such series voting thereon shall be required for the issuance of any
         or all other series of Preferred Stock.

         (f) Subject to the provisions of section (e), shares of any series of
         Preferred Stock may be issued from time to time as the Board of
         Directors of the Corporation shall determine and on such terms and for
         such consideration as shall be fixed by the Board of Directors.

         (g) Shares of Common Stock may be issued from time to time as the
         Board of Directors of the Corporation shall determine and on such
         terms and for such consideration as shall be fixed by the Board of
         Directors.


                                      -7-

<PAGE>   11


         (h) The authorized amount of shares of Common Stock and of Preferred
         Stock may, without a class or series vote, be increased or decreased
         from time to time by the affirmative vote of the holders of a majority
         of the stock of the Corporation entitled to vote thereon.

         Fifth: - (a) The business and affairs of the Corporation shall be
         conducted and managed by a Board of Directors. The number of directors
         constituting the entire Board shall be not less than five nor more
         than twenty-five as fixed from time to time by vote of a majority of
         the whole Board, provided, however, that the number of directors shall
         not be reduced so as to shorten the term of any director at the time
         in office, and provided further, that the number of directors
         constituting the whole Board shall be twenty-four until otherwise
         fixed by a majority of the whole Board.

         (b) The Board of Directors shall be divided into three classes, as
         nearly equal in number as the then total number of directors
         constituting the whole Board permits, with the term of office of one
         class expiring each year. At the annual meeting of stockholders in
         1982, directors of the first class shall be elected to hold office for
         a term expiring at the next succeeding annual meeting, directors of
         the second class shall be elected to hold office for a term expiring
         at the second succeeding annual meeting and directors of the third
         class shall be elected to hold office for a term expiring at the third
         succeeding annual meeting. Any vacancies in the Board of Directors for
         any reason, and any newly created directorships resulting from any
         increase in the directors, may be filled by the Board of Directors,
         acting by a majority of the directors then in office, although less
         than a quorum, and any directors so chosen shall hold office until the
         next annual election of directors. At such election, the stockholders
         shall elect a successor to such director to hold office until the next
         election of the class for which such director shall have been chosen
         and until his successor shall be elected and qualified. No decrease in
         the number of directors shall shorten the term of any incumbent
         director.

         (c) Notwithstanding any other provisions of this Charter or Act of
         Incorporation or the By-Laws of the Corporation (and notwithstanding
         the fact that some lesser percentage may be specified by law, this
         Charter or Act of Incorporation or the By-Laws of the Corporation),
         any director or the entire Board of Directors of the Corporation may
         be removed at any time without cause, but only by the affirmative vote
         of the holders of two-thirds or more of the outstanding shares of
         capital stock of the Corporation entitled to vote generally in the
         election of directors (considered for this purpose as one class) cast
         at a meeting of the stockholders called for that purpose.

         (d) Nominations for the election of directors may be made by the Board
         of Directors or by any stockholder entitled to vote for the election
         of directors. Such nominations shall be made by notice in writing,
         delivered or mailed by first class United States mail, postage
         prepaid, to the Secretary of the Corporation not less than 14 days nor
         more than 50 days prior to any meeting of the stockholders called for
         the election of


                                      -8-

<PAGE>   12


         directors; provided, however, that if less than 21 days' notice of the
         meeting is given to stockholders, such written notice shall be
         delivered or mailed, as prescribed, to the Secretary of the
         Corporation not later than the close of the seventh day following the
         day on which notice of the meeting was mailed to stockholders. Notice
         of nominations which are proposed by the Board of Directors shall be
         given by the Chairman on behalf of the Board.

         (e) Each notice under subsection (d) shall set forth (i) the name,
         age, business address and, if known, residence address of each nominee
         proposed in such notice, (ii) the principal occupation or employment
         of such nominee and (iii) the number of shares of stock of the
         Corporation which are beneficially owned by each such nominee.

         (f) The Chairman of the meeting may, if the facts warrant, determine
         and declare to the meeting that a nomination was not made in
         accordance with the foregoing procedure, and if he should so
         determine, he shall so declare to the meeting and the defective
         nomination shall be disregarded.

         (g) No action required to be taken or which may be taken at any annual
         or special meeting of stockholders of the Corporation may be taken
         without a meeting, and the power of stockholders to consent in
         writing, without a meeting, to the taking of any action is
         specifically denied.

         Sixth: - The Directors shall choose such officers, agents and servants
         as may be provided in the By-Laws as they may from time to time find
         necessary or proper.

         Seventh: - The Corporation hereby created is hereby given the same
         powers, rights and privileges as may be conferred upon corporations
         organized under the Act entitled "An Act Providing a General
         Corporation Law", approved March 10, 1899, as from time to time
         amended.

         Eighth: - This Act shall be deemed and taken to be a private Act.

         Ninth: - This Corporation is to have perpetual existence.

         Tenth: - The Board of Directors, by resolution passed by a majority of
         the whole Board, may designate any of their number to constitute an
         Executive Committee, which Committee, to the extent provided in said
         resolution, or in the By-Laws of the Company, shall have and may
         exercise all of the powers of the Board of Directors in the management
         of the business and affairs of the Corporation, and shall have power
         to authorize the seal of the Corporation to be affixed to all papers
         which may require it.

         Eleventh: - The private property of the stockholders shall not be
         liable for the payment of corporate debts to any extent whatever.


                                      -9-

<PAGE>   13


         Twelfth: - The Corporation may transact business in any part of the
         world.

         Thirteenth: - The Board of Directors of the Corporation is expressly
         authorized to make, alter or repeal the By-Laws of the Corporation by
         a vote of the majority of the entire Board. The stockholders may make,
         alter or repeal any By-Law whether or not adopted by them, provided
         however, that any such additional By-Laws, alterations or repeal may
         be adopted only by the affirmative vote of the holders of two-thirds
         or more of the outstanding shares of capital stock of the Corporation
         entitled to vote generally in the election of directors (considered
         for this purpose as one class).

         Fourteenth: - Meetings of the Directors may be held outside of the
         State of Delaware at such places as may be from time to time
         designated by the Board, and the Directors may keep the books of the
         Company outside of the State of Delaware at such places as may be from
         time to time designated by them.

         Fifteenth: - (a) (1) In addition to any affirmative vote required by
         law, and except as otherwise expressly provided in sections (b) and
         (c) of this Article Fifteenth:

                  (A) any merger or consolidation of the Corporation or any
                  Subsidiary (as hereinafter defined) with or into (i) any
                  Interested Stockholder (as hereinafter defined) or (ii) any
                  other corporation (whether or not itself an Interested
                  Stockholder), which, after such merger or consolidation,
                  would be an Affiliate (as hereinafter defined) of an
                  Interested Stockholder, or

                  (B) any sale, lease, exchange, mortgage, pledge, transfer or
                  other disposition (in one transaction or a series of related
                  transactions) to or with any Interested Stockholder or any
                  Affiliate of any Interested Stockholder of any assets of the
                  Corporation or any Subsidiary having an aggregate fair market
                  value of $1,000,000 or more, or

                  (C) the issuance or transfer by the Corporation or any
                  Subsidiary (in one transaction or a series of related
                  transactions) of any securities of the Corporation or any
                  Subsidiary to any Interested Stockholder or any Affiliate of
                  any Interested Stockholder in exchange for cash, securities
                  or other property (or a combination thereof) having an
                  aggregate fair market value of $1,000,000 or more, or

                  (D) the adoption of any plan or proposal for the liquidation
                  or dissolution of the Corporation, or

                  (E) any reclassification of securities (including any reverse
                  stock split), or recapitalization of the Corporation, or any
                  merger or consolidation of the Corporation with any of its
                  Subsidiaries or any similar transaction (whether or not with
                  or into or otherwise involving an Interested Stockholder)
                  which has the


                                      -10-

<PAGE>   14


                  effect, directly or indirectly, of increasing the
                  proportionate share of the outstanding shares of any class of
                  equity or convertible securities of the Corporation or any
                  Subsidiary which is directly or indirectly owned by any
                  Interested Stockholder, or any Affiliate of any Interested
                  Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares"). Such affirmative vote shall
be required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.

                           (2) The term "business combination" as used in this
                           Article Fifteenth shall mean any transaction which
                           is referred to in any one or more of clauses (A)
                           through (E) of paragraph 1 of the section (a).

                  (b) The provisions of section (a) of this Article Fifteenth
                  shall not be applicable to any particular business
                  combination and such business combination shall require only
                  such affirmative vote as is required by law and any other
                  provisions of the Charter or Act of Incorporation or By-Laws
                  if such business combination has been approved by a majority
                  of the whole Board.

                  (c) For the purposes of this Article Fifteenth:

         (1) A "person" shall mean any individual, firm, corporation or other
         entity.

         (2) "Interested Stockholder" shall mean, in respect of any business
         combination, any person (other than the Corporation or any Subsidiary)
         who or which as of the record date for the determination of
         stockholders entitled to notice of and to vote on such business
         combination, or immediately prior to the consummation of any such
         transaction:

                  (A) is the beneficial owner, directly or indirectly, of more
                  than 10% of the Voting Shares, or

                  (B) is an Affiliate of the Corporation and at any time within
                  two years prior thereto was the beneficial owner, directly or
                  indirectly, of not less than 10% of the then outstanding
                  voting Shares, or

                  (C) is an assignee of or has otherwise succeeded in any share
                  of capital stock of the Corporation which were at any time
                  within two years prior thereto beneficially owned by any
                  Interested Stockholder, and such assignment or succession
                  shall have occurred in the course of a transaction or series
                  of


                                      -11-

<PAGE>   15




                  transactions not involving a public offering within the
                  meaning of the Securities Act of 1933.

         (3) A person shall be the "beneficial owner" of any Voting Shares:

                  (A) which such person or any of its Affiliates and Associates
                  (as hereafter defined) beneficially own, directly or
                  indirectly, or

                  (B) which such person or any of its Affiliates or Associates
                  has (i) the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time),
                  pursuant to any agreement, arrangement or understanding or
                  upon the exercise of conversion rights, exchange rights,
                  warrants or options, or otherwise, or (ii) the right to vote
                  pursuant to any agreement, arrangement or understanding, or

                  (C) which are beneficially owned, directly or indirectly, by
                  any other person with which such first mentioned person or
                  any of its Affiliates or Associates has any agreement,
                  arrangement or understanding for the purpose of acquiring,
                  holding, voting or disposing of any shares of capital stock
                  of the Corporation.

         (4) The outstanding Voting Shares shall include shares deemed owned
         through application of paragraph (3) above but shall not include any
         other Voting Shares which may be issuable pursuant to any agreement,
         or upon exercise of conversion rights, warrants or options or
         otherwise.

         (5) "Affiliate" and "Associate" shall have the respective meanings
         given those terms in Rule 12b-2 of the General Rules and Regulations
         under the Securities Exchange Act of 1934, as in effect on December
         31, 1981.

         (6) "Subsidiary" shall mean any corporation of which a majority of any
         class of equity security (as defined in Rule 3a11-1 of the General
         Rules and Regulations under the Securities Exchange Act of 1934, as in
         effect on December 31, 1981) is owned, directly or indirectly, by the
         Corporation; provided, however, that for the purposes of the
         definition of Investment Stockholder set forth in paragraph (2) of
         this section (c), the term "Subsidiary" shall mean only a corporation
         of which a majority of each class of equity security is owned,
         directly or indirectly, by the Corporation.

                  (d) majority of the directors shall have the power and duty
                  to determine for the purposes of this Article Fifteenth on
                  the basis of information known to them, (1) the number of
                  Voting Shares beneficially owned by any person (2) whether a
                  person is an Affiliate or Associate of another, (3) whether a
                  person has an agreement, arrangement or understanding with
                  another as to the matters referred to in paragraph (3) of
                  section (c), or (4) whether the assets subject to any


                                      -12-

<PAGE>   16


                  business combination or the consideration received for the
                  issuance or transfer of securities by the Corporation, or any
                  Subsidiary has an aggregate fair market value of $1,000,000
                  or more.

                  (e) Nothing contained in this Article Fifteenth shall be
                  construed to relieve any Interested Stockholder from any
                  fiduciary obligation imposed by law.

         Sixteenth: Notwithstanding any other provision of this Charter or Act
         of Incorporation or the By-Laws of the Corporation (and in addition to
         any other vote that may be required by law, this Charter or Act of
         Incorporation by the By-Laws), the affirmative vote of the holders of
         at least two-thirds of the outstanding shares of the capital stock of
         the Corporation entitled to vote generally in the election of
         directors (considered for this purpose as one class) shall be required
         to amend, alter or repeal any provision of Articles Fifth, Thirteenth,
         Fifteenth or Sixteenth of this Charter or Act of Incorporation.

         Seventeenth: (a) a Director of this Corporation shall not be liable to
         the Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a Director, except to the extent such exemption from
         liability or limitation thereof is not permitted under the Delaware
         General Corporation Laws as the same exists or may hereafter be
         amended.

                  (b) Any repeal or modification of the foregoing paragraph
                  shall not adversely affect any right or protection of a
                  Director of the Corporation existing hereunder with respect
                  to any act or omission occurring prior to the time of such
                  repeal or modification."


                                      -13-

<PAGE>   17




                                   EXHIBIT B

                                    BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON JANUARY 16, 1997




<PAGE>   18


                      BY-LAWS OF WILMINGTON TRUST COMPANY


                                   ARTICLE I
                             Stockholders' Meetings

         Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

         Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

         Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place
of such meeting.

         Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one
vote, either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.


                                   ARTICLE II
                                   Directors

         Section 1. The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank.

         Section 2. No person who has attained the age of seventy-two (72)
years shall be nominated for election to the Board of Directors of the Company,
provided, however, that this limitation shall not apply to any person who was
serving as director of the Company on September 16, 1971.

         Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

         Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.


                                      -1-

<PAGE>   19


         Section 5. The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

         Section 6. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

         Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

         Section 8. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

         Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which
the vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

         Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect
from its own members a Chairman of the Board of Directors and a President who
may be the same person. The Board of Directors shall also elect at such meeting
a Secretary and a Treasurer, who may be the same person, may appoint at any
time such other committees and elect or appoint such other officers as it may
deem advisable. The Board of Directors may also elect at such meeting one or
more Associate Directors.

         Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

         Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or divisions of the Company as it may deem
advisable.


                                      -2-

<PAGE>   20


                                  ARTICLE III
                                   Committees

         Section 1. Executive Committee

                  (A) The Executive Committee shall be composed of not more
than nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

                  (B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and
in behalf of the Company that may be brought before it.

                  (C) The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Executive Committee or at the call of the Chairman of the Board of Directors.
The majority of its members shall be necessary to constitute a quorum for the
transaction of business. Special meetings of the Executive Committee may be
held at any time when a quorum is present.

                  (D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

                  (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the
Board of Directors from time to time make.

                  (F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than three
members of the Trust Committee is constituted immediately prior to such
disaster shall be available for the transaction of its business, such Executive
Committee shall also be empowered to exercise all of the powers reserved to the
Trust Committee under Article III Section 2 hereof. In the event of the
unavailability, at such time, of a minimum of two members of such Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of
the Company in accordance with the foregoing provisions of this Section. This
By-Law shall be subject to implementation by Resolutions of the Board of
Directors presently existing or hereafter passed from time to time for that
purpose, and any provisions of these By-Laws (other than this Section) and any
resolutions which are contrary


                                      -3-

<PAGE>   21


to the provisions of this Section or to the provisions of any such implementary
Resolutions shall be suspended during such a disaster period until it shall be
determined by any interim Executive Committee acting under this section that it
shall be to the advantage of the Company to resume the conduct and management
of its affairs and business under all of the other provisions of these By-Laws.

         Section 2. Trust Committee

                  (A) The Trust Committee shall be composed of not more than
thirteen members who shall be selected by the Board of Directors, a majority of
whom shall be members of the Board of Directors and who shall hold office
during the pleasure of the Board.

                  (B) The Trust Committee shall have general supervision over
the Trust Department and the investment of trust funds, in all matters,
however, being subject to the approval of the Board of Directors.

                  (C) The Trust Committee shall meet at the principal office of
the Company or elsewhere in its discretion at such times to be determined by a
majority of its members or at the call of its chairman. A majority of its
members shall be necessary to constitute a quorum for the transaction of
business.

                  (D) Minutes of each meeting of the Trust Committee shall be
kept and promptly submitted to the Board of Directors.

                  (E) The Trust Committee shall have the power to appoint
Committees and/or designate officers or employees of the Company to whom
supervision over the investment of trust funds may be delegated when the Trust
Committee is not in session.

         Section 3. Audit Committee

                  (A) The Audit Committee shall be composed of five members who
shall be selected by the Board of Directors from its own members, none of whom
shall be an officer of the Company, and shall hold office at the pleasure of
the Board.

                  (B) The Audit Committee shall have general supervision over
the Audit Division in all matters however subject to the approval of the Board
of Directors; it shall consider all matters brought to its attention by the
officer in charge of the Audit Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor
employed for that purpose, and make such recommendations to the Board of
Directors with respect thereto or with respect to any other matters pertaining
to auditing the Company as it shall deem desirable.


                                      -4-

<PAGE>   22


                  (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

         Section 4. Compensation Committee

                  (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office
during the pleasure of the Board.

                  (B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                  (C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

         Section 5. Associate Directors

                  (A) Any person who has served as a director may be elected by
the Board of Directors as an associate director, to serve during the pleasure
of the Board.

                  (B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with
the exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

         Section 6. Absence or Disqualification of Any Member of a Committee

                  (A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.


                                      -5-

<PAGE>   23


                                   ARTICLE IV
                                    Officers

         Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and
shall perform such duties as the Board of Directors may from time to time
confer and direct. He shall also exercise such powers and perform such duties
as may from time to time be agreed upon between himself and the President of
the Company.

         Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such
further authority and powers and shall perform such duties as the Board of
Directors or the Chairman of the Board may from time to time confer and direct.

         Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors. In the absence of the Chairman of
the Board the President shall have the powers and duties of the Chairman of the
Board.

         Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

         Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

         Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

         Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the


                                      -6-

<PAGE>   24




Company and for the keeping of proper records of the evidence of property or
indebtedness and of all the transactions of the Company. He shall have general
supervision of the expenditures of the Company and shall report to the Board of
Directors at each regular meeting of the condition of the Company, and perform
such other duties as may be assigned to him from time to time by the Board of
Directors of the Executive Committee.

         Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

         There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

         Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

         There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

         Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from
time to time by the Board of Directors, who shall ex officio hold the office
Assistant Secretary of this Company and who may perform such duties as may be
prescribed by the officer in charge of the department or division to whom they
are assigned.

         Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.


                                   ARTICLE V
                          Stock and Stock Certificates

         Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

         Section 2. Certificates of stock shall bear the signature of the
President or any Vice


                                      -7-

<PAGE>   25




President, however denominated by the Board of Directors and countersigned by
the Secretary or Treasurer or an Assistant Secretary, and the seal of the
corporation shall be engraved thereon. Each certificate shall recite that the
stock represented thereby is transferrable only upon the books of the Company
by the holder thereof or his attorney, upon surrender of the certificate
properly endorsed. Any certificate of stock surrendered to the Company shall be
cancelled at the time of transfer, and before a new certificate or certificates
shall be issued in lieu thereof. Duplicate certificates of stock shall be
issued only upon giving such security as may be satisfactory to the Board of
Directors or the Executive Committee.

         Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent.


                                   ARTICLE VI
                                      Seal

         Section 1. The corporate seal of the Company shall be in the following
form:

                  Between two concentric circles the words "Wilmington Trust
                  Company" within the inner circle the words "Wilmington,
                  Delaware."


                                  ARTICLE VII
                                  Fiscal Year

         Section 1. The fiscal year of the Company shall be the calendar year.


                                  ARTICLE VIII
                    Execution of Instruments of the Company

         Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver
and the Secretary or any Assistant Secretary shall have


                                      -8-

<PAGE>   26


full power and authority to attest and affix the corporate seal of the Company
to any and all deeds, conveyances, assignments, releases, contracts,
agreements, bonds, notes, mortgages and all other instruments incident to the
business of this Company or in acting as executor, administrator, guardian,
trustee, agent or in any other fiduciary or representative capacity by any and
every method of appointment or by whatever person, corporation, court officer
or authority in the State of Delaware, or elsewhere, without any specific
authority, ratification, approval or confirmation by the Board of Directors or
the Executive Committee, and any and all such instruments shall have the same
force and validity as though expressly authorized by the Board of Directors
and/or the Executive Committee.


                                   ARTICLE IX
              Compensation of Directors and Members of Committees

         Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors
who serve as members of committees, other than salaried employees of the
Company, shall be paid such reasonable honoraria or fees for services as
members of committees as the Board of Directors shall from time to time
determine and directors and associate directors may be employed by the Company
for such special services as the Board of Directors may from time to time
determine and shall be paid for such special services so performed reasonable
compensation as may be determined by the Board of Directors.


                                   ARTICLE X
                                Indemnification

         Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or
was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent of another corporation or of a partnership, joint venture,
trust, enterprise or non-profit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person. The Corporation shall indemnify a person in
connection with a proceeding initiated by such person only if the proceeding
was authorized by the Board of Directors of the Corporation.

                  (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided,
however, that the payment of expenses


                                      -9-

<PAGE>   27


incurred by a Director or officer in his capacity as a Director or officer in
advance of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the Director or officer to repay all amounts
advanced if it should be ultimately determined that the Director or officer is
not entitled to be indemnified under this Article or otherwise.

                  (C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In
any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification of payment of
expenses under applicable law.

                  (D) The rights conferred on any person by this Article X
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

                  (E) Any repeal or modification of the foregoing provisions of
this Article X shall not adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time of
such repeal or modification.


                                   ARTICLE XI
                           Amendments to the By-Laws

         Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of Directors by a vote of the majority of all the members
of the Board of Directors then in office.


                                      -10-

<PAGE>   28


                                   EXHIBIT C




                             SECTION 321(b) CONSENT


         Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.



                                    WILMINGTON TRUST COMPANY


Dated: September 24, 1999           By: /s/ Donald G. MacKelcan
       ------------------              ----------------------------
                                       Name: Donald G. MacKelcan
                                       Title: Vice President



                                      -1-

<PAGE>   29


                                   EXHIBIT D


                                     NOTICE


This form is intended to assist state nonmember banks and savings banks with
state publication requirements. It has not been approved by any state banking
authorities. Refer to your appropriate state banking authorities for your state
publication requirements.



R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY           of     WILMINGTON
        -------------------------------------      --------------
                 Name of Bank                           City

in the State of DELAWARE, at the close of business on June 30, 1999.


<TABLE>
<CAPTION>
ASSETS
                                                                                               Thousands of dollars
<S>                                                                                            <C>
Cash and balances due from depository institutions:
                                 Noninterest-bearing balances and currency and coins........................207,947
                                              Interest-bearing balances.........................................  0
Held-to-maturity securities................................................................................. 37,680
Available-for-sale securities.............................................................................1,598,933
Federal funds sold and securities purchased under agreements to resell......................................180,366
Loans and lease financing receivables:
                           Loans and leases, net of unearned income. . . . . . . 4,237,557
                           LESS:  Allowance for loan and lease losses. . . . . .    70,233
                           LESS:  Allocated transfer risk reserve. . . . . . .           0
                          Loans and leases, net of unearned income, allowance, and reserve................4,167,324
Assets held in trading accounts...................................................................................0
Premises and fixed assets (including capitalized leases)....................................................141,415
Other real estate owned......................................................................................   922
Investments in unconsolidated subsidiaries and associated companies...........................................1,227
Customers' liability to this bank on acceptances outstanding......................................................0
Intangible assets............................................................................................ 5,179
Other assets................................................................................................104,101
Total assets..............................................................................................6,445,094
</TABLE>

                                                         CONTINUED ON NEXT PAGE


                                      -1-

<PAGE>   30



<TABLE>
<CAPTION>
LIABILITIES
<S>                                                                                                      <C>
Deposits:
In domestic offices.......................................................................................4,574,509
                                   Noninterest-bearing . . . . . . . .    992,436
                                   Interest-bearing. . . . . . . . . .  3,582,073
Federal funds purchased and Securities sold under agreements to repurchase................................. 344,719
Demand notes issued to the U.S. Treasury.....................................................................83,802
Trading liabilities (from Schedule RC-D)..........................................................................0
Other borrowed money:.......................................................................................///////
                                     With original maturity of one year or less.............................860,000
                                     With original maturity of more than one year............................43,000
Bank's liability on acceptances executed and outstanding..........................................................0
Subordinated notes and debentures.................................................................................0
Other liabilities (from Schedule RC-G)....................................................................   80,279
Total liabilities.........................................................................................5,986,309


EQUITY CAPITAL

Perpetual preferred stock and related surplus.....................................................................0
Common Stock....................................................................................................500
Surplus (exclude all surplus related to preferred stock).....................................................62,118
Undivided profits and capital reserves......................................................................412,409
Net unrealized holding gains (losses) on available-for-sale securities.....................................(16,242)
Total equity capital........................................................................................458,785
Total liabilities, limited-life preferred stock, and equity capital.......................................6,445,094
</TABLE>



                                      -2-