WILMINGTON TRUST CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EXHIBIT 10.1

WILMINGTON TRUST CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AMENDED AND RESTATED
AS OF
FEBRUARY 25, 2009

WILMINGTON TRUST CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WILMINGTON TRUST CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Article I
Purpose and Effective Date

          The Wilmington Trust Corporation Supplemental Executive Retirement Plan is the former Wilmington Trust Company Supplemental Executive Retirement Plan as amended and adopted by Wilmington Trust Corporation. The purpose of this Plan is to provide supplemental retirement benefits to certain senior management officers of the Company selected for Membership by the Company’s Board of Directors. Benefits provided by this Plan are intended to supplement benefits provided by the Wilmington Trust Pension Plan. This Plan is intended to be an Excess Benefit Plan as defined in Section 3(36) of the Employee Retirement Income Security Act of 1974 to the extent that it provides benefits for selected employees in excess of the limitations on contributions and benefits imposed by section 415 of the Internal Revenue Code of 1986 on plans to which that section applies. To the extent that the Plan is not an Excess Benefit Plan this Plan is an unfunded deferred compensation plan for a select group of management or highly-compensated employees of Company within the meaning of Sections 201(2), 301(a) and 401(a) of the Employee Retirement Income Security Act of 1974 (“ERISA”) This Plan and its attendant Trust were effective January 1, 1989 and the Plan was amended from time to time; most recently, effective October 18, 2008.

Article II
Definitions

          The terms used in this Plan shall have the same meaning as ascribed to them in the Pension Plan unless they are specifically defined differently below.

     2.01 “Administrator” — means the group or individual appointed by the Company pursuant to Section 8.01.

     2.02 “Average Annual Compensation” for the purposes of Section 2.06 — means a Participant’s Compensation for the highest paid five (5) years of the final ten (10) years of the Participant’s employment with the Company.

     2.03 “Board” — means the Board of Directors of Wilmington Trust Corporation and any designated committee thereof to which it delegates its authority and discretion hereunder.

     2.04 “Code” — means the Internal Revenue Code of 1986 as amended from time to time.

     2.05 “Company” — means Wilmington Trust Corporation, a Delaware Corporation, and any wholly-owned subsidiary of Wilmington Trust Corporation.

     2.06 “Compensation” — means the salary or wages and bonuses and incentive payments, including but not limited to 100% of all awards under the Wilmington Trust Company Participant Incentive Compensation Plan, of a Participant paid by the Company as reported on Form W-2 or any substitute therefor, increased by any amounts deferred by the Participant under the Wilmington Trust Thrift Savings Plan and increased by amounts attributable to salary

reduction under the Wilmington Trust Best Plan to the extent such amount is not included in taxable income, and reduced by (i) any imputed amounts under the Code, and regulations issued pursuant thereto, and (ii) amounts attributable to moving and travel expenses, and tuition payments.

     Compensation shall also include the Value of all restricted common stock of the Company (“Restricted Stock”) that is granted to the Participant as a bonus, whether or not the Participant recognizes any taxable income from the grant of Restricted Stock in the year of the grant and regardless of whether the Participant is vested in such Restricted Stock. The Value of the Restricted Stock for purposes of this Plan shall be the closing price of the Company’s common stock on the national exchange on which the Company’s common stock is traded on the date that such Restricted Stock is granted to a Participant. The restrictions on the Restricted Stock shall not be taken into account when determining the Value of a Participant’s Restricted Stock for purposes of this Plan. If a Participant subsequently forfeits any of the Restricted Stock granted to Him or her, the Value of the forfeited Restricted Stock as of the date of grant shall be deducted from the Participant’s Compensation in the year in which the Restricted Stock that is forfeited was granted to the Participant.

     In the year in which a Participant’s employment terminates, any bonuses or incentive payments (other than the Value of Restricted Stock) paid to the Participant after the Participant’s employment terminates shall be attributed to the Participant’s last month of employment. Vacation time that has been accrued but not taken shall not be taken into account for either service or compensation purposes.

     2.07 “Early Retirement” — means the earliest date on which a Participant is eligible to receive early retirement benefits under the Pension Plan.

     2.08 “Employee” -means any individual employed by the Company in a senior policy making position.

     2.09 “Normal Retirement” — means the date on which a Participant attains age 62 and completes at least five years of participation in the Plan.

     2.10 “Participant” — means those Employees selected by the Board for participation in this Plan.

     2.11 “Pension Plan” — means the Wilmington Trust Pension Plan, as amended from time to time.

     2.12 “Plan” — means the Wilmington Trust Corporation Supplemental Executive Retirement Plan.

     2.13 “Plan Year” — means the period beginning on January 1, and ending on December 31 of each year.

     2.14 “Postponed Retirement” — means the date after a Participant’s Normal Retirement on which the Participant can elect to receive retirement benefits from the Pension Plan.

     2.15 “Social Security Taxable Wage Base” — means the amount of Earnings, as determined under the Social Security Act each year, subject to the Social Security OASDI tax for Old Age, Survivors and Disability Income benefits.

     2.16 “Trust” — means the depository adopted by the Company to hold the assets used to pay Plan benefits.

     2.17 “Year of Participation” shall mean for any Participant, each 12 month period during which the Employee is participating in the Plan measured from the date that the Employee initially becomes a Participant in the Plan, or if removed from the Plan by the Board after participating in the Plan, the date that the Employee re-commences participation in the Plan, and each anniversary thereafter. If an Employee who is participating in the Plan is removed from participation in the Plan by the Board for any reason other than Termination for Cause under Section 3.02(b) and is then designated by the Board to participate in the Plan once again, the Board may, at its sole and absolute discretion, count the Years of Service during the period that the Employee was not a Participant in the Plan after being removed by the Board from participation in the Plan and before being designated by the Board to re-commence participation in the Plan.

Article III
Eligibility for and Forfeiture of Plan Participation

     3.01. Commencement of Participation . An Employee shall become a Participant in this Plan if designated for participation by the Board, in its sole and absolute discretion. The Board shall document the selection of an Employee as a Participant in the Plan by a written resolution of the Board. An Employee who has terminated participation in the Plan pursuant to Section 3.02(a) of this Plan may, at the sole and absolute discretion of the Board, be re-designated for participation in the Plan. If the Board re-designates an Employee for participation in the Plan, the Board may, pursuant to Section 2.17 of the Plan, grant to such Employee credit for the Years of Service following the Employee’s termination of participation and before the Employee’s re-commencement of participation in the Plan.

     3.02. Termination for Cause .

          (a) For any Reason . A Participant shall cease to be a Participant but shall retain any right to benefits the Participant has earned under the Plan until such participation ends if the Board, in its sole discretion, determines that the Employee shall no longer participate in the Plan for any reason other than for Cause as provided in paragraph (b) of this Section 3.02, including but not limited to if the duties and responsibilities of the Employee’s position with the Company no longer warrant the Employee’s participation in the Plan.

          (b) For Cause . A Participant shall cease to be a Participant and shall forfeit the right to any benefits under this Plan if the employment of the Participant with the Company is terminated for Cause. For purposes of this Plan, a Participant’s employment is terminated for Cause if the Participant (a) engaged in gross misconduct, dishonesty, or deliberate and premeditated acts against the interest of the Company, (b) is convicted of a felony whether related or unrelated to employment by the Company, or (c) repeatedly and substantially failed to

perform the Participant’s obligations and duties of employment after written or oral demands for such performance are given to the Participant by the Company.

     3.03. Competition with Company . Participation in this Plan shall also cease and all rights to any benefits under this Plan shall be forfeited when a Participant, after Early, Normal, or Postponed Retirement, becomes an employee, officer or a director of a competitor of the Company without consent of the Board. The Board in its sole and absolute discretion shall determine if another entity or person is a “competitor” for the purposes of this section.

     3.04. Board Discretion . The Board shall have broad, sole and absolute discretion in making any determination under Sections 2.17, 3.01, 3.02, and 3.03 hereof.

     3.05. Change in Control .

          a. Nonforfeitability Upon Change in Control . Notwithstanding anything to the contrary contained in this Article III, Article VII, or any other portion of this Plan, when a Change in Control (as defined below) occurs, rights to receive benefits under this Plan for each Employee who is a Participant in the Plan on the date such change occurs shall become fixed and 100% vested and shall not be subsequently divested by the Board. All discretion of the Board regarding the payment of benefits under this Plan shall be eliminated upon such Change in Control or ownership. This Section 3.05 shall not be considered to create in the Plan Participants any greater rights in the assets of the Company or the Trust than the Participants had before the Change in Control occurred.

          b. Change in Control Defined . For purposes of this Section 3.05, a “Change