Registration No. 333- __________

   As filed with the Securities and Exchange Commission on December 6, 2001
    ========================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                               -------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

SOUTHERN UNION COMPANY                   Delaware            75-0571592
SOUTHERN UNION FINANCING II              Delaware            application pending
SOUTHERN UNION FINANCING III             Delaware            application pending

(Exact name of Registrant as         (State or other         (I.R.S. Employer
specified in its Charter)            Jurisdiction of         Identification
                                     Incorporation           Number)
                                     or Organization)

                          504 Lavaca Street, Suite 800
                               Austin, Texas 78701
                                 (512) 477-5852
    (Address,   including zip code, and telephone number, including area code,
                of each registrant's principal executive offices)
                               ------------------

         Dennis K. Morgan, Esq.                         With a copy to:
Executive Vice President- Administration,           Stephen A. Bouchard, Esq.
     General Counsel and Secretary                 Fleischman and Walsh, L.L.P.
        Southern Union Company                     1600 Sixteenth Street, N. W.
     504 Lavaca Street, Suite 800                           Suite 600
         Austin, Texas 78701                         Washington, D. C.  20036
           (512) 477-5852                                 (202) 939-7911

            (Name, address, including zip code, and telephone number, including
         area code, of agent for service for each registrant)
                            ------------------------

          Approximate Date of Commencement of Proposed Sale to Public:
         From time to time after the effective date of the Registration
        Statement, as determined by market conditions and other factors.
                            ------------------------

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. |X|


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         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement number of the earlier effective registration
statement for the same offering. |_|

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|

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                         CALCULATION OF REGISTRATION FEE


                                            Proposed     Proposed
                                            Maximum      Maximum
                                            Offering     Aggregate
    Title of Each Class     Amount to be     Price       Offering     Amount of
    of Securities to be      Registered     Per Unit       Price    Registration
        Registered               (1)       (1)(2)(3)    (1)(2)(3)      Fee (2)
--------------------------------------------------------------------------------
Trust Preferred Securi-
  ties of Southern
  Union Financing II

Trust Preferred Securi-
  ties of Southern
  Union Financing III

Guarantees of Southern
  Union Company with
  respect to Trust
  Preferred Securities
  of Southern Union
  Financing II and
  Southern Union
  Financing III (4)

Subordinated Debt
  Securities of
  Southern Union
  Company

-----------------------     ------------   ---------  ------------  ------------
       Total                $200,000,000      100%    $200,000,000    $47,800

(1)  Such indeterminate principal amount of trust preferred securities of
     Southern Union Financing II and Southern Union Financing III, as may from
     time to time be issued at indeterminate prices. Subordinated debt
     securities of Southern Union Company would be issued and sold to Southern
     Union Financing II and Southern Union Financing III, and such subordinated
     debt securities may later be distributed to the holders of such trust
     preferred securities upon a dissolution of Southern Union Financing II or
     Southern Union Financing III and the distribution of the assets thereof.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457. The aggregate public offering price of the trust
     preferred securities of Southern Union Financing II or Southern Union
     Financing III sold by such trusts, and subordinated debt securities of
     Southern Union Company sold to such trusts, and registered hereby, will not
     exceed $200,000,000.

(3)  Exclusive of accrued interest and distributions, if any.

(4)  No separate consideration will be received for any guarantees.

     The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


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<PAGE>

The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.


                  SUBJECT TO COMPLETION, DATED __________, 200_

PROSPECTUS
                                  $200,000,000
                             SOUTHERN UNION COMPANY
                          Subordinated Debt Securities
                                   Guarantees
                                       and
                           SOUTHERN UNION FINANCING II
                          SOUTHERN UNION FINANCING III

                           Trust Preferred Securities
                  guaranteed to the extent described herein and
                  in the accompanying Prospectus Supplement by
                             Southern Union Company


     Southern Union Company may offer, on one or more occasions:

     o   unsecured subordinated debt securities consisting of notes or other
         evidence of indebtedness; and

     o   guarantees of Southern Union Company with respect to trust preferred
         securities of Southern Union Financing II and Southern Union Financing
         III.

     Southern Union Financing II and Southern Union Financing III, which are
Delaware business trusts whose assets will consist solely of unsecured
subordinated debt securities issued by Southern Union Company, may offer:

     o   trust preferred securities, representing preferred undivided beneficial
         interests in their assets.

     For each type of security listed above, the amount, price and terms will be
determined at or prior to the time of sale.

     Each time we offer any of these securities, we will provide the specific
terms of these securities in one or more supplements to this prospectus. The
prospectus supplement or supplements also will set forth the names of any
underwriters, dealers or agents involved in the offering of the securities, the
compensation of these parties and any other special terms of the offering and
sale. You should carefully read this prospectus and the accompanying prospectus
supplement or supplements before you invest.

     This prospectus may not be used to consummate sales of any of these
securities unless accompanied by a prospectus supplement.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                The date of this Prospectus is _________, 200__.



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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                          Number
                                                                         ------

About this Prospectus.................................................      1
Cautionary Statement Regarding Forward-Looking Statements.............      1
Where You Can Find More Information ..................................      2
Incorporation by Reference ...........................................      2
Southern Union Company................................................      4
The Trusts............................................................      4
Use of Proceeds.......................................................      6
Ratio of Earnings to Fixed Charges ...................................      7
Unaudited Pro Forma Combined Condensed Statement of Operations........      8
Description of the Trust Preferred Securities.........................     11
Description of the Trust Guarantees...................................     15
Description of the Subordinated Debt Securities ......................     18
Plan of Distribution..................................................     29
Legal Matters.........................................................     30
Experts  .............................................................     30

































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                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission utilizing a "shelf" registration
process. Under this shelf process, we may, from time to time, sell different
types of securities described in this prospectus in one or more offerings up to
the total offering amount set forth on the cover page of this prospectus. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering and the
securities offered by us in that offering. The prospectus supplement may also
add, update or change information in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information."

         You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in this prospectus or any
prospectus supplement is accurate after the date of the applicable document.
Southern Union's business, financial condition, results of operations and
prospects may have changed since that date.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         We have made statements in this prospectus and the documents that we
incorporate by reference that constitute forward-looking statements. These
statements are subject to risks and uncertainties. Forward-looking statements
include information concerning possible or assumed future results of Southern
Union's operations. These statements may relate to, but are not limited to,
information or assumptions about earnings per share, capital and other
expenditures, dividends, financing plans, capital structure, cash flow, pending
legal proceedings and claims, including environmental matters, future economic
performance, operating income, cost savings, management's plans, goals and
objectives for future operations and growth, and the market for Southern Union's
common stock. These forward-looking statements generally are accompanied by
words such as "intend," "anticipate," "believe," "plan," "estimate," "expect,"
"should" or similar expressions. You should understand that these
forward-looking statements are necessarily estimates reflecting the best
judgment of Southern Union's senior management, not guarantees of future
performance. They are subject to a number of assumptions, risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the forward-looking statements.

         Important factors that could cause Southern Union's actual results to
differ materially from estimates or projections contained in forward-looking
statements include, among others, the following:

         o general economic, financial and business conditions; o competition in
         the energy services sector; o the availability of natural gas and oil;
         o development and operating costs; o the availability and terms of
         capital; o unanticipated environmental liabilities; o the impacts of
         unusual items resulting from ongoing evaluations
                of business strategies and asset valuations;
         o      changes in business strategy;
         o      the application of newly adopted Generally Accepted Accounting
                Principles;
         o      the timing and extent of changes in commodity prices;
         o      gas sales volumes;
         o      weather conditions and other natural phenomena in Southern
                Union's service territories;
         o      the purchase and implementation of new technologies for
                enhancing customer service and/or operating efficiencies;
         o      impact of relations with labor unions of bargaining-unit
                employees;
         o      the receipt of timely and adequate rate relief;
         o      the outcome of pending and future litigation;

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<PAGE>

         o      governmental regulations and proceedings affecting Southern
                Union's operating divisions including the restructuring of the
                natural gas industry in Massachusetts, Rhode Island,
                Pennsylvania, Texas and Missouri;
         o      the nature and impact of any extraordinary transactions such as
                any acquisition or divestiture of a business unit or any assets;
                and
         o      the risk that the businesses of Pennsylvania Enterprises, Inc.
                ("PEI"), Fall River Gas Company ("Fall River Gas"), Providence
                Energy Corporation ("ProvEnergy"), Valley Resources, Inc.
                ("Valley Resources") and any other businesses or investments
                that Southern Union recently acquired or in the future may
                acquire may not be successfully integrated with the businesses
                of Southern Union.

         These are representative of the factors that could affect the outcome
of the forward-looking statements. In addition, such statements could be
affected by general industry and market conditions, and general economic
conditions, including interest rate fluctuations, federal, state and local laws
and regulations affecting the retail gas industry or the energy industry
generally, and other factors.

         Other factors that could cause actual results to differ materially from
estimates and projections contained in forward-looking statements are described
in the documents that we incorporate by reference. You should not place undue
reliance on forward-looking statements, which speak only as of the date of this
prospectus, or, in the case of documents incorporated by reference, the date of
those documents.

         All subsequent written and oral forward-looking statements attributable
to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section.
We will not release publicly any revisions to these forward-looking statements
reflecting events or circumstances after the date of this prospectus or
reflecting the occurrence of unanticipated events, unless the securities laws
require us to do so.

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed a registration statement with the SEC under the
Securities Act of 1933 that registers the securities offered by this prospectus.
The registration statement, including the attached exhibits, contains additional
relevant information about us and the securities being offered. The rules and
regulations of the SEC allow us to omit certain information included in the
registration statement from this prospectus.

         In addition, Southern Union files annual, quarterly and special
reports, proxy statements and other information with the SEC under the
Securities Exchange Act of 1934. You may read and copy this information at, and
you may also obtain copies of this information by mail from, the SEC's Public
Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. The SEC also maintains an Internet world wide web
site that contains reports, proxy statements and other information about
issuers, including Southern Union, who file electronically with the SEC. The
address of that site is http://www.sec.gov. You can also inspect reports, proxy
statements and other information about Southern Union at the offices of The New
York Stock Exchange, Inc., located at 20 Broad Street, New York, New York 10005.

                           INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this document, except for
any information that is superseded by subsequently incorporated documents or by
information that is included directly in this prospectus or any prospectus
supplement.

         We incorporate by reference the documents listed below that Southern
Union has previously filed with the SEC. They contain important information
about Southern Union and its financial condition.


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<PAGE>

           SEC Filings (File No. 1-6407)                        Date Filed
           -----------------------------                        ----------

Quarterly Report on Form 10-Q for the quarter ended
  September 30, 2001                                        November 14, 2001

Annual Report on Form 10-K for the year ended
  June 30, 2001                                              October 1, 2001

Current Report on Form 8-K                                    August 9, 2001

Current Report on Form 8-K                                     July 18, 2001

         We are also incorporating by reference additional documents that we may
file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 between the date of this Prospectus until the
termination of the offering of the securities offered by this prospectus. These
documents include periodic reports, including Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.

         You can obtain any of the documents incorporated by reference in this
document through us or from the SEC through the SEC's web site at the address
provided above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference in such document. You can obtain
documents incorporated by reference in this document by requesting them in
writing or by telephone from us at the following address:

                         Attention: Richard N. Marshall
                  Director of Investor Relations and Treasurer
                             Southern Union Company
                                 One PEI Center
                        Wilkes-Barre, Pennsylvania 18711
                          Telephone No.: (570) 829-8600

         Separate financial statements of the trusts have not been included in
this prospectus. Southern Union and the trusts do not consider such financial
statements to be helpful because:

         o    Southern Union beneficially owns directly or indirectly all of the
              undivided beneficial interests in the assets of the trusts (other
              than the beneficial interests represented by the trust preferred
              securities). See "The Trusts," "Description of the Trust Preferred
              Securities" and "Description of the Trust Guarantees."

         o    Southern Union will guarantee the trust preferred securities such
              that the holders of the trust preferred securities, with respect
              to the payment of distributions and amounts upon liquidation,
              dissolution and winding-up, are in the same position with regard
              to assets of Southern Union as a holder of the subordinated debt
              securities to be issued by Southern Union.

         o    In future filings under the Securities Exchange Act of 1934, an
              audited footnote to Southern Union's annual financial statements
              will state that all common securities issued by the trusts are
              owned by Southern Union, that the sole assets of the trusts are
              the subordinated debt securities of Southern Union having a
              specified total principal amount, and that, considered together,
              Southern Union's obligations under the subordinated debt
              securities and the related agreements, including the guarantees,
              constitute a full and unconditional guarantee by Southern Union of
              the trusts' obligations under the trust preferred securities.

         o    Each trust is a special purpose entity, has not engaged in any
              activity since its creation, has no independent operations and is
              not engaged in, and does not propose to engage in, any activity
              other than as described under "The Trusts."


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<PAGE>

                             SOUTHERN UNION COMPANY

         Southern Union's principal line of business is the distribution of
natural gas as a public utility in Texas, Missouri, Pennsylvania, Rhode Island
and Massachusetts. Southern Union's principal operating divisions are:

         o    Southern Union Gas, headquartered in Austin, Texas, serves
              approximately 535,000 customers in Texas (including Austin,
              Brownsville, El Paso, Galveston, Harlingen, McAllen and Port
              Arthur).
         o    Missouri Gas Energy, headquartered in Kansas City, Missouri,
              serves approximately 498,000 customers in central and western
              Missouri (including Kansas City, St. Joseph, Joplin and Monett).
         o    PG Energy, headquartered in Wilkes-Barre, Pennsylvania, serves
              approximately 156,000 customers in northeastern and central
              Pennsylvania (including Wilkes-Barre, Scranton and Williamsport).
         o    The New England Division (created through the acquisitions in
              September 2000 of ProvEnergy, Valley Resources and Fall River Gas)
              serves approximately 292,000 customers in Rhode Island and
              Massachusetts (including Providence, Newport and Cumberland, Rhode
              Island and Fall River, North Attleboro and Somerset,
              Massachusetts).

         The diverse geographic area of Southern Union's natural gas
distribution systems should reduce the overall sensitivity of Southern Union's
operations to weather risk and local economic conditions.

         Southern Union has created subsidiaries to support and expand its
natural gas and other energy sales and to capitalize on its energy expertise.
Southern Union's subsidiaries market natural gas to end-users, operate natural
gas pipeline systems, generate electricity and distribute propane. Central to
all of Southern Union's present businesses and strategies are the sale and
transportation of natural gas.

         Southern Union is a sales and market-driven energy company whose
management is committed to achieving profitable growth of its utility divisions
in an increasingly competitive business environment and partnering with
companies which complement Southern Union's existing customer service and core
utility business. Southern Union's strategies for achieving these objectives
principally consist of:

         o promoting new sales opportunities and markets for natural gas; o
         enhancing financial and operating performance; and o expanding Southern
         Union through development of existing utility
              businesses and selective acquisition of new utility businesses.

         Southern Union's management develops and continually evaluates these
strategies and their implementation by applying its experience and expertise in
analyzing the energy industry, technological advances, market opportunities and
general business trends. Each of these strategies, as implemented throughout
Southern Union's existing businesses, reflects its commitment to its core gas
utility business.

         Southern Union's corporate headquarters are located at 504 Lavaca
Street, Suite 800, Austin, Texas 78701, and its telephone number is (512)
477-5852.

                                   THE TRUSTS

         Southern Union Financing II and Southern Union Financing III are each a
statutory business trust created under Delaware law through the execution of a
trust agreement and the filing of a certificate of trust with the Delaware
Secretary of State on March 28, 1995. At the time of public issuance of trust
preferred securities by a trust, the related trust agreement will be amended and
restated in its entirety substantially in the form filed as an exhibit to the
registration statement which includes this prospectus. The amended and restated
trust agreement is referred to as the "trust agreement." Each trust agreement
will be qualified as an indenture under the Trust Indenture Act of 1939. Each
trust exists for the exclusive purposes of:

         o    issuing and selling to the public the trust preferred securities,
              representing undivided beneficial interests in the assets of the
              trust;


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         o    issuing and selling to Southern Union common securities, repre-
              senting undivided beneficial interests in the assets of the trust;

         o    investing the gross proceeds from the sale of the trust preferred
              securities and the common securities in subordinated debt
              securities issued by Southern Union;

         o    distributing the cash payments it receives from the subordinated
              debt securities owned by it to the holders of the trust preferred
              securities and the common securities; and

         o    engaging in those other activities necessary or incidental to
              these purposes.

         Each trust has a term of approximately 55 years from formation, but may
terminate earlier as provided in the trust agreement.

         The proceeds from the offering and the sale of the common securities
and the trust preferred securities will be used by each trust to purchase from
Southern Union subordinated debt securities in a total principal amount equal to
the total liquidation preference of the common securities and the trust
preferred securities. The subordinated debt securities will bear interest at an
annual rate equal to the annual distribution rate of the common securities and
the trust preferred securities and will have certain redemption terms which
correspond to the redemption terms for the common securities and the trust
preferred securities. The subordinated debt securities will rank subordinate in
right of payment to all of Southern Union's senior indebtedness (as defined in
this prospectus). Distributions on the common securities and the trust preferred
securities issued by a trust may not be made unless the trust receives
corresponding interest payments from Southern Union on the subordinated debt
securities held by it. Southern Union will irrevocably guarantee, on a
subordinated basis and to the extent set forth in the guarantee, with respect to
each of the common securities and the trust preferred securities, the payment of
distributions, the redemption price, including all accrued or deferred and
unpaid distributions, and payment on liquidation, but only to the extent of
funds on hand at the trust. Each guarantee will be unsecured and will be
subordinate to all senior indebtedness of Southern Union. Upon the occurrence of
certain events (subject to the conditions to be described in an accompanying
prospectus supplement), each trust may be liquidated and the holders of the
common securities and trust preferred securities could receive subordinated debt
securities in lieu of any liquidating cash distribution.

         All of the trust common securities will be owned by Southern Union.
Southern Union will, directly or indirectly, in connection with an offering of
trust preferred securities by a trust, purchase common securities of the trust
in an aggregate liquidation amount equal to 3% of the total capital of the
trust.

         Each trust will initially have four trustees. Two of the trustees will
be persons who are employees or officers of or who are affiliated with Southern
Union and will be referred to as the administrative trustees. The third trustee
will be a financial institution that is unaffiliated with Southern Union, which
trustee will serve as property trustee under the applicable trust agreement and
as indenture trustee for the purpose of compliance with the provisions of the
Trust Indenture Act of 1939. Wilmington Trust Company will be the property
trustee until removed or replaced by the holder of the common securities.
Wilmington Trust Company will also act as the Delaware trustee, the fourth
trustee, for the purposes of the Delaware Business Trust Act, until removed or
replaced by the holder of the common securities. Wilmington Trust Company will
also act as guarantee trustee under each trust guarantee. See "Description of
the Trust Guarantees."

         The property trustee will hold title to the subordinated debt
securities for the benefit of the holders of the common securities and the trust
preferred securities. The property trustee will have the power to exercise all
rights, powers and privileges under the applicable indenture as the holder of
the subordinated debt securities. In addition, the property trustee will
maintain exclusive control of a segregated non-interest bearing bank account to
hold all payments made in respect of the subordinated debt securities for the
benefit of the holders of the common securities and the trust preferred
securities. The property trustee will make payments of the distributions and
payments on liquidation, redemption and otherwise to the holders of the common
securities and the trust preferred securities out of funds from the segregated
non-interest bearing bank account. The guarantee trustee will hold the
guarantees for the benefit of the holders of the common securities and the trust
preferred securities.


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<PAGE>

         Southern Union, as the holder of all the common securities, will have
the right to appoint, remove or replace any of the trustees. Southern Union will
also have the right to increase or decrease the number of trustees, as long as
the number of trustees shall be at least three, a majority of which shall be
administrative trustees. Southern Union will pay all fees and expenses related
to the trusts and the offering of the common securities and the trust preferred
securities.

         The rights of the holders of the trust preferred securities, including
economic rights, rights to information and voting rights, are set forth in the
applicable trust agreement, the Delaware Business Trust Act and the Trust
Indenture Act of 1939.

         The office of the Delaware trustee for each trust is Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890. The address for each trust is c/o Southern Union Company, 504 Lavaca
Street, Suite 800, Austin, Texas 78701, telephone (512) 477-5852.

                                 USE OF PROCEEDS

         The proceeds received by each of the trusts from the sale of its trust
preferred securities and common securities will be invested in subordinated debt
securities issued by Southern Union.

         The net proceeds received by Southern Union from the issuance of the
subordinated debt securities will be used for general corporate purposes,
including:

         o    repurchases of outstanding long-term debt securities and redemp-
              tions of other outstanding trust preferred securities and
              guarantees;

         o    repayment of other borrowings, including short-term borrowings
              under bank credit agreements; and

         o    as otherwise disclosed in any supplement to this prospectus.

         The prospectus supplement for a particular offering will provide a more
detailed description of the use of the net proceeds from such offering. Southern
Union may invest any funds it does not require immediately in marketable
securities and short-term investments.

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                       RATIO OF EARNINGS TO FIXED CHARGES

         The following table sets forth the ratio of earnings to fixed charges
on an historical basis for each of the five years in the period ended June 30,
2001, and for the three-month period ended September 30, 2001, and on a pro
forma basis for the year ended June 30, 2001. For the purpose of calculating
such ratios, "earnings" consist of income from continuing operations before
income taxes and fixed charges. "Fixed charges" consist of interest expense,
amortization of debt discount or premium and an estimate of interest implicit in
rentals.


                                                      Year Ended June 30,
                                            ------------------------------------
                        Three Months Ended
                        September 30, 2001  2001    2000    1999    1998    1997
                        ------------------  ----    ----    ----    ----    ----

Ratio of Earnings to
  Fixed Charges                - (a)        1.80    1.29    1.36    1.42    1.67
                               =====        ====    ====    ====    ====    ====

Pro Forma - Ratio of
  Earnings to Fixed
  Charges                                   1.52(b)
                                            =======

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

(a)      The earnings were inadequate to cover fixed charges by approximately
         $47.0 million for the three-month period ended September 30, 2001. The
         three-month period ended September 30, 2001 was impacted by a pre-tax
         charge for business restructuring of approximately $32.7 million. Due
         to the seasonal nature of the gas utility business, the three-month
         period ending September 30 is typically a loss period.

(b)      This pro forma ratio gives effect as of the beginning of the period
         presented to the acquisitions of ProvEnergy, Valley Resources and Fall
         River Gas, which were primarily financed through a term note. These
         acquisitions were assumed to occur as of the beginning of the period
         presented, as reflected on the Unaudited Pro Forma Condensed Statement
         of Operations. See "Unaudited Pro Forma Combined Condensed Statement of
         Operations."


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         UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

The following Unaudited Pro Forma Combined Condensed Statement of Operations
presents the combined results of operations of Southern Union, ProvEnergy,
Valley Resources and Fall River Gas, including their respective subsidiaries,
after giving effect to the merger of each of them into Southern Union. The
Valley Resources merger completed on September 20, 2000 and the Fall River Gas
and ProvEnergy mergers completed on September 28, 2000 were each accounted for
as a purchase. The Unaudited Pro Forma Combined Condensed Statement of
Operations also gives effect to Southern Union's issuance of term note financing
for its acquisitions of ProvEnergy, Valley Resources and Fall River Gas, and the
assumption by Southern Union of certain debt of the acquired companies.

The Unaudited Pro Forma Combined Condensed Statement of Operations for the year
ended June 30, 2001 gives effect to the previously identified acquisitions and
financing transactions as if they had occurred at the beginning of the period
presented.

The fiscal year of Southern Union ends on June 30. The fiscal years of
ProvEnergy and Fall River Gas ended on September 30. The fiscal year of Valley
Resources ended on August 31. Accordingly, the Unaudited Pro Forma Combined
Condensed Statement of Operations for the year ended June 30, 2001 has been
prepared using comparable financial statement periods of ProvEnergy, Valley
Resources and Fall River Gas. The following Unaudited Pro Forma Combined
Condensed Statement of Operations has been prepared from, and should be read in
conjunction with, the historical financial statements and related notes thereto
of Southern Union, ProvEnergy, Valley Resources and Fall River Gas.

The historical statements of operations of the acquired companies that appear in
or were used for the Unaudited Pro Forma Combined Condensed Statement of
Operations required certain reclassifications to conform to Southern Union's
presentation. These reclassifications have no impact on net income.

The following Unaudited Pro Forma Combined Condensed Statement of Operations is
presented in accordance with the assumptions set forth below for purposes of
illustration only and is not necessarily indicative of the operating results
that would have occurred if the previously identified acquisitions and financing
transactions had been consummated at the beginning of the periods for which they
are being given effect nor is it necessarily indicative of the future operating
results of the combined enterprise. The Unaudited Pro Forma Combined Condensed
Statement of Operations does not contain any adjustments to reflect cost savings
or other synergies that may occur as a result of the mergers.



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                                        8

<PAGE>

         UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
                        For The Year Ended June 30, 2001


                           Historical
              -------------------------------------
                           Provi-
              Southern     dence     Fall    Valley
                Union      Energy    River     Re-          Pro Forma
                           Corpo-     Gas    sources  --------------------------
               Company     ration   Company    Inc.   Adjustments    Combined
             -----------  --------  -------  -------  -----------   ------------
                 (thousands of dollars, except shares and per share amounts)

Operating
 revenues... $ 1,932,813  $ 31,669  $ 3,945  $ 8,046  $   --        $ 1,976,473
Cost of gas
 and other
 energy.....   1,374,750    18,765    1,565    4,139      --          1,399,219
             -----------  --------  -------  -------  ----------    -----------
  Operating
  margin....     558,063    12,904    2,380    3,907      --            577,254

Operating
 expenses:
  Operating,
   mainte-
   nance and
   general..     239,554    15,150    3,133    3,922      --            261,759
  Deprecia-
   tion and
   amorti-
   zation...      86,985     6,118      163      177     2,252 (A)       95,695
  Taxes,
   other
   than on
   income...      98,661     2,921       93      799      --            102,474
             -----------  --------  -------  -------  --------      -----------
    Total
     operat-
     ing ex-
     penses.     425,200    24,189    3,389    4,898     2,252          459,928
             -----------  --------  -------  -------  --------      -----------
    Net
     operat-
     ing
     reve-
     nues...     132,863   (11,285)  (1,009)    (991)   (2,252)         117,326

Other income
 (expenses):
  Interest..    (103,519)   (2,929)    (368)  (1,975)  (10,141) (B)    (117,019)
                                                         1,913  (C)
  Dividends
   on pre-
   ferred
   securi-
   ties.....      (9,480)    --       --       --        --              (9,480)
  Other,
   net......      76,819     1,126      225      309     --              78,479
             -----------  --------  -------  -------  --------      -----------
    Total
     other
     ex-
     penses,
     net....     (36,180)   (1,803)    (143)  (1,666)   (8,228)         (48,020)
             -----------  --------  -------  -------  --------      -----------
Earnings
 (loss) be-
 fore income
 taxes
 (benefit)..      96,683   (13,088)  (1,152)  (2,657)  (10,480)          69,306
Federal and
 state in-
 come taxes
 (benefit)..      40,000    (1,609)    (478)    (876)   (2,880)(D)       34,157
             -----------  --------  -------  -------  --------      -----------
Net earn-
 ings (loss)
 available
 for common
 stock...... $    56,683  $(11,479) $  (674) $(1,784) $ (7,600)     $    35,149
             ===========  ========  =======  =======  ========      ===========

Net earn- ings per share:
  Basic..... $      1.09                                            $      0.67
             ===========                                            ===========
  Diluted... $      1.03                                            $      0.64
             ===========                                            ===========

Weighted
 average
 shares
 out-
 standing:
  Basic.....  52,068,814                               330,453 (E)   52,399,267
             ===========                              ========     ============
  Diluted...  54,960,595                               330,453 (E)   55,291,048
             ===========                              ========     ============








        See accompanying notes to Unaudited Pro Forma Combined Condensed
                            Statement of Operations.

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                                        9

<PAGE>

     NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS


Adjustments to the Unaudited Pro Forma Combined Condensed Statement of
Operations

(A)   Reflects amortization of the estimated excess purchase price over the
      historical cost of the regulated net assets and the estimated fair value
      of the non-regulated net assets of ProvEnergy, Valley Resources and Fall
      River Gas on a straight-line basis over a 40-year period. For the year
      ended June 30, 2001, the pro forma adjustment reflects only three months
      of amortization of additional purchase cost related to the acquisitions of
      ProvEnergy, Valley Resources and Fall River Gas, as nine months of actual
      are included in Southern Union's historical balances due to the completion
      of the Valley Resources acquisition on September 20, 2000 and the
      ProvEnergy and Fall River Gas acquisitions on September 28, 2000
      (together, the "New England Acquisitions").

(B)   Reflects interest expense on the term note financing for the New England
      Acquisitions at an annual interest rate of 7.50%. The proceeds from the
      term note were utilized: to finance the cash portion of the purchase of
      ProvEnergy, Valley Resources and Fall River Gas and the cash out of any
      respective stock options; to refinance certain debt of Valley Resources
      and Southern Union; to pay various professional fees incurred in
      connection with the New England Acquisitions; and to make certain payments
      under change of control agreements that were triggered by the New England
      Acquisitions.

(C)   Reflects the elimination of historical interest expense of Valley
      Resources as a result of refinancing certain debt in connection with the
      New England Acquisitions. See Note (B).

(D)   Reflects the income tax consequences at the federal statutory rate of the
      pro forma adjustments after excluding nondeductible goodwill amortization.

(E)   The year ended June 30, 2001 reflects the issuance of 1,370,629 shares of
      Southern Union common stock in the acquisition of Fall River Gas.



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                                       10

<PAGE>

                  DESCRIPTION OF THE TRUST PREFERRED SECURITIES

      The following is a summary of the material terms and provisions of the
trust preferred securities and the trust agreements. It summarizes only those
portions of the trust preferred securities and the trust agreements which we
believe will be most important in your decision to invest in the trust preferred
securities. You should keep in mind, however, that it is the trust agreements,
and not this summary, that define your rights. There may be other provisions in
the trust agreements which are also important to you. You should read the trust
agreements themselves for a full description of their terms. A form of each
trust agreement is filed as an exhibit to the registration statement that
includes this prospectus. See "Where You Can Find More Information" for
information on how to obtain a copy of the form of each trust agreement.

      Each trust may issue one series of trust preferred securities having terms
described in the prospectus supplement for that series. The trust agreement of
each trust authorizes the establishment of no more than one series of trust
preferred securities, which will represent undivided beneficial interests in the
assets of the trust. The terms of the trust preferred securities, including
distribution, redemption, voting and liquidation rights and any other preferred,
deferred or other special rights or restrictions, will be described in the trust
agreement or made part of the trust agreement by the Trust Indenture Act. The
prospectus supplement for each specific series of trust preferred securities
will state the terms for the trust preferred securities of that series,
including:

      o  the distinctive designation of the trust preferred securities;

      o  the number of trust preferred securities to be issued;

      o  the annual distribution rate (or method of determining such rate) and
         the date or dates upon which such distributions will be payable;

      o  whether distributions on the trust preferred securities will be
         cumulative, and, if so, the date or dates or method of determining the
         date or dates from which distributions on trust preferred securities
         will be cumulative;

      o  the amount or amounts which will be paid out of the assets of the trust
         to the holders of the trust preferred securities upon voluntary or
         involuntary dissolution, winding-up or termination of the trust;

      o  the obligation, if any, of the trust to purchase or redeem the trust
         preferred securities following an exercise by Southern Union of an
         option under the corresponding subordinated debt securities, and the
         terms and conditions of such purchases or redemptions;

      o  the period or periods, if any, within which the terms and conditions,
         including the price or prices or the rate or rates of conversion or
         exchange and the terms and conditions of any adjustments, upon which
         the trust preferred securities shall be convertible or exchangeable at
         the option of the holder thereof into other property or cash;

      o  the voting rights, if any, of the trust preferred securities in
         addition to those required by law, including the number of votes per
         trust preferred security and any requirement for the approval by the
         holders of the trust preferred securities for specified actions or
         amendments to the trust agreement;

      o  the additional payments, if any, which the trust will pay as a
         distribution as necessary so that the net amounts reserved by the trust
         and distributable to the holders of the trust preferred securities,
         after all taxes, duties, assessments or governmental charges of
         whatever nature have been paid will not be less than the amount that
         would have been reserved and distributed by the trust, and the amount
         the holders of the trust preferred securities would have reserved, had
         no such taxes, duties assessments or governmental charges been imposed;

      o  the terms and conditions, if any, upon which the subordinated debt
         securities held by the trust may be distributed to the holders of the
         trust preferred securities; and


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

                                       11

<PAGE>

      o  any other relevant rights, powers, preferences, privileges, limitations
         or restrictions of the trust preferred securities consistent with the
         trust agreement and applicable law.

      All trust preferred securities offered by this prospectus will be
guaranteed by Southern Union on a subordinated basis and to the extent described
under "Description of the Trust Guarantees." Certain United States federal
income tax considerations applicable to any offering of the trust preferred
securities will be described in the prospectus supplement relating thereto.

      In connection with the issuance of trust preferred securities by a trust,
that trust will issue one series of common securities having such terms,
including distribution, redemption, voting and liquidation rights and such other
preferred, deferred or other rights or restrictions as will be described in the
trust agreement. Except as described below, the terms of the common securities
issued by a trust will be substantially identical to the terms of the trust
preferred securities issued by that trust. The common securities will rank
equally with, and payments will be made on the common securities pro rata with,
the related trust preferred securities except that, upon an event of default
under the trust agreement, the rights of the holders of the common securities to
payments in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the trust
preferred securities. Except in certain limited circumstances, the common
securities will have the right to vote and the right to appoint, remove or
replace any of the trustees of the related trust. All common securities will be
directly or indirectly owned by Southern Union.

Effect of Obligations Under the Subordinated Debt Securities and the Guarantees

      The purpose of each trust is to issue the common securities and the trust
preferred securities and to use the proceeds from such issuance to acquire
subordinated debt securities from Southern Union.

      As long as payments of interest and other payments on the subordinated
debt securities are made when due, such payments will be sufficient to cover
distributions and payments due on the common securities and the trust preferred
securities because of the following factors:

         o    the total principal amount of the subordinated debt securities
              will be equal to the sums of the total stated liquidation amount
              of the common securities and the trust preferred securities;

         o    the interest rate and the interest and other payment dates on the
              subordinated debt securities will match the distribution rate and
              distribution and other payment dates for the common securities and
              the trust preferred securities;

         o    Southern Union will pay all, and no trust shall be obligated to
              pay any, of the trusts' costs, expenses, debts and liabilities
              (other than with respect to the common securities and the trust
              preferred securities); and

         o    the trustees may not take or cause or permit the trust to, among
              other things, engage in any activity that is not consistent with
              the purposes of the trust.

         Payments of distributions and other payments due on the trust preferred
securities (to the extent funds for distributions and other payments are
available to the trust) are guaranteed by Southern Union as and to the extent
discussed under "Description of the Trust Guarantees" below. If Southern Union
does not make interest payments on the subordinated debt securities purchased by
a trust, it is expected that that trust will not have sufficient funds to pay
distributions on the trust preferred securities. The Southern Union guarantees,
which are for the purpose of ensuring that each trust performs its obligations
to pay distributions on the trust preferred securities, do not apply to any
payment of distributions unless and until the trusts have sufficient funds for
the payment of distributions and other payments on the trust preferred
securities. Each trust will have sufficient funds only if and to the extent that
Southern Union has made a payment of interest or principal on the subordinated
debt securities held by the trust as its sole asset. The Southern Union
guarantee for a trust, when taken together with Southern Union's obligations
under the subordinated debt securities held by that trust and the related
indenture, and Southern Union's obligations under the applicable trust
agreement, including its obligations to pay costs, expenses, debts and
liabilities of the trust (other than with respect to

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

                                       12

<PAGE>

the common securities and the trust preferred securities), provides a full and
unconditional guarantee of amounts due on the trust preferred securities issued
by that trust.

         If Southern Union fails to make interest or other payments on the
subordinated debt securities issued by a trust when due (taking account of any
extension period), the applicable trust agreement provides a mechanism whereby
the holders of the trust preferred securities may direct the property trustee to
enforce its rights under the subordinated debt securities held by the trust. If
a property trustee fails to enforce its rights under the subordinated debt
securities, a holder of related trust preferred securities may, to the fullest
extent permitted by applicable law, institute a legal proceeding against
Southern Union to enforce the property trustee's rights under the subordinated
debt securities without first instituting any legal proceeding against the
property trustee or any other person or entity. Notwithstanding the foregoing,
if an event of default has occurred and is continuing under a trust agreement,
and such event is attributable to the failure of Southern Union to pay interest
or principal on the related subordinated debt securities on the date such
interest or principal is otherwise payable (or, in the case of redemption, on
the redemption date), then a holder of the related trust preferred securities
may institute legal proceedings directly against Southern Union to obtain
payment. If Southern Union fails to make payments under any guarantee, that
guarantee provides a mechanism whereby the holders of the related trust
preferred securities may direct the guarantee trustee to enforce its rights
thereunder. Any holder of trust preferred securities may institute a legal
proceeding directly against Southern Union to enforce the guarantee trustee's
rights under a related guarantee without first instituting a legal proceeding
against the trust, the guarantee trustee or any other person or entity.

Book-Entry Only Issuance -- The Depository Trust Company

         If specified in the applicable prospectus supplement, the trust
preferred securities will be subject to the procedures and provisions described
below.

         The trust preferred securities will be book-entry securities. Upon
issuance, each series of trust preferred securities will be represented by one
or more fully registered global certificates. Each global certificate will be
deposited with, or on behalf of, The Depository Trust Company, referred to as
"DTC," and registered in the name of Cede & Co., the nominee of DTC.

         The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in the trust preferred
securities as represented by a global certificate.

         DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among DTC participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic book-entry changes in the accounts of the DTC participants, thereby
eliminating the need for physical movement of securities certificates. DTC
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a number
of the DTC participants and by the New York Stock Exchange, Inc., The American
Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to others, such as securities brokers
and dealers, banks and trust companies that clear transactions through or
maintain a custodial relationship with a DTC participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the Securities and Exchange Commission.

         Purchases of trust preferred securities within the DTC system must be
made by or through DTC participants, which will receive a credit for the trust
preferred securities on DTC's records. The ownership interest of each actual
purchaser of a trust preferred security, referred to as a "beneficial owner," is
in turn to be recorded on the participants' records. Beneficial owners will not
receive written confirmation from DTC of their purchases, but beneficial owners
are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the
participants through which the beneficial owners purchased trust preferred
securities. Transfers of ownership interests in the trust preferred securities
are to be accomplished by entries made on the books of participants

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                                       13

<PAGE>

acting on behalf of beneficial owners. Beneficial owners will not receive
certificates representing their ownership interests in the trust preferred
securities, except in the event that use of the book-entry system for the trust
preferred securities is discontinued.

         To facilitate subsequent transfers, all trust preferred securities
deposited by participants with DTC are registered in the name of DTC's nominee,
Cede & Co. The deposit of trust preferred securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership.
DTC has no knowledge of the actual beneficial owners of the trust preferred
securities. DTC's records reflect only the identity of the DTC participants to
whose accounts such trust preferred securities are credited, which may or may
not be the beneficial owners. The participants will remain responsible for
keeping account of their holdings on behalf of their customers.

         Conveyance of notices and other communications by DTC to DTC
participants, by DTC participants to indirect participants and by participants
to beneficial owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements that may be in effect from time to time.

         Redemption notices shall be sent to Cede & Co. If less than all of the
trust preferred securities are being redeemed, DTC will reduce the amount of the
interest of each DTC participant in such trust preferred securities in
accordance with its procedures.

         Neither DTC nor Cede & Co. will consent or vote with respect to trust
preferred securities. Under its usual procedures, DTC would mail an Omnibus
Proxy to the applicable trust as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co's consenting or voting rights to those DTC
participants to whose accounts the trust preferred securities are credited on
the record date (identified in a listing attached to the Omnibus Proxy).
Southern Union and the trusts believe that the arrangements among DTC, the DTC
participants, the indirect participants and the beneficial owners will enable
the beneficial owners to exercise rights equivalent in substance to the rights
that can be directly exercised by a holder of a trust preferred security.

         Payments on the trust preferred securities will be made to DTC. DTC's
practice is to credit DTC participants' accounts on the relevant payment date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on such payment date.
Payments by participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the account of customers in bearer form or registered in "street name," and such
payments will be the responsibility of such participant and not of DTC, the
trusts or Southern Union, subject to any statutory or regulatory requirements
that may be in effect from time to time. Southern Union or the applicable trust
will be responsible for the payment of distributions to DTC. DTC will be
responsible for the disbursement of such payments to DTC participants, and the
participants will be responsible for the disbursement of such payments to the
beneficial owners.

         Except as provided herein, a beneficial owner in a global certificate
will not be entitled to receive physical delivery of trust preferred securities.
Accordingly, each beneficial owner must rely on the procedures of DTC to
exercise any rights under the trust preferred securities.

         DTC may discontinue providing its services as securities depositary
with respect to the trust preferred securities at any time by giving reasonable
notice to Southern Union or the applicable trust. Under such circumstances, in
the event that a successor securities depositary is not obtained, we will print
and deliver to you certificates representing your trust preferred securities
certificates. Additionally, we may decide to discontinue use of the system of
book-entry transfers through DTC (or any successor depositary) with respect to
the trust preferred securities. In that event, we will print and deliver to you
certificates representing your trust preferred securities.

         The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Southern Union and the trusts believe
to be reliable, but neither Southern Union nor the trusts takes responsibility
for the accuracy thereof.



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                                       14

<PAGE>

                       DESCRIPTION OF THE TRUST GUARANTEES


         At the same time as a trust issues trust preferred securities, Southern
Union will execute and deliver a trust guarantee for the benefit of the holders
of the trust preferred securities. Each trust guarantee will be qualified as an
indenture under the Trust Indenture Act. Wilmington Trust Company will act as
the indenture trustee, or guarantee trustee, under the trust guarantee.

         The following is a summary of the material terms and provisions of the
trust guarantees. It summarizes only those portions of the trust guarantees
which we believe will be most important to your decision to invest in the trust
preferred securities. You should keep in mind, however, that it is the trust
guarantees, and not this summary, which define your rights. There may be other
provisions in the trust guarantees which are also important to you. You should
read the trust guarantees themselves for a full description of their terms. A
form of the trust guarantees is filed as an exhibit to the registration
statement that includes this prospectus. See "Where You Can Find More
Information" for information on how to obtain a copy of the form of the trust
guarantees.

General

         Under each trust guarantee, Southern Union will irrevocably and
unconditionally agree, to the extent set forth therein, to pay the trust
guarantee payments described below to the holders of the related trust preferred
securities in the event they are not paid by or on behalf of the trust when due,
regardless of any defense, right of set-off or counterclaim which the trust may
have or assert other than the defense of payment.

         The following payments (referred to as trust guarantee payments) to the
extent not paid by the related trust when due, will be subject to the related
trust guarantee:

         o        any accumulated and unpaid distributions required to be paid
                  on the trust preferred securities, to the extent that the
                  trust has funds available for payment at that time;

         o        the redemption price of any trust preferred securities called
                  for redemption, to the extent that the trust has funds avail-
                  able for payment at that time; and

         o        upon voluntary or involuntary dissolution, winding-up or
                  termination of the trust (other than in connection with the
                  distribution of the subordinated debt securities to the
                  holders of trust preferred securities or the redemption of all
                  trust preferred securities), the lesser of:

                  o        the aggregate of the liquidation amount and all
                           accrued and unpaid distributions on the trust
                           preferred securities, to the extent that the trust
                           has funds available for payment at that time; and

                  o        the amount of assets of the trust remaining available
                           for distribution to holders of its trust preferred
                           securities.

         Southern Union's obligation to make a trust guarantee payment will be
satisfied by direct payment of the required amounts to the holders of the trust
preferred securities or by causing the trust to pay the required amounts to the
holders.

         Each trust guarantee will be a full, unconditional and irrevocable
guarantee on a subordinated basis of the trust's obligations under the trust
preferred securities, but will apply only to the extent that the trust has funds
sufficient to make these payments. If Southern Union does not make interest
payments on the subordinated debt securities purchased by a trust, that trust
will not be able to pay distributions on the trust preferred securities issued
by it and will not have funds available for such payment.

         Southern Union will, for each trust, through the trust guarantee, the
trust agreement, the subordinated debt securities and the indenture, taken
together, fully, irrevocably and unconditionally guarantee all of the trust's
obligations under the trust preferred securities. No single document standing
alone or operating in conjunction with fewer than all of the other documents
will constitute such guarantee. It is only the combined operation of these
documents that will

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                                       15

<PAGE>

have the effect of providing a full, irrevocable and unconditional guarantee of
the trust's obligations under the trust preferred securities.

         Southern Union has also agreed separately to irrevocably and
unconditionally guarantee the obligations of the trusts with respect to the
common securities to the same extent as the trust guarantees, except that upon
the occurrence and during the continuation of an event of default under the
trust agreement, holders of trust preferred securities will have priority over
holders of common securities with respect to distributions and payments on
liquidation, redemption or otherwise.

Certain Covenants of Southern Union

         In each trust guarantee, Southern Union will covenant that it will not,
if (1) there shall have occurred any event of which Southern Union has actual
knowledge that (a) with the giving of notice or the lapse of time, or both,
would constitute an event of default under the related indenture and (b) in
respect of which Southern Union shall not have taken reasonable steps to cure,
(2) Southern Union shall be in default with respect to its payment of any
obligations under the trust guarantee, or (3) Southern Union shall have given
notice of its selection of an extension period as provided in the related
indenture and shall not have rescinded such notice, or such extension period, or
any extension thereof, shall be continuing:

         o        declare or pay any dividends or distributions on, or redeem,
                  purchase, acquire, or make a liquidation payment with respect
                  to, any of Southern Union's capital stock or capital stock of
                  any of its subsidiaries that are not wholly-owned (other than
                  any stock dividend paid by Southern Union or any of its
                  subsidiaries where the dividend stock is of the same type as
                  that on which the dividend is bring paid); or

         o        make any payment of principal, interest or premium, if any, on
                  or repay or repurchase or redeem any debt securities
                  (including guarantees of indebtedness for money borrowed) of
                  Southern Union that rank equal or junior to the subordinated
                  debt securities (other than (a) any dividend, redemption,
                  liquidation, interest, principal or guarantee payment by
                  Southern Union where the payment is made by way of securities
                  (including capital stock) that rank equal with or junior to
                  the securities on which such dividend, redemption, interest,
                  principal or guarantee payment is being made, (b) payments
                  under the trust guarantees, (c) as a result of a reclassifica-
                  tion of Southern Union's capital stock or the exchange or
                  conversion of one series or class of Southern Union's capital
                  stock for another series or class of Southern Union's capital
                  stock, and (d) the purchase of fractional interest in shares
                  of Southern Union's capital stock pursuant to the conversion
                  or exchange provisions of such capital stock or the security
                  being converted or exchanged).

Modification of the Trust Guarantees; Assignment

         Except with respect to any changes which do not materially adversely
affect the rights of holders of trust preferred securities, in which case no
vote will be required, no trust guarantee may be amended without the prior
approval of the holders of not less than 662/3% in liquidation amount of the
related outstanding trust preferred securities. The manner of obtaining this
approval of holders of the trust preferred securities will be described in an
accompanying prospectus supplement. All guarantees and agreements contained in a
trust guarantee will bind the successors, assigns, receivers, trustees and
representatives of Southern Union and will inure to the benefit of the holders
of the trust preferred securities then outstanding.

Events of Default

         An event of default under a trust guarantee will occur upon Southern
Union's failure to perform any of its payment or other obligations thereunder.
The holders of a majority in liquidation amount of the trust preferred
securities to which the trust guarantee relates have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the guarantee trustee in respect of the guarantee or to direct the exercise of
any trust or power conferred upon the guarantee trustee under the trust
guarantee.


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                                       16

<PAGE>

         If the guarantee trustee fails to enforce the trust guarantee, any
holder of the related trust preferred securities may institute a legal
proceeding directly against Southern Union to enforce the guarantee trustee's
rights under the trust guarantee, without first instituting a legal proceeding
against the relevant trust, the guarantee trustee or any other person or entity.
In addition, any holder of trust preferred securities shall have the right,
which is absolute and unconditional, to proceed directly against Southern Union
to obtain guarantee payments, without first waiting to determine if the
guarantee trustee has enforced a guarantee or instituted a legal proceeding
against the trust, the guarantee trustee or any other person or entity. Southern
Union has waived any right or remedy to require that any action be brought just
against the trust, the guarantee trustee or any other person or entity before
proceeding directly against Southern Union.

         Southern Union will be required to provide annually to the guarantee
trustee a statement as to the performance by it of certain of its obligations
under each of the trust guarantees and as to any default in such performance.
Southern Union will required to file annually with the guarantee trustee an
officer's certificate as to its compliance with all conditions under each of the
trust guarantees.

Termination

         Each trust guarantee will terminate and be of no further force and
effect upon the first to occur of:

         o        full payment of the redemption price of all related trust
                  preferred securities;

         o        distribution of the subordinated debt securities to the
                  holders of the related trust preferred securities in exchange
                  for all the related trust preferred securities; or

         o        full payment of the amounts payable upon liquidation of the
                  related trust.

         Each trust guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of trust preferred
securities must restore payment of any sums paid under the trust preferred
securities or the trust guarantee.

Status of the Trust Guarantees

         The trust guarantees will constitute unsecured obligations of Southern
Union and will rank:

         o        subordinate and junior in right of payment to all senior
                  indebtedness of Southern Union in the same manner as the
                  subordinated debt securities (See "Description of the
                  Subordinated Debt Securities -- Subordination"); and

         o        equally with the related subordinated debt securities and any
                  other subordinated debt securities and related trust
                  guarantees now or hereafter issued by Southern Union.

         The terms of the trust preferred securities provide that each holder
thereof, by acceptance of the trust preferred securities, agrees to the
subordination provisions and other terms of the related trust guarantee.

         The trust guarantees will constitute a guarantee of payment and not of
collection. Accordingly, the guaranteed party may institute a legal proceeding
directly against the guarantor to enforce its rights under the trust guarantee
without first instituting a legal proceeding against any other person or entity.
The guarantees will be held for the benefit of the holders of the trust
preferred securities. The guarantees will not be discharged except by payment of
the guarantee payments in full to the extent not paid by the related trust or
upon distribution of the subordinated debt securities to the holders of the
trust preferred securities. The guarantees do not place a limitation on the
amount of additional indebtedness that may be incurred by Southern Union.


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Information Concerning the Guarantee Trustee

         Prior to the occurrence of a default with respect to a trust guarantee
and after the curing or waiving of all events of default with respect to that
trust guarantee, the guarantee trustee undertakes to perform only those duties
as are specifically set forth in that trust guarantee. In case an event of
default has occurred and has not been cured or waived, the guarantee trustee
will exercise the same degree of care and skill as a prudent individual would
exercise or use in the conduct of his or her own affairs. Subject to these
provisions, the guarantee trustee is under no obligation to exercise any of the
powers vested in it by a trust guarantee at the request of any holder of trust
preferred securities, unless it is offered reasonable indemnity against the
costs, expenses and liabilities which might be incurred through the exercise of
those powers.

         Southern Union and certain of its affiliates may, from time to time,
maintain a banking relationship with the guarantee trustee.

Governing Law

         The trust guarantees will be governed by, and interpreted in accordance
with, the laws of the State of New York.

                 DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES

General Summary

         Southern Union will only issue subordinated debt securities under this
registration statement to a trust in connection with the sale of trust preferred
securities. The subordinated debt securities may be issued in one or more
series. Only one series of subordinated debt securities will be issued to a
particular trust, or the property trustee of such trust. That trust will hold
all of the subordinated debt securities of that series.

         Each series of subordinated debt securities will be issued under the
Subordinated Debt Securities Indenture, dated as of May 10, 1995, between
Southern Union and JP Morgan Chase Bank, as the subordinated debt securities
trustee, as supplemented by a supplemental indenture for such series. The
subordinated debt securities indenture, as so supplemented, will be called the
"indenture."

         The following is a summary of the material terms and provisions of the
subordinated debt securities and the indenture. It summarizes only those
portions of the subordinated debt securities and indenture which we believe will
be most important to your decision to invest in the trust preferred securities.
You should keep in mind, however, that it is the indenture, and not this
summary, that defines your rights. There may be other provisions in the
indenture which are also important to you. You should read the indenture itself
for a full description of its terms. Both the indenture and a form of the
supplemental indenture will be filed as exhibits to the registration statement
that includes this prospectus. See "Where You Can Find More Information" for
information on how to obtain a copy of the form of the indenture and form of
supplemental indenture.

         Each series of subordinated debt securities will be direct, unsecured
obligations of Southern Union. The subordinated debt securities will have a
junior position to all of Southern Union's senior debt securities.

         The subordinated debt securities are issued to a trust or the property
trustee of such trust in connection with the issuance of trust securities by
such trust, such subordinated debt securities may be distributed pro rata to the
holders of such trust securities in connection with the dissolution of such
trust upon the occurrence of certain events described in the prospectus
supplement relating to such trust preferred securities.

         The prospectus supplement with respect to the issuance of trust
preferred securities will include a description of the specific terms of the
subordinated debt securities issued to the trust. These terms will include some
or all of the following:

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                                       18

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         o        the title and type of the subordinated debt securities;

         o        the total principal amount and the currency, if other than
                  U. S. dollars, in which such subordinated debt securities are
                  denominated;

         o        the percentage of the principal amount at which the sub-
                  ordinated debt securities will be issued and any payments due
                  if the maturity is accelerated;

         o        the date on which the principal will be payable and the terms
                  on which any such maturity date may be extended;

         o        the interest rate and the interest payment dates;

         o        any optional redemption provisions;

         o        any sinking fund or other provisions that would obligate
                  Southern Union to repurchase or otherwise redeem some or all
                  of the subordinated debt securities;

         o        any changes to or additional events of default or covenants;

         o        any special tax implications of the subordinated debt
                  securities, including provisions for original issue discount
                  securities, if offered;

         o        restrictions on the declaration of dividends on Southern
                  Union's capital stock (other than dividends in such stock) or
                  requiring the maintenance of any asset ratio or the creation
                  or maintenance of reserves; and

         o        the rights, if any, to defer payments of interest on the sub-
                  ordinated debt securities by extending the interest payment
                  period, and the duration of such extensions;

         o        the subordination terms of the subordinated debt securities of
                  such series;

         o        any deletions from, modifications of or additions to the
                  events of default or covenants with respect to such
                  subordinated debt securities, whether or not such events of
                  default or covenants are consistent with the events of default
                  or covenants described in this prospectus; and

         o        any other terms of such subordinated debt securities.

         For a description of the terms of any series of the subordinated debt
securities, you should refer to the applicable prospectus supplement.

         The indenture does not limit the aggregate principal amount of
subordinated debt securities that Southern Union may issue pursuant to that
indenture. The indenture does not contain any provisions that would limit
Southern Union's ability to incur debt. The indenture does not contain any
provisions that protect the holders of the subordinated debt securities in the
event that Southern Union engages in a highly leveraged transaction or other
transaction in connection with a takeover attempt. Such a transaction could
result in a decline in the credit rating of the subordinated debt securities.

         Under the indenture, Southern Union has the ability to issue debt
securities with terms different from any debt securities it has already issued,
without the consent of the holders of any previously issued series of
subordinated debt securities.


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                                       19

<PAGE>

Denominations

         Subordinated debt securities issued to a trust will be issued as
registered securities in denominations and integrals thereof, as will be set
forth in the applicable prospectus supplement.

Subordination

         The subordinated debt securities will be subordinated and junior in
right of payment to the following indebtedness of Southern Union, whether
outstanding on the date of execution of the subordinated debt indenture or
thereafter incurred, created or assumed:

         o        indebtedness of Southern Union for money borrowed by Southern
                  Union or evidenced by securities, debentures (other than the
                  subordinated debt securities), bonds or similar instruments
                  issued by Southern Union, including any of Southern Union's
                  mortgage bonds;

         o        capital lease obligations of Southern Union;

         o        obligations of Southern Union incurred for deferring the
                  purchase price of property, with respect to conditional sales,
                  or under any title retention agreement (but excluding trade
                  accounts payable arising in the ordinary course of business);

         o        obligations of Southern Union with respect to letters of
                  credit, banker's acceptances, security purchase facilities or
                  similar credit transitions; and

         o        all indebtedness of others of the type referred to in the four
                  preceding clauses assumed by or guaranteed in any manner by
                  Southern Union or in effect guaranteed by Southern Union.

Covenants

         Under the indenture, Southern Union will:

         o        pay the principal of, and interest and any premium on, the
                  subordinated debt securities when due;

         o        maintain a place of payment;

         o        deliver a report to the subordinated debt securities trustee
                  at the end of each fiscal year reviewing its obligations under
                  the indenture; and

         o        deposit sufficient funds with any paying agent on or before
                  the due date for any principal, interest or premium.

         For as long as any trust preferred securities are outstanding of either
trust that holds, directly or indirectly through a property trustee of such
trust, any subordinated debt securities, Southern Union will:

         o        directly or indirectly maintain 100% ownership of the common
                  securities of such trust; provided, however, that certain
                  successors that are permitted under the indenture may succeed
                  to Southern Union's ownership of such common securities; and

         o        cause such trust to remain a statutory business trust, except
                  in connection with the distribution of subordinated debt
                  securities to the holders of trust preferred securities in
                  liquidation of such trust, the redemption of all of the trust
                  preferred securities of the trust, or certain mergers,
                  consolidations or amalgamations, each as permitted by the
                  trust agreement; and


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                                       20

<PAGE>

         o        use its reasonable efforts to cause such trust to continue to
                  be classified as a grantor trust for United States federal
                  income tax purposes.

Consolidations, Mergers and Sales

         The indenture provides that Southern Union will not consolidate with or
merge with or into any other entity, or convey, transfer or lease, or permit one
or more of its subsidiaries to convey, transfer or lease, all or substantially
all of their properties and assets on a consolidated basis to any other entity,
unless Southern Union is the surviving corporation or:

         o        such other entity assumes by supplemental indenture all of
                  Southern Union's obligations under the indenture and the sub-
                  ordinated debt securities;

         o        no default or event of default is existing immediately after
                  the transaction;

         o        the surviving entity is a corporation, partnership or trust
                  organized and validly existing under the laws of the United
                  States of America, any state of the United States of America
                  or the District of Columbia; and

         o        certain other conditions are met.

Liens

         Pursuant to the indenture, Southern Union will not, and will not permit
any of its subsidiaries to, create, incur, issue or assume any debt secured by
any lien on any property or assets owned by Southern Union or any of its
subsidiaries, and Southern Union will not, and will not permit any of its
subsidiaries to, create, incur, issue or assume any debt secured by any lien on
any shares of stock or debt of any subsidiary (such shares of stock or debt of
any subsidiary being called "restricted securities"), unless

         o        in the case of new debt which is expressly by its terms
                  subordinate or junior in right of payment to the subordinated
                  debt securities, the subordinated debt securities are secured
                  by a lien on such property or assets that is senior to the new
                  lien with the same relative priority as such subordinated debt
                  has with respect to the subordinated debt securities; or

         o        in the case of liens securing new debt that is ranked equally
                  with the subordinated debt securities, the subordinated debt
                  securities are secured by a lien on such property or assets
                  that is equal and ratable with the new lien, except that any
                  lien securing such subordinated debt securities may be junior
                  to any lien on Southern Union's accounts receivable, inventory
                  and related contract rights securing debt under Southern
                  Union's revolving credit facility.

These restrictions do not prohibit Southern Union from creating any of the
following liens:

         (1)      liens which secure senior indebtedness of Southern Union;

         (2)      any liens on any of Southern Union's property, assets or
                  restricted securities or those of any subsidiary existing as
                  of the date of the issuance by Southern Union of the
                  subordinated debt securities issued, subject to the provisions
                  of paragraph (9) below;

         (3)      liens on any property or assets or restricted securities of
                  any corporation existing at the time such corporation becomes
                  a subsidiary, or arising after such time (a) otherwise than in
                  connection with the borrowing of money arranged after the
                  corporation became a subsidiary and (b) pursuant to
                  contractual commitments entered into prior to and not in
                  contemplation of such corporation becoming a subsidiary;

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<PAGE>

         (4)      liens on any of Southern Union's property, assets or
                  restricted securities or those of any subsidiary existing at
                  the time of acquisition thereof or securing the payment of all
                  or any part of the purchase price or construction cost
                  thereof, or securing any debt incurred prior to, at the time
                  of or within 120 days after, the later of the acquisition of
                  such property, assets or restricted securities or the
                  completion of any such construction, for the purpose of
                  financing all or any part of the purchase price or
                  construction cost;

         (5)      liens on any property or assets to secure all or any part of
                  the cost of development, operation, construction, alteration,
                  repair or improvement of all or any part of such property or
                  assets or to secure debt incurred by Southern Union or any of
                  its subsidiaries prior to, at the time of or within 120 days
                  after, the completion of such development, operation,
                  construction, alteration, repair or improvement, whichever is
                  later, for the purpose of financing all or any related costs;

         (6)      liens in favor of the subordinated debt securities trustee for
                  the benefit of the holders and subsequent holders of the
                  subordinated debt securities securing the subordinated debt
                  securities;

         (7)      liens secured by any of Southern Union's property or assets or
                  those of any subsidiary that comprise no more than 20% of
                  Consolidated Net Tangible Assets (as defined under " --
                  Certain Definitions" below);

         (8)      liens which secure debt owing by a subsidiary to Southern
                  Union or to another subsidiary;

         (9)      any extension, renewal, substitution or replacement in whole
                  or in part, of any of the liens referred to in paragraphs (2)
                  through (8) above or the debt secured by the liens; provided
                  that:

                  (a)      such extension, renewal, substitution or replacement
                           lien will be limited to all or any part of the same
                           property, assets or restricted securities that
                           secured the prior lien plus improvements on such
                           property and plus any other property or assets not
                           then owned by Southern Union or one of its
                           subsidiaries or constituting restricted securities;
                           and

                  (b)      in the case of paragraphs (2) through (4) above, the
                           debt secured by such lien at such time is not
                           increased.

         If Southern Union gives a guarantee that is secured by a lien on any
property or assets or restricted securities, or creates a lien on any property
or assets or restricted securities to secure debt that existed prior to the
creation of such lien, the indenture will deem that Southern Union has created
debt in an amount equal to the principal amount guaranteed or secured by such
lien. The amount of debt secured by liens on property, assets and restricted
securities will be computed without cumulating the indebtedness with any
guarantee or lien securing the same indebtedness.

Election to Defer Payments or Interest

         Southern Union has the right, at any time during the term of
subordinated debt securities, to defer payment of interest by extending the
interest payment period of the subordinated debt securities for up to 20
consecutive quarters. If Southern Union has given notice of its election to
defer payments or interest on subordinated debt securities issued to a trust or
a related subordinated debt securities trustee by extending the interest payment
period as provided in the indenture, then:

         (1)      Southern Union will not, and will cause any subsidiary that is
                  not its wholly-owned subsidiary not to, declare or pay
                  dividends on, or make a distribution with respect to or
                  redeem, purchase or acquire, or make a liquidation payment
                  with respect to, any of Southern Union's capital stock or the
                  capital stock of any such subsidiary; and


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                                       22

<PAGE>

         (2)      Southern Union will not make any payment of interest,
                  principal or premium, on or repay, repurchase or redeem any
                  subordinated debt securities issued by Southern Union that
                  rank equally with or junior to such subordinated debt
                  securities.

The restriction in paragraph (1) above does not apply to any stock dividends
paid by Southern Union, or any of its subsidiaries, where the dividend stock is
the same as the stock on which the dividend is being paid.

Events of Default

         The indenture provides that any one of the following events is an event
of default:

         o        failure to pay any interest due on any subordinated debt
                  security for 10 days;

         o        failure to pay the principal of, or any premium on, any sub-
                  ordinated debt security when due, whether at maturity, by
                  acceleration, upon redemption, by declaration or otherwise;

         o        failure to perform any other covenant or agreement in the
                  indenture, which continues for 60 days after written notice is
                  given to Southern Union by the subordinated debt securities
                  trustee or the holders of at least 25% of the outstanding
                  subordinated debt securities of that series;

         o        failure to pay principal of, or premium on, any indebtedness
                  of Southern Union or any of its subsidiaries in excess of 10%
                  of Southern Union's consolidated net worth (the sum of
                  stockholder's equity, preferred stock and minority interests),
                  provided that (i) the indebtedness has already become due and
                  payable at its stated maturity or (ii) the failure results in
                  the acceleration of the maturity of the indebtedness;

         o        the voluntary or involuntary dissolution, winding-up or
                  termination of the applicable trust, except in connection with
                  the distribution of the related subordinated debt securities
                  to the holders of the common securities and the trust
                  preferred securities in liquidation or redemption of the
                  common securities and trust preferred securities, the
                  redemption of all of the related trust preferred securities or
                  certain mergers, consolidations or amalgamations permitted by
                  the trust agreement;

         o        certain events in any bankruptcy, insolvency or reorganization
                  of Southern Union or its assets; or

         o        any other event of default listed in the supplemental
                  indenture for a series of subordinated debt securities.

         Southern Union is required to file annually with the subordinated debt
securities trustee an officer's certificate as to its compliance with all
conditions and covenants under the indenture. The indenture permits the
subordinated debt securities trustee to withhold notice to the holders of
subordinated debt securities of any default, except in the case of a failure to
pay the principal of (or premium, if any), or interest on, such subordinated
debt securities if the subordinated debt securities trustee considers it in the
interest of the holders of subordinated debt securities to do so.

         If an event of default, other than certain events with respect to
Southern Union's bankruptcy, insolvency and reorganization, or the dissolution,
winding-up or termination of the applicable trust, occurs and is continuing with
respect to the subordinated debt securities, the subordinated debt securities
trustee or the holders of at least 25% in principal amount of the outstanding
subordinated debt securities of that series may declare the outstanding
subordinated debt securities of that series due and payable immediately. If
Southern Union's bankruptcy, insolvency or reorganization, or the dissolution,
winding-up or termination of the applicable trust, causes an event of default
for subordinated debt securities of a particular series, then the principal of
all the outstanding subordinated debt securities of that series, and accrued and
unpaid interest thereon, will automatically be due and payable without any act
on the part of the subordinated debt securities trustee or any holder.


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                                       23

<PAGE>

         If an event of default with respect to a particular series of
subordinated debt securities occurs and is continuing, the subordinated debt
securities trustee will be under no obligation to exercise any of its rights or
powers under the subordinated debt securities indenture at the request or
direction of any of the holders of subordinated debt securities of such series
(other than certain duties listed in the indenture), unless such holders offer
to the subordinated debt securities trustee reasonable indemnity and security
against the costs, expenses and liabilities that might be incurred by the
subordinated debt securities trustee to comply with the holders' request. If
they provide this indemnity to the subordinated debt securities trustee, the
holders of a majority in principal amount of the outstanding subordinated debt
securities of such series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the subordinated
debt securities trustee under the indenture, or exercising any trust or power
given to the subordinated debt securities trustee with respect to the
subordinated debt securities of that series. The subordinated debt securities
trustee may refuse to follow directions in conflict with law or the indenture
that may subject the subordinated debt securities trustee to personal liability
or may be unduly prejudicial to holders not joining in such directions.

         The holders of not less than a majority in principal amount of any
series of the outstanding subordinated debt securities may, on behalf of the
holders of all the subordinated debt securities of such series waive any past
default under indenture with respect to such series and its consequences (other
than defaults resulting from Southern Union's bankruptcy, insolvency or
reorganization, or the dissolution, winding-up or termination of the applicable
trust, which may be waived by the holders of not less than a majority in
principal amount of all securities outstanding under the indenture), except a
default:

         o        in the payment of the principal of (or premium, if any) or
                  interest on any subordinated debt security of any series
                  unless such default has been cured and a sum sufficient to pay
                  all matured installments of interest and principal due
                  otherwise than by acceleration and any subordinated debt
                  securities premium has been deposited with the subordinated
                  debt securities trustee; or

         o        in respect of a covenant or provision that cannot be modified
                  or amended without the consent of the holder of each
                  outstanding subordinated debt security of such series affected
                  by the modification or amendment.

Modification or Waiver

         Southern Union and the subordinated debt securities trustee may modify
and amend the indenture with the consent of the holders of not less than a
majority in principal amount of all outstanding subordinated debt securities or
any series of subordinated debt securities that is affected by such modification
or amendment. The consent of the holder of each outstanding subordinated debt
security of a series is required in order to:

         o        change the stated maturity of the principal of (or premium, if
                  any), or any installment of principal or interest on any sub-
                  ordinated debt security of such series;

         o        reduce the principal amount or the rate of interest on or any
                  additional amounts payable, or any premium payable upon the
                  redemption of such series;

         o        change Southern Union's obligation to pay additional amounts
                  in respect of any subordinated debt security of such series;

         o        reduce the amount of principal of a subordinated debt security
                  that is an original issue discount security and would be due
                  and payable upon a declaration of acceleration of the maturity
                  of that subordinated debt security;

         o        adversely affect any right of repayment at the option of the
                  holder of any subordinated debt security of such series;


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<PAGE>

         o        change the place or currency of payment of principal of, or
                  any premium or interest on, any subordinated debt security of
                  such series;

         o        impair the right to institute suit for the enforcement of any
                  such payment on or after the stated maturity of the
                  subordinated debt security or any redemption date or repayment
                  date for the subordinated debt security;

         o        reduce the percentage of holders of outstanding subordinated
                  debt securities of such series necessary to modify or amend
                  the indenture or to consent to any waiver under the indenture
                  or reduce the requirements for voting or quorum described
                  below;

         o        modify the change of control provisions, if any;

         o        reduce the percentage of outstanding subordinated debt
                  securities of such series necessary to waive any past default;
                  or

         o        modify any of the above requirements.

         Southern Union and the subordinated debt securities trustee may modify
and amend the indenture without the consent of any holder for the following
purposes:

         o        to evidence the succession of another entity to Southern Union
                  as obligor under the indenture;

         o        to add to Southern Union's covenants for the benefit of the
                  holders of all or any series of subordinated debt securities;

         o        to add events of default for the benefit of the holders of all
                  or any series of subordinated debt securities;

         o        to add or change any provisions of the subordinated debt
                  securities indenture to facilitate the issuance of bearer
                  securities;

         o        to change or eliminate any provisions of the indenture but
                  only if any such change or elimination will become effective
                  only when there are no outstanding subordinated debt
                  securities of any series created prior to the change or
                  elimination that is entitled to the benefit of such provision;

         o        to establish the form or terms of subordinated debt securities
                  of any other series;

         o        secure the subordinated debt securities;

         o        to provide for the acceptance of appointment by a successor
                  trustee or facilitate the administration of the trust under
                  the indenture by more than one trustee; and

         o        to change the indenture with respect to the authentication and
                  delivery of additional series of subordinated debt securities,
                  in order to cure any ambiguity, defect or inconsistency in the
                  indenture, but only if such action does not adversely affect
                  the interest of holders of subordinated debt securities of any
                  series in any material respect.

         The indenture contains provisions for convening meetings of the holders
of subordinated debt securities of a series if subordinated debt securities of
that series are issuable as bearer securities. A meeting may be called at any
time by the subordinated debt securities trustee, by Southern Union or by the
holders of at least 10% in principal amount of the subordinated debt securities
of such series outstanding. In any case, notice must be given as provided in the
indenture. Any resolution presented at a meeting or duly reconvened adjourned
meeting at which a quorum is present

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                                       25

<PAGE>

may be adopted by the affirmative vote of the holders of a majority in principal
amount of the subordinated debt securities of that series, except for any
consent that must be given by the holder of each subordinated debt security
affected, as described above in this section. Any resolution passed or decision
made in accordance with the indenture at any duly held meeting of holders of
subordinated debt securities of that series will be binding on all holders of
the subordinated debt securities of that series. The quorum at any meeting
called to adopt a resolution, and at any reconvened meeting, will consist of
persons entitled to vote a majority in principal amount of the subordinated debt
securities of a series outstanding, unless a specified percentage in principal
amount of the subordinated debt securities of a series outstanding is required
for the consent or waiver, then the persons entitled to vote such specified
percentage in principal amount of the outstanding subordinated debt securities
of such series will constitute a quorum. However, if any action is to be taken
at a meeting of holders of subordinated debt securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that the indenture expressly provides may be made, given
or taken by the holders of a specified percentage in principal amount of all
outstanding subordinated debt securities affected, or of the holders of such
series of subordinated debt securities and one or more additional series, then:

         o        there will be no minimum quorum requirement for such meeting;
                  and

         o        the principal amount of the outstanding subordinated debt
                  securities of such series that vote in favor of such request,
                  demand, authorization, direction, notice, consent, waiver or
                  other action will be taken into account in determining whether
                  such request, demand, authorization, direction, notice,
                  consent, waiver or other action has been made, given or taken
                  under the indenture.

Defeasance and Covenant Defeasance

         Southern Union may elect either (i) to defease and be discharged from
any and all obligations with respect to the subordinated debt securities (except
as otherwise provided in the indenture) ("defeasance") or (ii) to be released
from its obligations with respect to certain covenants that are described in the
Indenture ("covenant defeasance"), upon the deposit with the subordinated debt
securities trustee, in trust for such purpose, of money and/or specified
government obligations that through the payment of principal, premium, if any,
and interest in accordance with their terms will provide money in an amount
sufficient, without reinvestment, to pay the principal of, premium, if any, and
interest on the subordinated debt securities of such series to maturity or
redemption, as the case may be, and any mandatory sinking fund or analogous
payments thereon. As a condition to defeasance or covenant defeasance, Southern
Union must deliver to the subordinated debt securities trustee an opinion of
counsel to the effect that the holders of the subordinated debt securities of
such series will not recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance or covenant defeasance and
will be subject to United States federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred. Such opinion of counsel, in the case of
defeasance under clause (i) above, must refer to and be based upon a ruling of
the Internal Revenue Service or a change in applicable United States federal
income tax law occurring after the date of the applicable prospectus supplement.

         Southern Union may exercise its defeasance option with respect to the
subordinated debt securities of any series notwithstanding its prior exercise of
its covenant defeasance option. If Southern Union exercises its defeasance
option, payment of the subordinated debt securities of such series may not be
accelerated because of an event of default. If Southern Union exercises its
covenant defeasance option, payment of the subordinated debt securities of such
series may not be accelerated by reference to any covenant from which Southern
Union is released as described under clause (ii) above. However, if acceleration
were to occur for other reasons, the realizable value at the acceleration date
of the money and government obligations in the defeasance trust could be less
than the principal and interest then due on the subordinated debt securities of
such series, in that the required deposit in the defeasance trust is based upon
scheduled cash flow rather than market value, which will vary depending upon
interest rates and other factors.


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<PAGE>

Financial Information

         While any of the subordinated debt securities are outstanding, Southern
Union will file with the SEC, to the extent permitted under the Exchange Act,
the annual reports, quarterly reports and other documents otherwise required to
be filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act
even if Southern Union stops being subject to those sections, and Southern Union
will also provide to all holders and file with the trustees copies of such
reports and documents within 15 days after filing them with the SEC or, if its
filing such reports and documents with the SEC is not permitted under the
Exchange Act, within 15 days after Southern Union would have been required to
file such reports and documents if permitted, in each case at Southern Union's
cost.

Payment, Registration and Transfer

         Unless Southern Union specifies otherwise in a prospectus supplement,
it will pay principal, interest and any premium on the subordinated debt
securities, and they may be surrendered for payment or transferred, at the
offices of the subordinated debt securities trustee. Southern Union will make
payment on registered subordinated debt securities by checks mailed to the
persons in whose names the subordinated debt securities are registered or by
transfer to an account maintained by the registered holder on days specified in
the indenture or any prospectus supplement. If Southern Union makes subordinated
debt securities payments in other forms, we will specify the form and place in a
prospectus supplement.

         Southern Union will maintain a corporate trust office of the trustee or
another office or agency for the purpose of transferring or exchanging fully
registered subordinated debt securities, without the payment of any service
charge except for any tax or governmental charge.

         The subordinated debt securities issued to a trust or the property
trustee of such trust will be issued as registered subordinated debt securities.
Registered subordinated debt securities will be securities recorded in the
securities register kept at the corporate office of the subordinated debt
securities trustee for the trust that issued that series of securities.
Registered subordinated debt securities will be exchangeable for other
registered subordinated debt securities of the same series and of a like
aggregate principal amount and tenor in different authorized denominations.

         In the event of any redemption of subordinated debt securities,
Southern Union will not be required to:

         o        issue, register the transfer of or exchange subordinated debt
                  securities of any series during a period beginning at the
                  opening of business 15 days before any selection of subordi-
                  nated debt securities of that series to be redeemed and ending
                  at the close of business on (a) the day of mailing of the
                  relevant notice of redemption if subordinated debt securities
                  of the series are issuable only as registered subordinated
                  debt securities, (b) the day of mailing of the relevant notice
                  of redemption if the subordinated debt securities of the
                  series are also issuable as registered subordinated debt
                  securities and there is no publication, and (c) the day of the
                  first publication of the relevant notice of redemption if the
                  subordinated debt securities are issuable as bearer
                  securities;

         o        register the transfer of or exchange any registered security,
                  or portion thereof, called for redemption, except the
                  unredeemed portion of any registered security being redeemed
                  in part;

         o        issue, register the transfer of or exchange any subordinated
                  debt securities that have been surrendered for repayment at
                  the option of the holder, except any portion not to be repaid.

         If the subordinated debt securities are distributed to the holders of
the related trust preferred securities, the subordinated debt securities may be
represented by one or more global certificates registered in the name of Cede &
Co., as the nominee of DTC. The depository arrangements for such subordinated
debt securities are expected to be substantially similar to those in effect for
the trust preferred securities. For a description of DTC and the terms of the
depository arrangements relating to payments, transfer, voting rights,
redemptions and other notices and other matters, see "Description of the Trust
Preferred Securities - Book-Entry Only Issuance - The Depositary Trust Company."

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

                                       27

<PAGE>

Governing Law

         The subordinated debt securities and the indenture will be governed by,
and interpreted in accordance with, the laws of the State of New York.

Information Concerning the Subordinated Debt Securities Trustee

         Prior to the occurrence of a default with respect to the indenture and
after the curing or waiving of all events of default with respect to the
indenture, the subordinated debt securities trustee undertakes to perform only
those duties as are specifically set forth in the indenture. In case an event of
default has occurred and has not been cured or waived, the trustee will exercise
the same degree of care and skill as a prudent individual would exercise or use
in the conduct of his or her own affairs. Subject to these provisions, the
subordinated debt securities trustee is under no obligation to exercise any of
the powers vested in it by the indenture at the request of any holder of
subordinated debt securities unless it is offered reasonable indemnity against
the costs, expenses and liabilities which might be incurred through the exercise
of those powers.

         Southern Union and certain of its affiliates may, from time to time,
maintain a banking relationship with the subordinated debt securities trustee.

Miscellaneous

         Southern Union will have the right at all times to assign any of its
rights or obligations under the Southern Union indenture to one of its direct or
indirect wholly-owned subsidiaries. In the event of such an assignment, Southern
Union will remain liable for all of its obligations. The indenture otherwise
will be binding upon and exist for the benefit of the parties to the
subordinated debt securities indenture and their successors and assigns. The
indenture provides that it may not otherwise be assigned by the parties thereto.

                              PLAN OF DISTRIBUTION

         Southern Union may cause the trusts to sell the trust preferred
securities to or through underwriters or dealers, directly to purchasers, or
through agents. The prospectus supplement with respect to any offering of trust
preferred securities will set forth:

         o        the terms of the offering of the securities, including the
                  name or names of any underwriters, dealers or agents;

         o        the purchase price of the securities and the proceeds to
                  Southern Union and the applicable trust;

         o        any underwriting discounts and commissions or agency fees and
                  other items constituting underwriters' or agents'
                  compensation;

         o        any initial public offering prices;

         o        any discounts or concessions allowed or reallowed or paid to
                  dealers; and

         o        any securities exchange on which the offered securities may be
                  listed.

         Any initial public offering price, discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.

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

                                       28

<PAGE>

         We may designate agents to solicit offers to purchase the trust
preferred securities.

         o        We will name any agent involved in offering or selling our
                  securities, and any commissions that we will pay to the agent,
                  in our prospectus supplement.

         o        Unless we indicate otherwise in our prospectus supplement, our
                  agents will act on a best efforts basis for the period of
                  their appointment.

         o        Our agents may be deemed to be underwriters under the
                  Securities Act of 1933 of any of the trust preferred
                  securities that they offer or sell.

         We may use one or more underwriters in the offer or sale of the trust
preferred securities.

         o        If we use an underwriter, we will execute an underwriting
                  agreement with the underwriter(s) at the time that we reach an
                  agreement for the sale of such securities.

         o        We will include the names of the managing underwriter(s), as
                  well as any other underwriters, and the terms of the
                  transaction, including the compensation the underwriters and
                  dealers will receive, in our prospectus supplement.

         o        The underwriters will use our prospectus supplement to sell
                  such securities.

         We may use a dealer to sell the trust preferred securities.

         o        If we use a dealer, we, as principal, will sell such
                  securities to the dealer.

         o        The dealer will then sell such securities to the public at
                  varying prices that the dealer will determine at the time it
                  sells our securities.

         o        We will include the name of the dealer and the terms of our
                  transactions with the dealer in our prospectus supplement.

         We may directly solicit offers to purchase the trust preferred
securities, and we may directly sell the trust preferred securities to
institutional or other investors. We will describe the terms of our direct sales
in our prospectus supplement.

         We may indemnify agents, underwriters, and dealers against certain
liabilities, including liabilities under the Securities Act, or as to
contribution with respect to payments that such agents, dealers or underwriters
may be required to make in connection with those liabilities. Our agents,
underwriters, and dealers, or their affiliates, may be customers of, engage in
transactions with or perform services for us, in the ordinary course of
business.

         We may authorize our agents and underwriters to solicit offers by
certain institutions to purchase the trust preferred securities at the public
offering price under delayed delivery contracts.

         o        If we use delayed delivery contracts, we will disclose that we
                  are using them in the prospectus supplement and will tell you
                  when we will demand payment and delivery of the securities
                  under the delayed delivery contracts.

         o        These delayed delivery contracts will be subject only to the
                  conditions that we set forth in the prospectus supplement.

         o        We will indicate in our prospectus supplement the commission
                  that underwriters and agents soliciting

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

                                       29

<PAGE>

                  purchases of our securities under delayed delivery contracts
                  will be entitled to receive.


         Each series of trust preferred securities offered will be a new issue
of securities and will have no established trading market. Any underwriters to
whom the securities are sold for public offering and sale may make a market in
the securities, but will not be obligated to do so and may discontinue any
market making at any time without notice. The securities offered may or may not
be listed on a national securities exchange. No assurance can be given that
there will be a market for the securities.

                                  LEGAL MATTERS

         Unless stated otherwise in the applicable prospectus supplement, the
validity of the securities offered hereby will be passed upon for us by
Fleischman and Walsh, L.L.P., Washington, D.C., and for the underwriters by
Hughes Hubbard & Reed LLP, New York, New York. Aaron I. Fleischman, Senior
Partner of Fleischman and Walsh, L.L.P., is a director of Southern Union. Mr.
Fleischman, Fleischman and Walsh, L.L.P., and other attorneys in that firm
beneficially own shares of common stock that, in the aggregate, represent less
than two percent (2%) of the outstanding shares of common stock of Southern
Union. Certain United States federal income taxation matters will be passed upon
for Southern Union, Southern Union Financing II and Southern Union Financing III
by Hughes Hubbard & Reed LLP. Hughes Hubbard & Reed LLP performs other legal
services for us and our affiliates from time to time.

                                     EXPERTS

         The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K for the year ended June 30, 2001,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.




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

                                       30

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.*


Securities and Exchange Commission Filing Fee......................... $  50,000
Rating Agency Fees....................................................    50,000
Blue Sky Fees and Expenses............................................    15,000
Trustee's Expenses....................................................     5,000
Printing and Engraving Fees...........................................    35,000
Accounting Fees and Expenses..........................................    30,000
Legal Fees and Expenses...............................................   150,000
Miscellaneous.........................................................    25,000
                                                                       ---------
Total                                                                  $ 360,000
                                                                       =========



-----------------
* All fees and expenses other than SEC Registration Fee are estimated.

Item 15.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify its directors and officers, subject to certain
limitations. Southern Union's Bylaws require Southern Union to indemnify its
respective directors and officers to the fullest extent permitted by law.

Article TWELFTH of the Restated Certificate of Incorporation of Southern Union
eliminates personal liability of directors to the fullest extent permitted by
Delaware law. Section 145 of the Delaware General Corporation Law provides that
a Delaware corporation may indemnify any person against expenses, fines and
settlements actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or proceeding in which he
is involved by reason of the fact that he is or was a director, officer,
employee or agent of such corporation, provided that (i) he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and (ii) with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. If
the action or suit is by or in the name of the corporation, the corporation may
indemnify any such person against expenses actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation, unless and only to the extent that
the Delaware Court of Chancery or the court in which the action or suit is
brought determines upon application that, despite the adjudication of liability
but in light of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expense as the court deems proper.

         The directors and officers of Southern Union are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, as amended (the "Securities Act"),
which might be incurred by them in such capacities and against which they cannot
be indemnified by Southern Union. Southern Union has entered into an
Indemnification Agreement with each member of its Board of Directors. The
Indemnification Agreement provides the Directors with the contractual right to
indemnification for any acts taken in their capacity as a director of Southern
Union to the fullest extent permitted under Delaware law.

         Under each trust agreement, no Trustee, affiliate of a Trustee,
officer, director, shareholder, member, partner, employee, representative or
agent of the Trustee, or any employee or agent of the Trust or its affiliates
(each, an "Indemnified Person") shall be liable, responsible or accountable in
damages or otherwise to the Trust or to any officer,



<PAGE>

director, shareholder, member, partner, employee, representative or agent of
either the Trust or the Trust's affiliates or to any holder of Trust Common
Securities or Trust Preferred Securities (each, a "Covered Person") for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred upon such Indemnified Person by the trust agreement or by law, except
that an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (or, in the
case of the Property Trustee, negligence) or willful misconduct with respect to
such acts or omissions.

         Any agents, dealers or underwriters who execute any of the agreements
filed as Exhibit 1.1 to this registration statement will agree to indemnify
Southern Union's directors and their officers who signed the registration
statement against certain liabilities that may arise under the Securities Act
with respect to information furnished to Southern Union by or on behalf of any
such indemnifying party.

Item 16.  Exhibits.

         Exhibits identified in parentheses below are on file with the SEC and
are incorporated herein by reference to such previous filings. All other
exhibits are provided as part of this electronic transmission.

(1)    Underwriting Agreement
1.1    Form of Underwriting Agreement for offering trust preferred securities.*

(4)    Instruments Defining the Rights of Security Holders, Including Indentures
4.1    - Form of Subordinated Debt Securities Indenture between Southern Union
       Company and JP Morgan Chase Bank (as successor to The Chase Manhattan
       Bank, N.A.), as Trustee.  (Filed as Exhibit 4-G to Southern Union's
       Registration Statement on Form S-3 (No. 33-58297) and incorporated herein
       by reference).
4.2    - Certificate of Trust of Southern Union Financing II (previously filed
       as Exhibit 4-B to Southern Union's Registration Statement on Form S-3
       (No. 33-58297) and incorporated herein by reference).
4.3    - Certificate of Trust of Southern Union Financing III (previously filed
       as Exhibit 4-C to Southern Union's Registration Statement on Form S-3
       (No. 33-58297) and incorporated herein by reference).
4.4    - Form of Trust Agreement (Amended and Restated Declaration of Trust) of
       Southern Union Financing II. *
4.5    - Form of Trust Agreement (Amended and Restated Declaration of Trust) of
       Southern Union Financing III. *
4.6    - Forms of Supplemental Indenture to Subordinated Debt Securities
       Indenture Trust issued in connection with Southern Union Financing II and
       Southern Union Financing III Trust Preferred Securities. *
4.7   - Form of Subordinated Debt Security (included in Exhibit 4.6).
4.8   - Form of Trust Preferred Security for Southern Union Financing II
      (included in Exhibit 4.4). 4.9 - Form of Trust Preferred Security for
      Southern Union Financing III (included in Exhibit 4.5).
4.10  - Form of Guarantee with respect to Trust Preferred Securities. *

(5)    Opinion re Legality
5.1    - Opinion of Fleischman and Walsh, L.L.P., including the consent of such
       firm.*

(8)    Opinion re Tax Matters
8.1    - Opinion of Hughes Hubbard & Reed LLP as to certain federal income
       taxation matters, including the consent of such firm.*

(12)   Statements re Computation of Ratios
12.1   - Computation of Ratio of Earnings to Fixed Charges of Southern Union
       Company.
12.2   - Computation of Pro Forma Ratio of Earnings to Fixed Charges of Southern
       Union Company.

(23)   Consents of Experts and Counsel
23.1   - Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23.2   - Consent of Fleischman and Walsh, L.L.P. will be contained in the
       opinion of counsel filed as Exhibit 5.1.
23.3   - Consent of Hughes Hubbard & Reed LLP will be contained in the opinion
       of counsel filed as Exhibit 8.1.



<PAGE>

(24)   Powers of Attorney
24.1   - Power of Attorney of the Directors of Southern Union Company.
24.2   - Powers of Attorney for Southern Union Financing II and Southern Union
       Financing III are included in Exhibits 4.12 and 4.13.

(25)   Statements of Eligibility of Trustees
25.1   - Statement of Eligibility under the Trust Indenture Act of 1939, as
       amended, of JP Morgan Chase Bank, as Trustee under the Subordinated Debt
       Securities Indenture.
25.2   - Statement of Eligibility under the Trust Indenture Act of 1939, as
       amended, of Wilmington Trust Company, as Trustee under the Trust
       Agreement (Amended and Restated Declaration of Trust) of Southern Union
       Financing II.
25.3   - Statement of Eligibility under the Trust Indenture Act of 1939, as
       amended, of Wilmington Trust Company, as Trustee under the Trust
       Agreement (Amended and Restated Declaration of Trust) of Southern Union
       Financing III.
25.4   - Statement of Eligibility under the Trust Indenture Act of 1939, as
       amended, of Wilmington Trust Company, as Trustee of the trust guarantees
       of Southern Union for the benefit of the holders of trust preferred
       securities of Southern Union Financing II.
25.5   - Statement of Eligibility under the Trust Indenture Act of 1939, as
       amended, of Wilmington Trust Company, as Trustee of the trust guarantees
       of Southern Union for the benefit of the holders of trust preferred
       securities of Southern Union Financing III.


------------------
* To be filed by amendment or by Issuer as part of a current report on Form 8-K.

Item 17.  Undertaking.

       Each of the Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of Southern
Union's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

       Each of the Registrants hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a
       post-effective amendment to this Registration Statement:




<PAGE>

         (i)   To include any prospectus required by Section 10(a)(3)of the
               Securities Act.

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) that, individually or in
               the aggregate, represent a fundamental change in the information
               set forth in the Registration Statement. Notwithstanding the
               foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the Commission
               pursuant to Rule 424(b) if, in the aggregate, the changes in
               volume and price represent no more than 20 percent change in the
               maximum aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration statement.

         (iii) To include any material information with respect to the Plan of
               Distribution not previously disclosed in the Registration State-
               ment or any material change to such information in the Registra-
               tion Statement.

(2)    That, for the purpose of determining any liability under the Securities
       Act, each such post-effective amendment shall be deemed to be a new
       registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of
       the securities being registered which remain unsold at the termination of
       the offering.

       Each of the Registrants hereby undertakes that:

(1)    For purposes of determining any liability under the Securities Act, the
       information omitted from the form of prospectus filed as part of this
       registration statement in reliance upon Rule 430A and contained in the
       form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
       (4) or 497(h) under the Securities Act shall be deemed to be part of the
       registration statement as of the time it was declared effective.

(2)    For the purposes of determining any liability under the Securities Act,
       each post-effective amendment that contains a form of prospectus shall be
       deemed to be a new registration statement relating to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.





<PAGE>

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, Southern
Union Company certifies that it has reasonable grounds to believe that it meets
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on December 6, 2001.


                                        SOUTHERN UNION COMPANY


                                        By DAVID J. KVAPIL
                                           -----------------------------------
                                           David J. Kvapil
                                           Executive Vice President and Chief
                                             Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 6, 2001.

          Signature/Name                   Title
          --------------                   -----

GEORGE L. LINDEMANN*                       Chairman of the Board,
                                           Chief Executive Officer and Director

THOMAS F. KARAM*                           President and Chief Operating
                                           Officer, Director

JOHN E. BRENNAN*                           Director

FRANK W. DENIUS*                           Director

AARON I. FLEISCHMAN*                       Director

KURT A. GITTER, M.D.*                      Director

ADAM M. LINDEMANN*                         Director

ROGER J. PEARSON*                          Director

GEORGE ROUNTREE, III*                      Director

RONALD W. SIMMS*                           Director

DAN K. WASSONG*                            Director

DAVID J. KVAPIL
-----------------------------              Executive Vice President and Chief
David J. Kvapil                            Chief Financial Officer
                                           (Principal Accounting Officer)
* by David J. Kvapil
     ---------------
     Attorney-in-fact



<PAGE>

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, each of
Southern Union Financing Trust II and Southern Union Financing Trust III
certifies that it has reasonable grounds to believe that they meet the
requirements for filing on Form S-3 and have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on December 6, 2001.

                                         SOUTHERN UNION FINANCING II

                                         By  DAVID J. KVAPIL
                                             ---------------
                                             David J. Kvapil
                                             Trustee

                                         By  DENNIS K. MORGAN
                                             ----------------
                                             Dennis K. Morgan
                                             Trustee

                                         SOUTHERN UNION FINANCING III

                                         By  DAVID J. KVAPIL
                                             ---------------
                                             David J. Kvapil
                                             Trustee

                                         By  DENNIS K. MORGAN
                                             ----------------
                                             Dennis K. Morgan
                                             Trustee




<PAGE>

                                  EXHIBIT INDEX

(1)  Underwriting Agreement
1.1  - Form of Underwriting Agreement for offering trust preferred securities.*

(4)  Instruments Defining the Rights of Security Holders, Including Indentures
4.1  - Form of Subordinated Debt Securities Indenture between Southern Union
     Company and JP Morgan Chase Bank (as successor to The Chase Manhattan Bank,
     N.A.), as Trustee.  (Filed as Exhibit 4-G to Southern Union's Registration
     Statement on Form S-3 (No. 33-58297) and incorporated herein by reference).
4.2  - Certificate of Trust of Southern Union Financing II (previously filed as
     Exhibit 4-B to Southern Union's Registration Statement on Form S-3 (No.
     33-58297) and incorporated herein by reference).
4.3  - Certificate of Trust of Southern Union Financing III (previously filed as
     Exhibit 4-C to Southern Union's Registration Statement on Form S-3 (No.
     33-58297) and incorporated herein by reference).
4.4  - Form of Trust Agreement (Amended and Restated Declaration of Trust) of
     Southern Union Financing II. *
4.5  - Form of Trust Agreement (Amended and Restated Declaration of Trust) of
     Southern Union Financing III. *
4.6  - Forms of Supplemental Indenture to Subordinated Debt Securities Indenture
     Trust issued in connection with Southern Union Financing II and Southern
     Union Financing III Trust Preferred Securities. *
4.7  - Form of Subordinated Debt Security (included in Exhibit 4.6).
4.8  - Form of Trust Preferred Security for Southern Union Financing II
     (included in Exhibit 4.4).
4.9  - Form of Trust Preferred Security for Southern Union Financing III
     (included in Exhibit 4.5).
4.10 - Form of Guarantee with respect to Trust Preferred Securities. *

(5)  Opinion re Legality
5.1  - Opinion of Fleischman and Walsh, L.L.P., including the consent of such
     firm.*

(8)  Opinion re Tax Matters
8.1  - Opinion of Hughes Hubbard & Reed LLP as to certain federal income
     taxation matters, including the consent of such firm.*

(12) Statements re Computation of Ratios
12.1 - Computation of Ratio of Earnings to Fixed Charges of Southern Union
     Company.
12.2 - Computation of Pro Forma Ratio of Earnings to Fixed Charges of Southern
     Union Company.

(23) Consents of Experts and Counsel
23.1 - Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23.2 - Consent of Fleischman and Walsh, L.L.P. will be contained in the opinion
     of counsel filed as Exhibit 5.1.
23.3 - Consent of Hughes Hubbard & Reed LLP will be contained in the opinion of
     counsel filed as Exhibit 8.1.

(24) Powers of Attorney
24.1 - Power of Attorney of the Directors of Southern Union Company.
24.2 - Powers of Attorney for Southern Union Financing II and Southern Union
     Financing III are included in Exhibits 4.12 and 4.13.

(25) Statements of Eligibility of Trustees
25.1 - Statement of Eligibility under the Trust Indenture Act of 1939, as
     amended, of JP Morgan Chase Bank, as Trustee under the Subordinated Debt
     Securities Indenture.
25.2 - Statement of Eligibility under the Trust Indenture Act of 1939, as
     amended, of Wilmington Trust Company, as Trustee under the Trust Agreement
     (Amended and Restated Declaration of Trust) of Southern Union Financing II.
25.3 - Statement of Eligibility under the Trust Indenture Act of 1939, as
     amended, of Wilmington Trust Company, as Trustee under the Trust Agreement
     (Amended and Restated Declaration of Trust) of Southern Union Financing
     III.
25.4 - Statement of Eligibility under the Trust Indenture Act of 1939, as
     amended, of Wilmington Trust Company, as Trustee of the trust guarantees of
     Southern Union for the benefit of the holders of trust preferred securities
     of Southern Union Financing II.
25.5 - Statement of Eligibility under the Trust Indenture Act of 1939, as
     amended, of Wilmington Trust Company, as Trustee of the trust guarantees of
     Southern Union for the benefit of the holders of trust preferred securities
     of Southern Union Financing III.



<PAGE>

                                                                    EXHIBIT 12.1


                       RATIO OF EARNINGS TO FIXED CHARGES



                 Three Months Ended                   Year Ended June 30,
                                    --------------------------------------------
                 September 30, 2001   2001      2000     1999     1998     1997
                 ------------------ --------  -------  -------  -------  -------
                                              (dollars in thousands)

EARNINGS:

Consolidated
 pre-tax in-
 come(loss)
 from con-
 tinuing
 operations....       $(46,979)     $ 96,683  $19,434  $17,554  $20,213  $31,405

Interest.......         29,529       112,999   60,972   45,479   44,364   42,945
Net amortiza-
 tion of debt
 discount and
 premium and
 issuance
 expense.......            868         3,739    1,242      965    1,029    1,122
Interest por-
 tion of rental
 expense.......            963         3,851    3,863    2,876    2,252    2,528
                      --------      --------  -------  -------  -------  -------

  Earnings
   (loss)......       $(15,619)     $217,272  $85,511  $66,874  $67,858  $78,000
                      ========      ========  =======  =======  =======  =======

FIXED CHARGES:

Interest.......       $ 29,529      $112,999  $60,972  $45,479  $44,364  $42,945
Net amortiza-
 tion of debt
 discount and
 premium and
 issuance
 expense.......            868         3,739    1,242      965    1,029    1,122
Interest por-
 tion of rental
 expense.......            963         3,851    3,863    2,876    2,252    2,528
                      --------      --------  -------  -------  -------  -------

  Fixed
   charges.....       $31, 360      $120,589  $66,077  $49,320  $47,645  $46,595
                      ========      ========  =======  =======  =======  =======

Ratio of earn-
 ings to fixed
 charges.......          -    (a)       1.80     1.29     1.36     1.42     1.67
                      ========      ========  =======  =======  =======  =======


(a)   The earnings were inadequate to cover fixed charges by approximately $47.0
      million for the three-month period ended September 30, 2001. The
      three-month period ended September 30, 2001 was impacted by a pre-tax
      charge for business restructuring of approximately $32.7 million. Due to
      the seasonal nature of the gas utility business, the three-month period
      ending September 30 is typically a loss period.



<PAGE>

                                                                    EXHIBIT 12.2


                  PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES




                                                                   Pro Forma (a)
                                                                   -------------
                                                                      Year Ended
                                                                   June 30, 2001
                                                                   -------------
                                                                    (dollars in
                                                                     thousands)

EARNINGS:

Consolidated pre-tax earnings from continuing operations........      $ 69,306
Interest........................................................       126,499

Net amortization of debt discount and premium and issuance
  expense..................... .................................         3,739
Interest portion of rental expense..............................         3,851
                                                                      --------

Earnings........................................................      $203,395
                                                                      ========

FIXED CHARGES:

Interest........................................................      $126,499

Net amortization of debt discount and premium and issuance
  expense.......................................................         3,739

Interest portion of rental expense..............................         3,851
                                                                      --------
     Fixed charges..............................................      $134,089
                                                                      ========

Ratio of earnings to fixed charges...............................         1.52
                                                                      ========




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

(a)  This pro forma ratio gives effect as of the beginning of the period
     presented to the acquisitions of ProvEnergy, Valley Resources and Fall
     River Gas, which were primarily financed through a term note. These
     acquisitions were assumed to occur as of the beginning of the period
     presented, as reflected on the Unaudited Pro Forma Combined Condensed
     Statement of Operations.





<PAGE>

                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Southern Union Company ("Southern Union") of our report
dated August 7, 2001, except for Note IX as to which the date is September 19,
2001 relating to the consolidated financial statements, which appears in
Southern Union's Annual Report on Form 10-K for the year ended June 30, 2001. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.



                                      PRICEWATERHOUSECOOPERS LLP




Austin, Texas
December 3, 2001







<PAGE>

                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas F. Karam, Dennis K. Morgan and David J.
Kvapil, acting individually or together, as such person's true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution and
revocation, to act in any capacity for such person and in such person's name,
place, and stead in executing a Registration Statement on Form S-3 (with respect
to the issuance of subordinated debt securities to, and guarantees of trust
preferred securities issued by, Southern Union Financing II and Southern Union
Financing III) and any amendments thereto, and filing said Registration
Statement, together with all exhibits thereto and any other documents connected
therewith, with the Securities and Exchange Commission for the purpose of
registering debt securities of Southern Union Company.


Dated: November 14, 2001



JOHN E. BRENNAN                                      GEORGE L. LINDEMANN
---------------                                      -------------------
John E. Brennan                                      George L. Lindemann


FRANK W. DENIUS                                      ROGER J. PEARSON
---------------                                      ----------------
Frank W. Denius                                      Roger J. Pearson


AARON I. FLEISCHMAN                                  GEORGE ROUNTREE, III
-------------------                                  --------------------
Aaron I. Fleischman                                  George Rountree, III


KURT A. GITTER                                       RONALD W. SIMMS
--------------                                       ---------------
Kurt A. Gitter                                       Ronald W. Simms


THOMAS F. KARAM                                      DAN K. WASSONG
---------------                                      --------------
Thomas F. Karam                                      Dan K. Wassong


ADAM M. LINDEMANN
Adam M. Lindemann













<PAGE>

                                                                    Exhibit 25.1
       -------------------------------------------------------------------

                       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) ________
                    ----------------------------------------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  --------------------------------------------
                             Southern Union Company
               (Exact name of obligor as specified in its charter)

Texas                                                                 75-0571592
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)

504 Lavaca Street
Austin, Texas                                                              78701
(Address of principal executive offices)                              (Zip Code)

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

                          Subordinated Debt Securities
                       (Title of the indenture securities)

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


<PAGE>


                                     GENERAL


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.

              New York State Banking Department, State House, Albany, New York
              12110.

              Board of Governors of the Federal Reserve System, Washington,
              D.C., 20551

              Federal Reserve Bank of New York, District No. 2, 33 Liberty
              Street, New York, N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


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

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
         describe each such affiliation.

         None.




<PAGE>

Item 16.          List of Exhibits

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

           1.  A copy of  the Restated Organization Certificate of the Trustee
and the Certificate of Amendment dated November 9, 2001.

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4.  A copy of the existing By-Laws of the Trustee.

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in con-
nection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

         7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

         8.  Not applicable.

         9.  Not applicable.

                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
JPMorgan Chase Bank, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City of New
York and State of New York, on the 29th day of November, 2001.


                                      JPMORGAN CHASE BANK


                                      By /s/Philbert G. Jones
                                         ----------------------------
                                         Philbert G. Jones
                                         Assistant Vice President


<PAGE>

                               State of New York,
                               Banking Department


        I, MANUEL KURSKY, Deputy Superintendent of Bank of The State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF THE CHASE MANHATTAN BANK Under Section 8007 of the Banking Law,"
dated Marth 25, 1997, providing for the restatement, without making any amend-
ment or change, of the text of the Organization Certificate with its previous
amendments in a single certificate.









WITNESS, my hand and official seal of the Banking Department of the City of New
York, this 8th day of May in the Year of our Lord one thousand nine hundred and
           ---        ---
ninety-seven.


                                             /s/ MANUEL KURSKY
                                             -----------------
                                                 Manuel Kursky
                                                 Deputy Superintendent of Banks

<PAGE>

                                    RESTATED

                            ORGANIZATION CERTIFICATE

                                       OF

                            THE CHASE MANHATTAN BANK

                 Under Section 8007 of the New York Banking Law


          WE, WALTER V. SHIPLEY and ANTHONY J. HORAN, being respectively, the
Chairman of the Board and the Secretary of THE CHASE MANHATTAN BANK, a New York
banking organization, do hereby certify as follows:

          1.    The name of the Corporation is The Chase Manhattan Bank.  The
Corporation was formed under the name Chemical Bank.

          2.    The Organization Certificate of The Chase Manhattan Bank was
filed by the Superintendent of Banks of the State of New York on November 26,
1968.

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

          FIRST:  The name by whice the Corporation is to be known is THE CHASE
MANHATTAN BANK.

          SECOND:  The principal office of the Corporation is to be located in
New York, New York.

          THIRD:  The amount of authorized stock which the Corporation is here-
after to have is $1,335,000,000 and the number of shares into which such capital
stock is to be divided is 125,000,000 shares consisting of 110,000,000 shares of
Common Stock, par value $12 per share, and 15,000,000 shares of Preferred Stock,
par value $1 per share, which shall be issued in one or more classes or series
having such designations, relative rights, preferences or limitations as fixed
by the Board of Directors of the Corporation at the time of issuance of any such
Preferred Stock.

          FOURTH:  The number of directors of the Corporation shall be not less
than seven nor more than twenty-five.

          FIFTH:  The Corporation is to exercise the powers conferred by Section
100 of the banking laws of the State of New York.

          4.    This restated organization certificate was approved by a
resolution adopted by the Board of Directors of the Corporation on July 16,
1996.

<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed this restated
organization certificate this 25th day of March, 1997.



                                        /s/ WALTER V. SHIPLEY
                                        ---------------------
                                            Walter V. Shipley
                                            Chairman of the Board


                                        /s/ ANTHONY J. HORAN
                                        --------------------
                                            Anthony J. Horan
                                            Secretary

<PAGE>

STATE OF NEW YORK       )
                        ) ss:
COUNTY OF NEW YORK      )


          I, ANTHONY J. HORAN, being duly sworn, depose and say that I, the said
ANTHONY J. HORAN, am the Secretary of THE CHASE MANHATTAN BANK, and that I have
read and signed the foregoing Certificate and know the contents thereof and the
statements contained therein are true.



                                        /s/ ANTHONY J. HORAN
                                        --------------------
                                            Anthony J. Horan
                                            Secretary



Subscribed and sworn to before
me this 25th day of March, 1997.

/s/ VIRGINIA STANK
------------------
    Virginia Stank
    Notary Public


[SEAL]


<PAGE>


                               State of New York,
                               Banking Department


        I, P. VINCENT CONLON Deputy Superintendent of Banks of The State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF THE CHASE MANHATTAN BANK Under
Section 8001 of the New York Banking Law" dated October 22, 2001, providing for
a change in name to JPMORGAN CHASE BANK, and an increase in the amount of
authorized capital stock from $1,335,000,000 consisting of 110,000,000 shares of
common stock with a par value of $12 per share, and 15,000,000 shares of pre-
ferred stock with a par value $1 per share, to $1,800,180,000 consisting of
148,765,000 shares of common stock with a par value of $12 per share, and
15,000,000 shares of preferred stock with a par value of $1 per share.  The
preferred stock shall be issued in one or more classes or series having such
designations, relative rights, preferences or limitations as fixed by the Board
of Directors of the Corporation at the time of issuance.










WITNESS, my hand and official seal of the Banking Department of the City of New
York, this 9th day of November in the Year of our Lord two thousand and one.



                                             /s/ P. VINCENT CONLON
                                             ---------------------
                                                 P Vincent Conlon
                                                 Deputy Superintendent of Banks

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          THE ORGANIZATION CERTIFICATE

                                       OF

                            THE CHASE MANHATTAN BANK

                 Under Section 8001 of the New York Banking Law


          WE, WILLIAM B. HARRISON, JR. and ANTHONY J. HORAN, being respectively,
the Chief Executive Officer and the Secretary of THE CHASE MANHATTAN BANK, a New
York banking organization, do hereby certify as follows:

          1.    The name of the Corporation is The Chase Manhattan Bank.

          2.    The Organization Certificate of The Chase Manhattan Bank was
filed by the Superintendent of Banks of the State of New York on November 26,
1968 under the title Chemical Bank.

          3.    A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on February 17, 1969.

          4.    A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on September 8, 1977.

          5.    A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on January 29, 1981.

<PAGE>

          6.    A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on September 14, 1982.

          7.    A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on March 13, 1985.

          8.    A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on June 4, 1992.

          9.    A Certificate of Amendment of the Organization Certificate
providing for a change from Chemical Bank to The Chase Manhattan Bank and an
increase in capital effective July 13, 1996 was filed by the Superintendent of
Banks of the State of New York on July 11, 1996.

          10.   A Restated Organizatin Certificate was approved and filed by the
Superintendent of Banks of the State of New York on May 8, 1997.

          11.   Article FIRST of the Organization certificate, as amended,
stating that the name of the corporation is "The Chase Manhattan Bank" is hereby
amended and restated to read in its entirety as follows:

          "FIRST:  The name of the corporatin is JPMORGAN CHASE BANK."

          12.   Article THIRD of the Organization certificate, as amended,
stating that the amount of its authorized capital stock is $1,335,000,000 and
the number of shares into which such capital stock is to be divided is
125,000,000 shares consisting of 110,000,000 share of

<PAGE>

Common Stock, par value $12 per share, and 15,000,000 shares of Preferred Stock,
par value $1 per share, is hereby amended and restated to read in its entirety
as follows:

          THIRD:  The amount of authorized stock which the Corporation is here-
after to have is $1,800,180,000 and the number of shares into which such capital
stock is to be divided is 163,765,000 shares consisting of 148,765,000 shares of
Common Stock, par value $12 per share, and 15,000,000 shares of Preferred Stock,
par value $1 per share, which shall be issued in one or more classes or series
having such designations, relative rights, preferences or limitations as fixed
by the Board of Directors of the Corporation at the time of issuance of any such
Preferred Stock.

          13.   These amendments to the Organizatin Certificate were approved by
the written consent of J.P. Morgan Chase & Co., the sole stockholder of the
Corporation, on June 30, 2001.


          IN WITNESS WHEREOF, the undersigned have executed this Certificate
this 22nd day of October, 2001.



                                        /s/ WILLIAM B. HARRISON, JR.
                                        ----------------------------
                                            William B. Harrison, Jr.
                                            Chief Executive Officer


                                        /s/ ANTHONY J. HORAN
                                        --------------------
                                            Anthony J. Horan
                                            Secretary

<PAGE>

STATE OF NEW YORK       )
                        )
COUNTY OF NEW YORK      )


          I, ANTHONY J. HORAN, being duly sworn, depose and say that I, the said
ANTHONY J. HORAN, am the Secretary of THE CHASE MANHATTAN BANK, and that I have
read and signed the foregoing Certificate and know the contents thereof and the
statements contained therein are true.



                                        /s/ ANTHONY J. HORAN
                                        --------------------
                                            Anthony J. Horan
                                            Secretary



Subscribed and sworn to before
me this 22nd day of October, 2001.

/s/ MARY VORDERER
-----------------
    Mary Vorderer
    Notary Public


[SEAL]


<PAGE>










                                     BY-LAWS



                               JPMorgan Chase Bank

           (Name change effective November 10, 2001 upon the merger of
    Morgan Guaranty Trust Company of New York into The Chase Manhattan Bank)

           As Amended by the Board of Directors effective June 1, 1999












                             Office of the Secretary
                           270 Park Avenue, 35th floor
                               New York, NY 10017


<PAGE>


                                    CONTENTS

                                     SUBJECT
             Article
                  I         Meetings of Stockholders
                                   Section 1.01 Annual Meeting
                                   Section 1.02 Special Meetings
                                   Section 1.03 Quorum

                 II         Board of Directors
                                   Section 2.01 Number
                                   Section 2.02 Vacancies
                                   Section 2.03 Annual Meeting
                                   Section 2.04 Regular Meetings
                                   Section 2.05 Special Meetings
                                   Section 2.06 Quorum
                                   Section 2.07 Rules and Regulations
                                   Section 2.08 Compensation

                III         Committees
                                   Section 3.01 Executive Committee
                                   Section 3.02 Examining Committee
                                   Section 3.03 Other Committees

                 IV         Officers and Agents
                                   Section 4.01 Officers
                                   Section 4.02 Clerks and Agents
                                   Section 4.03 Term of Office
                                   Section 4.04 Chairman of the Board
                                   Section 4.05 Chief Executive Officer
                                   Section 4.06 President
                                   Section 4.07 Vice Chairman of the Board
                                   Section 4.08 Chief Financial Officer Section
                                   4.09 Controller Section 4.10 Secretary
                                   Section 4.11 General Auditor Section 4.12
                                   Powers and Duties of Other
                                                Officers
                                   Section 4.13 Fidelity Bonds

                  V        Corporate Seal

                 VI        Fiscal Year

                VII        Indemnification
                                   Section 7.01 Right to Indemnification
                                   Section 7.02 Contracts and Funding
                                   Section 7.03 Employee Benefit Plans
                                   Section 7.04 Indemnification Not Exclusive
                                                Right
                                   Section 7.05 Advancement of Expenses;
                                                Procedures

               VIII         By-laws
                                   Section 8.01 Inspection
                                   Section 8.02 Amendments
                                   Section 8.03 Construction

<PAGE>

                                     BY-LAWS

                                       OF

                               JPMORGAN CHASE BANK


                                    ARTICLE I

                            Meetings of Stockholders

              Section 1.01. Annual Meeting. The annual meeting of stockholders
of JPMorgan Chase Bank (herein called the Bank), shall be held in the Borough of
Manhattan, City of New York, State of New York, within the first four months of
each calendar year, on such date and at such time and place as the Board of
Directors (herein called the Board), may determine, for the election of
directors and the transaction of such other business as may properly come before
the meeting. Notice of such meeting, stating the purpose or purposes thereof and
the time when and the place where it is to be held and signed by the Chairman of
the Board (herein called the Chairman), the Chief Executive Officer, the
President, a Vice Chairman of the Board or the Secretary or an Assistant
Corporate Secretary of the Bank, shall be served by personal delivery upon each
stockholder of record entitled to vote at such meeting not less than 10 nor more
than 50 days before said meeting.

              Section 1.02. Special Meetings. A special meeting of the
stockholders may be called at any time by the Board, the Chairman, the Chief
Executive Officer, the President, or a Vice Chairman of the Board, or upon the
request in writing of the holders of record of not less than 40% of the out-
standing capital stock. Notice of any special meeting, stating the time, place
and purpose or purposes thereof, shall be given by personal delivery to the
stockholders in the manner provided in Section 1.01 for the giving of notice of
annual meetings of stockholders. In the case of any meeting of stockholders,
annual or special, called for a purpose requiring other or further notice, such
notice shall be given as required by law.

              Section 1.03. Quorum. A majority of the outstanding common stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
stockholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held as
adjourned, without further notice.

                                   ARTICLE II

                               Board of Directors

              Section 2.01. Number. The business and affairs of the Bank shall
be managed by or under the direction of a Board of Directors, of such number as
may be fixed from time to time by resolution adopted by the Board, but in no
event less than 7 or more than 25, selected, organized and continued in
accordance with the provisions of the New York Banking Law. Each director here-
after elected shall hold office until the next annual meeting of the stock-
holders and until his successor is elected and has qualified, or until his death
or until he shall resign or shall have been removed.

              Section 2.02. Vacancies. In case of any increase in the number of
directors, the additional director or directors, and in case of any vacancy in
the board due to death, resignation, removal, disqualification or any other
cause, the successors to fill the vacancies, not exceeding one-third of the
entire Board, shall be elected by a majority of the directors then in office.

              Section 2.03. Annual Meeting. An annual meeting of the directors
shall be held each year, without notice, immediately following the annual
meeting of stockholders. The time and place of such meeting shall be designated
by the Board. At such meeting, the directors shall, after qualifying, elect from
their own number a Chairman of the Board, a Chief Executive Officer, a President
and one or more Vice Chairmen of the Board, and shall elect or appoint such
other officers

<PAGE>

authorized by these By-laws as they may deem desirable, and appoint the
Committees specified in Article III hereof. The directors may also elect to
serve at the pleasure of the Board, one or more Honorary Directors, not members
of the Board. Honorary Directors of the Board shall be paid such compensation or
such fees for attendance at meetings of the Board, and meetings of other
committees of the Board, as the Board shall determine from time to time.

              Section 2.04. Regular Meetings. The Board shall hold a regular
meeting without notice at the principal office of the Bank on the third Tuesday
in each month, with such exceptions as shall be determined by the Board, at such
time as shall be determined by the Board, unless another time or place, within
or without the State, shall be fixed by resolution of the Board. Should the day
appointed for a regular meeting fall on a legal holiday, the meeting shall be
held at the same time on the preceding day or on such other day as the Board may
order.

              Section 2.05. Special Meetings. Special meetings of the Board
shall be held whenever called by the Chairman, the Chief Executive Officer, the
President, a Vice Chairman of the Board, the Secretary or a majority of the
directors at the time in office. A notice shall be given as hereinafter in this
Section provided of each such special meeting, in which shall be stated the time
and place of such meeting, but, except as otherwise expressly provided by law or
by these By-laws, the purposes thereof need not be stated in such notice. Except
as otherwise provided by law, notice of each such meeting shall be mailed to
each director, addressed to him at his residence or usual place of business, at
least two (2) days before the day on which such meeting is to be held, or shall
be sent addressed to him at such place by telegraph, cable, wireless or other
form of recorded communication or be delivered personally or by telephone not
later than noon of the calendar day before the day on which such meeting is to
be held. At any regular or special meeting of the Board, or any committee
thereof, one or more Board or committee members may participate in such meeting
by means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time.
This type of participation shall constitute presence in person at the meeting.
Notice of any meeting of the Board shall not, however, be required to be given
to any director who submits a signed waiver of notice whether before or after
the meeting, or if he shall be present at such meeting; and any meeting of the
Board shall be a legal meeting without any notice thereof having been given if
all the directors of the Bank then in office shall be present thereat.

              Section 2.06. Quorum. One-third of the members of the entire
Board, or the next highest integer in the event of a fraction, shall constitute
a quorum, but if less than a quorum be present, a majority of those present may
adjourn any meeting from time to time and the meeting may be held as adjourned
without further notice.

              Section 2.07. Rules and Regulations. The Board may adopt such
rules and regulations for the conduct of its meetings and the management of the
affairs of the Bank as it may deem proper, not inconsistent with the laws of the
State of New York or these By-laws.

              Section 2.08. Compensation. Directors shall be entitled to receive
from the Bank such fees for attendance at meetings of the Board or of any
committee, or both, as the Board from time to time shall determine. The Board
may also likewise provide that the Bank shall reimburse each such director or
member of such committee for any expenses paid by him on account of his
attendance at any such meeting. Nothing in this Section contained shall be
construed to preclude any director from serving the Bank in any other capacity
and receiving compensation therefor.

                                   ARTICLE III

                                   Committees

              Section 3.01. Executive Committee. The Board, by resolution
adopted by a majority of the entire Board, shall appoint an Executive Committee
which, when the Board is not in session, shall have and may exercise all the
powers of the Board that lawfully may be delegated including, without
limitation, the power and authority to declare dividends. The Executive
Committee shall consist of such number of directors as the Board shall from time
to time determine, but not less than five and one of whom shall be designated by
the Board as Chairman thereof, as follows: (a) the Chairman of the Board,


<PAGE>

the Chief Executive Officer, the President, the Vice Chairmen of the Board; and
(b) such other directors, none of whom shall be an officer of the Bank, as shall
be appointed to serve at the pleasure of the Board. The Board, by resolution
adopted by a majority of the entire Board, may designate one or more directors
as alternate members of the Executive Committee and the manner and circumstances
in which such alternate members shall replace or act in the place of absent or
disqualified members of the Executive Committee. The attendance of one-third of
the members of the Committee or their substitutes, or the next highest integer
in the event of a fraction, at any meeting shall constitute a quorum, and the
act of a majority of those present at a meeting thereof at which a quorum is
present shall be the act of the Committee. All acts done and powers conferred by
the Committee from time to time shall be deemed to be, and may be certified as
being done or conferred under authority of the Board. The Committee shall fix
its own rules and procedures, and the minutes of the meetings of the Committee
shall be submitted at the next regular meeting of the Board at which a quorum is
present, or if impracticable at the next such subsequent meeting. The Committee
shall hold meetings "On Call" and such meetings may be called by the Chairman of
the Executive Committee, the Chairman of the Board, the Chief Executive Officer,
the President, a Vice Chairman of the Board, or the Secretary. Notice of each
such meeting of the Committee shall be given by mail, telegraph, cable, wireless
or other form of recorded communication or be delivered personally or by
telephone to each member of the Committee not later than the day before the day
on which such meeting is to be held. Notice of any such meeting need not be
given to any member of the Committee who submits a signed waiver of notice
whether before or after the meeting, or if he shall be present at such meeting;
and any meeting of the Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Committee shall be present
thereat. In the case of any meeting, in the absence of the Chairman of the
Executive Committee, such member as shall be designated by the Chairman of the
Executive Committee or the Executive Committee shall act as Chairman of the
meeting.

              Section 3.02. Examining Committee. The Board, by resolution
adopted by a majority of the entire Board, shall appoint an Examining Committee
composed of not less than three of its members, none of whom shall be an officer
of the Bank, to hold office at its pleasure and one of whom shall be designated
by the Board as chairman thereof. The Committee shall make such examination into
the affairs of the Bank and its loans and discounts and make such reports in
writing thereof as may be directed by the Board or required by the Banking Law.
The attendance of one-third of the members of the Committee, or the next highest
integer in the event of a fraction, at any meeting shall constitute a quorum,
and the act of a majority of those present at a meeting thereof at which a
quorum is present shall be the act of the Committee.

              Section 3.03. Other Committees. The Board, by resolution adopted
by a majority of the entire Board, may appoint, from time to time, such other
committees composed of not less than three of its members for such purposes and
with such duties and powers as the Board may determine. The attendance of
one-third of the members of such other committees, or the next highest integer
in the event of a fraction, at any meeting shall constitute a quorum, and the
act of a majority of those present at a meeting thereof at which a quorum is
present shall be the act of such other committees.

                                   ARTICLE IV

                               Officers and Agents

              Section 4.01. Officers. The officers of the Bank shall be (a) a
Chairman of the Board, a Chief Executive Officer, a President and one or more
Vice Chairmen of the Board, each of whom must be a director and shall be elected
by the Board; (b) a Chief Financial Officer, a Controller, a Secretary and a
General Auditor, each of whom shall be elected by the Board; and (c) may include
a Chief Credit Officer, a Chief Administrative Officer, a Chief Technology
Officer, one or more Group Executives and such other officers as may from time
to time be elected by the Board or under its authority, or appointed by the
Chairman, the Chief Executive Officer, the President or a Vice Chairman of the
Board.

              Section 4.02. Clerks and Agents. The Board may elect and dismiss,
or the Chairman, the Chief Executive Officer, the President or a Vice Chairman
of the Board may appoint and dismiss and delegate to any other officers
authority to appoint and dismiss, such clerks, agents and employees as may be
deemed advisable for the prompt and orderly transaction of the Bank's business,
and may prescribe, or authorize the appointing officers to prescribe, their
respective duties, subject to the provisions of these By-laws.

<PAGE>

              Section 4.03. Term of Office. The officers designated in Section
4.01(a) shall be elected by the Board at its annual meeting. The officers
designated in Section 4.01(b) may be elected at the annual or any other meeting
of the Board. The officers designated in Section 4.01(c) may be elected at the
annual or any other meeting of the Board or appointed at any time by the
designated proper officers. Any vacancy occurring in any office designated in
Section 4.01(a) may be filled at any regular or special meeting of the Board.
The officers elected pursuant to Section 4.01(a) shall each hold office for the
term of one year and until their successors are elected, unless sooner
disqualified or removed by a vote of two-thirds of the whole Board. The officers
elected by the Board pursuant to Section 4.01(b) of these By-laws shall hold
office at the pleasure of the Board. All other officers, clerks, agents and
employees elected by the Board, or appointed by the Chairman, the Chief
Executive Officer, the President or a Vice Chairman of the Board, or under their
authority, shall hold their respective offices at the pleasure of the Board or
officers elected pursuant to Section 4.01(a).

             Section 4.04. Chairman of the Board. The Chairman shall preside at
all meetings of the stockholders and at all meetings of the Board. The Chairman
of the Board shall have the same power to perform any act on behalf of the Bank
and to sign for the Bank as is prescribed in these By-laws for the Chief
Executive Officer. He shall perform such other duties as from time to time may
be prescribed by the Board.

             Section 4.05. Chief Executive Officer. The Chief Executive Officer
shall be the chief executive officer of the Bank and shall have, subject to the
control of the Board and the Chairman, general supervision and direction of the
policies and operations of the Bank and of its several officers other than the
Chairman. In the absence of the Chairman, he shall preside at all meetings of
the stockholders and at all meetings of the Board. He shall have the power to
execute any document or perform any act on behalf of the Bank, including without
limitation the power to sign checks, orders, contracts, leases, notes, drafts
and other documents and instruments in connection with the business of the Bank,
and together with the Secretary or an Assistant Corporate Secretary execute
conveyances of real estate and other documents and instruments to which the seal
of the Bank may be affixed. He shall perform such other duties as from time to
time may be prescribed by the Board.

              Section 4.06. President. The President shall, subject to the
direction and control of the Board, the Chairman and the Chief Executive
Officer, participate in the supervision of the policies and operations of the
Bank. In general, the President shall perform all duties incident to the office
of President, and such other duties as from time to time may be prescribed by
the Board, the Chairman, or the Chief Executive Officer. In the absence of the
Chairman or the Chief Executive Officer, the President shall preside at meetings
of stockholders and of the Board. The President shall have the same power to
sign for the Bank as is prescribed in these By-laws for the Chief Executive
Officer.

              Section 4.07. Vice Chairman of the Board. The Vice Chairman of the
Board, or if there be more than one, then each of them, shall, subject to the
direction and control of the Board, the Chairman and the Chief Executive
Officer, participate in the supervision of the policies and operations of the
Bank, and shall have such other duties as may be prescribed from time to time by
the Board, the Chairman or the Chief Executive Officer. In the absence of the
Chairman, the Chief Executive Officer and the President, a Vice Chairman, as
designated by the Chairman or the Board, shall preside at meetings of the
stockholders and of the Board. Each Vice Chairman shall have the same power to
sign for the Bank as is prescribed in these By-laws for the Chief Executive
Officer.

              Section 4.08. Chief Financial Officer. The Chief Financial Officer
shall have such powers and perform such duties as the Board, the Chairman, the
Chief Executive Officer, the President, or a Vice Chairman of the Board may from
time to time prescribe, which duties may include, without limitation,
responsibility for strategic planning, corporate finance, control, tax and
auditing activities, and shall perform such other duties as may be prescribed by
these By-laws.

              Section 4.09. Controller. The Controller shall exercise general
supervision of the accounting departments of the Bank. He shall be responsible
to the Chief Financial Officer and shall render reports from time to time
relating to the general financial condition of the Bank. He shall render such
other reports and perform such other duties as from time to time

<PAGE>

may be prescribed by the Chief Financial Officer, a Vice Chairman of the Board,
the President, the Chief Executive Officer or the Chairman.

              Section 4.10.  Secretary.  The Secretary shall:

              (a) record all the proceedings of the meetings of the stock-
holders, the Board and the Executive Committee in one or more books kept for
that purpose;

              (b) see that all notices are duly given in accordance with the
provisions of these By-laws or as required by law;

              (c) be custodian of the seal of the Bank; and he may see that such
seal or a facsimile thereof is affixed to any documents the execution of which
on behalf of the Bank is duly authorized and may attest such seal when so
affixed; and

              (d) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be prescribed by the
Board, the Chairman, the Chief Executive Officer, the President, or a Vice
Chairman of the Board.

              Section 4.11. General Auditor. The General Auditor shall exercise
general supervision of the Auditing Division. He shall audit the affairs of the
Bank and its subsidiaries, including appraisal of the soundness and adequacy of
internal controls and operating procedures and shall ascertain the extent of
compliance with policies and procedures of the Bank. He shall be responsible to
the Board and shall make such audits and prepare such regular reports as the
Board, its Examining Committee, the Chairman or the Chief Executive Officer may,
from time to time, require or as in his judgment are necessary in the
performance of his duties.

              Section 4.12. Powers and Duties of Other Officers. The powers and
duties of all other officers of the Bank shall be those usually pertaining to
their respective offices, subject to the direction and control of the Board and
as otherwise provided in these By-laws.

              Section 4.13. Fidelity Bonds. The Board, in its discretion, may
require any or all officers, agents, clerks and employees of the Bank to give
bonds covering the faithful performance of their duties or may obtain insurance
covering the same, in either case in form and amount approved by the Board, the
premiums thereon to be paid by the Bank.

                                    ARTICLE V

                                 Corporate Seal

     The corporate seal of the Bank shall be in the form of a circle and shall
bear the full name of the Bank and the words "Corporate Seal New York" together
with the logo of J.P. Morgan Chase & Co.

                                   ARTICLE VI

                                   Fiscal Year

     The fiscal year of the Bank shall be the calendar year.

                                   ARTICLE VII

                                 Indemnification

              Section 7.01.  Right to Indemnification.  The Bank shall to the
fullest extent permitted by applicable law as then in effect indemnify any
person (the "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party

<PAGE>

or a witness), or is threatened to be made so involved, in any threatened,
pending or completed investigation, claim, action, suit or proceeding, whether
civil, administrative or investigative (including, without limitation, any
action, suit or proceeding by or in the right of the Bank to procure a judgment
in its favor) (a "Proceeding") by reason of the fact that he is or was a
director, officer, employee or agent of the Bank, or is or was serving at the
request of the Bank as a director, officer or employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against all
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
Proceeding. Such indemnification shall be a contract right and shall include the
right to receive payment in advance of any expenses incurred by the Indemnitee
in connection with such Proceeding, consistent with the provisions of applicable
law as then in effect.

              Section 7.02. Contracts and Funding. The Bank may enter into
contracts with any director, officer, employee or agent of the Bank in
furtherance of the provisions of this Article VII and may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Article VII.

              Section 7.03. Employee Benefit Plans. For purposes of this Article
VII, references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Bank" shall include any service as a director, officer, employee, or
agent of the Bank which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of a corporation.

              Section 7.04. Indemnification Not Exclusive Right. The right of
indemnification and advancement of expenses provided in this Article VII shall
not be exclusive of any other rights to which a person seeking indemnification
may otherwise be entitled, under any statute, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. The provisions of this Article VII shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnity under this
Article VII and shall be applicable to Proceedings commenced or continuing after
the adoption of this Article VII whether arising from acts or omissions
occurring before or after such adoption.

              Section 7.05. Advancement of Expenses; Procedures. In furtherance,
but not in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article VII:

              (a) Advancement of Expenses. All reasonable expenses incurred by
or on behalf of the Indemnitee in connection with any Proceeding shall be
advanced to the Indemnitee by the Bank within twenty (20) days after the receipt
by the Bank of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if, and to the extent, it
should ultimately be determined that the Indemnitee is not entitled to be
indemnified against such expenses.

              (b) Written Request for Indemnification. To obtain indemnification
under this Article VII, an Indemnitee shall submit to the Secretary of the Bank
a written request, including such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to determine whether and to
what extent the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made within a reasonable time after receipt by the Bank
of the written request for indemnification together with the Supporting
Documentation. The Secretary of the Bank shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the Indemnitee has
requested indemnification.

<PAGE>

              (c) Procedure for Determination. The Indemnitee's entitlement to
indemnification under this Article VII shall be determined (i) by the Board by a
majority vote of a quorum (as defined in Article II of these By-laws) consisting
of directors who were not parties to such action, suit or proceeding, or (ii) if
such quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(iii) by the stockholders, but only if a majority of the disinterested
directors, if they constitute a quorum of the Board, presents the issue of
entitlement to indemnification to the stockholders for their determination.

                                  ARTICLE VIII

                                     By-laws

              Section 8.01.     Inspection.  A copy of the By-laws shall at all
times be kept in a convenient place at the principal office of the Bank, and
shall be open for inspection by stockholders during banking hours.

              Section 8.02. Amendments. Except as otherwise specifically
provided by statute, these By-laws may be added to, amended, altered or repealed
at any meeting of the Board by vote of a majority of the entire Board, provided
that written notice of any such proposed action shall be given to each director
prior to such meeting, or that notice of such addition, amendment, alteration or
repeal shall have been given at the preceding meeting of the Board.

              Section 8.03.   Construction.  The masculine gender, where
appearing in these By-laws, shall be deemed to include the feminine gender.

<PAGE>

                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 2001, in accordance with a
               call made by the Federal Reserve Bank of this District pursuant
               to the provisions of
                            the Federal Reserve Act.


                                                                  Dollar Amounts
                    ASSETS                                         in Millions

Cash and balances due from depository institutions:
     Noninterest-bearing balances and currency and coin......       $  21,536
     Interest-bearing balances...............................          31,428
Securities:
Held to maturity securities..................................             481
Available for sale securities................................          60,903
Federal funds sold and securities purchased under
     agreements to resell....................................          42,824
Loans and lease financing receivables:
     Loans and leases held for sale..........................           3,856
     Loans and leases, net of unearned income....    $155,575
     Less: Allowance for loan and lease losses...       2,276
     Loans and leases, net of unearned income and allowance..         153,299
Trading Assets...............................................          66,636
Premises and fixed assets (including capitalized leases).....           4,468
Other real estate owned .....................................              45
Investments in unconsolidated subsidiaries and associated
     companies...............................................             353
Customers' liability to this bank on acceptances outstanding.             346
Intangible assets
     Goodwill................................................           1,785
     Other Intangible assets.................................           4,365
Other assets.................................................          19,923
                                                                    ---------
TOTAL ASSETS.................................................       $ 412,248

<PAGE>

                                   LIABILITIES

Deposits
     In domestic ............................................       $ 137,865
     Noninterest-bearing ..........................   $56,799
     Interest-bearing..............................    81,066
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .................................         113,924
        Noninterest-bearing $......................     6,537
     Interest-bearing .............................   107,387

Federal funds purchased and securities sold under agreements
     to repurchase...........................................          65,474
Trading liabilities..........................................          39,611
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)...............          10,573
Bank's liability on acceptances executed and outstanding.....             346
Subordinated notes and debentures............................           6,355
Other liabilities ...........................................          14,772
TOTAL LIABILITIES ...........................................         388,920
Minority Interest in consolidated subsidiaries...............              89

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus................               0
Common stock ................................................           1,211
Surplus  (exclude all surplus related to preferred stock)....          12,715
    Retained earnings........................................           9,985
    Accumulated other comprehensive income...................            (672)
Other equity capital components..............................               0
TOTAL EQUITY CAPITAL.........................................          23,239
                                                                    ---------

TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL.....       $ 412,248
                                                                    ---------

         I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.

                                           JOSEPH L. SCLAFANI

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

                                           WILLIAM B. HARRISON JR.  )
                                           DOUGLAS A. WARNER III    )  DIRECTORS
                                           WILLIAM H. GRAY III      )


<PAGE>

                                                                    Exhibit 25.2
                                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)


                           Southern Union Financing II
               (Exact name of obligor as specified in its charter)


         Delaware                                    application pending
  (State of incorporation)                  (I.R.S. employer identification no.)



504 Lavaca Street, Suite 800, Austin, Texas                                78701
(Address of principal executive offices)                              (Zip Code)

<PAGE>


            Trust Preferred Securities of Southern Union Financing II
                       (Title of the indenture securities)

<PAGE>

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 4th day
of December, 2001.


                                                  WILMINGTON TRUST COMPANY

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

<PAGE>


                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987


<PAGE>

                                 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

<PAGE>

                    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.

                    (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,


<PAGE>

                    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 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


<PAGE>

                    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 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.

<PAGE>

            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 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

<PAGE>

                    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 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

<PAGE>

            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.

            (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

<PAGE>

            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 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

<PAGE>

            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.

            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).

<PAGE>

            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 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

<PAGE>

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 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

<PAGE>

                    (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
                    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.

<PAGE>

            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."

<PAGE>

                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        As existing on February 20, 2000


<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 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 authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

            Section 2. Except as provided in these Bylaws or as otherwise
required by law, there shall be no qualifications for election or service as
directors of the Company. In addition to any other provisions of these Bylaws,
to be qualified for nomination for Election or appointment to the Board of
Directors each person must have not attained the age of sixty-nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve as a director upon a good faith
determination by such committee that such a waiver is in the best interests of
the Company and its stockholders. The Chairman of the Board of Directors shall
not

<PAGE>

be qualified to continue to serve as a director upon the termination of his or
her services in that office for any reason.

            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. 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.

<PAGE>

            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.


                                   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

<PAGE>

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.

            Section 2.  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 3.  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.

<PAGE>

                             (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 4.  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 5.  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.


                                   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

<PAGE>

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.

            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.


<PAGE>

            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 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

<PAGE>

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 though
expressly authorized by the Board of Directors and/or the Executive Committee.


<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 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.

<PAGE>

                             (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.

<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:  December 4, 2001                       By:  /s/ DONALD G. MACKELCAN
        ----------------                            -----------------------
                                               Name:  Donald G MacKelcan
                                               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.



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, 2001.
                ------------



ASSETS
                                                            Thousands of dollars

Cash and balances due from depository institutions:
     Noninterest-bearing balances and currency and coins...     $  258,287
     Interest-bearing balances.............................              0
Held-to-maturity securities................................         16,981
Available-for-sale securities..............................      1,183,358
Federal funds sold and securities purchased under
     agreements to resell..................................        538,676
Loans and lease financing receivables:
     Loans and leases, net of unearned income...  4,855,158
     LESS:  Allowance for loan and lease losses.     71,965
     LESS:  Allocated transfer risk reserve.....          0
     Loans and leases, net of unearned income, allowance,
          and reserve......................................      4,783,193
Assets held in trading accounts............................              0
Premises and fixed assets (including capitalized leases)...        129,816
Other real estate owned....................................            435
Investments in unconsolidated subsidiaries and associated
     companies.............................................          1,746
Customers' liability to this bank on acceptances
     outstanding...........................................              0
Intangible assets:
     a.  Goodwill..........................................            233
     b.  Other intangible assets...........................          4,307
Other assets...............................................        137,383
Total assets...............................................      7,054,415

                                                          CONTINUED ON NEXT PAGE

<PAGE>

LIABILITIES

Deposits:
In domestic offices........................................      5,029,222
     Noninterest-bearing......................    1,123,260
     Interest-bearing.........................    3,905,962
Federal funds purchased and Securities sold under
     agreements to repurchase..............................        793,638
Trading liabilities (from Schedule RC-D)...................              0
Other borrowed money (includes mortgage indebtedness and
     obligations under capitalized leases:.................        606,082
Bank's liability on acceptances executed and outstanding...              0
Subordinated notes and debentures..........................              0
Other liabilities (from Schedule RC-G).....................        105,784
Total liabilities..........................................      6,534,726


EQUITY CAPITAL

Perpetual preferred stock and related surplus..............              0
Common Stock...............................................            500
Surplus (exclude all surplus related to preferred stock)...         62,118
     a.  Retained earnings.................................        449,102
     b.  Accumulated other comprehensive income............          7,969
Total equity capital.......................................        519,689
Total liabilities, limited-life preferred stock, and
     equity capital........................................      7,054,415





<PAGE>

                                                                    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)


                          Southern Union Financing III
               (Exact name of obligor as specified in its charter)

          Delaware                                   application pending
  (State of incorporation)                  (I.R.S. employer identification no.)



504 Lavaca Street, Suite 800, Austin, Texas                   78701
(Address of principal executive offices)                   (Zip Code)


           Trust Preferred Securities of Southern Union Financing III
                       (Title of the indenture securities)

<PAGE>

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 Chapter 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 the 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 4th day
of December, 2001.


                                                    WILMINGTON TRUST COMPANY
[SEAL]

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

<PAGE>



                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987


<PAGE>


                                 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

<PAGE>

                    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.

                    (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,

<PAGE>

                    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 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

<PAGE>

                    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 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.


<PAGE>

            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 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


<PAGE>

                    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 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

<PAGE>

            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.

            (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

<PAGE>

            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 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

<PAGE>

            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.

            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

<PAGE>

            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 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

<PAGE>

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 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

<PAGE>

                    (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
                    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.

<PAGE>

            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."


<PAGE>

                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        As existing on February 20, 2000




<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 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 authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

            Section 2. Except as provided in these Bylaws or as otherwise
required by law, there shall be no qualifications for election or service as
directors of the Company. In addition to any other provisions of these Bylaws,
to be qualified for nomination for Election or appointment to the Board of
Directors each person must have not attained the age of sixty-nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve as a director upon a good faith
determination by such committee that such a waiver is in the best interests of
the Company and its stockholders. The Chairman of the Board of Directors shall
not

<PAGE>

be qualified to continue to serve as a director upon the termination of his or
her services in that office for any reason.

            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. 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.

<PAGE>

            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.


                                   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

<PAGE>

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.

            Section 2.  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 3.  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.

<PAGE>

            Section 4.  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 5.  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.


                                   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.

<PAGE>

            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.

            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

<PAGE>

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 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.


<PAGE>

                                   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 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

<PAGE>

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 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.

<PAGE>

                                   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.

<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:  December 4, 2001                           By:  /s/ DONALD G. MACKELCAN
        ----------------                                -----------------------
                                                   Name:  Donald G. MacKelcan
                                                   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.



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, 2001.
                ------------



ASSETS

                                                            Thousands of dollars
Cash and balances due from depository institutions:
     Noninterest-bearing balances and currency and coins...        258,287
     Interest-bearing balances.............................              0
Held-to-maturity securities................................         16,981
Available-for-sale securities..............................      1,183,358
Federal funds sold and securities purchased under
     agreements to resell..................................        538,676
Loans and lease financing receivables:
     Loans and leases, net of unearned income.... 4,855,158
     LESS:  Allowance for loan and lease losses..    71,965
     LESS:  Allocated transfer risk reserve......         0
Loans and leases, net of unearned income, allowance, and
     reserve...............................................      4,783,193
Assets held in trading accounts............................              0
Premises and fixed assets (including capitalized leases)...        129,816
Other real estate owned....................................            435
Investments in unconsolidated subsidiaries and associated
     companies.............................................          1,746
Customers' liability to this bank on acceptances
     outstanding...........................................              0
Intangible assets:
     a.  Goodwill..........................................            233
     b.  Other intangible assets...........................          4,307
Other assets...............................................        137,383
Total assets...............................................      7,054,415

                                                          CONTINUED ON NEXT PAGE

<PAGE>

LIABILITIES

Deposits:
In domestic offices........................................      5,029,222
     Noninterest-bearing......................    1,123,260
     Interest-bearing.........................    3,905,962
Federal funds purchased and Securities sold under
     agreements to repurchase..............................        793,638
Trading liabilities (from Schedule RC-D)...................              0
Other borrowed money (includes mortgage indebtedness and
     obligations under capitalized leases:.................        606,082
Bank's liability on acceptances executed and outstanding...              0
Subordinated notes and debentures..........................              0
Other liabilities (from Schedule RC-G).....................        105,784
Total liabilities..........................................      6,534,726


EQUITY CAPITAL

Perpetual preferred stock and related surplus..............              0
Common Stock...............................................            500
Surplus (exclude all surplus related to preferred stock)...         62,118
     a.  Retained earnings.................................        449,102
     b.  Accumulated other comprehensive income............          7,969
Total equity capital.......................................        519,689
Total liabilities, limited-life preferred stock, and
     equity capital........................................      7,054,415


<PAGE>

                                                                    EXHIBIT 25.4

                               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)


                             Southern Union Company
               (Exact name of obligor as specified in its charter)


         Delaware                                       75-0571592
  (State of incorporation)                  (I.R.S. employer identification no.)



504 Lavaca Street, Suite 800, Austin, Texas                78701
(Address of principal executive offices)                (Zip Code)

      Guarantees of Southern Union Company with respect to Trust Preferred
                    Securities of Southern Union Financing II
                       (Title of the indenture securities)

<PAGE>

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 4th day
of December, 2001.


                                                 WILMINGTON TRUST COMPANY
[SEAL]

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

<PAGE>


                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987


<PAGE>

                                 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

<PAGE>

                    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.

                    (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,

<PAGE>

                    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 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

<PAGE>

                    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 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.


<PAGE>

            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 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

<PAGE>

                    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 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

<PAGE>

            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.

            (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

<PAGE>

            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 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

<PAGE>

            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.

            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).

<PAGE>

            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 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

<PAGE>

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 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

<PAGE>

                    (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
                    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.

<PAGE>

            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."


<PAGE>

                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        As existing on February 20, 2000


<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 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 authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

            Section 2. Except as provided in these Bylaws or as otherwise
required by law, there shall be no qualifications for election or service as
directors of the Company. In addition to any other provisions of these Bylaws,
to be qualified for nomination for Election or appointment to the Board of
Directors each person must have not attained the age of sixty-nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve as a director upon a good faith
determination by such committee that such a waiver is in the best interests of
the Company and its stockholders. The Chairman of the Board of Directors shall
not

<PAGE>

be qualified to continue to serve as a director upon the termination of his or
her services in that office for any reason.

            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. 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.

<PAGE>

            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.


                                   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

<PAGE>

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.

            Section 2.  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 3.  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.

<PAGE>

                             (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 4.  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 5.  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.


                                   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

<PAGE>

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.

            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.

<PAGE>

            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 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

<PAGE>

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 though
expressly authorized by the Board of Directors and/or the Executive Committee.


<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 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.

<PAGE>

                             (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.

<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:  December 4, 2001                      By:  /s/ DONALD G. MACKELCAN
        ----------------                           -----------------------
                                              Name:  Donald G. MacKelcan
                                              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.



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, 2001.
                ------------



ASSETS

                                                            Thousands of dollars

Cash and balances due from depository institutions:
     Noninterest-bearing balances and currency and coins...       258,287
     Interest-bearing balances.............................             0
Held-to-maturity securities................................        16,981
Available-for-sale securities..............................     1,183,358
Federal funds sold and securities purchased under
     agreements to resell..................................       538,676
Loans and lease financing receivables:
     Loans and leases, net of unearned income...  4,855,158
     LESS:  Allowance for loan and lease losses.     71,965
     LESS:  Allocated transfer risk reserve.....          0
Loans and leases, net of unearned income,
     allowance, and reserve................................     4,783,193
Assets held in trading accounts............................             0
Premises and fixed assets (including capitalized leases)...       129,816
Other real estate owned....................................           435
Investments in unconsolidated subsidiaries and associated
     companies.............................................         1,746
Customers' liability to this bank on acceptances
     outstanding...........................................             0
Intangible assets:
     a.  Goodwill..........................................           233
     b.  Other intangible assets...........................         4,307
Other assets...............................................       137,383
Total assets...............................................     7,054,415

                                                          CONTINUED ON NEXT PAGE

<PAGE>

LIABILITIES

Deposits:
In domestic offices........................................     5,029,222
     Noninterest-bearing.....................     1,123,260
     Interest-bearing........................     3,905,962
Federal funds purchased and Securities sold under
     agreements to repurchase..............................       793,638
Trading liabilities (from Schedule RC-D)...................             0
Other borrowed money (includes mortgage indebtedness and
     obligations under capitalized leases:.................       606,082
Bank's liability on acceptances executed and outstanding...             0
Subordinated notes and debentures..........................             0
Other liabilities (from Schedule RC-G).....................       105,784
Total liabilities..........................................     6,534,726


EQUITY CAPITAL

Perpetual preferred stock and related surplus..............             0
Common Stock...............................................           500
Surplus (exclude all surplus related to preferred stock)...        62,118
     a.  Retained earnings.................................       449,102
     b.  Accumulated other comprehensive income............         7,969
Total equity capital.......................................       519,689
Total liabilities, limited-life preferred stock, and
    equity capital.........................................     7,054,415


<PAGE>


                                                                    EXHIBIT 25.5

                                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)


                             Southern Union Company
               (Exact name of obligor as specified in its charter)


          Delaware                                        75-0571592
  (State of incorporation)                  (I.R.S. employer identification no.)



504 Lavaca Street, Suite 800, Austin, Texas                  78701
(Address of principal executive offices)                  (Zip Code)


      Guarantees of Southern Union Company with respect to Trust Preferred
                   Securities of Southern Union Financing III
                       (Title of the indenture securities)

<PAGE>

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 4th day
of December, 2001.


                                              WILMINGTON TRUST COMPANY

[SEAL]

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

<PAGE>



                                    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

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                    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.

                    (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,

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                    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 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

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                    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 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.

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            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 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

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                    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 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

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            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.

            (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

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            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 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

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            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.

            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).

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            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 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

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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 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

<PAGE>

                    (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
                    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.

<PAGE>

            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."

<PAGE>

                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        As existing on February 20, 2000


<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 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 authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

            Section 2. Except as provided in these Bylaws or as otherwise
required by law, there shall be no qualifications for election or service as
directors of the Company. In addition to any other provisions of these Bylaws,
to be qualified for nomination for Election or appointment to the Board of
Directors each person must have not attained the age of sixty-nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve

<PAGE>

as a director upon a good faith determination by such committee that such a
waiver is in the best interests of the Company and its stockholders. The
Chairman of the Board of Directors shall not be qualified to continue to serve
as a director upon the termination of his or her services in that office for any
reason.

            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. 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

<PAGE>

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.


                                   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

<PAGE>

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.

            Section 2.  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.

<PAGE>

            Section 3.  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 4.  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 5.  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.


                                   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

<PAGE>

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 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

<PAGE>

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

<PAGE>

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.


<PAGE>


                                  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 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

<PAGE>

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 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.


<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:  December 4, 2001                      By:  /s/ DONALD G. MACKELCAN
        ----------------                           -----------------------
                                              Name:  Donald G. MacKelcan
                                              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.



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, 2001.
                ------------



ASSETS

                                                            Thousands of dollars

Cash and balances due from depository institutions:
     Noninterest-bearing balances and currency and coins...        258,287
     Interest-bearing balances.............................              0
Held-to-maturity securities................................         16,981
Available-for-sale securities..............................      1,183,358
Federal funds sold and securities purchased under
     agreements to resell..................................        538,676
Loans and lease financing receivables:
     Loans and leases, net of unearned income...  4,855,158
     LESS:  Allowance for loan and lease losses.     71,965
     LESS:  Allocated transfer risk reserve.....          0
Loans and leases, net of unearned income,
     allowance, and reserve................................      4,783,193
Assets held in trading accounts............................              0
Premises and fixed assets (including capitalized leases)...        129,816
Other real estate owned....................................            435
Investments in unconsolidated subsidiaries and associated
     companies.............................................          1,746
Customers' liability to this bank on acceptances
     outstanding...........................................              0
Intangible assets:
     a.  Goodwill..........................................            233
     b.  Other intangible assets...........................          4,307
Other assets...............................................        137,383
Total assets...............................................      7,054,415

                                                          CONTINUED ON NEXT PAGE

<PAGE>

LIABILITIES

Deposits:
In domestic offices........................................      5,029,222
     Noninterest-bearing......................    1,123,260
     Interest-bearing.........................    3,905,962
Federal funds purchased and Securities sold under
     agreements to repurchase..............................        793,638
Trading liabilities (from Schedule RC-D)...................              0
Other borrowed money (includes mortgage indebtedness and
     obligations under capitalized leases:.................        606,082
Bank's liability on acceptances executed and outstanding...              0
Subordinated notes and debentures..........................              0
Other liabilities (from Schedule RC-G).....................        105,784
Total liabilities..........................................      6,534,726


EQUITY CAPITAL

Perpetual preferred stock and related surplus..............              0
Common Stock...............................................            500
Surplus (exclude all surplus related to preferred stock)...         62,118
     a.  Retained earnings.................................        449,102
     b.  Accumulated other comprehensive income............          7,969
Total equity capital.......................................        519,689
Total liabilities, limited-life preferred stock, and
     equity capital........................................      7,054,415

<PAGE>