WILMINGTON TRUST
CORPORATION
4.875% SUBORDINATED NOTES DUE
2013
The undersigned
Authorized Officers hereby certify that, pursuant to resolutions
duly adopted by the Board of Directors of the Corporation on
March 20, 2003 (collectively, the “Borrowing
Resolutions”), such Authorized Officers are authorized and
empowered on behalf of the Corporation to arrange or effect
subordinated borrowings in a specified amount. Pursuant to that
authority, the Authorized Officers hereby take the following
actions:
RESOLVED, that,
pursuant to that certain Indenture dated as of May 4, 1998
between the Corporation and Norwest Bank Minnesota, National
Association (now Wells Fargo Bank Minnesota, National Association),
as Trustee, relating to subordinated debt securities (the
“Indenture”), the Authorized Officers hereby authorize
and approve the issuance and sale of a series of Securities (the
“Notes”), as follows:
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(1)
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The
title of the Securities of this Series (the “Notes”) is
“4.875% Subordinated Notes Due 2013.”
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(2)
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The
aggregate principal amount of the Notes which may be authenticated
and delivered under the Indenture (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Notes pursuant to Article Three or
Section 4.07, 9.06 or 15.03 of the Indenture) shall be limited
to Two Hundred Fifty Million Dollars ($250,000,000.00).
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(3)
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The
Notes shall be issued in fully registered form, without coupons,
and none of the Notes shall be issuable in bearer form. The Notes
shall be issued in the form of one or more Global Securities
deposited with, or on behalf of, the Depository Trust Company
(“DTC”) or another successor depositary institution
named by the Corporation and, if deposited with or on behalf of
DTC, will be registered in the name of DTC’s nominee, Cede
& Co. (“Cede”).
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(4)
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The
Notes shall be denominated in, and the principal of and interest on
the Notes shall be payable in, United States dollars.
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(5)
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The
Principal of the Notes shall be payable on April 15,
2013.
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(6)
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The
Notes shall bear interest at the rate of 4.875% per annum from
April 4, 2003 until the principal thereof is paid or made
availabl
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