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                                                                     EXHIBIT 3.2

                                MBNA CORPORATION
                                COMPOSITE BYLAWS

                            ARTICLE I - STOCKHOLDERS

SECTION 1.        ANNUAL MEETING

         The annual meeting of the stockholders of the Corporation, for the
election of the directors and for the transaction of such other business within
the power of the Corporation as properly may come before the meeting, shall be
held at such place as the Board of Directors may designate, at such date and
hour during the month of April as shall be determined by the Board of Directors.

SECTION 2.        SPECIAL MEETING

         At any time in the intervals between annual meetings, a special meeting
of the stockholders may be called by the Chairman of the Board of Directors or
by the President or by the Board of Directors. Upon the request in writing by
stockholders entitled to cast at least 25% of all the votes entitled to be cast
at the meeting, the Secretary shall call a special meeting of the stockholders.
The request shall state the purpose of the meeting and the matters proposed to
be acted on. The Secretary shall inform such stockholders of the reasonably
estimated costs of preparing and mailing the notice of the meeting and, upon
payment to the Corporation of such costs, the Secretary shall give notice of the
time, place and purpose of the meeting in the manner provided in these Bylaws.
Unless requested by stockholders entitled to cast a majority of all the votes
entitled to be cast at the meeting, a special meeting need not be called to
consider any matter which is substantially the same as a matter voted on at any
special meeting of the stockholders held during the preceding 12 months.

SECTION 3.        NOTICE OF MEETING

         Not less than ten (10) days nor more than ninety (90) days before the
date of every stockholder's meeting, the Secretary shall give to each
stockholder entitled to vote thereat, written or printed notice stating the time
and place of such meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, by third-class or first-class mail,
postage prepaid, mailed to each stockholder of record at his address as shown
upon the books of the Corporation.


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SECTION 4.        NOTICE OF STOCKHOLDERS BUSINESS

         At any annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, the business, including any nomination for
election of directors, must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors, (ii)
otherwise properly brought before the meeting by or at the direction of the
board of directors, or (iii) otherwise properly brought before the meeting by a
stockholder who complies with the notice procedures set forth in this Section 4.

         For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such business must be a proper matter for
stockholder action. To be timely, such notice must be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the 90th day prior to the first anniversary of the preceding
year's annual meeting. If the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, to be timely any such
notice must be so delivered not later than the close of business on the later of
the 90th day prior to such annual meeting or the 10th day following the day on
which public announcement of such meeting is first made. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described above. In the event
that the number of directors is increased and there is a public announcement of
the increase or a public announcement naming all of the nominees for director at
least 100 days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice shall be considered timely if delivered within
the time period described above. If such public announcement is made later, a
stockholder's notice shall be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered not later than the close of business on the 10th day following the day
on which such public announcement is first made by the Corporation.

         Any such notice by a stockholder shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (ii) the name and address of the stockholder
proposing such business, as they appear on the Corporation's books, and of the
beneficial owner, if any, on whose behalf the proposal is made, (iii) the class
and number of shares of the capital stock of the Corporation which are
beneficially owned by such stockholder and such beneficial owner, if any, and
(iv) any material interest of such stockholder and such beneficial owner, if
any, in such business. If a stockholder proposes the nomination for election of
directors, such notice by the stockholder shall also set forth as to each person
whom the stockholder proposes to nominate (i) the name, age, business address
and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the capital
stock of the Corporation which are beneficially owned by such person and

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(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies for the election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934 ("Exchange Act") or any
successor regulation thereto, including without limitation such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected and whether any person intends to seek reimbursement from
the Corporation of the expenses of any solicitation of proxies should such
person be elected a director of the Corporation. No person shall be entitled to
receive reimbursement from the Corporation of the expenses of a solicitation of
proxies for the election as a director of a person named in such notice unless
such notice states that such reimbursement will be sought from the Corporation.

         Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
board of directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (i)
by or at the direction of the board of directors or (ii) by a stockholder who
complies with the notice procedures set forth in this Section 4. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the board of directors, any such stockholder
may nominate a person or persons, as the case may be, for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder gives timely notice thereof to the Secretary of the Corporation in
writing and setting forth the information required in the paragraph immediately
above. To be timely, any such notice must be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the later of the 90th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the board of directors to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

         For purposes of this Section 4, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

         Notwithstanding anything in these bylaws to the contrary, no business
shall be conducted at any annual or special meeting except in accordance with
the procedures set forth in this Section. The chairman of the annual or special
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section and, if he should so determine, he shall so declare
to the meeting that any such business not properly brought before the meeting
shall not be considered or transacted.

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         Notwithstanding the foregoing provisions of this Section 4, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 4. Nothing in this Section 4 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act or the holders of
any series of preferred stock to elect directors under specified circumstances.

SECTION 5.        QUORUM

         At any meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of the votes thereat shall constitute a
quorum.

         A meeting of stockholders convened on the date for which it was called
may be adjourned from time to time by vote of a majority of the shares present
in person or by proxy even if less than a quorum without further notice to a
date not more than 120 days after the original record date. At such reconvened
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting originally called. The stockholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

SECTION 6.        PROXIES

         At all meetings of stockholders, a stockholder may vote the shares
owned of record by him either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.

SECTION 7.        VOTING

         Each stockholder shall be entitled to one vote for each share of stock
held by him. At all elections of directors of the Corporation, each stockholder
shall have the right to vote, in person or by proxy, the shares owned of record
by him, for as many persons as there are directors to be elected and for whose
election he has a right to vote. A plurality of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient
to elect any director. A majority of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any other matter which may properly come before
the meeting unless more than a majority of votes is required by law or the
Charter.

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                             ARTICLE II - DIRECTORS

SECTION 1.        POWERS

         The business and affairs of the Corporation shall be managed by or
under the direction of its Board of Directors, which may exercise all of the
powers of the Corporation, except such as are by statute expressly conferred
upon or reserved to the stockholders.

SECTION 2.        NUMBER AND TENURE

         The number of directors of the Corporation shall be that number as may
be fixed from time to time by resolution of the Board of Directors but in no
event shall be less than the lesser of three (3) or the number of stockholders
or more than twenty (20).

SECTION 3.        VACANCIES

         Any vacancy occurring in the Board of Directors, other than one
occurring because of an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors. A vacancy
occurring in the Board of Directors by reason of an increase in the number of
directors may be filled by a majority of the entire Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.

SECTION 4.        REGULAR MEETINGS

         The Board of Directors shall meet for the purpose of organization, the
election of officers, and the transaction of other business as soon as
practicable after each annual election of directors. Notice of such meeting need
not be given.

         The Board of Directors shall also meet regularly at such times as may
be stated from time to time by the Board.

SECTION 5.        SPECIAL MEETINGS

         Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors, the President or by a majority of the Board.

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SECTION 6.        NOTICE

         Notice of every regular, except as otherwise provided in Article II,
Section 4 of these Bylaws, or special meeting of the Board shall be given to
each director at least one (l) day previous thereto by written notice delivered
personally or mailed to his last known business or residence address, or by
telegram sent to his last known business or residence address, or by personal
telephone call. Any director may waive notice of any meeting by written waiver
filed with the records of the meeting, either before or after the holding
thereof. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

SECTION 7.        QUORUM

         A majority of the Board of Directors shall constitute a quorum for the
transaction of business, but if less than such quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.

SECTION 8.        MANNER OF ACTING

         The action of a majority of the directors present at a meeting at which
a quorum is present shall be the action of the Board of Directors unless the
concurrence of a greater proportion is required for such action by law, the
Charter or these Bylaws.

SECTION 9.        COMMITTEES

         The Board of Directors may establish committees, composed of at least
two directors, from among its members. Any such committee shall serve at the
pleasure of the Board of Directors and shall have such powers in the management
of the business and affairs of the Corporation as may be delegated by the Board
of Directors consistent with law. The Board of Directors may fill any vacancy on
a committee. Committees shall meet at the call of the Chairman of the Board of
Directors or any two or more members. A majority of the members of a committee
shall constitute a quorum for the transaction of business and the actions of a
majority of the members present at a meeting at which a quorum is present shall
be the action of the committee. The members of any committee present at a
meeting, whether or not they constitute a quorum, may appoint a director to act
in the place of an absent member. Each committee shall report its actions to the
Board of Directors. Any action taken by a committee shall be subject to review
or alteration by the Board of Directors, provided that no rights of third
persons arising from any action taken or permitted upon the failure of approval
of such committee shall be affected by any such review or alteration or by
disapproval by the Board of Directors of any report by the committee.

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SECTION 10.       COMPENSATION

         Directors shall receive for their services as directors of the
Corporation such compensation as shall be determined by resolution of the Board
of Directors. A director may serve the Corporation or its subsidiaries in any
other capacity and receive compensation therefor.

SECTION 11.       INFORMAL ACTION

         Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if a written consent to such
action is signed by all members of the Board of Directors and such written
consent is filed with the minutes of proceedings of the Board of Directors.

                             ARTICLE III - OFFICERS

SECTION 1.        NUMBER

         The officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers as the Board of Directors may elect or may be appointed as provided in
Section 2 hereof. Any two offices may be held by the same persons, except those
of President and Vice President, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such instrument is required
to be executed, acknowledged or verified by any two or more officers. In its
discretion, the Board of Directors may leave unfilled any offices except those
of President, Treasurer and Secretary.

SECTION 2.        ELECTION AND TENURE

         The officers of the Corporation shall be elected by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the stockholders, or as soon after such first meeting as may be
convenient. Each officer shall hold office for a term of one (l) year and until
his successor shall have been duly elected and shall have qualified.

SECTION 3.        REMOVAL

         Any officer or agent of the Corporation may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. The Board of Directors may authorize
any officer to remove subordinate officers.

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SECTION 4.        VACANCIES

         A vacancy in any office may be filled by the Board of Directors for the
unexpired portion of the term.

SECTION 5.        CHAIRMAN OF THE BOARD

         The Chairman of the Board, if one is elected by the Board of Directors,
shall be the chief executive officer of the Corporation, shall have general
charge and supervision of the policies and affairs of the Corporation, shall
preside at all meetings of the Board of Directors and stockholders and shall
have such other duties as are provided in these Bylaws and as from time to time
may be assigned by the Board of Directors.

SECTION 6.        PRESIDENT

         The President shall have such duties as are provided in these Bylaws or
as from time to time may be assigned by the Board of Directors and the Chairman
of the Board. In the absence of the Chairman of the Board of Directors or if one
is not elected, the President shall perform the duties and exercise the
functions of the Chairman of the Board of Directors.

SECTION 7.        VICE PRESIDENTS

         The Vice President or Vice Presidents shall have such duties and
functions as from time to time may be assigned by the Board of Directors or the
Chairman of the Board or the President, except as may otherwise be provided by
the Board of Directors.

SECTION 8.        SECRETARY

         The Secretary shall be responsible for the minute books of the
Corporation, in which he shall maintain and preserve the organization papers of
the Corporation, the Articles of Incorporation, the Bylaws and the proceedings
of regular and special meetings of the stockholders, the Board of Directors and
any committees. He shall be responsible for the custody of the seal of the
Corporation and shall be responsible for such other duties and functions as may
be assigned from time to time by the Board of Directors, the Chairman of the
Board or the President.

SECTION 9.        TREASURER

         The Treasurer shall have general charge of the financial affairs of the
Corporation. He shall in general have all powers and perform all duties and
functions incident to the office of Treasurer and such as may from time to time
be prescribed by the Board of Directors, the Chairman of the Board or the
President.

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SECTION 10.       OTHER OFFICERS

         Such other officers as may be elected by the Board of Directors shall
have such powers and perform such duties as the Board of Directors, the Chairman
of the Board of Directors or the President may from time to time prescribe.

SECTION 11.       SALARIES

         Salaries to be paid to all officers and employees shall be fixed in
such manner as the Board of Directors may determine from time to time and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.

SECTION 12.       SPECIAL APPOINTMENTS

         In the absence or incapacity of any officer, or in the event of a
vacancy in any office, the Board of Directors may designate any person to fill
any such office pro tempore or for any particular purpose.

SECTION 13.       VOTING STOCK HELD BY THE CORPORATION

         Unless otherwise ordered by the Board of Directors, the Chairman of the
Board of Directors, the President or a Vice President or other officer thereunto
duly authorized by the Chairman of the Board of Directors or the President shall
have full power and authority on behalf of the Corporation to attend and to vote
at any meeting of stockholders of any corporation in which this Corporation may
hold stock, and may exercise on behalf of the Corporation any and all of the
rights and powers incident to the ownership of such stock at any such meeting,
and shall have power and authority to execute and deliver proxies and consents
on behalf of this Corporation in connection with the exercise by this
Corporation of the rights and powers incident to the ownership of such stock.
The Board of Directors, from time to time, may confer like powers upon any other
person or persons.

                          ARTICLE IV - INDEMNIFICATION

         The Corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify its officers to the same extent
as its directors and to such further extent as is consistent with law. The
Corporation shall indemnify its directors and officers who, while serving as
directors or officers of the Corporation, also serve at the request of the
Corporation as a director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan to the fullest extent consistent with law.
The indemnification and other rights provided by this Article shall continue as
to a person who has ceased to be a

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director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Any director or officer seeking indemnification within the scope of
this Article shall be entitled to advances from the Corporation for payment of
the reasonable expenses incurred by him in connection with the matter as to
which he is seeking indemnification in the manner and to the fullest extent
permissible under the Maryland General Corporation Law without requiring a
preliminary determination of ultimate entitlement of indemnification.

         The Board of Directors may make further provision consistent with law
for indemnification and advance of expenses to directors, officers, employees
and agents by resolution, agreement or otherwise. The indemnification provided
by this Article shall not be deemed exclusive of any other right, with respect
to indemnification or otherwise, to which those seeking indemnification may be
entitled under any insurance or other agreement or resolution of stockholders or
disinterested directors or otherwise.

         References in this Article are to the Maryland General Corporation Law
as from time to time amended. No amendment of these Bylaws shall affect any
right of any person under this Article based on any event, omission or
proceeding prior to the amendment.

                                ARTICLE V - SEAL

         The seal of the Corporation shall be in the form of two concentric
circles inscribed with the name of the Corporation and the year and State in
which it is incorporated.

                    ARTICLE VI - ISSUE AND TRANSFER OF STOCK

SECTION 1.        ISSUE

         Certificates representing shares of the Corporation shall be in such
form as shall be determined by the Board of Directors. Each certificate shall be
signed manually by, or bear the facsimile signature of, the Chairman of the
Board, the President, or a Vice President and countersigned by, or bear the
facsimile signature of, the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer and shall be sealed with the corporate seal or a
facsimile thereof. All certificates surrendered to the Corporation for transfer
shall be cancelled, and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.

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SECTION 2.        TRANSFER OF SHARES

         Transfer of shares of the Corporation shall be made only on its stock
transfer books by the holder of record thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed to be the owner thereof for all purposes.

SECTION 3.        FIXING DATE FOR DETERMINATION OF STOCKHOLDERS' RIGHTS

         The Board of Directors may fix, in advance, a date as the record date
for the purpose of determining stockholders entitled to notice of, or to vote
at, any meeting of stockholders, or stockholders entitled to receive payment of
any dividend or the allotment of any rights, or in order to make a determination
of stockholders for another proper purpose. Only stockholders of record on such
date shall be entitled to notice of, and to vote at, such meeting or to receive
such dividends or rights, as the case may be and notwithstanding any transfer of
any stock on the books of the Corporation after such record date fixed as
aforesaid.

                            ARTICLE VII - EMERGENCIES

         During the period of an emergency declared by the President of the
United States, or the person performing his functions, of a nature and
sufficient severity to prevent the conduct and management of the affairs and
business of the Corporation by its directors, officers and committees in the
manner contemplated by these Bylaws (other than this Article VII), any two or
more available members of the Board of Directors shall constitute a quorum of
the Board of Directors for the full conduct and management of the affairs and
business of the Corporation. Other provisions of the Bylaws or resolutions
contrary to or inconsistent with the provisions hereof shall be suspended until
it shall be determined by said interim Board of Directors that it shall be to
the advantage of the Corporation to resume the conduct and management of its
affairs and business under all the other provisions of the Bylaws and
resolutions.

         If during any such emergency any authorized place of business of the
Corporation shall be unable to function, all or part of the business ordinarily
conducted at such location may be relocated elsewhere in suitable quarters as
may be designated by the interim Board of Directors or by such persons as are
then conducting the affairs of the Corporation. Any such temporarily relocated
place of business of the Corporation shall be returned to its authorized
location as soon as practicable.

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           ARTICLE VIII - CONTROL SHARE ACQUISITION STATUTE EXEMPTIONS

         Any acquisition of shares of the Corporation on or after January 21,
1991 by Alfred Lerner (or his successor in interest) ("Lerner") or by The
Progressive Corporation (or its successors in interest) ("Progressive"), or by
any present or future affiliate or associate thereof so long as such affiliate
or associate is at the time in question such an affiliate or associate (or any
person acting in concert or in a group with any of the foregoing) is, pursuant
to Section 3-702(b) of the Maryland General Corporation Law (the "MGCL") (or any
successor or replacement provision or statute), hereby approved for purposes of,
and exempted from the provisions of, Subtitle 7 of Title 3 of the MGCL (or any
successor or replacement provision or statute) with the result that any shares
acquired by any such person shall have all voting rights otherwise appurtenant
thereto, notwithstanding Subtitle 7 of Title 3 of the MGCL (or any successor or
replacement provision or statute).

         Notwithstanding anything in the Charter or Bylaws of the Corporation
(as each may be amended from time to time) to the contrary, this ARTICLE may not
be amended, altered or repealed except with the unanimous approval of all of the
members of the Board of Directors and the written consent of all persons or
entities then in existence and specified above that may be adversely affected,
or that may lose any privilege or right, as a result of such amendment,
alteration or repeal.

                             ARTICLE IX - AMENDMENTS

         These Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted, by the Board of Directors. The stockholders of the Corporation shall
have no power to make, amend or repeal any Bylaw.