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          FIRST AMENDMENT TO THE WILMINGTON TRUST THRIFT SAVINGS PLAN



                                  EXHIBIT 4.12
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                             FIRST AMENDMENT TO THE
                      WILMINGTON TRUST THRIFT SAVINGS PLAN
               (as amended and restated effective January 1, 1996)


         Whereas, Wilmington Trust Company, ("Employer") adopted the Wilmington
Trust Thrift Savings Plan, ("Plan"), effective January 1, 1985; and

         Whereas, the Employer has amended the Plan from time to time, and
amended and restated the Plan in its entirety effective January 1, 1996; and

         Whereas, the Employer desires to amend the Plan in accordance with
Article XV to change the definition of Eligible Compensation, include Scheduled
Wage Roll staff members as participants, and change the computation period for
vesting.

         Now Therefore, the Plan is hereby amended effective January 1, 2001 as
follows:

1.       Subsection 3.(b)(iii) "Compensation" is amended to read as follows:

         (iii) Exclusions From Compensation:

                  (1)      overtime

                  (2)      bonuses, other than "Profit Sharing Bonus"

                  (3)      commissions

                  (4)      shift differential and imputed compensation

<TABLE>
<CAPTION>
         Type of Contribution(s)                                                Exclusions
         -----------------------                                                ----------
<S>                                                                             <C>
                  Elective Deferrals [Section 7(b)]                             2,3,4
                  Matching contributions [Section 7(c)]                         2,3,4
                  Qualified Non-Elective Contributions [Section 7(d)]
                  And Non-Elective Contributions [Section 7(e)]                 2,3,4
</TABLE>

2.       Subsection 4.(c) "Classification" is amended to read as follows:

         The Plan shall cover all Employees who have met the age and service
         requirements with the following exceptions:

         [ ]      (i) No exceptions.

         [x]      (ii) The Plan shall exclude Employees included in a unit of
                  Employees covered by a collective bargaining agreement between
                  the Employer and Employee Representatives, if retirement
                  benefits were the subject of good faith bargaining. For this
                  purpose, the term "Employee Representative" does not include
                  any organization more than half of whose members are Employees
                  who are owners, officers, or executives of the Employer.
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         [ ]      (iii) The Plan shall exclude Employees who are nonresident
                  aliens and who receive no earned income from the Employer
                  which constitutes income from sources within the United
                  States.

         [x]      (iv) The Plan shall exclude from participation any
                  nondiscriminatory classification of Employees determined as
                  follows:

                  All "On-call" staff members, defined as employees hired on a
                  seasonal or temporary basis who are paid at an hourly rate for
                  hours worked.

3.       Subsection 7.(c)(viii) "Matching Contribution Computation Period" is
         amended to read as follows:.

         (viii)   Matching Contribution Computation Period: The time period upon
                  which matching contributions will be based shall be

         [ ]      (A)  weekly

         [x]      (B)  bi-weekly

         [ ]      (C)  semi-monthly

         [ ]      (D)  monthly

         [ ]      (E)  quarterly

         [ ]      (F)  semi-annually

         [ ]      (G)  annually

4.       Subsection 10. "Cash Option" is amended to read as follows:

         [ ]      (a) The Employer may permit a Participant to elect to defer
                  to the Plan, an amount not to exceed ________% of any Employer
                  paid cash bonus made for such Participant for any year. A
                  Participant must file an election to defer such contribution
                  at least fifteen (15) days prior to the end of the Plan Year.
                  If the Employee fails to make such an election, the entire
                  Employer paid cash bonus to which the Participant would be
                  entitled shall be paid as cash and not to the Plan. Amounts
                  deferred under this section shall be treated for all purposes
                  as Elective Deferrals. Notwithstanding the above, the election
                  to defer must be made before the bonus is made available to
                  the Participant.

         [x]      (b)  Not Applicable.

5.       Subsection 12.(a) "Computation Period" is amended to read as follows:

         The computation period for purposes of determining Years of Service and
         Breaks in Service for purposes of computing a Participant's
         nonforfeitable right to his or her account balance derived from
         Employer contributions:

         [ ](i)  shall not be applicable since Participants are always fully
                 vested.
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[x] (ii) shall commence on the date on which an Employee first performs an Hour
of Service for the Employer and each subsequent 12-consecutive month period
shall commence on the anniversary thereof.

[ ](iii) shall commence on the first day of the Plan Year during which an
Employee first performs an Hour of Service for the Employer and each subsequent
12-consecutive month period shall commence on the anniversary thereof.

[ ](iv) shall commence on the date an Employee reaches the first Entry Date for
the Plan.

         In Witness Whereof, the Employer has caused this amendment to be
executed this 13th day of February, 2001.


         (CORPORATE SEAL)

                                          /s/ Michael A. DiGregorio
                                          -----------------------------------

         Date:  2/13/01                   /s/ Gerard A. Chamberlain
                                          -----------------------------------
                                          Witness