Registration No.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

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

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

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



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

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

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

                              BLUE VALLEY BAN CORP
                             BVBC CAPITAL TRUST I
              (Exact name of obligor as specified in its charter)

       Kansas                                         48-1070996
       Delaware                                       Applied For
(State of incorporation)                    (I.R.S. employer identification no.)

          11935 Riley
      Overland Park, Kansas                              66225-6128
(Address of principal executive offices)                 (Zip Code)


              Trust Preferred Securities of BVBC Capital Trust I
                      (Title of the indenture securities)






ITEM 1.      GENERAL INFORMATION.

             Furnish the following information as to the trustee:

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


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

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


             The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

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

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

ITEM 3.  LIST OF EXHIBITS.

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

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

        Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 7th
day of April, 2000.



   [SEAL]                                       WILMINGTON TRUST COMPANY


Attest:  /s/Patricia A. Evans             By:   /s/James P. Lawler
Name: Patricia A. Evans                   Name: James P. Lawler
Title:  Assistant Secretary               Title:  Vice President



                                       2


                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987






                                 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



                                       1


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

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

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

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

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

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

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

          (8) To guarantee the validity,  performance  or effect of any contract
          or



                                       2


          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  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




                                       3


          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.

               (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




                                       4


               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 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;



                                       5



               (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 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.



                                       6


          (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.

         (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



                                       7


          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  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


                                       8



          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, agents and servants
          as may be  provided  in the By-Laws as they may from time to time find
          necessary or proper.

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

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

          Ninth: - This Corporation is to have perpetual existence.

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

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

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

          Thirteenth:  - The Board of Directors of the  Corporation is expressly
          authorized to



                                       9


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

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

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

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

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

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



                                       10



               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 in
                    any one or more of clauses (A) through (E) of paragraph 1 of
                    the section (a).

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

               (c) For the purposes of this Article Fifteenth:

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

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

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

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

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

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



                                       11


                  (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.

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

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

               (e)  Nothing   contained  in  this  Article  Fifteenth  shall  be
               construed to relieve any



                                       12


               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



                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                         AS EXISTING ON JANUARY 20, 2000

                       BY-LAWS OF WILMINGTON TRUST COMPANY


                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

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

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

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

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


                                   ARTICLE II
                                    DIRECTORS

      Section 1. The number and classification of the Board of Directors shall
be as set forth in the Charter of the Bank. No more than two Directors may also
be employees of the Company or any affiliate thereof.


      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. The Chairman of the
Board of Directors shall not be qualified to continue to serve as a Director
upon the termination for any reason of his or her services in that office.

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

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

      Section 5. The Board of Directors shall meet at the principal office of
the Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

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

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

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

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

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

                                       2


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

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


                                   ARTICLE III
                                   COMMITTEES

      Section 1.  Executive Committee

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

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

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

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

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

                    (F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers 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



                                       3


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

      Section 2.  Audit Committee

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

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

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

      Section 3.  Compensation Committee

                    (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

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

                                       4


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

      Section 4.  Associate Directors

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

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

      Section 5.  Absence or Disqualification of Any Member of a Committee

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


                                   ARTICLE IV
                                    OFFICERS

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

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

      Section 3. The President shall have the powers and duties pertaining to
the office of the 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.

                                       5


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

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

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

      Section 7. The Treasurer shall have general supervision over all assets
and liabilities of the Company. He shall be custodian of and responsible for all
monies, funds and valuables of the Company and for the keeping of proper records
of the evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

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

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

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

                                       6


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

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

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


                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

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

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

      Section 3. The Board of Directors of the Company is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
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.

                                       7



                                   ARTICLE VI
                                      SEAL

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

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


                                   ARTICLE VII
                                   FISCAL YEAR

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


                                  ARTICLE VIII
                    EXECUTION OF INSTRUMENTS OF THE COMPANY

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


                                   ARTICLE IX
              COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

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


                                       8


services so performed reasonable compensation as may be determined by the Board
of Directors.


                                    ARTICLE X
                                 INDEMNIFICATION

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

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

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

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

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

                                       9



                                   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





                                    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: April 7, 2000                      By:   /s/James P. Lawler
                                          Name: James P. Lawler
                                          Title: Vice President






                                    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, 1999.
                ------------




ASSETS
                                                                                 
                                                                                    Thousands of dollars
Cash and balances due from depository institutions:
         Noninterest-bearing balances and currency and coins.....................................213,700
         Interest-bearing balances...................................................................  0
Held-to-maturity securities...................................................................... 30,232
Available-for-sale securities..................................................................1,628,889
Federal funds sold and securities purchased under agreements to resell...........................390,650
Loans and lease financing receivables:
         Loans and leases, net of unearned income. . . . . . .   4,374,777
         LESS:  Allowance for loan and lease losses. . . . . .      71,368
         LESS:  Allocated transfer risk reserve. . . . . . . .           0
         Loans and leases, net of unearned income, allowance, and reserve......................4,303,409
Assets held in trading accounts........................................................................0
Premises and fixed assets (including capitalized leases).........................................122,273
Other real estate owned...........................................................................   576
Investments in unconsolidated subsidiaries and associated companies................................1,511
Customers' liability to this bank on acceptances outstanding...........................................0
Intangible assets................................................................................. 5,100
Other assets.....................................................................................133,449
Total assets...................................................................................6,829,789



                                                                                  CONTINUED ON NEXT PAGE






LIABILITIES

Deposits:
In domestic offices............................................................................5,186,079
         Noninterest-bearing . . . . . . . .      986,667
         Interest-bearing. . . . . . . . . .    4,199,412
Federal funds purchased and Securities sold under agreements to repurchase...................... 269,343
Demand notes issued to the U.S. Treasury..........................................................95,000
Trading liabilities (from Schedule RC-D)...............................................................0
Other borrowed money:............................................................................///////
         With original maturity of one year or less..............................................670,000
         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).........................................................  151,436
Total liabilities..............................................................................6,414,858


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...........................................................386,485
Net unrealized holding gains (losses) on available-for-sale securities..........................(34,172)
Total equity capital.............................................................................414,931
Total liabilities, limited-life preferred stock, and equity capital............................6,829,789