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)  X

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


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

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

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

                                           CITICORP

                      (Exact name of obligor as specified in its charter)

        Delaware                                           13-2614988
(State of incorporation)                    (I.R.S. employer identification no.)

        399 Park Avenue
       New York, New York                                  10043
(Address of principal executive offices)                 (Zip Code)



                Guarantee Obligations of Citicorp with respect to
                    Capital Securities of Citicorp Capital XI
                       (Title of the indenture securities)






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ITEM 1.         GENERAL INFORMATION.

                Furnish the following information as to the trustee:

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

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

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

                The trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH THE OBLIGOR.

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

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

ITEM 3.  LIST OF EXHIBITS.

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

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

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 10th day
of February, 1997.

                                         WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ W. Chris Sponenberg          By:/s/ Christopher L. Kaiser
       Assistant Secretary               Name:  Christopher L. Kaiser
                              Title: Vice President


citixig.f10


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                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987


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                                 Amended Charter

                                       or

                              Act of Incorporation

                                       of

                            Wilmington Trust Company

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

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

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

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

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


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

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

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

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

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

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

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


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

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

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

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


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<PAGE>

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

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

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

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

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

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

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


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<PAGE>

                (6) It is the intention that the objects, purposes and powers
                specified and clauses contained in this paragraph shall (except
                where otherwise expressed in said paragraph) be nowise limited
                or restricted by reference to or inference from the terms of any
                other clause of this or any other paragraph in this charter, but
                that the objects, purposes and powers specified in each of the
                clauses of this paragraph shall be regarded as independent
                objects, purposes and powers.

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

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

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

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

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

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

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                stock and whether such dividends shall be cumulative or
                non-cumulative;

                (3) The right, if any, of the holders of Preferred Stock of such
                series to convert the same into or exchange the same for, shares
                of any other class or classes or of any series of the same or
                any other class or classes of stock of the Corporation and the
                terms and conditions of such conversion or exchange;

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

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

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

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

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

                (2) After distribution in full of the preferential amount, if
                any, (fixed in accordance with the provisions of section (b) of
                this Article Fourth), to be distributed to the holders of
                Preferred Stock in the event of voluntary or involuntary
                liquidation, distribution or sale of assets, dissolution or
                winding-up, of the Corporation, the holders of the Common Stock
                shall be entitled to


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                receive all of the remaining assets of the Corporation, tangible
                and intangible, of whatever kind available for distribution to
                stockholders ratably in proportion to the number of shares of
                Common Stock held by them respectively.

                (3) Except as may otherwise be required by law or by the
                provisions of such resolution or resolutions as may be adopted
                by the Board of Directors pursuant to section (b) of this
                Article Fourth, each holder of Common Stock shall have one vote
                in respect of each share of Common Stock held on all matters
                voted upon by the stockholders.

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

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


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

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

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

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

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

          (c) Notwithstanding any other provisions of this Charter or Act of
          Incorporation or the By-Laws of the Corporation (and notwithstanding
          the fact that some lesser percentage may be specified by law, this
          Charter or Act of Incorporation or the ByLaws of the Corporation), any
          director or the entire Board of Directors of the


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          Corporation may be removed at any time without cause, but only by the
          affirmative vote of the holders of two-thirds or more of the
          outstanding shares of capital stock of the Corporation entitled to
          vote generally in the election of directors (considered for this
          purpose as one class) cast at a meeting of the stockholders called for
          that purpose.

          (d) Nominations for the election of directors may be made by the Board
          of Directors or by any stockholder entitled to vote for the election
          of directors. Such nominations shall be made by notice in writing,
          delivered or mailed by first class United States mail, postage
          prepaid, to the Secretary of the Corporation not less than 14 days nor
          more than 50 days prior to any meeting of the stockholders called for
          the election of directors; provided, however, that if less than 21
          days' notice of the meeting is given to stockholders, such written
          notice shall be delivered or mailed, as prescribed, to the Secretary
          of the Corporation not later than the close of the seventh day
          following the day on which notice of the meeting was mailed to
          stockholders. Notice of nominations which are proposed by the Board of
          Directors shall be given by the Chairman on behalf of the Board.

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

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

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

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

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

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


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<PAGE>

          Ninth: - This Corporation is to have perpetual existence.

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

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

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

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

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

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

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

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


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<PAGE>

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

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

                (E) any reclassification of securities (including any reverse
                stock split), or recapitalization of the Corporation, or any
                merger or consolidation of the Corporation with any of its
                Subsidiaries or any similar transaction (whether or not with or
                into or otherwise involving an Interested Stockholder) which has
                the effect, directly or indirectly, of increasing the
                proportionate share of the outstanding shares of any class of
                equity or convertible securities of the Corporation or any
                Subsidiary which is directly or indirectly owned by any
                Interested Stockholder, or any Affiliate of any Interested
                Stockholder,

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

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

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

                (c)  For the purposes of this Article Fifteenth:

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

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


                                       11
<PAGE>

          such business combination, or immediately prior to the consummation of
          any such transaction:

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

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

                (C) is an assignee of or has otherwise succeeded in any share of
                capital stock of the Corporation which were at any time within
                two years prior thereto beneficially owned by any Interested
                Stockholder, and such assignment or succession shall have
                occurred in the course of a transaction or series of
                transactions not involving a public offering within the meaning
                of the Securities Act of 1933.

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

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

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

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

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

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


                                       12
<PAGE>

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

                (d) majority of the directors shall have the power and duty to
                determine for the purposes of this Article Fifteenth on the
                basis of information known to them, (1) the number of Voting
                Shares beneficially owned by any person (2) whether a person is
                an Affiliate or Associate of another, (3) whether a person has
                an agreement, arrangement or understanding with another as to
                the matters referred to in paragraph (3) of section (c), or (4)
                whether the assets subject to any business combination or the
                consideration received for the issuance or transfer of
                securities by the Corporation, or any Subsidiary has an
                aggregate fair market value of $1,00,000 or more.

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

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

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

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


                                       13
<PAGE>

                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                         As existing on January 16, 1997


<PAGE>

                       BY-LAWS OF WILMINGTON TRUST COMPANY


                                    ARTICLE I
                             Stockholders' Meetings

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

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

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

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

                                   ARTICLE II
                                    Directors

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

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

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

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

          Section 5. 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

<PAGE>

members, or at the call of the Chairman of the Board of Directors or the
President.

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

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

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

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

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

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

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

                                   ARTICLE III
                                   Committees

          Section I.  Executive Committee

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


                                        2
<PAGE>

shall hold office during the pleasure of the Board.

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

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

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

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

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


                                        3
<PAGE>

          Section 2.  Trust Committee

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

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

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

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

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

          Section 3.  Audit Committee

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

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

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

          Section 4.  Compensation Committee

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


                                        4
<PAGE>

five (5) members who shall be selected by the Board of Directors from its own
members who are not officers of the Company and who shall hold office during the
pleasure of the Board.

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

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

          Section 5.  Associate Directors

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

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

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

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

                                   ARTICLE IV
                                    Officers

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

          Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of


                                        5
<PAGE>

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 of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

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


                                        6
<PAGE>

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

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

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

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

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

                                    ARTICLE V
                          Stock and Stock Certificates

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

          Section 2. Certificate of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

          Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of


                                        7
<PAGE>

any dividend, or to any allotment or rights, or to exercise any rights in
respect of any change, conversion or exchange of capital stock, or in connection
with obtaining the consent of stockholders for any purpose, which record date
shall not be more than 60 nor less than 10 days proceeding the date of any
meeting of stockholders or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent.

                                   ARTICLE VI
                                      Seal

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

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


                                   ARTICLE VII
                                   Fiscal Year

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


                                  ARTICLE VIII
                     Execution of Instruments of the Company

          Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as although
expressly authorized by the Board of Directors and/or the Executive Committee.


                                        8
<PAGE>

                                   ARTICLE IX
               Compensation of Directors and Members of Committees

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

                                    ARTICLE X
                                 Indemnification

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

                    (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director officer in his capacity as a
Director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Director or officer to repay
all amounts advanced if it should be ultimately determined that the Director or
officer is not entitled to be indemnified under this Article or otherwise.

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


                                        9
<PAGE>

under applicable law.

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

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


                                   ARTICLE XI
                            Amendments to the By-Laws

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


                                       10
<PAGE>

                                                                       EXHIBIT C


                             Section 321(b) Consent


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


                                    WILMINGTON TRUST COMPANY

Dated: February 10, 1997            By: /s/ Christopher L. Kaiser
                                        -------------------------
                                    Name: Christopher L. Kaiser
                                    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 December 31, 1996.

<TABLE>
<CAPTION>
ASSETS
                                                                 Thousands of dollars
<S>                                                                          <C>    
Cash and balances due from depository institutions:
          Noninterest-bearing balances and currency and coins.............   213,895
          Interest-bearing balances.......................................         0
Held-to-maturity securities...............................................   465,818
Available-for-sale securities.............................................   752,297
Federal funds sold........................................................    95,000
Securities purchased under agreements to resell...........................    39,190
Loans and lease financing receivables:
          Loans and leases, net of unearned income............. 3,634,003
          LESS:  Allowance for loan and lease losses...........    51,847
          LESS:  Allocated transfer risk reserve...............         0
          Loans and leases, net of unearned income, allowance, and reserve 3,582,156
Assets held in trading accounts...........................................         0
Premises and fixed assets (including capitalized leases)..................    89,129
Other real estate owned...................................................     3,520
Investments in unconsolidated subsidiaries and associated companies.......        52
Customers' liability to this bank on acceptances outstanding..............         0
Intangible assets.........................................................     4,593
Other assets..............................................................   114,300
Total assets.............................................................. 5,359,950
</TABLE>


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<PAGE>

<TABLE>
<CAPTION>
LIABILITIES

<S>                                                                        <C>      
Deposits:
In domestic offices....................................................... 3,749,697
          Noninterest-bearing..................................   852,790
          Interest-bearing..................................... 2,896,907
Federal funds purchased...................................................    77,825
Securities sold under agreements to repurchase............................   192,295
Demand notes issued to the U.S. Treasury..................................    53,526
Trading liabilities.......................................................         0
Other borrowed money:.....................................................   ///////
          With original maturity of one year or less......................   714,000
          With original maturity of more than one year....................    43,000
Mortgage indebtedness and obligations under capitalized leases............         0
Bank's liability on acceptances executed and outstanding..................         0
Subordinated notes and debentures.........................................         0
Other liabilities.........................................................    98,756
Total liabilities ........................................................ 4,929,099
Limited-life preferred stock and related surplus..........................         0

EQUITY CAPITAL

Perpetual preferred stock and related surplus.............................         0
Common Stock..............................................................       500
Surplus...................................................................    62,118
Undivided profits and capital reserves....................................   367,371
Net unrealized holding gains (losses) on available-for-sale securities....       862
Total equity capital......................................................   430,851
Total liabilities, limited-life preferred stock, and equity capital....... 5,359,950
</TABLE>


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