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WILMINGTON TRUST CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




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Article I
Purpose and Effective Date1Article II
Definitions2.01
    
    Administrator
    
    12.02
    
    Average Monthly
Compensation
    
    12.03
    
    Board
    
    12.04
    
    Code
    
    12.05
    
    Company
    
    12.06
    
    Compensation
    
    12.07
    
    Early Retirement
    
    22.08
    
    Employee
    
    22.09
    
    Normal Retirement
    
    22.10
    
    Participant
    
    22.11
    
    Pension Plan
    
    22.12
    
    Plan
    
    22.13
    
    Plan Year
    
    22.14
    
    Postponed Retirement
    
    22.15
    
    Social Security Taxable Wage
Base
    
    22.16
    
    Trust
    
    22.17
    
    Year of Participation
    
    2Article III
Eligibility for and Forfeiture of Plan Participation3.01
    
    Commencement of Participation
    
    33.02
    
    Termination for Cause
    
    33.03
    
    Competition with Company
    
    33.04
    
    Board Discretion
    
    43.05
    
    Change in Control
    
    4Article IV
Types of Retirement and Elections4.01
    
    Early Retirement
    
    64.02
    
    Normal Retirement
    
    64.03
    
    Postponed Retirement
    
    64.04
    
    Notice of Early Normal or Postponed Retirement
    
    6
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4.05
    
    Commencement of Benefits in Pension Plan
    
    6Article V
Form of Benefits5.01
    
    Form of Retirement Benefits
    
    65.02
    
    Right to Elect
    
    75.03
    
    No Death or Disability Benefits
    
    7Article VI
Computation and Payment of Retirement Benefits6.01
    
    Monthly Retirement Benefit
    
    76.02
    
    Pension Plan Offset
    
    76.03
    
    Supplemental Benefits
    
    76.04
    
    Early Retirement Reduction
    
    7Article VII
Vesting7.01
    
    Vesting Over 15 Years of Participation
    
    77.02
    
    Vesting At 55 Years of Age and 10 Years of Participation
    
    8Article VIII
Plan Administration8.01
    
    Appointment of Administrator
    
    88.02
    
    Authority of Administrator
    
    88.03
    
    Expenses of Administrator
    
    88.04
    
    Payment of Benefits
    
    88.05
    
    Sufficiency of Assets in Trust
    
    88.06
    
    Contributions to Trust/Investment of Trust Assets
    
    88.07
    
    Indemnification
    
    9Article IX
Contributions9.01
    
    Company Contributions
    
    9Article X
Maintenance of Accounts10.01
    
    Separate Accounts
    
    910.02
    
    No Interest in Assets
    
    9
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Article XI
Amendment and Termination of the Plan11.01
    
    Board Amendment or Termination
    
    10Article XII
Miscellaneous12.01
    
    Anti-Alienation
    
    1012.02
    
    No Right to Continue Employment
    
    1012.03
    
    Applicable Law
    
    1012.04
    
    Headings.
    
    1012.05
    
    Administrative Discretion
    
    10
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WILMINGTON TRUST CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 Article I  Purpose and Effective Date
  Article II  Definitions
        1




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2




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Article III  Eligibility for and Forfeiture of Plan Participation
 Commencement of Participation
 Termination for Cause
 For any Reason
 For Cause
 Competition with Company
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Board Discretion
 Change in Control
 Nonforfeitability Upon Change in Control
 Change in Control Defined
 (1)
    
    A consolidation or merger of
Wilmington Trust Company (Bank) or Wilmington Trust
Corporation (Parent) with any third party (which includes a
single person or entity or a group of persons or entities
acting in concert) not wholly-owned, directly or indirectly,
by Bank or Parent (a Third Party), unless Bank or Parent is
the entity surviving that merger or consolidation;(2)
    
    A transfer of all or substantially
all of the assets of Bank or Parent to a Third Party or a
complete liquidation or dissolution of Bank or Parent;(3)
    
    A Third Party, without the prior
approval of Banks or Parents Board, as the case may be,
directly or indirectly, through one or more subsidiaries or
transactions:
 (a)
    
    Acquires beneficial
ownership of 15% or more of any class of Banks or
Parents voting stock;(b)
    
    Acquires irrevocable
proxies representing 15% or more of any class of
Banks or Parents voting stock;(c)
    
    Acquires any
combination of beneficial ownership of voting stock
and irrevocable proxies representing 15% or more of
any class of Banks or Parents voting stock;
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(d)
    
    Acquires the ability
to control in any manner the election of a majority of
Banks or Parents Board; or(e)
    
    Acquires the ability
to directly or indirectly exercise a controlling
influence over the management or policies of Bank or
Parent;
 (4)
    
    Any election of persons to Parents
Board which causes a majority of Parents Board to consist of
persons other than (a) persons who were members of Parents
Board on January 1, 2000 and/or (b) persons who were nominated
for election as members of Parents Board by Parents Board
(or a committee thereof) at a time when the majority of the
Parents Board (or that committee) consisted of persons who
were members of Parents Board on January 1, 2000; provided,
however, that any person nominated for election by Parents
Board (or a committee thereof), a majority of whom are persons
described in clauses (a) and/or (b), or are persons who were
themselves nominated by that Board (or a committee thereof),
shall for this purpose be deemed to have been nominated by a
Board composed of persons described in clause (a) above; or(5)
    
    A determination is made by any
regulatory agency supervising Bank or Parent that a change in
control, as defined in the banking, insurance or securities
laws or regulations then applicable to Bank or Parent, has
occurred.
  5




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Article IV  Types of Retirement and Elections
 Early Retirement
 Normal Retirement
 Postponed Retirement
 Notice of Early Normal or Postponed Retirement
 Commencement of Benefits in Pension Plan
 Article V  Form of Benefits
 Form of Retirement Benefits
 Normal Form
 Post-Retirement Survivor Option
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Right to Elect
 No Death or Disability Benefits
 Article VI  Computation and Payment of Retirement Benefits
 Monthly Retirement Benefit
 Pension Plan Offset
 Supplemental Benefits
 Early Retirement Reduction
 Article VII  Vesting
 Vesting Over 15 Years of Participation
 Years of Participation in the Plan
    
    Vested %05th Year
    
    
    0.0
    %6th Year
    
    
    40.0
    %
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Years of Participation in the Plan
    
    Vested %7th Year
    
    
    46.7
    %8th Year
    
    
    53.3
    %9th Year
    
    
    60.0
    %10th Year
    
    
    66.7
    %11th Year
    
    
    73.3
    %12th Year
    
    
    80.0
    %13th Year
    
    
    86.7
    %14th Year
    
    
    93.3
    %15th and later
    
    
    100.0
    %
 Vesting At 55 Years of Age and 10 Years of Participation
 Article VIII  Plan Administration
 Appointment of Administrator
 Authority of Administrator
 Expenses of Administrator
 Payment of Benefits
 Sufficiency of Assets in Trust
 Contributions to Trust/Investment of Trust Assets
 8




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Indemnification
 Article IX  Contributions
 Company Contributions
 Article X  Maintenance of Accounts
 Separate Accounts
 No Interest in Assets
 9




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Article XI  Amendment and Termination of the Plan
 Board Amendment or Termination
 Article XII  Miscellaneous
 Anti-Alienation
 No Right to Continue Employment
 Applicable Law
 Headings
 Administrative Discretion
 IN WITNESS WHEREOF,
 ATTEST:
    
    WILMINGTON TRUST CORPORATIONBy:[Assistant]
Secretary [Corporate Seal]
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WILMINGTON TRUST CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 APPENDIX A
 ADDITIONAL SUPPLEMENTAL BENEFITS
   11