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                                                                    Exhibit 25.4


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                      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)  X
                  ---

                            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)


                             NUEVO ENERGY COMPANY

              (Exact name of obligor as specified in its charter)

      Delaware                                            76-0304436
(State of incorporation)           (I.R.S. employer identification no.)

       1331 Lamar
       Suite 1650
      Houston, Texas                                        77010
(Address of principal executive offices)                 (Zip Code)



               Guarantee by Nuevo Energy Company with respect to
                Trust Preferred Securities of Nuevo Financing I

                      (Title of the indenture securities)
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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 21st day
of November, 1996.

                                         WILMINGTON TRUST COMPANY
[SEAL]
 
Attest:/s/ W. Chris Sponenberg           By: /s/ Norma P. Closs
       -----------------------------        ---------------------------
       Assistant Secretary               Name:  Norma P. Closs
                                         Title:  Vice President

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                                   EXHIBIT A

                                AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987
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                                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 to appoint such officers
           and agents as the business of the
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           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>
 
           (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

                                       3
<PAGE>
 
           owners thereof, including the right to vote thereon; to invest and
           deal in and with any of the moneys of the Corporation upon such
           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.


                                       4
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           (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 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

                                       5
<PAGE>
 
           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 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

                                       6
<PAGE>
 
           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 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.

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      (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.

      (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

                                       8
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      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
      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, agent 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.


                                       9
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      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.

      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) 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


                                      10
<PAGE>
 
           (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 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 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 of 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

                                      11
<PAGE>
 
      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 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.


                                      12
<PAGE>
 
      (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 in
      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 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 $1,00,000 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>
 
                                   EXHIBIT B

                                    BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON DECEMBER 21, 1995
<PAGE>
 
                      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 shares 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.

      Section 5.  Regular meetings of the Board of Directors shall be held on
the third Thursday of each month at the principal office of the Company, or at
such other place and
<PAGE>
 
time as may be designated by the Board of Directors, the Chairman of the Board,
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 division of the Company as it may deem
advisable.


                                  ARTICLE III
                                  COMMITTEES

      Section I.  Executive Committee

          (A)  The Executive Committee shall be composed of not more than nine

                                       2
<PAGE>
 
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 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.

                                       3
<PAGE>
 
      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 least once a month.  A majority of its
members shall be necessary to constitute a quorum for the transaction of
business.  Special meetings of the Trust Committee may be held at any time when
a quorum is present.

              (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.

          (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

                                       4
<PAGE>
 
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 absence or
disqualified member.


                                   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 of Directors shall preside at
all

                                       5
<PAGE>
 
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 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.

                                       6
<PAGE>
 
      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.  Certificate of stock shall bear the signature of the President
or any Vice 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


                                       7
<PAGE>
 
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 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 although
expressly authorized by the Board of Directors and/or the Executive Committee.


                                       8
<PAGE>
 
                                  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 incurred by a Director 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


                                       9
<PAGE>
 
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>
 
                                                                       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: November 21, 1996            By: /s/ Norma P. Closs
                                        -------------------------------------
                                        Name: Norma P. Closs
                                        Title: Vice President
<PAGE>
 
                                   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.

 
 
REPORT OF CONDITION

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 September 30, 1996.


<TABLE> 
<CAPTION> 
ASSETS
                                                                         Thousands of 
                                                                           dollars
<S>                                                                       <C>
Cash and balances due from depository institutions:
      Noninterest-bearing balances and currency and coins...............    198,288
      Interest-bearing balances.........................................          0
Held-to-maturity securities.............................................    489,428
Available-for-sale securities...........................................    783,718
Federal funds sold......................................................     19,000
Securities purchased under agreements to resell.........................     48,500
Loans and lease financing receivables:
      Loans and leases, net of unearned income ............ 3,620,289
      LESS:  Allowance for loan and lease losses...........    49,721
      LESS:  Allocated transfer risk reserve...............         0
      Loans and leases, net of unearned income, allowance, and reserve..  3,570,568
Assets held in trading accounts.........................................          0
Premises and fixed assets (including capitalized leases)................     83,675
Other real estate owned.................................................      4,607
Investments in unconsolidated subsidiaries and associated companies.....         85
Customers' liability to this bank on acceptances outstanding............          0
Intangible assets.......................................................      4,131
Other assets............................................................    101,592
Total assets............................................................  5,303,592
 
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<PAGE>
 
<TABLE>
<CAPTION>
LIABILITIES
<S>                                                                       <C>
Deposits:
In domestic offices.....................................................  3,457,641
      Noninterest-bearing...................    740,731
      Interest-bearing......................  2,716,910
Federal funds purchased.................................................    135,889
Securities sold under agreements to repurchase..........................    213,617
Demand notes issued to the U.S. Treasury................................     94,999
Trading liabilities.....................................................          0
Other borrowed money:...................................................    ///////
      With original maturity of one year or less........................    844,000
      With original maturity of more than one year......................     28,000
Mortgage indebtedness and obligations under capitalized leases..........          0
Bank's liability on acceptances executed and outstanding................          0
Subordinated notes and debentures.......................................          0
Other liabilities.......................................................    103,818
Total liabilities.......................................................  4,877,964
Limited-life preferred stock and related surplus........................          0
 
 
 
EQUITY CAPITAL
 
Perpetual preferred stock and related surplus...........................          0
Common Stock............................................................        500
Surplus.................................................................     62,119
Undivided profits and capital reserves..................................    363,705
Net unrealized holding gains (losses) on available-for-sale securities..       (696)
Total equity capital....................................................    425,628
Total liabilities, limited-life preferred stock, and equity capital.....  5,303,592
</TABLE>

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