Exhibit 25(a)

                       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)



                    Subordinated Debt Securities of Citicorp
                       (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 11th day
of November, 1996.
                                         WILMINGTON TRUST COMPANY
[SEAL]

Attest:/s/ I. A. Lennon                  By:/s/ Thomas P. Laskaris
       Assistant Secretary               Name:  Thomas P. Laskaris
                                         Title:  Vice President

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                                   EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987

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                                 Amended Charter

                                       or

                              Act of Incorporation

                                       of

                            Wilmington Trust Company

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

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

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

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

                      (1) To sue and be sued,  complain  and defend in any Court
                    of law or  equity  and to make  and use a common  seal,  and
                    alter  the  seal at  pleasure,  to hold,  purchase,  convey,
                    mortgage or otherwise  deal in real and personal  estate and
                    property,  and to appoint  such  officers  and agents as the
                    business of the Corporation  shall require,  to make by-laws
                    not inconsistent with the Constitution or laws of the 
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                    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

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<PAGE>

                    trust,   office,  duty,  contract  or  agreement,  either by
                    itself or in conjunction with any other person,  or persons,
                    corporation,  or  corporations,  or in  like  manner  become
                    surety upon any bond,  recognizance,  obligation,  judgment,
                    suit,  order, or decree to be entered in any court of record
                    within the State of Delaware or elsewhere,  or which may now
                    or hereafter be required by any law, judge, officer or court
                    in the State of Delaware or elsewhere.

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

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

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

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<PAGE>

                    as and when
                    the Board of Directors shall determine, and in the promotion
                    of its said  corporate  business  of  investment  and to the
                    extent  authorized by law, to lease,  purchase,  hold, sell,
                    assign,  transfer,  pledge,  mortgage  and  convey  real and
                    personal  property  of any name and nature and any estate or
                    interest therein.

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

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

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

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

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

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

                      (6) It is the  intention  that the  objects,  purposes and
                    powers  specified  and clauses  contained in this  paragraph
                    shall (except where  otherwise  expressed in said 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 conditions
                    on which, Preferred Stock of such series may be redeemed.

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                      (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 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

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            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 of the whole Board,  provided,  however, that the number of
            directors  shall not

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            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  occupation or
            employment  of  such  nominee  and  (iii) the  number  of  shares of

                                       8
<PAGE>

            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.

            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).

                                       9
<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) 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 be specified, by law or in any agreement with any national
securities exchange or otherwise.

                                       10
<PAGE>

                      (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 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

                                       11
<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 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

                                       12
<PAGE>
            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 February 21, 1991

                                       
<PAGE>

                       BY-LAWS OF WILMINGTON TRUST COMPANY


                                    ARTICLE I
                             Stockholders' Meetings

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

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

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

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


                                   ARTICLE II
                                   Directors

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

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

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

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

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

<PAGE>

            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 shall  hold office during the pleasure of the Board.

                        (B) The  Executive  Committee  shall have all the powers
of the Board of

                                       2
<PAGE>

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 least once
a week in each week the Board is not regularly  scheduled  to meet.  A  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.

            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.

                                       3
<PAGE>

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

                        (C) The  Trust  Committee  shall  meet at the  principal
office of the Company or elsewhere in its discretion   at least once a month.  A
majority of its  members  shall be  necessary  to  constitute  a  quorum for the
transaction of business. Special meetings  of the Trust Committee may be held at
any  time  when a  quorum  is present.

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

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

            Section 3.  Audit Committee

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

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

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

            Section 4.  Compensation Committee
                        (A) The  Compensation  Committee  shall be  composed  of
not more than 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

                                       4
<PAGE>

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 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 3. 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.

                                       5
<PAGE>

            Section  4.  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  5. 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 6. 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  7. 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 8. 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 9. 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

                                       6

<PAGE>

they are assigned.

            Section  10.  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 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."

                                       7

<PAGE>

                                   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.


                                   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

                                       8

<PAGE>

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 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.

                                       9

<PAGE>

                                    EXHIBIT C


                             Section 321(b) Consent


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



                                    WILMINGTON TRUST COMPANY


Dated: November 11, 1996            By: /s/ Thomas P. Laskaris
                                        ----------------------
                                    Name: Thomas P. Laskaris
                                    Title: Vice President

<PAGE>

                                    EXHIBIT D



                                     NOTICE


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



REPORT OF CONDITION

Consolidating domestic subsidiaries of the

     WILMINGTON TRUST COMPANY      of        WILMINGTON
           Name of Bank                         City

in the State of   DELAWARE  , at the close of business on June 30, 1996.



ASSETS
                                                            Thousands of dollars
Cash and balances due from depository institutions:
           Noninterest-bearing balances and currency and coins           197,600
           Interest-bearing balances                                           0
Held-to-maturity securities                                              495,691
Available-for-sale securities                                            851,207
Federal funds sold                                                        15,000
Securities purchased under agreements to resell                           44,000
Loans and lease financing receivables:
           Loans and leases, net of unearned income. . . . . 3,483,407
           LESS:  Allowance for loan and lease losses. . . . . .48,992
           LESS:  Allocated transfer risk reserve. . . . . . . .     0
           Loans and leases, net of unearned income, allowance, 
               and reserve                                             3,434,415
Assets held in trading accounts                                                0
Premises and fixed assets (including capitalized leases)                  80,629
Other real estate owned                                                    6,713
Investments in unconsolidated subsidiaries and associated companies    .     127
Customers' liability to this bank on acceptances outstanding                   0
Intangible assets                                                          4,164
Other assets                                                             111,722
Total assets                                                           5,241,268

                                                          CONTINUED ON NEXT PAGE

<PAGE>

LIABILITIES

Deposits:
In domestic offices                                                    3,389,271
           Noninterest-bearing . . . . . . . .731,169
           Interest-bearing. . . . . . . . .2,658,102
Federal funds purchased                                                   69,265
Securities sold under agreements to repurchase                           200,471
Demand notes issued to the U.S. Treasury                                  74,421
Trading liabilities                                                            0
Other borrowed money:                                                    ///////
           With original maturity of one year or less                    962,500
           With original maturity of more than one year                   28,000
Mortgage indebtedness and obligations under capitalized leases                 0
Bank's liability on acceptances executed and outstanding                       0
Subordinated notes and debentures                                              0
Other liabilities                                                         97,430
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . 4,821,358
Limited-life preferred stock and related surplus                               0



EQUITY CAPITAL

Perpetual preferred stock and related surplus                                  0
Common Stock                                                                 500
Surplus                                                                   62,115
Undivided profits and capital reserves                                   359,327
Net unrealized holding gains (losses) on  
  available-for-sale  securities                                         (2,032)
Total equity capital                                                     419,910
Total liabilities, limited-life preferred
  stock, and equity capital                                            5,241,268

                                       2