WL

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

WILMINGTON TRUST CORPORATION


ARTICLE I

Name

The name of this corporation (the "Corporation") is:

Wilmington Trust Corporation

ARTICLE II

Definitions

For the purposes of this Restated Certificate of Incorporation:

A. "Affiliate" and "Associate" have the meanings set forth in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, as in effect on March 30, 1991.

B. A person shall be deemed to "Beneficially Own" shares of Voting Stock (1)
that such person or any of its Affiliates and Associates beneficially owns,
directly or indirectly, (2) that such person or any of its Affiliates or
Associates has (i) the right to acquire or to dispose of (whether such right
is exercisable immediately or only after the passage of time or only upon
the occurrence or nonoccurrence of a contingency or event), or to direct the
acquisition or disposition of, pursuant to any agreement, arrangement,
understanding or relationship or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (ii) the right to
vote or to direct the voting of pursuant to any agreement, arrangement,
understanding or relationship, or (3) that are beneficially owned, directly
or indirectly, by any other person with which such first mentioned person or
any of its Affiliates or Associates has any agreement, arrangement,
understanding or relationship for the purpose of acquiring, holding, voting
or disposing of any shares of capital stock of the Corporation.

C. "Business Combination" means (a) any merger or consolidation of the
Corporation or any Subsidiary with or into (i) any Related Person or (ii)
any other corporation (whether or not itself a Related Person) that, after
such merger or consolidation, would be an Affiliate or Associate of a
Related Person, or (b) any sale, lease, exchange, mortgage, pledge, transfer

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or other disposition (in one transaction or a series of related
transactions) to or with any Related Person of any assets of the Corporation
or any Subsidiary having an aggregate Fair Market Value of $1,000,000 or
more, or (c) the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of related transactions, and other than by
way of a pro rata distribution to all stockholders or a reclassification,
dividend or subdivision of such securities and other than in connection with
the exercise or conversion of securities exercisable for or convertible into
securities of the Corporation or a Subsidiary that have been distributed pro
rata to stockholders) of any securities of the Corporation or any Subsidiary
to any Related Person in exchange for cash, securities or other property (or
a combination thereof) having an aggregate Fair Market Value of $1,000,000
or more, or (d) the adoption of any plan or proposal proposed by or on
behalf of a Related Person for the liquidation or dissolution of the
Corporation, or (e) any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation, or any merger
or consolidation of the Corporation with or into any of its Subsidiaries or
any similar transaction (whether or not with or into or otherwise involving
a Related Person) that has the effect, directly or indirectly, of increasing
by more than one percent (1%) the proportionate share of the outstanding
shares of any class of equity or convertible securities of the Corporation
or any Subsidiary that are directly or indirectly owned by any Related
Person.

D. "Continuing Director" means, as to any Related Person, any member of the
Board of Directors of the Corporation (the "Board") who (i) is unaffiliated
with and is not the Related Person and (ii) was a member of the Board of
Directors of WTC prior to the Effective Time or thereafter became a member
of the Board prior to the time that the Related Person became a Related
Person, and any successor of a Continuing Director who is recommended to
succeed a Continuing Director by a majority of Continuing Directors then on
the Board.

E. "Disinterested Shares" means, as to any Related Person, shares of Voting
Stock that are Beneficially Owned and owned of record by stockholders other
than such Related Person.

F. "Effective Time" means the time at which the merger between WTC and WTC
Interim Bank, a Delaware corporation and a then wholly-owned subsidiary of
the Corporation, becomes effective.


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G. "Fair Market Value" means: (a) in the case of shares of stock and other
securities, the highest closing sale price during the thirty (30) day period
immediately preceding and including the date in question of a share of such
stock or other security, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on which
such stock or other security is listed or admitted to trading, or, if such
stock or other security is not listed on any such exchange, the highest
closing bid quotation with respect to a share of such stock or other
security during the thirty (30) day period preceding and including the date
in question on the National Association of Securities Dealers, Inc.
Automated Quotation System or any other quotation reporting system then in
general use, or, if no such quotations are available, the fair market value
on the date in question of a share of such stock or other security as
determined by the Board in good faith; and (b) in the case of property other
than stock or other securities, the fair market value of such property on
the date in question as determined by the Board in good faith.

H. A "person" shall mean any individual, firm, corporation, partnership or
other entity.

I. "Related Person" means and includes (1) any individual, corporation,
partnership or other person or entity, or any group of two or more of the
foregoing that act together or have agreed to act together, that, together
with its or their Affiliates and Associates, Beneficially Owns, directly or
indirectly, in the aggregate, ten percent (10%) or more of the combined
voting power of the then-outstanding shares of Voting Stock, and any
Affiliate or Associate of any such individual, firm, corporation,
partnership or other person or entity; (2) an Affiliate of the Corporation
that at any time within two years prior thereto Beneficially Owned, directly
or indirectly, ten percent (10%) or more of the combined voting power of the
outstanding shares of Voting Stock; or (3) an assignee of or successor to
any shares of capital stock of the Corporation that were at any time within
two years prior thereto Beneficially Owned by any Related Person, if such
assignment or succession shall have occurred other than pursuant to a
"public offering" within the meaning of the Securities Act of 1933, as
amended; provided, however, that the term "Related Person" shall not include
the Corporation, any Subsidiary, WTC, any employee benefit plan or employee
stock plan of the Corporation or of any Subsidiary, or any person or entity
organized, appointed, established or holding Voting Stock for or pursuant to
the terms of any such plan, nor shall such term encompass shares of Voting
Stock held by any of the foregoing (whether or not held in a fiduciary
capacity or otherwise).


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J. "Subsidiary" means any corporation or other entity of which the Corporation
owns, directly or indirectly, securities that entitle the Corporation to
elect a majority of the board of directors or other persons performing
similar functions of such corporation or entity or that otherwise give to
the Corporation the power to control such corporation or entity including,
but not limited to, WTC (after the Effective Time).

K. "Voting Stock" means all outstanding shares of capital stock of the
Corporation that pursuant to or in accordance with this Restated Certificate
of Incorporation are entitled to vote generally in the election of directors
of the Corporation, and each reference herein, where appropriate, to a
percentage or portion of shares of Voting Stock shall refer to such
percentage or portion of the voting power of such shares entitled to vote.
The outstanding shares of Voting Stock shall include shares owned through
application of Paragraph B of Article II of this Restated Certificate of
Incorporation, where applicable, but shall not otherwise include any other
shares of Voting Stock that may be issuable pursuant to any agreement, or
upon the exercise or conversion of any rights, warrants or options or
otherwise.

L. "WTC" shall mean Wilmington Trust Company, a Delaware banking corporation.


ARTICLE III

Registered Office

The address of the registered office of the Corporation in the State of Delaware
is at Rodney Square North, in the City of Wilmington, County of New Castle,
19890, and the name of its registered agent at that address is Wilmington Trust
Corporation.


ARTICLE IV

Business

The nature of the business and the purposes to be conducted or promoted by the
Corporation are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware (the
"General Corporation Law").


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ARTICLE V

Authorized Capital Stock


A. The Corporation shall be authorized to issue a total of One Hundred
Fifty-One Million (151,000,000) shares of capital stock divided into two
classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock"; the total number of shares of Common Stock that the
Corporation shall have authority to issue shall be One Hundred Fifty Million
(150,000,000), and each such share shall have a par value of $1.00; and the
total number of shares of Preferred Stock that the Corporation shall have
the authority to issue shall be One Million (1,000,000), and each such share
shall have a par value of $1.00.

B. Shares of Preferred Stock may be issued from time to time in one or more
series as may from time to time be determined by the Board, each of said
series to be distinctly designated. The voting powers, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions thereof, if any, of each such
series may differ from those of any and all other series of Preferred Stock
at any time outstanding, and the Board is hereby expressly granted authority
to fix or alter, by resolution or resolutions, the designation, number,
voting powers, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions
thereof, of each such series, including, but without limiting the generality
of the foregoing, the following:

(1) The distinctive designation of, and the number of shares of
Preferred Stock that shall constitute, such series, which number
(except where otherwise provided by the Board in the resolution
establishing such series) may be increased or decreased (but not below
the number of shares of such series then outstanding) from time to time
by like action of the Board;

(2) The rights in respect of dividends, if any, of such series of
Preferred Stock, the extent of the preference or relation, if any, of
such dividends to the dividends payable on any other class or classes
or any other series of the same or other class or classes of capital
stock of the Corporation, and whether such dividends shall be
cumulative or noncumulative;


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

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

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

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

(7) The voting powers, if any, of the holders of any series of
Preferred Stock generally or with respect to any particular matter,
which may be less than, equal to or greater than one vote per share,
and which may, without limiting the generality of the foregoing,
include the right, voting as a series by itself or together with the
holders of any other series of Preferred Stock or all series of
Preferred Stock as a class, to elect one or more directors of the
Corporation generally or under such specific circumstances and on such
conditions, as shall be provided in the resolution or resolutions of
the Board adopted pursuant hereto, including, without limitation, in
the event there shall have been a default in the payment of dividends
on or redemption of any one or more series of Preferred Stock.

C. (1) After the provisions with respect to preferential dividends on any
series of Preferred Stock (fixed in accordance with the provisions of
Paragraph B of this Article V), if any, shall have been satisfied and after
the Corporation shall have complied with all the requirements, if any, with
respect to redemption of, or the setting aside of sums as sinking funds or
redemption or purchase accounts with respect to, any series of Preferred
Stock (fixed in accordance with the provisions of Paragraph B of this


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Article V), and subject further to any other conditions that may be fixed in
accordance with the provisions of Paragraph B of this Article V, then and
not otherwise the holders of Common Stock shall be entitled to receive such
dividends as may be declared from time to time by the Board.

(2) In the event of the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, after distribution in full of the
preferential amounts, if any (fixed in accordance with the provisions of
Paragraph B of this Article V), to be distributed to the holders of
Preferred Stock by reason thereof, the holders of Common Stock shall,
subject to the additional rights, if any (fixed in accordance with the
provisions of Paragraph B of this Article V), of the holders of any
outstanding shares of Preferred Stock, be entitled to receive all of the
remaining assets of the Corporation, tangible and intangible, of whatever
kind available for distribution to stockholders ratably in proportion to the
number of shares of Common Stock held by them respectively.

(3) Except as may otherwise be required by law, and subject to the
provisions of such resolution or resolutions as may be adopted by the Board
pursuant to Paragraph B of this Article V granting the holders of one or
more series of Preferred Stock exclusive voting powers with respect to any
matter, each holder of Common Stock shall have one vote in respect of each
share of Common Stock held on all matters voted upon by the stockholders.

(4) The authorized amount of shares of Common Stock and of Preferred Stock
may, without a class or series vote, be increased or decreased from time to
time by the affirmative vote of the holders of a majority of the combined
voting power of the then-outstanding shares of Voting Stock, voting together
as a single class.


ARTICLE VI

Election of Directors


A. The business and affairs of the Corporation shall be conducted and managed
by, or under the direction of, the Board. Except as otherwise provided for
or fixed pursuant to the provisions of Article V of this Restated
Certificate of Incorporation relating to the rights of the holders of any
series of Preferred Stock to elect additional directors, the total number of
directors constituting the entire Board shall be not less than one (1) nor
more than twenty-five (25), with the then-authorized number of directors
being fixed from time to time by or pursuant to a resolution passed by the
Board.


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B. The Board, other than those directors elected by the holders of any series
of Preferred Stock as provided for or fixed pursuant to the provisions of
Article V of this Restated Certificate of Incorporation, shall be divided
into three classes, as nearly equal in number as the then-authorized number
of directors constituting the Board permits, with the term of office of one
class expiring each year and with each director serving for a term ending at
the third annual meeting of stockholders of the Corporation following the
annual meeting at which such director was elected.

C. Except as otherwise provided for or fixed pursuant to the provisions of
Article V of this Restated Certificate of Incorporation relating to the
rights of the holders of any series of Preferred Stock to elect additional
directors, and subject to the provisions hereof, newly created directorships
resulting from any increase in the authorized number of directors, and any
vacancies on the Board resulting from death, resignation, disqualification,
removal, or other cause, may be filled only by the affirmative vote of a
majority of the remaining directors then in office, even though less than a
quorum of the Board. Any director elected in accordance with the preceding
sentence 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 duly
elected and qualified, subject to his earlier death, disqualification,
resignation or removal. No decrease in the number of directors constituting
the Board shall shorten the term of any incumbent director.

D. During any period when the holders of any series of Preferred Stock have the
right to elect additional directors as provided for or fixed pursuant to the
provisions of Article V of this Restated Certificate of Incorporation, then
upon commencement and for the duration of the period during which such right
continues (i) the then otherwise total authorized number of directors of the
Corporation shall automatically be increased by such specified number of
directors, and the holders of such Preferred Stock shall be entitled to
elect the additional directors so provided for or fixed pursuant to said
provisions, and (ii) each such additional director shall serve until such
director's successor shall have been duly elected and qualified, or until
such director's right to hold such office terminates pursuant to said
provisions, whichever occurs earlier, subject to his earlier death,
disqualification, resignation or removal. Except as otherwise provided by
the Board in the resolution or resolutions establishing such series,
whenever the holders of any series of Preferred Stock having such right to
elect additional directors are divested of such right pursuant to the


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provisions of such stock, the terms of office of all such additional
directors elected by the holders of such stock, or elected to fill any
vacancies resulting from the death, resignation, disqualification or removal
of such additional directors, shall forthwith terminate and the total and
authorized number of directors of the Corporation shall be reduced
accordingly.

E. Except for such additional directors, if any, as are elected by the holders
of any series of Preferred Stock as provided for or fixed pursuant to the
provisions of Article V of this Restated Certificate of Incorporation, any
director may be removed from office only for cause and only by the
affirmative vote of the holders of seventy-five percent (75%) or more of the
combined voting power of the then-outstanding shares of Voting Stock at a
meeting of stockholders called for that purpose, voting together as a single
class.


ARTICLE VII

Meetings of Stockholders

A. Meetings of stockholders of the Corporation may be held within or without
the State of Delaware, as the Bylaws of the Corporation may provide. Except
as otherwise provided for or fixed pursuant to the provisions of Article V
of this Restated Certificate of Incorporation relating to the rights of the
holders of any series of Preferred Stock, special meetings of stockholders
of the Corporation may be called only by the Chairman of the Board, the
President or the Board pursuant to a resolution adopted by a majority of the
then-authorized number of directors of the Corporation; provided, however,
that where such special meeting of stockholders is called for the purpose of
acting upon a proposal made by or on behalf of a Related Person or, at any
time that one or more Related Persons exist, by or at the request of a
director who is not a Continuing Director as to all Related Persons, or
where a Related Person otherwise seeks action requiring approval of
stockholders, then, in addition to the aforesaid vote of directors, the
affirmative vote of a majority of the Continuing Directors, if any, shall
also be required to call such special meeting of stockholders. Special
meetings of stockholders may not be called by any other person or persons or
in any other manner. Elections of directors need not be by written ballot
unless the Bylaws of the Corporation shall so provide.


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B. In addition to the powers conferred on the Board by this Restated
Certificate of Incorporation and by the General Corporation Law, and without
limiting the generality thereof, the Board is specifically authorized from
time to time, by resolution of the Board without additional authorization by
the stockholders of the Corporation, to adopt, amend or repeal the Bylaws of
the Corporation, in such form and with such terms as the Board may
determine, including, without limiting the generality of the foregoing,
Bylaws relating to (i) regulation of the procedure for submission by
stockholders of nominations of persons to be elected to the Board, (ii)
regulation of the attendance at annual or special meetings of the
stockholders of persons other than holders of record or their proxies, and
(iii) regulation of the business that may properly be brought by a
stockholder of the Corporation before an annual or special meeting of
stockholders of the Corporation.


ARTICLE VIII

Stockholder Consent

Except as otherwise provided for or fixed pursuant to the provisions of Article
V of this Restated Certificate of Incorporation relating to the rights of the
holders of any series of Preferred Stock, no action required to be taken or that
may be taken at any annual or special meeting of stockholders of the Corporation
may be taken without a meeting, and the power of the stockholders of the
Corporation to consent in writing, without a meeting, to the taking of any
action is specifically denied.


ARTICLE IX

Factors to Consider

The Board, when evaluating any proposed transaction that would result in a
person or entity becoming a Related Person, or in a Related Person increasing
his ownership of capital stock of the Corporation, or any transaction or any
proposed transaction with any other party, whether or not such other party is a
Related Person, that would constitute a Business Combination if the other party
to the transaction were or would thereby become a Related Person, may, to the
fullest extent permitted by law, give due consideration to the independence and
integrity of the Corporation's operations, and the social, economic and
environmental effects on the stockholders, employees, customers, suppliers and
other constituents of the Corporation and its Subsidiaries and on the
communities in which the Corporation and its Subsidiaries operate or are located
or that they serve.


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ARTICLE X

Limitation of Liability

A director of this Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law as the same exists or may hereafter
be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect
any right or protection of a director of the Corporation existing hereunder with
respect to any act or omission occurring prior to such repeal or modification.


ARTICLE XI

Executive Committee

The Board, pursuant to the Bylaws of the Corporation or by resolution passed by
a majority of the then-authorized number of directors, may designate any of
their number to constitute an Executive Committee, which Executive Committee, to
the fullest extent permitted by law and provided for in said resolution or in
the Bylaws of the Corporation, shall have and may exercise all of the powers of
the Board in the management of the business and affairs of the Corporation, and
shall have power to authorize the seal of the Corporation to be affixed to all
papers that may require it.


ARTICLE XII

Business Combinations

A. In addition to any affirmative vote required by law, and except as otherwise
expressly provided in Paragraph B of this Article XII, a Business
Combination shall require the affirmative vote of the holders of
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.
Such affirmative vote shall be required notwithstanding the fact that no
vote may be required, or that some lesser percentage may be specified, by
law or in any agreement with any national securities exchange or otherwise.

B. The provisions of Paragraph A of this Article XII shall not be applicable to
any particular Business Combination, and such Business Combination shall
require only such affirmative vote as is required by law and any other
provisions of this Restated Certificate of Incorporation or the Bylaws, if


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there are one or more Continuing Directors then in office and if such
Business Combination has been approved by the Board by (i) the affirmative
vote of at least a majority of the then-authorized number of directors and
(ii) the affirmative vote of at least a majority of the Continuing Directors
then in office.


ARTICLE XIII

Amendment Of Corporate Documents

A. RESTATED CERTIFICATE OF INCORPORATION. In addition to any affirmative vote
required by applicable law and in addition to any vote of the holders of any
series of Preferred Stock provided for or fixed pursuant to the provisions
of Article V of this Restated Certificate of Incorporation, any alteration,
amendment, repeal or rescission (a "Change") of any provision of this
Restated Certificate of Incorporation must be approved by at least a
majority of the then-authorized number of directors and by the affirmative
vote of the holders of at least a majority of the combined voting power of
the then-outstanding shares of Voting Stock, voting together as a single
class; provided, however, that if any such Change relates to Articles II, V,
VI, VII, VIII, IX, X or XII hereof or to this Article XIII, such Change must
also be approved by the affirmative vote of the holders of at least
seventy-five percent (75%) of the combined voting power of the
then-outstanding shares of Voting Stock, voting together as a single class
and, if at the time there exist one or more Related Persons, such Change
must also be approved by the affirmative vote of the holders of at least a
majority of the combined voting power of the Disinterested Shares; provided
further, however, that the vote(s) required by the immediately preceding
proviso shall not be required if such Change has been first approved by at
least two-thirds of the then-authorized number of directors and, if at the
time there exist one or more Related Persons, by a majority of the
Continuing Directors then in office, if any.

Subject to the provisions hereof, the Corporation reserves the right at any
time, and from time to time, to amend, alter, repeal or rescind any
provision contained in this Restated Certificate of Incorporation in the
manner now or hereafter prescribed by law, and other provisions authorized
by the laws of the State of Delaware at the time in force may be added or
inserted, in the manner now or hereafter prescribed by law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,


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directors or any other persons whomsoever by and pursuant to this Restated
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the rights reserved in this article.

B. BYLAWS. In addition to any affirmative vote required by law, any Change of
the Bylaws of the Corporation may be adopted either (i) by the Board by the
affirmative vote of at least a majority of the then-authorized number of
directors and, if at the time there exist one or more Related Persons, by
the affirmative vote of at least a majority of the Continuing Directors then
in office, if any, or (ii) by the stockholders by the affirmative vote of
the holders of at least seventy-five percent (75%) of the combined voting
power of the then-outstanding shares of Voting Stock, voting together as a
single class and, if at the time there exist one or more Related Persons, by
the affirmative vote of the holders of at least a majority of the combined
voting power of the Disinterested Shares.