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               SUBORDINATED NOTE OF WILMINGTON TRUST CORPORATION
                       TO CEDE & CO. DATED APRIL 4, 2003

                                 EXHIBIT 10.37
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                                SUBORDINATED NOTE

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC") TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE.

THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF WILMINGTON TRUST CORPORATION AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY
OTHER GOVERNMENTAL AGENCY.

                          WILMINGTON TRUST CORPORATION
                   4.875% SUBORDINATED NOTE DUE APRIL 15, 2013

                                                                 CUSIP 971807AC6

NO. 1

      WILMINGTON TRUST CORPORATION, a Delaware corporation (herein called the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to

                                   CEDE & CO.

or registered assigns, the principal sum of TWO HUNDRED FORTY-NINE MILLION EIGHT
HUNDRED FIFTY THOUSAND DOLLARS ($249,850,000.00) on April 15, 2013 (the
"Maturity Date"), and to pay interest on said principal sum semiannually on
October 15 and April 15 in each year (individually referred to as an "Interest
Payment Date" and collectively as the "Interest Payment Dates"), commencing
October 15, 2003 at the rate of 4.875% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months, from April 4,
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2003, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the Regular Record Date for such interest, which
shall be October l or April l (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date, provided that interest payable on
the Maturity Date shall be payable to the Person to whom the principal hereof is
payable. In the event any Interest Payment Date is not a Business Day, interest
will be paid on the next succeeding Business Day. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange upon which the Notes of the series shown above may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in such Indenture. Payment of the principal of and interest on
this Note due on the Maturity Date will be made in immediately available funds
upon presentation of this Note. For the purposes of this Note, "Business Day"
means any day, other than a Saturday or Sunday, on which banking institutions in
the City of Wilmington, Delaware are open for business. Payment of the principal
of and interest on this Note will be made at the office or agency of the Company
maintained for that purpose in Wilmington, Delaware, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that, at the option of
the Company, payment of interest (other than interest payable on the Maturity
Date) may be paid by check mailed to the address of the Person entitled thereto
as such address shall appear in the Note Register at the close of business on
the Regular Record Date or by wire transfer to an account designated by such
Person in writing; and provided further that any interest payments made on this
Note while it is a Global Security shall be paid by wire transfer to an account
designated by the Depositary.

      This Note is one of a duly authorized issue of subordinated notes of the
series designated above of the Company (herein called the "Notes"), issued and
to be issued under an indenture dated as of May 4, 1998 (the "Indenture") ,
between the Company and Norwest Bank Minnesota, National Association (now Wells
Fargo Bank Minnesota, National Association), as trustee (the "Trustee" ) , to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated above, limited (except as
provided in the Indenture) in aggregate principal amount to $249,850,000.00.

      The Notes of this series are not redeemable prior to maturity and will not
be subject to any sinking fund.

      The indebtedness of the Company evidenced by the Notes of this series,
including the principal hereof and interest hereon, is, to the extent and in the
manner set forth in the Indenture, subordinate and junior in right of payment to
its obligations to holders of Senior Indebtedness and creditors in respect of
General Obligations, and each Holder of Notes of this series, by the acceptance
thereof, agrees to and shall be bound by such provisions of the Indenture.

      If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. There is no right of
acceleration of the payment of principal of the

                                       2
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Notes upon a default in the payment of interest on the Notes or in the
performance of any covenant of the Company in the Indenture or the Notes.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series under the
Indenture to be affected at any time by the Company with the consent of the
Holders of a majority in principal amount of the Notes at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting
the Holders of a majority in principal amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such series, to waive
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company which is
absolute and unconditional to pay the principal of and interest on this Note at
the times, places and rate, and in the coin or currency herein and in the
Indenture prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Securities Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of the same series of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.

      The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      This Note shall be construed in accordance with and governed by the laws
of the State of New York.

      All terms not defined herein shall have the respective meanings ascribed
to them in the Indenture referred to herein.

      Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under such Indenture, this Note shall not be
entitled to any benefits under such Indenture or be valid or obligatory for any
purpose.

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      IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.

                                        WILMINGTON TRUST CORPORATION
Dated:  September 17, 2003

                                        By  /s/ David R. Gibson
                                            ------------------------------------
                                            Title:  Executive Vice President and
                                                    Chief Financial Officer

                                        ATTEST:

                                        By  /s/ Gerard A. Chamberlain
                                            ------------------------------------
                                            Title:  Assistant Secretary

                          CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein issued under the
within-mentioned Indenture.

Wells Fargo Bank Minnesota, National Association,
as Trustee

By  /s/ Michael G. Slade
    ------------------------------------
    Authorized Officer

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                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

            TEN COM -- as tenants in common

            TEN ENT -- as tenants by the entireties

            JT ENT -- as joint tenants and not as tenants in common

            UNIF GIFT MIN ACT                          Custodian
                                                         (Cust)
                                            under Uniform Gift to Minors Act

                                        ----------------------------------------
                                                         (State)

Additional abbreviations may be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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Name and address of assignee, including zip code, must be printed or typewritten

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the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing

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Attorney to transfer said Note on the books of the within Company, with full
power of substitution in the premises.

Dated:
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      NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed by a commercial
bank or trust company having its principal office or a correspondent in The City
of New York or by a member of the New York Stock Exchange.