The ownership and transferability of this certificateand the shares of stock represented hereby are subjectto the terms and conditions (including those relatingto forfeiture) of the 2009 Executive Incentive Planand a Restricted Stock Award Agreement entered intobetween the registered owner and Wilmington TrustCorporation. Copies of the Plan and Agreement are onfile in the executive offices of the Company inWilmington, Delaware.In addition, the stock certificate or certificates for the Restricted Shares shallbe subject to stop-transfer orders and other restrictions as the Company may deemadvisable under the rules, regulations, and other requirements of the Securities andExchange Commission, any stock exchange upon which the Company’s common stock isthen listed, and any applicable federal or state securities laws. The Company maycause a legend or legends to be placed on that certificate or certificates to makeappropriate reference to those restrictions.     (ii) in lieu of directing that a stock certificate or certificates representingthe Restricted Shares be issued, the Company may direct that the Restricted Sharesbe issued in book entry form, subject to the restrictions set forth herein.          (c) As soon as administratively practicable following the vesting of any portion of theRestricted Shares, and upon the satisfaction of all other applicable conditions relating to theRestricted Shares (including, without limitation, the payment by the Executive of all applicablewithholding taxes), but in no event before the Permitted Vesting Dates (as defined in Section13(e)), the Company shall deliver or cause to be delivered to the Executive a certificate orcertificates for the applicable Restricted Shares that shall not bear the Legend.     **1.2****Restrictions****.**          (a) The Executive shall have all rights and privileges of a stockholder with respect to theRestricted Shares, including the right to vote and receive dividends or other distributions withrespect to the Restricted Shares, except that the following restrictions shall apply:     (i) the Executive shall not be entitled to delivery of the certificate orcertificates for any portion of the Restricted Shares until that portion of thoseRestricted Shares has vested without a forfeiture of the Restricted Shares and uponthe satisfaction of all other applicable conditions;     (ii) none of the Restricted Shares may be sold, transferred, assigned, pledged,or otherwise encumbered or disposed of until those Restricted Shares have vested;     (iii) all shares of common stock distributed as a dividend or distribution, ifany, with respect to the Restricted Shares before those Restricted Shares havevested shall be subject to the same restrictions as the Restricted Shares; and     (iv) all of the Restricted Shares which have not yet vested shall be forfeitedand returned to the Company and all rights of the Executive with respect
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to the Restricted Shares shall terminate in their entirety on the terms andconditions set forth in Paragraph 1.4.          (b) Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in amanner contrary to the restrictions set forth herein shall be void and of no effect.     **1.3****Restricted Period and Vesting****.**          (a) Subject to the provisions of this Section 1.3 and Sections 1.4, 1.5, 1.6 and 1.7, therestrictions set forth in Paragraph 1.2 shall apply for a period (the “Restricted Period”)beginning on the Date of Grant and ending on the latest Permitted Vesting Date.          (b) Notwithstanding the provisions of Sections 1.3(a), the Restricted Shares shall be deemedvested and no longer subject to forfeiture under Section 1.4(a) in accordance with the schedule setforth in the attachment hereto.          (c) To the extent permitted under the CPP Rules (as that term is defined in Section 1.6below), upon the Executive’s Normal Retirement or Other Retirement or in the event of a Change inControl (as that term is defined in the Plan), all Restricted Shares shall be deemed vested,provided that in no event shall the Restricted Shares vest before the Permitted Vesting Dates.          (d) Notwithstanding any provision herein to the contrary, upon the Executive’s death orDisability, all Restricted Shares shall be deemed vested.     **1.4****Forfeiture****.**          (a) Subject to Section 1.7 below, if, during the Restricted Period, (1) the Executive’semployment with the Company and its subsidiaries is terminated for any reason other than NormalRetirement, Other Retirement, death, or Disability, (2) there occurs a material breach hereof bythe Executive, or (3) the Executive fails to meet the tax withholding obligations described inSection 1.5(b), all rights of the Executive to the Restricted Shares that have not vested inaccordance with Section 1.3 as of the date of that termination shall terminate immediately and beforfeited in their entirety.          (b) If, during the period beginning on the Date of Grant and ending on the second anniversaryof the Date of Grant, the Executive ceases to continue performing substantial services for theCompany other than due to death, Disability, or a Change-in-Control, all rights of the Executive tothe Restricted Shares as of the date that the Executive no longer performs substantial servicesshall terminate immediately and be forfeited in their entirety.          (c) In the event of any forfeiture under this Paragraph 1.4, any certificate or certificatesrepresenting the forfeited Restricted Shares shall be canceled to the extent of any RestrictedShares that are forfeited.     **1.5****Withholding****.**          (a) The Compensation Committee (as that term is defined in the Plan) or its designee shalldetermine the amount of any withholding or other tax required by law to be withheld or paid by theCompany with respect to any income recognized by the Executive relating to the Restricted Shares.
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          (b) The Executive shall be required to meet any applicable tax withholding obligation inaccordance with the provisions of the Plan.          (c) The Compensation Committee shall be authorized, in its sole discretion, to establish rulesand procedures relating to the use of shares of the Company’s common stock to satisfy taxwithholding obligations as it deems necessary or appropriate to facilitate and promote theconformity of the Executive’s transactions under the Plan and this Agreement with Rule 16b-3 underthe Securities Exchange Act of 1934, as amended, if that Rule is applicable to transactions by theExecutive.     **1.6****Limitations****.**Notwithstanding any provision herein to the contrary, theExecutive’s rights and the Company’s obligations hereunder shall be limited to the extent that theCompany is required to comply with (a) federal and state law and (b) the requirements ofparticipants in the United States Department of the Treasury’s Capital Purchase Program (“CPP”),including, without limitation, the requirements of 12 U.S.C. § 5221 and 31 C.F.R. Part 30 (thoserequirements, collectively, the “CPP Rules”). Requirements under the CPP Rules include, withoutlimitation, restrictions on “golden parachute payments” (as that term is defined in the CPP Rules).The Executive acknowledges that the CPP Rules may require modification of the terms of thisAgreement.     **1.7****Compensation Committee’s Discretion****.**Subject to the provisions of Sections 1.4(b)and 1.6 above, but notwithstanding any other provision herein to the contrary, the CompensationCommittee shall have discretion under the Plan to waive any forfeiture of the Restricted Shares asset forth in Paragraph 1.4(a), the Restricted Period, and any other conditions set forth herein,provided that in no event (other than as provided by Section 1.3(d)) shall the Restricted Sharesvest before the Permitted Vesting Dates.**2.****REPRESENTATIONS OF THE EXECUTIVE**     The Executive hereby represents to the Company that the Executive has read and fullyunderstands the provisions of this Agreement and the Plan and his or her decision to participate inthe Plan is completely voluntary. Further, the Executive acknowledges that the Executive isrelying solely on his or her own advisors with respect to the tax consequences of this restrictedstock award.**3. ****NOTICES**     All notices or communications under this Agreement shall be in writing, addressed as follows:To the Company:Wilmington Trust Corporation