FORM T-1

EXHIBIT 25(b)
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Registration No.
______________________________________________________________________
______________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

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

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

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

Delaware 00-0000000
(State of incorporation) (I.R.S. employer identification no.)

Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 19890
(Address of principal executive offices)

Xxxxxxx X. Xxxxxxx
Vice President and Trust Counsel
Wilmington Trust Company
Xxxxxx Square North
Wilmington, Delaware 19890
(000) 000-0000
(Name, address and telephone number of agent for service)

NORTHWESTERN CORPORATION
NORTHWESTERN CAPITAL FINANCING II
(Exact name of obligor as specified in its charter)

Delaware 00-0000000
Delaware Applied For
State of incorporation) (I.R.S. employer identification no.)

000 X. Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxx, Xxxxx Xxxxxx 00000
(Address of principal executive offices) (Zip Code)

Preferred Securities of NorthWestern Capital Financing II
(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 Dover, Delaware
Five Penn Center
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.

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

Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended, the trustee, Wilmington Trust Company, a corporation
organized and existing under the laws of Delaware, has duly caused
this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Wilmington
and State of Delaware on the 10th day of July, 1999.

WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx
------------------------- ---------------------------
Assistant Secretary Name: Xxxxxx X. XxxXxxxxx
Title: Vice President

EXHIBIT A

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

AMENDED CHARTER

ACT OF INCORPORATION

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 Xxxxxx Square North, in the City of Wilmington,
County of New Castle; the name of its resident agent is
WILMINGTON TRUST COMPANY whose address is Xxxxxx 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 Xxxxxxx Streets, 000 Xxxxxxxx Xxxxxx, 0000 Xxxxxx Xxxxxx, and
0000 Xxxxxx Xxxxxx, all in the City of Wilmington, New Castle
County, Delaware, and such other branch offices or places of
business as may be authorized from time to time by the agency or
agencies of the government of the State of Delaware empowered to
confer such authority.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(5) To have one or more offices, to carry on all or any of

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

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

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

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

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

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

(1) The distinctive designation of, and the number of

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

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

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

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

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

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

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

(c) (1) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with the
provisions of section (b) of this Article FOURTH), if any, shall
have been met and after the Corporation shall have complied with
all the requirements, if any, with respect to the setting aside

of sums as sinking funds or redemption or purchase accounts
(fixed in accordance with the provisions of section (b) of this
Article FOURTH), and subject further to any conditions which may
be fixed in accordance with the provisions of section (b) of this
Article FOURTH, then and not otherwise the holders of Common
Stock shall be entitled to receive such dividends as may be
declared from time to time by the Board of Directors.

(2) After distribution in full of the preferential amount,
if any, (fixed in accordance with the provisions of section
(b) of this Article FOURTH), to be distributed to the
holders of Preferred Stock in the event of voluntary or
involuntary liquidation, distribution or sale of assets,
dissolution or winding-up, of the Corporation, the holders
of the Common Stock shall be entitled to receive all of the
remaining assets of the Corporation, tangible and
intangible, of whatever kind available for distribution to
stockholders ratably in proportion to the number of shares
of Common Stock held by them respectively.

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

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

(e) The relative powers, preferences and rights of each series
of Preferred Stock in relation to the relative powers,
preferences and rights of each other series of Preferred Stock
shall, in each case, be as fixed from time to time by the Board
of Directors in the resolution or resolutions adopted pursuant to

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

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

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

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

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

(b) The Board of Directors shall be divided into three classes,
as nearly equal in number as the then total number of directors
constituting the whole Board permits, with the term of office of
one class expiring each year. At the annual meeting of
stockholders in 1982, directors of the first class shall be
elected to hold office for a term expiring at the next succeeding
annual meeting, directors of the second class shall be elected to

hold office for a term expiring at the second succeeding annual
meeting and directors of the third class shall be elected to hold
office for a term expiring at the third succeeding annual
meeting. Any vacancies in the Board of Directors for any reason,
and any newly created directorships resulting from any increase
in the directors, may be filled by the Board of Directors, acting
by a majority of the directors then in office, although less than
a quorum, and any directors so chosen shall hold office until the
next annual election of directors. At such election, the
stockholders shall elect a successor to such director to hold
office until the next election of the class for which such
director shall have been chosen and until his successor shall be
elected and qualified. No decrease in the number of directors
shall shorten the term of any incumbent director.

(c) Notwithstanding any other provisions of this Charter or Act
of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that some lesser percentage may be
specified by law, this Charter or Act of Incorporation or the By-
Laws of the Corporation), any director or the entire Board of
Directors of the Corporation may be removed at any time without
cause, but only by the affirmative vote of the holders of two-
thirds or more of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a
meeting of the stockholders called for that purpose.

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

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

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

so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.

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

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

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

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

NINTH: - This Corporation is to have perpetual existence.

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

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

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

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

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 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.

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

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

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

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

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

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

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

(B) which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right

is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (ii)
the right to vote pursuant to any agreement, arrangement or
understanding, or

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

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

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

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

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

EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on January 16, 1997

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 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.

(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.

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

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

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

Section 5. Associate Directors

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

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

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

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

ARTICLE IV
OFFICERS

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

Section 2. THE VICE CHAIRMAN OF THE BOARD. The Vice Chairman of
the Board of 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.

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 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.

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.

(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.

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: July 10, 1999 By: /s/ Xxxxxx X. XxxXxxxxx
---------------------------
Name: Xxxxxx X. XxxXxxxxx
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 March 31, 1999.
--------

ASSETS

Thousands of dollars

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins . . . . . . . . . . . . . . . . . . . . . . . . 196,035
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,909
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,396,028
Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . 127,340
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . 4,176,290
LESS: Allowance for loan and lease losses. . . . . . 68,543
LESS: Allocated transfer risk reserve. . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . . . . . . . . . . 4,107,747
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . . . 139,843
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,055
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . . . . . . . . . 1,225
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,265
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,075
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,118,520

CONTINUED ON NEXT PAGE

LIABILITIES

Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,332,124
Noninterest-bearing . . . . . . . . 959,777
Interest-bearing. . . . . . . . . . 3,372,347
Federal funds purchased and Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . 432,395
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,906
Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ///////
With original maturity of one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715,000
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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,311
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,644,736

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 408,053
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . 3,113
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473,784
Total liabilities, limited-life preferred stock, and equity capital . . . . . . . . . . . . . . . . . . . . 6,118,520

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FORM T-1

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