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                                                                    EXHIBIT 25.1


                                  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 ByLaws of the Corporation),
            any director or the entire Board of Directors of the

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

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

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

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

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

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

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

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


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            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.







                                        5

<PAGE>   23







            Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

            Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors in the absence of the Chairman of the
Board the President shall have the powers and duties of the Chairman of the
Board.

            Section 4. The Chairman of the Board of Directors or the President
as designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

            Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

            Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

            Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition 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
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<CAPTION>


LIABILITIES
<S>                                                                                                   <C>
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
</TABLE>


<TABLE>
<CAPTION>


EQUITY CAPITAL
<S>                                                                                                      <C>
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
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