WILMINGTON TRUST CORPORATIONAMENDED 2004 EMPLOYEE STOCK PURCHASE PLAN1. Purpose. The purpose of Wilmington Trust Corporation’s Amended 2004Employee Stock Purchase Plan (the “Plan”) is to provide all regular employees of WilmingtonTrust Corporation (the “Company”) and those of its subsidiaries that may be designated asparticipating companies by the Company’s Board of Directors from time to time an opportunityto purchase shares of the Company’s common stock, par value $1 per share (“Common Stock”),through annual offerings to be made from time to time for the duration of the Plan; and tofoster interest in the Company’s success, growth, and development. The Company intends thatthe Plan qualify as an “Employee Stock Purchase Plan” within the meaning of Section 423 of theInternal Revenue Code of 1986, as amended (the “Code”). Accordingly, the Plan’s provisionsshall be construed to extend and limit participation in a manner consistent with therequirements of that section of the Code. 2. Eligibility.   a. Any Employee shall be eligible to participate in the Plan as of the beginning of the Plan yearcoincident with or next following the completion of at least one month of continuous service withone or more Employers, subject to the limitations imposed by Section 423(b) of the Code.   b. Any provision of the Plan to the contrary notwithstanding, no Employee shall be granted anoption:   (1) If, immediately after that grant, the Employee would own shares, and/or hold outstandingoptions to purchase shares, possessing 5% or more of the total combined voting power or value ofall classes of stock of the Company or of any subsidiary of the Company; or   (2) That permits an Employee rights to purchase shares under all employee stock purchase plansof the Company and its subsidiaries to accrue at a rate that exceeds $25,000 of the fair marketvalue of the shares (determined at the time that option is granted) for each calendar year inwhich those stock options are outstanding at any time. 3. Offerings. The Company will make one or more annual offerings to Employees topurchase stock hereunder. The terms and conditions of each such offering shall specify thenumber of shares that may be purchased thereunder. The fixed term of any offering shallinclude a Purchase Period of specified duration, during which (or during that period thereofduring which an Employee may elect to participate) the amounts received by an Employee as BaseSalary shall constitute the measure of that Employee’s participation in the offering. 4. Participation. An Employee who is, on the effective date of any offering, eligibleto participate in that offering, may participate by completing and forwarding a “PayrollDeduction Authorization for Purchase of Wilmington Trust Corporation Stock” form to thedesignated payroll location. Payroll deductions for a Participant shall commence on the datewhen the authorization for a payroll deduction becomes effective and end on the terminationdate of the offering to which that authorization applies, unless terminated sooner by theParticipant in accordance with Paragraph 8 below. 5. Payroll Deductions. A Participant’s payroll deduction authorization shall authorizedeductions each payday during a Purchase Period at a rate not to exceed 10% of theParticipant’s Base Salary at the beginning of that Purchase Period but, at a minimum, at arate that will accumulate an amount equal to the offering price of at least five shares by theend of the Purchase Period.   a. All payroll deductions made for a Participant shall be credited to a
 

 
  bookkeeping account under the Plan. A Participant may not make separate cash payments into thataccount.  b. A Participant may at any time prospectively decrease the amount authorized to be deducted perperiod, provided the minimum deduction required above is maintained. That change may not becomeeffective sooner than the next pay period ending after receipt of the form by the appropriatepayroll location. Notwithstanding anything to the contrary contained herein, a Participant mayreduce payroll deductions hereunder only once during any Purchase Period.   c. A Participant may discontinue participation in the Plan in accordance with Paragraph 8 below. 6. Granting of an Option.   a. In any offering hereunder, each Participant shall be granted an option, on the Date ofOffering, for as many full shares of Common Stock as he or she elects to purchase with thepayroll deductions credited to the Participant’s account during the Purchase Period, based onthe option price for the Purchase Period, as described in Subparagraph 6(b) below.   b. The option price per share of shares purchased with payroll deductions made for a Participantduring any Purchase Period shall be eighty-five percent or such greater percentage as theCommittee may determine in its sole discretion of the last sale price of the Common Stock on thefirst day of the Purchase Period or, if there was no such reported sale of Common Stock on thatdate, on the next preceding date on which there was such a reported sale. 7. Exercise of Option.   a. As of the last day of the Purchase Period for any offering, the account of each Participantshall be totaled and the option price determined. If a Participant has sufficient funds(including interest credited on his or her account at the rate computed in accordance withParagraph 9 below) to purchase five or more full shares at the option price, that Participantshall be deemed to have exercised the option to purchase the number of shares for which he orshe has subscribed at that price, and his or her account shall be charged for the number ofshares so purchased.   b. Participation in an offering will not bar an Employee from participating in any subsequentoffering hereunder. Payroll deductions may be made under each offering to the extent theEmployee authorizes, subject to the maximum and minimum limitations for that offering imposedhereby. A separate account shall be maintained for each Participant with respect to eachoffering. Any unused balance in a Participant’s account at the end of a Purchase Period shallbe refunded, with interest computed in accordance with Paragraph 9 below.   c. If a Participant does not accumulate sufficient funds in his or her account to purchase atleast five shares during a Purchase Period, the Participant thereupon shall be deemed to havewithdrawn from that offering, and his or her account will be refunded, with interest computed inaccordance with Paragraph 9 below.   d. The shares of Common Stock purchased by a Participant upon the exercise of his or her optionin accordance herewith shall not include fractional shares. Amounts credited to a Participant’saccount which would have been used to purchase fractional shares shall be refunded to theParticipant, with interest computed in accordance with Paragraph 9 below. 8. Withdrawal.   a. A Participant may withdraw all payroll deductions credited to an account hereunder at anytime before the end of a Purchase Period by giving the Company written notice. All payrolldeductions credited to that account shall be paid to the Participant, with interest computed inaccordance with Paragraph 9 below, promptly after receipt of
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  notice of withdrawal, and no further payroll deductions shall be made for that Participant inrespect of that offering.   b. Except as provided in the following sentence, an Employee’s withdrawal from the Plan shallnot have any effect upon his or her eligibility to participate in any succeeding offeringhereunder; provided that Section 16 Officers who make withdrawals or otherwise ceaseparticipation in the Plan during any Purchase Period shall be precluded from re-participation inthe Plan until the next Purchase Period that begins at least six months after that withdrawal orcessation of participation.   c. If an Employee retires or otherwise terminates employment, no payroll deduction shall be madefrom any pay due and owing at that time, and the balance in the Employee’s account shall be paidto the Employee, with interest computed in accordance with Paragraph 9 below or, at theEmployee’s election, used to purchase Common Stock in accordance with Paragraph 7 above.   d. If an Employee dies, that Employee’s beneficiary may elect to withdraw the balance in his orher account, with interest computed in accordance with Paragraph 9 below, or apply it to thepurchase of the appropriate number of full shares of Common Stock at a price determined inaccordance with Paragraph 6 above, using the date of death as though it were the last day of thePurchase Period. Any balance in that account remaining after that purchase shall be paid, withinterest computed in accordance with Paragraph 9 below, to the person or persons entitledthereto in accordance with Paragraph 12 below. 9. Interest. Each Participant’s account shall be credited with interest at the rate ineffect from time to time on statement savings accounts of Wilmington Trust Company that maynot be accessed by check. 10. Stock.   a. The shares to be sold to Participants hereunder are to be authorized and unissued shares ofCommon Stock, or issued shares of Common Stock that the Company has reacquired and holds in itstreasury. The maximum number of shares that shall be made available for sale hereunder duringall offerings shall be 800,000 shares, subject to adjustment upon changes in the Company’scapitalization as provided in Paragraph 14 below.   b. None of the rights or privileges of a stockholder of the Company shall exist with respect toshares purchased hereunder until the end of the Purchase Period with respect to which thoseshares were acquired.   c. If in any offering Employees subscribe for more shares than remain available under the Plan,the shares in that offering shall be allocated prorata among employees bymultiplying the number of shares remaining under the Plan by a fraction, the numerator of whichis the number of shares the Employee subscribed for in that offering and the denominator ofwhich is the number of shares all Employees subscribed for in that offering.   d. Shares to be delivered to an Employee hereunder will be registered in the Employee’s name or,if directed by written notice to Wilmington Trust Company’s Human Resources Department beforethe end of a Purchase Period, in the names of the Employee and one other person, as jointtenants with rights of survivorship, to the extent permitted by applicable law. 11. Administration. The Plan shall be administered by a committee (the “Committee”)consisting of not less than three members who shall be appointed by the Company’s Board ofDirectors. Each member of the Committee shall be either a director, an officer, or anEmployee of an Employer. The Committee shall be vested with full authority to make,administer, and interpret rules and regulations that it deems necessary or desirable toadminister the Plan. Any determination, decision, interpretation, administration, orapplication
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  hereof shall be final, conclusive, and binding upon all Participants and any and all personsclaiming under or through any Participant. 12. Designation of Beneficiary. A Participant may file with Wilmington Trust Company’sHuman Resources Department a written designation of a beneficiary who is to receive any sharesand/or cash for the Participant’s credit hereunder in the event of that Participant’s deathbefore the delivery of those shares and/or cash. The Participant may change that designationat any time by providing written notice to Wilmington Trust Company’s Human ResourcesDepartment. Upon the death of a Participant and receipt by Wilmington Trust Company’s HumanResources Department of proof of the Participant’s death and the identity and existence of abeneficiary validly designated hereunder, the Company shall deliver those shares and/or thatcash to the executor or administrator of the Participant’s estate. If no such executor oradministrator has been appointed to the Company’s knowledge, the Company may, in itsdiscretion and in such form as the Committee may prescribe, deliver those shares and/or thatcash to the Participant’s spouse or to any one or more dependents, or relatives of theParticipant. If no spouse, dependent or relative is known to the Company, then the Companymay, in its discretion and in such form as the Committee may prescribe, deliver those sharesand/or that cash to such other person as the Committee may designate. No such designatedbeneficiary shall, before the death of the Participant by whom the beneficiary has beendesignated, acquire any interest in the shares and/or cash credited to the Participanthereunder. 13. Transferability. No rights with respect to the exercise of any option or to receiveshares hereunder may be assigned, transferred, pledged, or otherwise disposed of by anEmployee. Options granted hereunder are not transferable by an Employee otherwise than bywill or the laws of descent and distribution, and are exercisable during an Employee’slifetime only by the Employee. 14. Changes in Capitalization. The number and kind of shares subject to outstandingoptions hereunder, the purchase price of those options, and the number and kind of sharesavailable for options subsequently made available hereunder shall be adjusted appropriately toreflect any stock dividend, stock split, combination, or exchange of the Company’s shares,merger, consolidation, or other change in the Company’s capitalization with a similarsubstantive effect upon the Plan or options granted or to be granted hereunder. The Committeeshall have the power and sole discretion to determine the nature and amount of the adjustmentto be made in each case. 15. Use of Funds. All payroll deductions received or held by an Employer hereunder maybe used by the Employer for any corporate purpose, and the Employer shall not be obligated tosegregate those payroll deductions. 16. Government Regulations. The Company’s obligations to sell and deliver the Company’sstock hereunder are subject to the approval of any governmental authority required inconnection with the authorization, issuance, or sale of that stock. The Company’s Board ofDirectors may, in its discretion, require as conditions to the exercise of any option grantedhereunder that the shares of Common Stock reserved for issuance upon the exercise of theoption have been duly listed, upon official notice of issuance, on a stock exchange or theNational Association of Securities Dealers Automated Quotation System, and that either:   a. A Registration Statement with respect to those shares is effective under the Securities Act of1933; or   b. The Participant has represented at the time of purchase, in form and substance satisfactory tothe Company, that he or she intends to purchase those shares for investment and not for resale ordistribution. 17. Amendment or Termination. Unless terminated sooner by the Company’s Board ofDirectors, the Plan shall terminate
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  automatically as of May 31, 2008. The Company’s Board of Directors may terminate or amend thePlan at any time. No such termination shall affect options previously granted hereunder. Nosuch amendment may make any change in any option theretofore granted hereunder that wouldadversely affect the rights of any Participant, nor be made without the prior approval of amajority of the shares of the Company’s outstanding stock if that approval would be required bylaw, including if that amendment would:  a. Permit the sale of more shares than are authorized under Paragraph 10 above; or   b. Permit payroll deductions at a rate in excess of 10% of a Participant’s Base Salary. 18. No Employment Rights. The Plan does not, directly or indirectly, create any rightfor the benefit of any Employee or class of Employees to purchase any shares hereunder, orcreate in any Employee or class of Employees any right with respect to continuation ofemployment by the Company or any direct or indirect subsidiary thereof. The Plan shall not bedeemed to interfere in any way with the right of the Company or any direct or indirectsubsidiary thereof to terminate, or otherwise modify, an Employee’s employment at any time. 19. Governing Law. Delaware law, other than the conflict-of-laws provisions of that law,shall govern all matters relating to the Plan, except as that law is superseded by the laws ofthe United States. 20. Definitions. Unless otherwise defined herein, capitalized terms used herein shallhave the following meanings:   a. “Base Salary” means regular straight-time earnings, excluding payments for overtime,incentive compensation, bonuses, and other special payments except to the extent the Committeespecifically approves including any such item.   b. “Committee” means the committee established pursuant to Paragraph 11 above to administer thePlan.   c. “Date of Offering” shall be the first day of each Purchase Period.   d.“Employee” shall mean any person, including an officer, who is customarily employed by anEmployer for 15 hours or more per week and for more than five months in a calendar year.   e. “Employer” means the Company and any subsidiary company designated as a participatingcompany by the Company’s Board of Directors, 15% or more of the voting stock of which isowned directly or indirectly by the Company.   f. “Participant” means an Employee who has agreed to participate in an offering and hasmet the requirements of Paragraph 4 above.   g. “Purchase Period” means each of the periods during which a Participant may purchaseCommon Stock pursuant to any particular offering hereunder.   h. “Section 16 Officers” means officers of the Company, or of any subsidiary of the Company25% or more of the voting stock of which is owned directly or indirectly by the Company,designated as Section 16 Officers by resolution of the Board of Directors of the Companyfrom time to time.
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