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                     FORM OF RESTRICTED STOCK UNIT AGREEMENT

                                  EXHIBIT 10.67

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                         RESTRICTED STOCK UNIT AGREEMENT
                         -------------------------------

            THIS RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is entered
into as of ________, 20__ between Wilmington Trust Corporation, a Delaware
corporation (the "Company"), and __________, a ___________ of the Company
("___________").

                                   BACKGROUND
                                   ----------

            A. The Company intends to make a grant under its ___________________
Plan, as in effect on the date hereof and as it may be amended from time to time
hereafter (the "Plan"), by providing to ______________ restricted stock units
that are subject to vesting based on length of continued employment and/or
financial performance goals.

            B. ________________ desires to receive those restricted stock units
in accordance with the Plan and this Agreement.

            NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the Company and
_____________, intending to be legally bound hereby, agree as follows:

            1.    Certain Definitions.
                  -------------------

                  Each capitalized term used in this Agreement shall have the
                  meaning ascribed to that term in the Plan unless otherwise
                  defined herein. The following capitalized terms shall have the
                  meanings set forth below:

                  a.    "Date of Grant" for any RSU means the date specified as
                        such in Exhibit A for that RSU.

                  b.    "Deferred Issuance Date" has the meaning given to that
                        term in Section 3(d).

                  c.    "Dividend Units" has the meaning given to that term in
                        Section 4.

                  d.    "Effective Date" has the meaning given to that term in
                        Section 1(a)(4).

                  e.    "FDI Act" has the meaning given to that term in Section
                        1(a).

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                  f.    "Fiscal Year" means a fiscal year of the Company, and
                        "Fiscal" followed by a calendar year shall mean the
                        Fiscal Year ending in that calendar year (e.g., "Fiscal
                        2004" means the Fiscal Year of the Company ending
                        December 31, 2004).

                  g.    "NYSE" has the meaning given to that term in Section 4.

                  h.    "RSU" means a Restricted Stock Unit under which
                        ___________ shall have the right to receive one Share
                        and Dividend Units accruing as a result of that RSU,
                        upon vesting or, if applicable, on the Deferred Issuance
                        Date.

                  i.    "Shares" means the shares of Common Stock issuable upon
                        the vesting of an RSU or Dividend Unit or, if
                        applicable, on the Deferred Issuance Date.

                  j.    "___________ Account" has the meaning given to that term
                        in Section 2(b).

                  k.    "Third Party" means a person or entity or a group of
                        persons or entities acting in concert not wholly-owned
                        by WTC or the Company, directly or indirectly.

            2.    Grant of RSUs; Restrictions.
                  ---------------------------

                  a.    Subject to all of the terms and conditions of the Plan
                        and this Agreement (and subject to execution of this
                        Agreement by ______________), the Company grants to
                        _______________ the RSUs listed in the Attachment to
                        this Agreement.

                  b.    Each RSU shall be recorded in an RSU bookkeeping account
                        the Company maintains in ____________'s name (the
                        "________________ Account"). The Company's obligations
                        under this Agreement shall be unfunded and unsecured,
                        and no special or separate fund shall be established and
                        no other segregation of assets shall be made. The rights
                        of _____________ under this Agreement shall be no
                        greater than those of a general unsecured creditor of
                        the Company. ____________ shall have no rights as a
                        stockholder of the Company by virtue of any RSU unless
                        and until that RSU vests and resulting Shares are issued
                        to ________________, and

                        (1)   All terms and conditions provided in the Plan and
                              all those provided in this Agreement shall apply
                              to each RSU and any Dividend Units accrued under
                              Section 4;

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                        (2)   No RSU or Dividend Unit accrued under Section 4
                              may be sold, transferred, pledged, hypothecated,
                              or otherwise encumbered or disposed by __________;
                              and

                        (3)   Each RSU and Dividend Unit accrued under Section 4
                              shall remain restricted and subject to forfeiture
                              unless and until that RSU has vested in
                              ______________ in accordance with the Plan and
                              this Agreement.

            3.    Vesting.
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                  a.    Annual Vesting. The RSUs granted hereunder shall vest in
                        ______ installments on the ___ day of _____ of each of
                        _______ successive Fiscal Years, with the first such
                        vesting to be made on the ___ day of _____ of Fiscal
                        ______. Associated Dividend Units shall vest annually as
                        provided in Section 4(b).

                  b.    Other Vesting.

                        (1)   Vesting Based on Performance Goals. The Committee
                              may establish performance goals for the Company or
                              _____________, the attainment of which would
                              result in the accelerated vesting of all RSUs
                              granted hereunder as well as all Dividend Units.
                              Those performance goals, if any, are set forth in
                              Exhibit A. Following the end of each Fiscal Year,
                              the Committee shall determine whether the Company
                              or _______________ has attained those performance
                              goals, and, if so, all such RSUs and Dividend
                              Units shall vest in accordance with the
                              Committee's determination.

                        (2)   Optional Vesting. The Committee also may at any
                              time and from time to time determine that any
                              other RSUs and Dividend Units shall become vested
                              based on factors the Committee may determine in
                              its sole discretion (including, without limitation
                              and by way of example only, performance of
                              ___________'s business line, the Company's
                              performance, benefits of providing additional
                              long-term incentive compensation to _____________
                              in light of the competitive market for
                              ______________'s services, severance arrangements,
                              etc.). If the Committee makes any such
                              determination, then such additional RSUs and/or
                              Dividend Units the Committee may specify in that
                              determination shall become vested at the time the
                              Committee specifies.

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                        (3)   Change of Control. If a Change of Control occurs,
                              all RSUs and Dividend Units shall vest
                              immediately.

                  c.    Effects of Vesting. With respect to each RSU and
                        Dividend Unit that vests, the Company shall, within a
                        reasonable time after the later of (1) vesting or (2)
                        the Deferred Issuance Date (as defined herein), if any,
                        issue one Share to _______________ without restrictions
                        under the Plan or this Agreement. Any such issuance
                        shall be subject to all laws (including, without
                        limitation, those governing withholding of taxes and
                        those governing securities and the transfer thereof).

                  d.    Election for Deferred Issuance. _____________ may elect
                        to defer the issuance of all but not less than all of
                        the Shares and Dividend Units in his or her
                        ______________ Account to be awarded for services
                        performed in a Fiscal Year by executing and delivering
                        to the Company a written deferral election in such form
                        as the Company may prescribe (and containing such terms
                        and conditions as the Company may establish in that
                        form), in each case not later than ____ of the year
                        prior to that Fiscal Year or such other date that the
                        Company may establish for delivery of that election. The
                        date established by that election in accordance with
                        those terms and conditions shall be the "Deferred
                        Issuance Date." ANY SUCH DEFERRED ISSUANCE DATE SHALL
                        NOT BE REVOCABLE BY _____________ OR THE COMPANY.

            4.    Dividend Units; Vesting.
                  -----------------------

                  With respect to each RSU that has not been forfeited, whether
                  or not vested (but only until the underlying Shares are
                  issued), the Company shall, with respect to any cash dividends
                  paid on Shares (based on the same record and payment date as
                  dividends paid on Shares) accrue into the __________________
                  Account the number of whole Shares ("Dividend Units") as could
                  be purchased with the aggregate dividends that would have been
                  paid with respect to that RSU if it were an outstanding Share
                  (together with any other cash accrued in the ___________
                  Account after that time) at the price per Share equal to the
                  closing price on the New York Stock Exchange (the "NYSE") (or
                  a comparable price, if the Shares are not then listed on the
                  NYSE) on the date of the dividend payment. Those Dividend
                  Units thereafter (a) will be treated as RSUs for purposes of
                  future dividend accruals pursuant to this Section 4; and (b)
                  will vest in such amounts (rounded to the nearest whole
                  Dividend Unit) at the same time as the RSUs with respect to
                  which those Dividend Units were received. Any remaining
                  portion of that dividend not used because it would purchase
                  less than a whole Share shall be accrued in the _____________
                  Account as cash. Any dividends or distributions on Shares paid
                  other than in cash shall accrue in the

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                  ______________ Account and shall vest at the same time as the
                  RSUs in respect of which they are made (in each case in the
                  same form, based on the same record date, and at the same time
                  as that dividend or other distribution is paid on that Share).

            5.    Forfeiture.
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                  Except as provided for vesting on termination of employment
                  following a Change of Control as contemplated in Section
                  3(b)(3) or vesting as part of a severance arrangement as
                  contemplated in Section 3(b)(2), upon termination of
                  ___________'s employment (regardless of whether caused by
                  resignation, termination by the Company, death, disability, or
                  otherwise), each RSU, Dividend Unit, and other remaining
                  accrued dividends in the _____________ Account, in each case
                  that has not previously vested, shall be forfeited by
                  ___________ to the Company. ___________ thereafter shall have
                  no right, title, or interest whatsoever in those unvested
                  RSUs, Dividend Units, and accrued dividends, and __________
                  shall immediately return to the Company's Secretary any and
                  all documents representing those forfeited items.

                  All vested RSUs, Dividend Units, and dividends thereon
                  (whether or not deferred pursuant to Section 3(d)), shall
                  immediately be paid or issued, as the case may be, to
                  _____________.

            6.    No Continuation of Employment.
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                  This Agreement shall not give ______________ any right to
                  employment or continued employment, and the Company may
                  terminate _____________ or otherwise treat _____________
                  without regard to any effect that termination may have upon
                  _______________ hereunder.

            7.    Terms Subject to Plan.
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                  Notwithstanding anything in this Agreement to the contrary,
                  each and every term, condition, and provision of this
                  Agreement shall be, and shall be construed as, consistent in
                  all respects with all terms, conditions, and provisions of the
                  Plan. If any term, condition, or provision of this Agreement
                  is or is alleged to be inconsistent with the Plan in any
                  respect, the Plan shall govern in all circumstances and that
                  inconsistent or allegedly inconsistent term, condition, or
                  provision hereof shall be construed to be consistent with the
                  Plan in all respects.

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            8.    Entire Agreement; Amendments.
                  ----------------------------

                  This Agreement contains all of the terms and conditions with
                  respect to the subject matter hereof, and no amendment,
                  modification, or other change hereto shall be of any force or
                  effect unless and until set forth in a writing executed by
                  ______________ and the Company (in each case except for
                  amendments the Company is expressly authorized to make without
                  Employee's consent hereunder or under the Plan).

            9.    Governing Law.
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                  This Agreement shall be governed by and construed in
                  accordance with Delaware law, without giving effect to
                  principles of conflicts of law. If any dispute arises with
                  respect to this Agreement or any matter hereunder, (a) that
                  dispute shall be submitted to the federal or state courts
                  sitting in the State of Delaware, with each party waiving any
                  defense to that venue; and (b) each party irrevocably waives
                  its right to a jury trial.

            10.   Taxes.
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                  _________________ shall be liable for any and all taxes,
                  including withholding taxes, arising out of this grant or the
                  vesting of RSUs or the distribution of Shares hereunder.
                  ____________ may satisfy his or her tax withholding obligation
                  by: (a) paying cash to the Company and/or (b) delivering to
                  the Company a number of shares of the Company's stock or
                  having the Company withhold from ________ at the appropriate
                  time, a number of shares, in either case sufficient, based
                  upon the market value per share of those shares, to satisfy
                  those tax withholding requirements.

                  IN WITNESS WHEREOF, by the Corporation's execution hereof and
_______'s execution of the attachment hereto, the parties have duly executed
this Agreement as the date first written above.

                                                    WILMINGTON TRUST CORPORATION

                                                    By:_________________________

                                                    Title:______________________

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                  ATTACHMENT TO RESTRICTED STOCK UNIT AGREEMENT
                  ---------------------------------------------

All of the terms and conditions of the Restricted Stock Unit Agreement dated
________ to which this Attachment is attached are incorporated by reference as
fully as if set forth herein.

Date of Grant                     RSUs                         Performance Goals
-------------                     ----                         -----------------

__________________________ (SEAL)

__________________________ (PRINCIPAL RESIDENCE)

__________________________