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                                                                    EXHIBIT 25.3

                                                                Registration No.
                                                                
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM T-1

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

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) [X] 

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



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


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

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


                            SUIZA FOODS CORPORATION

              (Exact name of obligor as specified in its charter)


      Delaware                                            75-2559681
(State of incorporation)                    (I.R.S. employer identification no.)


     3811 Turtle Creek Blvd.
          Suite 1300
        Dallas, Texas                                       75219
(Address of principal executive offices)                  (Zip Code)


               Suiza Foods Corporation Guarantee with respect to
                  5.5% Trust Convertible Preferred Securities

                      (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, 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 27th day of May, 1998.


                                         WILMINGTON TRUST COMPANY

[SEAL]

Attest:/s/ W. Chris Sponenberg           By:/s/ Emmett R. Harmon   
       ---------------------------          ----------------------------
       Assistant Secretary               Name: Emmett R. Harmon
                                         Title:  Vice President





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                                   EXHIBIT A

                                AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987
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                                AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

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

           FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

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

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

                  (1)  To sue and be sued, complain and defend in any Court of
                  law or equity and to make and use a common seal, and alter
                  the seal at pleasure, to hold, purchase, convey, mortgage or
                  otherwise deal in real and personal estate and property, and
                  to appoint such officers and agents as the business of the
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                  Corporation shall require, to make by-laws not inconsistent
                  with the Constitution or laws of the United States or of this
                  State, to discount bills, notes or other evidences of debt,
                  to receive deposits of money, or securities for money, to buy
                  gold and silver bullion and foreign coins, to buy and sell
                  bills of exchange, and generally to use, exercise and enjoy
                  all the powers, rights, privileges and franchises incident to
                  a corporation which are proper or necessary for the
                  transaction of the business of the Corporation hereby
                  created.

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

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

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

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

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

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





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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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                  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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                  (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 By-Laws 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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           NINTH: - This Corporation is to have perpetual existence.

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

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

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

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

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

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

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

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





                                       10
<PAGE>   14
                  (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>   15
           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>   16
           (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 $1,000,000
                  or more.

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

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

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

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





                                       13
<PAGE>   17
                                   EXHIBIT B

                                    BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON JANUARY 16, 1997
<PAGE>   18
                      BY-LAWS OF WILMINGTON TRUST COMPANY


                                   ARTICLE I
                             STOCKHOLDERS' MEETINGS

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

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

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

           Section 4.  A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured.  At each annual or
special meeting of stockholders, each stockholder shall be entitled to one
vote, either in person or by proxy, for each 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>   19
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 1.  Executive Committee

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





                                       2
<PAGE>   20
                       (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>   21
           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>   22
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>   23
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>   24
           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>   25
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 though
expressly authorized by the Board of Directors and/or the Executive Committee.





                                       8
<PAGE>   26
                                   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 under applicable law.





                                       9
<PAGE>   27
                       (D)  The rights conferred on any person by this Article
X shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

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


                                   ARTICLE XI
                           AMENDMENTS TO THE BY-LAWS

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





                                       10
<PAGE>   28


                                                                       EXHIBIT C




                             SECTION 321(B) CONSENT


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




                                    WILMINGTON TRUST COMPANY


Dated: May 27, 1998                 By: /s/ Emmett R. Harmon 
                                        ------------------------
                                    Name: Emmett R. Harmon
                                    Title: Vice President
<PAGE>   29
                                   EXHIBIT D



                                     NOTICE


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


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

Consolidating domestic subsidiaries of the

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

in the State of DELAWARE, at the close of business on December 31, 1997.



<TABLE>
<CAPTION>
ASSETS
                                                                                                     Thousands of dollars
<S>                                                                                                             <C>
Cash and balances due from depository institutions:
           Noninterest-bearing balances and currency and coins  . . . . . . . . . . . . . . . . . . . . . . . . . 236,646
           Interest-bearing balances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   0
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   331,880
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,258,661
Federal funds sold and securities purchased under agreements to resell  . . . . . . . . . . . . . . . . . . . . .  91,500
Loans and lease financing receivables:
           Loans and leases, net of unearned income. . . . . . . 3,822,320
           LESS:  Allowance for loan and lease losses. . . . . .    59,373
           LESS:  Allocated transfer risk reserve. . . . . . . .         0
           Loans and leases, net of unearned income, allowance, and reserve   . . . . . . . . . . . . . . . . . 3,762,947
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Premises and fixed assets (including capitalized leases)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,740
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2,106
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . . . . . . . . . . . .  22
Customers' liability to this bank on acceptances outstanding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,905
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,799
Total assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,919,206
</TABLE>



                                                          CONTINUED ON NEXT PAGE
<PAGE>   30
<TABLE>
<S>                                                                                                             <C>
LIABILITIES

Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,034,633
           Noninterest-bearing . . . . . . . .     839,928
           Interest-bearing. . . . . . . . . .   3,194,705
Federal funds purchased and Securities sold under agreements to repurchase  . . . . . . . . . . . . . . . . . .   575,827
Demand notes issued to the U.S. Treasury  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61,290
Trading liabilities (from Schedule RC-D)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ///////
           With original maturity of one year or less   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 673,000
           With original maturity of more than one year   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43,000
Bank's liability on acceptances executed and outstanding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other liabilities (from Schedule RC-G)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    76,458
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,464,208


EQUITY CAPITAL

Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Common Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Surplus (exclude all surplus related to preferred stock)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62,118
Undivided profits and capital reserves  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385,018
Net unrealized holding gains (losses) on available-for-sale securities  . . . . . . . . . . . . . . . . . . . . . . 7,362
Total equity capital  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 454,998
Total liabilities, limited-life preferred stock, and equity capital . . . . . . . . . . . . . . . . . . . . . . 5,919,206
</TABLE>





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