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                                     BYLAWS
                          WILMINGTON TRUST CORPORATION

                                    ARTICLE 1
                             STOCKHOLDERS' MEETINGS

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

      Section 2. Special Meetings. Subject to the provisions of the Restated
Certificate of Incorporation of the Corporation (the "Restated Certificate"),
special meetings of the stockholders may be called only by the Chairman of the
Board, the Chief Executive Officer, the President or the Board of Directors
pursuant to a resolution adopted by a majority of the then-authorized number of
directors.

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

      Section 4. Quorum. The presence in person or by proxy of the holders of a
majority of the voting power of the then-outstanding shares of Voting Stock (as
defined in the Restated Certificate) on the record date, as herein determined,
shall constitute a quorum at all meetings of stockholders for the transaction of
any business, but, in the absence of a quorum, the holders of a smaller number
of shares of Voting Stock may adjourn a meeting from time to time, without
further notice (unless otherwise required herein or by law), until a quorum is
secured. Unless otherwise provided in the Restated Certificate, at each annual
or special meeting of stockholders, each stockholder shall be entitled to one
vote, either in person or by proxy, for each share of Common Stock registered in
the stockholder's name on the books of the Corporation on the record date for
any such meeting as determined herein.

      Section 5. Adjournment. Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and,
unless otherwise required by law and subject to the provisions hereof, notice
need not be given of any such adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business that might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

      Section 6. Procedures. Meetings of stockholders shall be presided over by
the Chairman of the Board, or in his absence by the Chief Executive Officer, or
in his absence by the President, or in his absence by a Vice President, or in
the absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at


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the meeting. The Secretary of the Corporation shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

      The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting by the person presiding over the meeting. The Board of Directors of
the Corporation may adopt such rules and regulations for the conduct of the
meeting of stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

      Section 7. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the Corporation. Voting at meetings of stockholders need not be by written
ballot. At all meetings of stockholders for the election of directors, a
plurality of the voting power of the Voting Stock present at the meeting shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by law, the Restated Certificate or these Bylaws, be decided
by the vote of the holders of shares of stock having a majority of the voting
power of the then-outstanding shares of Voting Stock.

      Section 8. Nominations. Except for directors elected by the holders of any
series of Preferred Stock as provided for or fixed pursuant to the provisions of
Article V of the Restated Certificate, or for directors otherwise elected
pursuant to the provisions of Section C of Section VI of the Restated
Certificate, only individuals nominated for election to the Board of Directors
pursuant to and in accordance with the provisions of this Section 8 may be
elected to and may serve upon the Board of Directors. Subject to the rights of
holders of any series of Preferred Stock of the Corporation to elect directors
under specified circumstances, nominations for the election of directors may be
made only (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of record entitled to vote in the election of directors generally
who complies with the procedures set forth in this Section 8. Subject to the
foregoing, only a stockholder of record


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entitled to vote in the election of directors generally may nominate a person
for election as a director at a meeting of stockholders and only if written
notice of such stockholder's intent to make a nomination or nominations has been
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary and has been received by the Secretary not later than the
following dates: (i) with respect to an election to be held at an annual meeting
of stockholders, sixty (60) days in advance of such meeting if such meeting is
to be held on a day that precedes the anniversary of the previous year's annual
meeting, or ninety (90) days in advance of such meeting if such meeting is to be
held on or after the anniversary of the previous year's annual meeting; and (ii)
with respect to any other meeting of stockholders, the close of business on the
tenth day following the date on which notice of such meeting is first mailed by
the Corporation to stockholders.

      Each such notice shall set forth:

      (a) the name and address of the stockholder who intends to make the
      nomination and of the person or persons to be nominated;

      (b) a representation that the stockholder is a holder of record of stock
      of the Corporation entitled to vote at such meeting and intends to appear
      in person or by proxy at the meeting to nominate the person or persons
      specified in the notice;

      (c) a description of all arrangements or understandings between the
      stockholder and each nominee and any other person or persons (naming such
      person or persons) pursuant to which the nomination or nominations are to
      be made by the stockholder; and

      (d) such other information regarding each nominee proposed by such
      stockholder as would be required to be included in a proxy statement filed
      pursuant to the proxy rules of the Securities and Exchange Commission, had
      the nominee been nominated, or intended to be nominated, by the Board of
      Directors.

      To be effective, each notice of intent to make a nomination given
hereunder shall be accompanied by the written consent of the nominee to serve as
a director of the Corporation if elected.

      The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not properly brought before the
meeting in accordance with the provisions hereof and, if he should so determine,
he shall declare to the meeting that such nomination was not properly brought
before the meeting and shall not be considered.

      For purposes of this Section 8, any adjournment(s) or postponement(s) of
the original meeting of stockholders whereby the meeting will reconvene within
thirty (30) days from the original date shall be deemed for purposes of notice
to be a continuation of the original meeting, and no nominations by a
stockholder of persons to be elected directors of the Corporation may be made at
any such reconvened meeting unless such notice of such nomination was timely
given to the Secretary for the meeting as originally scheduled. Notwithstanding
the foregoing, nothing in this Section 8 shall be interpreted or construed to
require the inclusion of information about any


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such nominee in any proxy statement distributed by, at the direction of, or on
behalf of the Board of Directors or the Corporation.

      Section 9. Proper Business. At a meeting of the stockholders, only such
business shall be conducted as shall be a proper subject for the meeting and
shall have been properly brought before the meeting. To be properly brought
before a meeting, business must (a) be specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise be properly brought before the meeting by or at the direction of
the Board of Directors or (c) otherwise (i) be properly requested to be brought
before the meeting by a stockholder of record entitled to vote in the election
of directors generally in accordance with the provisions of this Section 9; and
(ii) constitute a proper subject to be brought before such meeting. For business
to be properly brought before a meeting of stockholders, any stockholder who
intends to bring any matter (other than the election of directors) before a
meeting of stockholders and is entitled to vote on such matter must deliver
written notice of such stockholder's intent to bring such matter before the
meeting of stockholders, either by personal delivery or by United States mail,
postage prepaid, to the Secretary. Such notice must be received by the Secretary
not later than, with respect to an annual meeting of stockholders, sixty (60)
days in advance of such meeting if such meeting is to be held on a day which is
within thirty (30) days preceding the anniversary of the previous year's
meeting, or ninety (90) days in advance of such meeting if such meeting is to be
held on or after the anniversary of the previous year's meeting; and with
respect to any other meeting of stockholders, the close of business on the tenth
day following the date on which notice of such meeting is first mailed by the
Corporation to stockholders. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting of
stockholders (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(b) the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
Corporation that are owned by the stockholder and (d) any material interest of
the stockholder in such business. No business shall be conducted at a meeting of
stockholders except in accordance with the procedures set forth in this Section
9.

      The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that (i) the business proposed to be brought before a
meeting is not a proper subject therefor and/or (ii) such business was not
properly brought before the meeting in accordance with the provisions hereof
and, if he should so determine, he shall declare to the meeting that (i) the
business proposed to be brought before the meeting is not a proper subject
therefor and/or (ii) such business was not properly brought before the meeting
and shall not be transacted.

      For purposes of this Section 9, any adjournment(s) or postponement(s) of
the original meeting of stockholders whereby the meeting will reconvene within
thirty (30) days from the original date shall be deemed for purposes of notice
to be a continuation of the original meeting, and no business may be brought
before any reconvened meeting unless such notice of such business was timely
given to the Secretary for the meeting as originally scheduled. Notwithstanding
the foregoing, nothing in this Section 9 shall be interpreted or construed to
require the inclusion of information about any such proposal in any proxy
statement distributed by, at the direction of or on behalf of the Board of
Directors or the Corporation.


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      Section 10. Stockholder List. The Secretary shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders of record entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

      Section 11. Proper Business - Special Meeting. At any special meeting of
stockholders, only such business shall be conducted as shall have been stated in
the notice of such meeting.

      Section 12. Inspectors of Election. The Corporation shall, in advance of
any meeting of stockholders, appoint one or more inspectors of election, who may
be employees of the Corporation, to act at the meeting or any adjournment
thereof and to make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. In the event that no inspector so appointed or designated is able to act at
a meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his or her ability.

      The inspector or inspectors so appointed or designated shall (i) ascertain
the number of shares of capital stock of the Corporation outstanding and the
voting power of each such share, (ii) determine the shares of capital stock of
the Corporation represented at the meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors and (v) certify their determination of the
number of shares of capital stock of the Corporation represented at the meeting
and such inspectors' count of all votes and ballots. Such certification and
report shall specify such other information as may be required by law. In
determining the validity and counting of proxies and ballots cast at any meeting
of stockholders of the Corporation, the inspectors may consider such information
as is permitted by applicable law. No person who is a candidate for an office at
an election may serve as an inspector at such election.

                                    ARTICLE 2
                                    DIRECTORS

      Section 1. Management. The affairs and business of the Corporation shall
be managed by or under the direction of the Board of Directors.

      Section 2. Number. The authorized number of directors that shall
constitute the Board of Directors shall be fixed from time to time by or
pursuant to a resolution passed by a majority of the Board of Directors within
the parameters set by the Restated Certificate. No more than two directors may
also be employees of the Corporation or any affiliate thereof.


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      Section 3. Qualification. In addition to any other provisions of these
Bylaws, to be qualified for nomination for election or appointment to the Board
of Directors, a person must have not attained the age of sixty-nine years at the
time of such election or appointment; provided, however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve as a director upon a good faith
determination by such Committee that such a waiver is in the best interests of
the Corporation and its stockholders. The Chairman of the Board and the Chief
Executive Officer shall not be qualified to continue to serve as directors upon
the termination of their service in those offices for any reason.

      Section 4. Meetings. The Board of Directors shall meet at the principal
office of the Corporation 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, the Chief Executive Officer or the President.

      Section 5. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board, the Chief Executive
Officer or the President, and shall be called upon the written request of a
majority of the then authorized number of directors.

      Section 6. Quorum. Unless otherwise prohibited by law, 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 7. Notice. Written notice of any special meeting of the Board of
Directors, and of any change in the time or place of any regular meeting of the
Board of Directors, shall be sent by mail to each director addressed to him at
his residence or usual place of business, which shall be mailed not less than
two days before the day such meeting is to be held, or shall be sent to him at
such place by telegram, cablegram or other means of electronic transmission, or
shall be given to him personally or by telephone, not later than the day before
the day on which the meeting is to be held. Such notice shall state the time and
place of such meeting, but need not state the purpose or purposes for which the
meeting is called, unless otherwise required by statute.

      Section 8. Vacancies. Subject to the provisions of the Restated
Certificate, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled
only by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum. Any director elected pursuant hereto
shall hold office for the remainder of the full term of the class of directors
in which the new directorship was created or in which the vacancy occurred, and
until such director's successor shall have been elected and qualified.

      Section 9. Organization Meeting. The Board of Directors at its first
meeting after the annual stockholders' meeting shall appoint an Executive
Committee, an Audit Committee, a Compensation Committee and a Nominating and
Corporate Governance Committee, and shall elect a Chairman of the Board, a Chief
Executive Officer and a President. The Board of Directors shall also elect at
such meeting a Secretary and a Chief Financial Officer, and may appoint at any
time such other committees as it may deem advisable. The Board of Directors, the
Executive


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Committee or another committee designated by the Board of Directors may elect or
appoint such other officers as they may deem advisable.

      Section 10. Removal. 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 11. Responsibility of Officers. The Board of Directors may
designate an officer to be in charge of such of the departments or divisions of
the Corporation as it may deem advisable.

      Section 12. Participation in Meetings. The Board of Directors or any
committee of the Board of Directors may participate in a meeting of the Board of
Directors, or such committee, as the case may be, by conference telephone, video
facilities or other communications equipment. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if all of the members of the Board of Directors
or the committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the Board of Directors or such
committee.

                                    ARTICLE 3
                      COMMITTEES OF THE BOARD OF DIRECTORS

      Section 1. Executive Committee.

      (A) The Executive Committee shall be composed of not more than nine (9)
members, who shall be selected by the Board of Directors from its own members,
and who shall hold office at the pleasure of the Board of Directors.

      (B) The Executive Committee shall have and may exercise, to the fullest
extent permitted by law, all of the powers of the Board of Directors when it is
not in session in the management of the business and affairs of the Corporation
to transact all business for and on behalf of the Corporation that may be
brought before it.

      (C) The Executive Committee shall meet at the principal office of the
Corporation 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, the Chairman of the Board, the Chief Executive Officer or the
President. A majority of its members shall 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) In the event of an emergency of sufficient severity to prevent the
conduct and management of the affairs and business of the Corporation by its
directors and officers as contemplated by these Bylaws, any two available
members of the Executive Committee as constituted immediately prior to such
emergency shall constitute a quorum of that Committee for


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the full conduct and management of the affairs and business of the Corporation
in accordance with the provisions of Article 3 of these Bylaws. In the event of
the unavailability, at such time, of a minimum of two members of the Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of the
Corporation in accordance with the foregoing provisions of this Section. This
Bylaw 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 Bylaws (other than this Section) and any
resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementing resolutions shall be suspended during such
emergency period until it shall be determined by any interim Executive Committee
acting under this Section that it shall be to the advantage of the Corporation
to resume the conduct and management of its affairs and business under all of
the other provisions of these Bylaws.

      Section 2. Audit Committee.

      (A) The Audit Committee shall be composed of not more than five (5)
members, who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer or employee of the Corporation, and shall hold
office at the pleasure of the Board of Directors.

      (B) The Audit Committee shall have general supervision over the Audit
Services Division of the Corporation 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 Services Division, review all
reports of examination of the Corporation made by any governmental agency or
such independent auditor employed for the purpose, and make such recommendations
to the Board of Directors with respect thereto or with respect to any other
matters pertaining to auditing the Corporation as it shall deem desirable.

      (C) The Audit Committee shall meet whenever and wherever its Chairperson,
the Chairman of the Board, the Chief Executive Officer, the President or a
majority of the Committee's members shall deem it to be proper for the
transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

      Section 3. Compensation Committee.

      (A) The Compensation Committee shall be composed of not more than five (5)
members who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer or employee of the Corporation, and who shall
hold office at the pleasure of the Board of Directors.

      (B) The Compensation Committee shall in general advise upon all matters of
policy concerning compensation, including salaries and employee benefits, and
specifically shall administer the Executive Incentive Plan, the Supplemental
Executive Retirement Plan and the Directors' Deferred Fee Plan.


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      (C) The Compensation Committee shall meet whenever and wherever its
Chairperson, the Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Committee's members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum. The acts of the majority at a meeting at which a quorum is
present shall constitute action by the Committee.

      Section 4. Nominating and Corporate Governance Committee.

      (A) The Nominating and Corporate Governance Committee shall be composed of
not more than five (5) members who shall be selected by the Board of Directors
from its own members, none of whom shall be an officer or employee of the
Corporation, and shall hold office at the pleasure of the Board of Directors.

      (B) The Nominating and Corporate Governance Committee shall provide
counsel and make recommendations to the Chairman of the Board and the full Board
of Directors with respect to the performance of the Chairman of the Board and
the Chief Executive Officer, candidates for membership on the Board of Directors
and its committees, matters of corporate governance, succession planning for the
Corporation's executive management and significant shareholder relations issues.

      (C) The Nominating and Corporate Governance Committee shall meet whenever
and wherever its Chairperson, the Chairman of the Board, the Chief Executive
Officer, the President or a majority of its members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

      Section 5. Other Committees. The Corporation may have such other
committees with such powers as the Board may designate from time to time by
resolution or by an amendment to these Bylaws.

      Section 6. Associate Directors.

      (A) Any person who has served as a director of the Corporation or its
principal subsidiary may be elected by the Board of Directors as an associate
director, to serve at the pleasure of the Board of Directors.

      (B) An associate director shall be entitled to attend all meetings of
directors and participate in the discussion of all matters brought to the Board
of Directors, but will not have a right to vote.

      Section 7. Absence or Disqualification of Any Member of a Committee. In
the absence or disqualification of any member of any committee created under
Article 3 of these Bylaws, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.


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                                    ARTICLE 4
                                    OFFICERS

      Section 1. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and shall have such further authority
and powers and shall perform such duties incident to his office or as the Board
of Directors may assign to him from time to time.

      Section 2. Chief Executive Officer. The Chief Executive Officer shall have
the powers and duties pertaining to the office of Chief Executive Officer
conferred or imposed upon him by statute, incident to his office or as the Board
of Directors may assign to him from time to time. In the absence of the Chairman
of the Board, the Chief Executive Officer shall have the powers and duties of
the Chairman of the Board.

      Section 3. President. The President shall have the powers and duties
pertaining to the office of the President conferred or imposed upon him by
statute, incident to his office or as the Board of Directors may assign to him
from time to time. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall have the powers and duties of the
Chairman of the Board.

      Section 4. Duties. The Chairman of the Board, the Chief Executive Officer
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 Corporation and perform all duties
incident to his office.

      Section 5. Vice Presidents. There may be one or more Vice Presidents,
however denominated by the Board of Directors (including, but not limited to,
one or more Senior Vice Presidents and one or more Executive Vice Presidents),
who may at any time perform all of the duties of the Chairman of the Board, the
Chief Executive Officer and/or the President and such other powers and duties
incident to their respective offices or as the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or the
President or the officer in charge of the department or division to which they
are assigned may assign to them from time to time.

      Section 6. Secretary. The Secretary shall attend to the giving of notice
of meetings of the stockholders and of the Board of Directors, as well as the
committees thereof, to the keeping of accurate minutes of all such meetings,
recording the same in the minute books of the Corporation and in general
notifying the Board of Directors of material matters affecting the Corporation
on a timely basis. Subject to the other notice requirements of these Bylaws and
as may be practicable under the circumstances, all such notices shall be in
writing and to the extent practicable mailed well in advance of the scheduled
date of any such meeting. The Secretary shall have custody of the corporate
seal, affix the same to any documents requiring such corporate seal, attest the
same and perform other duties incident to his office.


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      Section 7. Chief Financial Officer. The Chief Financial Officer shall have
general supervision over all assets and liabilities of the Corporation. He shall
be custodian of and responsible for all monies, funds and valuables of the
Corporation and for the keeping of proper records of the evidence of property or
indebtedness and of all transactions of the Corporation. He shall have general
supervision of the expenditures of the Corporation and periodically shall report
to the Board of Directors the condition of the Corporation, and perform such
other duties incident to his office or as the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or the
President may assign to him from time to time.

      Section 8. Controller. There may be a Controller who shall exercise
general supervision over the internal operations of the Corporation, including
accounting, and shall render to the Board of Directors or the Audit Committee at
appropriate times a report relating to the general condition and internal
operations of the Corporation and perform other duties incident to his office.

      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. Audit Officers. The officer designated by the Board of
Directors to be in charge of the Audit Services Division of the Corporation,
with such title as the Board of Directors shall prescribe, shall report to and
be directly responsible to the Audit Committee and the Board of Directors.

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

      Section 10. Other Officers. 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 the Corporation and who may perform such
duties as may be prescribed by the officer in charge of the department or
division to which they are assigned.

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

      Section 12. Number of Offices. Any one or more offices of the Corporation
may be held by the same person, except that (A) no individual may hold more than
one of the offices of Chief Financial Officer, Controller or Audit Officer and
(B) none of the Chairman of the Board, the Chief Executive Officer or the
President may hold any office mentioned in Section 12(A).


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<PAGE>

                                    ARTICLE 5
                          STOCK AND STOCK CERTIFICATES

      Section 1. Transfer. Shares of stock shall be transferable on the books of
the Corporation, and a transfer book shall be kept in which all transfers of
stock shall be recorded.

      Section 2. Certificates. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Corporation by the Chairman of the
Board the Chief Executive Officer, the President or a Vice President, and by the
Secretary or an Assistant Secretary, of the Corporation, certifying the number
of shares owned by him in the Corporation. The corporate seal affixed thereto,
and any of or all the signatures on the certificate, may be a facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue. 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.

      Subject to any conditions imposed by the General Corporation Law, the
Board of Directors or the Executive Committee may provide by resolution that
some or all of any or all classes or series of this Corporation's stock may be
uncertificated shares. Within a reasonable time after the issuance or transfer
of any uncertificated shares, the Corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.

      Section 3. Record Date. The Board of Directors 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 of
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, which record date shall not, unless otherwise
required by law, be more than sixty (60) nor less than ten (10) days preceding
the date of any meeting of stockholders nor more than sixty (60) days preceding
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.

                                    ARTICLE 6
                                      SEAL

      The corporate seal of the corporation shall be in the following form:

      Between two concentric circles the words "Wilmington Trust Corporation"
and within the inner circle the words "Delaware Corporate Seal."

                                    ARTICLE 7
                                   FISCAL YEAR

      The fiscal year of the Corporation shall be the calendar year.


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<PAGE>

                                    ARTICLE 8
                   EXECUTION OF INSTRUMENTS OF THE CORPORATION

      The Chairman of the Board, the Chief Executive Officer, 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 Corporation to any and
all deeds, conveyances, assignments, releases, contracts, agreements, bonds,
notes, mortgages and all other instruments incident to the business of the
Corporation 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 9
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

      Directors and associate directors of the Corporation, other than salaried
officers of the Corporation, shall be paid such reasonable honoraria or fees for
attending meetings of the Board of Directors or committees thereof 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
Corporation, 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. Directors and associate directors may be authorized by the
Corporation to perform such special services as the Board of Directors may from
time to time determine in accordance with any guidelines the Board of Directors
may adopt for such services, and shall be paid for such special services so
performed reasonable compensation as may be determined by the Board of
Directors.

                                   ARTICLE 10
                                 INDEMNIFICATION

      Section 1. Persons Covered. 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 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, partnership, limited liability
company, joint venture, trust, enterprise or nonprofit entity that is not a
subsidiary or affiliate of the Corporation, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person. The Corporation shall be required to
indemnify such a person in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors.

      The Corporation may 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


                                      -13-
<PAGE>

or threatened to be made a party or is otherwise involved in any proceeding by
reason of the fact that he, or a person for whom he is the legal representative,
is or was an officer, employee or agent of the Corporation or a director,
officer, employee or agent of a subsidiary or affiliate of the Corporation,
against all liability and loss suffered and expenses reasonably incurred by such
person. The Corporation may indemnify any such person in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors.

      Section 2. Advance of Expenses. The Corporation shall pay the expenses
(including attorneys' fees) incurred in defending any proceeding involving a
person who is or may be indemnified pursuant to Section 1 in advance of its
final disposition, provided, however, that the payment of expenses incurred by
such a person in advance of the final disposition of the proceeding shall be
made only upon receipt of an undertaking by that person to repay all amounts
advanced if it should be ultimately determined that the person is not entitled
to be indemnified under this Article 10 or otherwise.

      Section 3. Certain Rights. If a claim under this Article 10 for (A)
payment of expenses or (B) indemnification by a director or person who is or was
serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent of another corporation, partnership, limited liability
company, joint venture, trust, enterprise or nonprofit entity that is not a
subsidiary or affiliate of the Corporation, including service with respect to
employee benefit plans, is not paid in full within sixty (60) 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 or payment of
expenses under applicable law.

      Section 4. Non-Exclusive. The rights conferred on any person by this
Article 10 shall not be exclusive of any other rights which such person may have
or hereafter acquire under any statute, provision of the Restated Certificate,
these Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise.

      Section 5. Reduction of Amount. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.

      Section 6. Effect of Modification. Any amendment, repeal or modification
of the foregoing provisions of this Article 10 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 amendment, repeal or modification.


                                      -14-
<PAGE>

                                   ARTICLE 11
                            AMENDMENTS TO THE BYLAWS

      Subject to the provisions of the Restated Certificate, and in addition to
any affirmative vote required by law, any alteration, amendment, repeal or
rescission (any "Change") of these Bylaws must be approved either (i) by a
majority of the then-authorized number of directors and, if one or more Related
Persons (as defined in the Restated Certificate) exist, by a majority of the
Continuing Directors (as defined in the Restated Certificate) or (ii) by the
affirmative vote of the holders of not less than seventy-five percent (75%) or
more of the combined voting power of the then-outstanding shares of Voting
Stock, voting together as a single class and, if the Change is proposed by or on
behalf of a Related Person or, at any time that one or more Related Persons
exist, by a director who is not a Continuing Director as to all Related Persons,
such Change must also be approved by the affirmative vote of the holders of a
majority or more of the combined voting power of the Disinterested Shares (as
defined in the Restated Certificate).

      Subject to the foregoing, the Board of Directors of the Corporation is
expressly authorized to make, alter, amend, repeal or rescind the Bylaws of the
Corporation.

                                   ARTICLE 12
                                  MISCELLANEOUS

      Whenever used in these Bylaws, the number shall include the plural, the
plural shall include the singular unless the context requires otherwise and the
use of either gender shall include both genders.


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