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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K

|    |  |                                                                                     
|--- |  | ------------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|   
|    |  | For the fiscal year ended December 31, 2002                                         

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|    
|     |  | For the transition period from              to                                          
|    
|     |  | Commission file number: 1-14659                                                         

WILMINGTON TRUST CORPORATION

(Exact name of registrant as specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of incorporation or organization) |  | 51-0328154
(I.R.S. Employer Identification No.)

Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890

(Address of principal executive offices)(Zip Code)


(302) 651-1000

(Registrants telephone number, including area code)


|                                  |  |                                           
|--------------------------------- |  | ------------------------------------------
|Securities registered pursuant to |  | Name of each exchange on which registered:
|Section 12(b) of the Act:         |  |                                           
|                                  |  |                                           
|Title of each class               |  |                                           
|                                  |  |                                           
|Common Stock, $1.00 Par Value     |  | New York Stock Exchange                   
|                                  |  |                                           
|(Title of class)                  |  |                                           

Securities registered pursuant to Section 12 (g) of the Act: None





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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s)), and (2) has been subject to
such filing requirements for the past 90 days.

Yes [X]             No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  ]

As of January 31, 2003, the aggregate market value of voting and
non-voting stock held by non-affiliates* of the registrant was $1,867,306,151.

Indicate by check mark whether the registrant is an accelerated filer (as
described in Rule 12b-2 of the Act).

Yes [X]             No [  ]

As of June 30, 2002, the aggregate market value of voting and non-voting stock
held by non-affiliates* of the registrant was $1,965,994,346.

Indicate the number of shares outstanding of the registrants class of common
stock, as of the latest practicable date.

|                           |  |                                
|-------------------------- |  | -------------------------------
|Class                      |  | Outstanding at January 31, 2003
|                           |  |                                
|Common Stock, $1 Par Value |  | 65,696,806                     

|                                    |  |                                        
|----------------------------------- |  | ---------------------------------------
|Documents Incorporated
by Reference |  | Part of Form 10-K in which
Incorporated
|                                    |  |                                        

|    |  |                                                                                                   |  |                    
|--- |  | ------------------------------------------------------------------------------------------------- |  | -------------------
|(1) |  | Portions of Proxy Statement for 2003
Annual Shareholders Meeting
of Wilmington Trust Corporation |  | Part III           
|    |  |                                                                                                   |  |                    
|(2) |  | Portions of Annual Report to
Shareholders for fiscal year ended
December 31, 2002                 |  | Parts I, II, and IV

*For purposes of this calculation, Wilmington Trusts subsidiaries and its
directors and executive officers are deemed to be affiliates.





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TABLE OF CONTENTS

|         |  |                                                                                      |  |  |    | 
|-------- |  | ------------------------------------------------------------------------------------ |  |  | -- | 
|PART I   |  |                                                                                      |  |  |    | 
|Item 1   |  | Business                                                                             |  |  | 1  | 
|Item 2   |  | Properties                                                                           |  |  | 24 | 
|Item 3   |  | Legal Proceedings                                                                    |  |  | 25 | 
|Item 4   |  | Submission of Matters to a Vote of Security Holders                                  |  |  | 25 | 
|PART II  |  |                                                                                      |  |  |    | 
|Item 5   |  | Market for Registrants Common Stock and Related
Stockholder Matters                 |  |  | 25 | 
|Item 6   |  | Selected Financial Data                                                              |  |  | 26 | 
|Item 7   |  | Managements Discussion and Analysis of Financial
Condition and Results of Operation |  |  | 27 | 
|Item 7A  |  | Qualitative and Quantitative Disclosure About Market Risk                            |  |  | 27 | 
|Item 8   |  | Financial Statements and Supplementary Data                                          |  |  | 27 | 
|Item 9   |  | Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure |  |  | 28 | 
|PART III |  |                                                                                      |  |  |    | 
|Item 10  |  | Directors and Executive Officers of the Registrant                                   |  |  | 28 | 
|Item 11  |  | Executive Compensation                                                               |  |  | 28 | 
|Item 12  |  | Security Ownership of Certain Beneficial Owners and
Management                       |  |  | 28 | 
|Item 13  |  | Certain Relationships and Related Transactions                                       |  |  | 28 | 
|Item 14  |  | Controls and Procedures                                                              |  |  | 29 | 
|PART IV  |  |                                                                                      |  |  |    | 
|Item 15  |  | Exhibits, Financial Statement Schedules, and Reports
on Form 8-K                     |  |  | 29 | 





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PART I

ITEM 1 - BUSINESS

General

Wilmington Trust Corporation, a Delaware corporation and a financial
holding company under the Bank Holding Company Act (Wilmington Trust), owns
Wilmington Trust Company, a Delaware-chartered bank and trust company and
Wilmington Trusts principal subsidiary (WTC). WTC was formed in 1903 and is
the largest full-service bank in Delaware, with 45 branch offices at January
31, 2003. Wilmington Trust also owns two other depository institutions,
Wilmington Trust of Pennsylvania, a Pennsylvania-chartered bank and trust
company with four branches (WTPA), and Wilmington Trust FSB, a
Federally-chartered savings bank with one branch in Maryland, one branch and
three sales offices in Florida and trust agency offices in California, Georgia,
Nevada, New Jersey, and New York (WTFSB). (WTC, WTPA, and WTFSB sometimes
are referred to herein as the Banks). Wilmington Trust also owns Rodney
Square Management Corporation, a registered investment adviser (RSMC), WT
Investments, Inc., an investment holding company with interests in six asset
management firms (WTI), and Wilmington Trust (UK) Limited, an investment
holding company with interests in six international firms providing entity
management services (WTUK).

Wilmington Trusts principal place of business is Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890. Its telephone number is
(302) 651-1000. Its principal role is to supervise and coordinate the Banks,
RSMCs, WTIs, and WTUKs activities and provide them with capital and
services. Virtually all of Wilmington Trusts income historically has been
from dividends from WTC. Wilmington Trusts current staff principally consists
of its management, who are executive officers generally serving in similar
capacities for WTC. Wilmington Trust utilizes WTCs support staff.

As of December 31, 2002, Wilmington Trust had total assets of $8.1 billion
and total shareholders equity of $741.3 million. On that date, 65,627,745
shares of Wilmington Trusts common stock were issued and outstanding, which
were held by 8,712 shareholders of record. Wilmington Trusts total loans
outstanding were approximately $6.0 billion on that date.

Wilmington Trusts businesses comprise wealth advisory services, corporate
client services, and regional banking services. The wealth advisory business
serves clients throughout the United States and in many foreign countries. The
corporate client business provides specialty trust services for national and
multinational institutions. The regional banking business targets commercial
and consumer clients throughout the Delaware Valley region.

Wealth Advisory Services Activities

The Banks wealth advisory activities encompass a variety of sophisticated
financial planning, investment management, fiduciary, and custom lending
services for individuals and families. These services include estate,
retirement, tax, philanthropic, business succession, and

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executive benefits planning. The Banks also offer trust creation and administration, estate
settlement, and private banking services. The Banks receive fees for providing
these services.

The Banks specialize in trusts that offer the legal and tax advantages
available in Delaware and other favorable jurisdictions. WTC is one of the
largest personal trust institutions in the United States.

Wilmington Trusts investment management capabilities utilize proprietary
and nonproprietary products to offer a full spectrum of asset classes and
investment styles, including fixed-income instruments, mutual funds, domestic
and international equities, real estate investment trusts, and alternative
investments such as private equity and hedge funds.

Investment management services are provided to institutional as well as
individual clients, including endowment and foundation funds, tax-qualified
defined benefit and defined contribution plans, and taxable and tax-exempt cash
portfolios.

Corporate Client Services Activities

Wilmington Trusts corporate client business provides a variety of
trustee, fiduciary, and administrative services in jurisdictions in the United
States, the Caribbean, and Europe with advantageous legal, tax, and creditor
protections. The business is focused on three areas: 1) services for clients
who utilize trusts in capital markets financing structures; 2) services for
clients who seek to establish and maintain legal residency requirements for
special purpose/variable interest entities; and 3) services for clients who use
an independent trustee to hold retirement plan assets.

Wilmington Trust serves as owner trustee or indenture trustee for a
variety of capital markets transactions, including those secured by
mortgage-backed collateral, residential and commercial mortgage loans, leases,
credit card receivables, franchises, timeshares, and other assets. Wilmington
Trust provides owner trustee or indenture trustee services for equipment
leasing trusts that hold aircraft, power generating facilities, communication
lines, satellites, vessels, and other capital equipment. It serves as
indenture, successor, collateral, or liquidating trustee in corporate
reorganizations, debt restructurings, mergers, and bankruptcies.

To establish and maintain legal residency requirements for special
purpose/variable interest entities, Wilmington Trust provides administrative
services that demonstrate nexus, or substance. These services typically
include providing a physical location and independent directors for the entity,
accounting, and other administrative tasks.

As trustee for retirement plan assets, Wilmington Trust provides
administrative and custodial services for pension, 401(k), and other retirement
plans for clients who elect to use different providers for the investment
management, record keeping, and trustee services.

Lending Activities

The Banks historically have concentrated the lending, deposit-taking, and
other banking activities described below in Delaware, Florida, Maryland, New
York, and Pennsylvania. Retail and

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commercial banking activities are conducted
primarily in Delaware, Maryland, and Pennsylvania. Banking activities
conducted in other states relate primarily to the Banks wealth advisory
business.

The Banks commercial lending activities are targeted to owners of
privately held businesses with annual sales between $5 million and $250
million. The Banks seek to work with business owners who need wealth advisory
as well as lending services.

Most of the Banks commercial lending is concentrated in Delaware,
southeastern Pennsylvania, and Marylands Eastern Shore. The Banks generally
do not pursue syndicated lending opportunities.

The Banks generally receive fees for originating loans and for taking
applications and committing to originate loans. In addition, they receive fees
for issuing letters of credit, as well as for late charges and other fees in
connection with lending activities.

Residential Mortgage Loans

The Banks directly originate or purchase conventional residential first
mortgage loans. The Banks sell all new residential mortgage production into
the secondary market. Existing residential mortgage loans are served by a
third-party provider. The Banks provide financing for jumbo residential first
mortgage loans through a third-party lender.

The Banks foster public awareness of their residential mortgage loan
products through newspaper advertising and direct mail. The Banks offer both
fixed and adjustable interest rates on residential mortgage loans, with terms
ranging up to 30 years.

Commercial Loans

The Banks also originate loans secured by mortgages on commercial real
estate and multi-family residential real estate. The Banks seek to minimize
risks of this lending in a number of ways, including:



| |  |  | Limiting the size of their individual
commercial and multi-family real estate loans;                                               
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------
| |  |  | Monitoring the aggregate size of their
commercial and multi-family housing loan portfolios;                                        
| |  |  | Generally requiring equity in the property
securing the loan equal to a certain percentage of the
appraised value or selling price;
| |  |  | Requiring in most instances that the
financed project generates cash flow adequate to meet
required debt service payments; and     
| |  |  | Requiring that the Banks have recourse to
the borrower and guarantees from the borrowers principals
in most instances.            

The Banks also make other types of commercial loans to businesses located
in their market areas. The Banks offer lines of credit, term loans, and demand
loans to finance working capital, accounts receivable, inventory, and equipment
purchases. Typically, these loans have terms of up to seven years, and bear
interest either at fixed rates or at rates fluctuating with a designated

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interest rate. These loans frequently are secured by the borrowers assets.
In many cases, they also are collateralized by guarantees of the borrowers
owners and their principal officers.

Construction Loans

The Banks make loans and participate in financing to construct residences
and commercial buildings. The Banks also originate loans for the purchase of
unimproved property for residential and commercial purposes. In these cases, the Banks frequently
provide the construction funds to improve the properties.

The Banks residential and commercial construction loans generally have
terms of up to 24 months, and interest rates that adjust from time to time in
accordance with changes in a designated interest rate. The Banks disburse loan
proceeds in increments as construction progresses and inspections warrant. The
Banks finance the construction of individual, owner-occupied houses only if
qualified professional contractors are involved and only on the basis of the
Banks underwriting and construction loan management guidelines. The Banks may
underwrite and structure construction loans to convert to permanent loans at
the end of the construction period. Analyzing prospective construction loan
projects requires greater expertise than that required for residential mortgage
lending on completed structures. Accordingly, the Banks engage several
individuals experienced in underwriting in connection with their construction
lending. Residential and commercial construction loans afford the Banks the
opportunity to increase the interest rate sensitivity of their loan portfolios
and receive yields higher than those obtainable on permanent residential
mortgage loans.

Loans to Individuals

The Banks offer both secured and unsecured personal lines of credit,
installment loans, home improvement loans, direct and indirect automobile
loans, and credit card facilities. The Banks develop public awareness of their
consumer loan products primarily through newspaper advertising and direct mail.
Consumer loans generally have shorter terms and higher interest rates than
residential first mortgage loans. Through their consumer lending, the Banks
attempt to enhance the spread between their average loan yields and their cost
of funds, and their matching of assets and liabilities expected to mature or
reprice in the same periods.

Underwriting Standards

In determining whether to originate or purchase a residential mortgage
loan, the Banks assess both the borrowers ability to repay the loan and the
adequacy of the proposed information concerning the applicants income,
financial condition, employment, and credit history. The Banks require title
insurance insuring the priority of their liens on most loans secured by first
mortgages on real estate, as well as fire and extended coverage casualty
insurance protecting the mortgaged properties. Loans are approved by various
levels of management depending on the amount of the loan.

The Banks underwriting standards relating to commercial real estate and
multi-family residential loans are designed to ensure that the property
securing the loan will generate

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sufficient cash flow to cover operating
expenses and debt service. The Banks review the propertys operating history
and projections, comparable properties, and the borrowers financial condition
and reputation. The Banks general underwriting standards with respect to
these loans include:



| |  |  | Inspecting each property before
issuing a loan commitment and before each disbursement;
| | - |  | ---------------------------------------------------------------------------------------
| |  |  | Requiring an appraisal of the property;                                                
| |  |  | Requiring recourse to the borrower; and                                                
| |  |  | Requiring the personal guaranty of the borrowers principal(s).                        

The Banks monitor the performance of these loans by inspecting the property
securing each loan.

The Banks limit commercial loans secured by real estate to individuals and
organizations with a demonstrated capacity to generate cash flow sufficient to
repay indebtedness under varied economic conditions. The Banks monitor the
performance of these loans and other loans by reviewing each one at least
annually.

The Banks require first or junior mortgages to secure home equity loans.
Although this security influences the Banks underwriting decisions, their
primary focus in underwriting these loans, as well as their other loans to
individuals, is on the borrowers financial ability to repay. In the
underwriting process, the Banks obtain credit bureau reports and verify the
borrowers employment and credit information. On home equity loans above a
certain level, the Banks require an appraisal of the property securing the loan
and, in certain instances, title insurance insuring the priority of their
liens.

Deposit Activities

Deposit accounts are the primary source of the Banks funds for use in
lending and investment activities and general business purposes. The Banks
also obtain funds from borrowings, the amortization and repayment of
outstanding loans, earnings, and maturities of investment securities.

The Banks deposit accounts include demand checking accounts, term
certificates of deposit, money market deposit accounts, NOW accounts, and
regular savings accounts. The Banks also offer retirement plan accounts
(including individual retirement accounts, Keogh accounts, and simplified
employee pension plans) for investment in the Banks various deposit accounts.
The Banks attract consumer deposits principally from their primary market
areas.

Other Activities

Interest and dividends on investments provide the Banks with a significant
source of revenue. At December 31, 2002, the Banks investment securities,
including securities purchased under agreements to resell, totaled $1.3
billion, or 16.6% of their total assets. The Banks investment securities are
used to meet Federal liquidity requirements, among other purposes. Designated
members of the Banks management make investment decisions. The Banks have
established limits on the types and amounts of investments they may make.

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Financial information about Wilmington Trusts reporting segments is
contained in Note 18 to the Consolidated Financial Statements contained in
Wilmington Trusts Annual Report to Shareholders for 2002.

Subsidiaries

WTC has 12 active wholly owned subsidiaries, formed for various purposes.
Those subsidiaries results of operations are consolidated with Wilmington
Trust for financial reporting purposes. They provide additional services to
Wilmington Trusts customers, and include:



| |  |  | Brandywine Finance Corporation, a finance
company;                                                                                                                                                              
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Brandywine Insurance Agency, Inc., a licensed
insurance agent and broker for life, casualty, and property
insurance;                                                                                            
| |  |  | Brandywine Life Insurance Company, Inc., a
reinsurer of credit life insurance written in connection with
closed-end consumer loans WTC makes;                                                                   
| |  |  | Delaware Corporate Management, Inc., Organization
Services, Inc., and Special Services Delaware, Inc., which
provide services for special purpose entities using Delawares
favorable tax and legal environment;
| |  |  | Nevada Corporate Management, Inc., which provides
services for special purpose entities using Nevadas favorable
tax and legal environment;                                                                     
| |  |  | WTC Corporate Services, Inc., a sales production
company for corporate trust customers;                                                                                                                         
| |  |  | Wilmington Brokerage Services Company, a
registered broker-dealer and a registered investment adviser;                                                                                                          
| |  |  | Wilmington Trust Global Services, Ltd., a sales
production company for corporate trust customers;                                                                                                               
| |  |  | Wilmington Trust (Cayman), Ltd., a trust company; and                                                                                                                                                           
| |  |  | Wilmington Trust (Channel Islands), Ltd., a trust company.                                                                                                                                                      

Staff Members

On December 31, 2002, Wilmington Trust and its subsidiaries had 2,361
full-time equivalent employees. Wilmington Trust considers its and its
subsidiaries relationships with these employees to be good. Wilmington Trust
and the Banks provide a variety of benefit programs for these

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employees,
including pension, profit-sharing, incentive compensation, thrift savings,
stock purchase, and group life, health, and accident plans.

Risk Factors



| |  |  | Principal Interest Rate and Credit Risks
Associated with Consumer and Commercial Lending.
| | - |  | -----------------------------------------------------------------------------------------

A certain degree of credit risk is inherent in the Banks various lending
activities. The Banks offer fixed and adjustable interest rates on loans, with
terms of up to 30 years. Although the majority of residential mortgage loans
the Banks originate are fixed-rate, adjustable rate mortgage (ARM) loans
increase the responsiveness of the Banks loan portfolios to changes in market
interest rates. However, ARM loans generally carry lower initial interest
rates than fixed-rate loans. Accordingly, they may be less profitable than
fixed-rate loans during the initial interest rate period. In addition, since
they are more responsive to changes in market interest rates than fixed-rate
loans, ARM loans can increase the possibility of delinquencies in periods of
high interest rates.

The Banks also originate loans secured by mortgages on commercial real
estate and multi-family residential real estate. Since these loans usually are
larger than one-to-four family residential mortgage loans, they generally
involve greater risks than one-to-four family residential mortgage loans. In
addition, since customers ability to repay those loans often is dependent on
operating and managing those properties successfully, adverse conditions in the
real estate market or the economy generally can impact repayment more severely
than loans secured by one-to-four family residential properties. Moreover, the
commercial real estate business is subject to downturns, overbuilding, and
local economic conditions.

The Banks also make construction loans for residences and commercial
buildings, as well as on unimproved property. While these loans also enable
the Banks to increase the interest rate sensitivity of their loan portfolios
and receive higher yields than those obtainable on permanent residential
mortgage loans, the higher yields correspond to the higher risks perceived to
be associated with construction lending. Those include risks associated
generally with loans on the type of property securing the loan. Consistent
with industry practice, the Banks sometimes fund the interest on a construction
loan by including the interest as part of the total loan. Moreover, commercial
construction lending often involves disbursing substantial funds with repayment
dependent largely on the success of the ultimate project instead of the
borrowers or guarantors ability to repay. Again, adverse conditions in the
real estate market or the economy generally can impact repayment more severely
than loans secured by one-to-four family residential properties.

In the event of slow economic conditions or deterioration in commercial
and real estate markets, we would expect increased nonperforming assets, credit
losses, and provisions for loan losses.



| |  |  | Market Valuation Risks.
| | - |  | -----------------------

A significant portion of the fee income Wilmington Trust earns in its
wealth advisory, corporate client, and asset management businesses is based
upon market valuations of securities

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Wilmington Trust holds for clients.
Accordingly, downturns in these valuations can adversely effect that fee
income.



| |  |  | Increasing Competition for Deposits, Loans, and
Assets Under Management.
| | - |  | ------------------------------------------------------------------------

The Banks compete for deposits, loans, and assets under management. Many
of the Banks competitors are larger and have greater financial resources than
Wilmington Trust. These disparities have been accelerated with increasing
consolidation in the financial services industry. Savings banks, savings and
loan associations, and commercial banks located in the Banks principal market
areas historically have provided the most direct competition for deposits.
Dealers in government securities, deposit brokers, and credit card,
direct and internet-based financial institutions outside the Banks
principal market areas also provide competition
for deposits. Savings banks, savings and loan associations, commercial banks,
mortgage banking companies, insurance companies, and other institutional
lenders provide the principal competition for loans. This competition can
increase the rates the Banks pay to attract deposits and reduce the interest
rates they can charge on loans, and impact the Banks ability to retain
existing customers and attract new customers.

Banks, trust companies, investment advisers, mutual fund companies, and
insurance companies provide the Banks principal competition for trust and
asset management business.



| |  |  | Regulatory Restrictions.
| | - |  | ------------------------

Wilmington Trust and its subsidiaries are subject to a variety of
regulatory restrictions in conducting business by federal and state
authorities. These include restrictions imposed by the Bank Holding Company
Act, the Federal Deposit Insurance Act, the Federal Reserve Act, the Home
Owners Loan Act, and a variety of federal and state consumer protection laws.
See Regulatory Matters.



| |  |  | Certain Anti-Takeover Provisions.
| | - |  | ---------------------------------

Certain provisions
of Wilmington
Trusts certificate
of incorporation,
bylaws, and
Delawares General
Corporation Law
could discourage
potential
acquisition
proposals or delay
or prevent a change
in control of
Wilmington Trust.
Those provisions
include a
classified Board of
Directors, special
provisions for
notice to
Wilmington Trust
for shareholders to
make nominations
for director and
Wilmington Trusts
authorization to
issue up to 1
million shares of
preferred stock and
150 million shares
of common stock.
These authorized
but unissued shares
provide Wilmington
Trust desirable
flexibility for
possible
acquisitions and
other corporate
purposes, but could
also delay or
hinder an
unsolicited
acquisition of
Wilmington Trust.

8



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|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |         |         |  
|------------------------------ | ---------------------------- | -------------------------------------------------------------------------- | ------------------------------- | -------- | ------------------- | ------ | ------------------- | --------- | ------- | -------- | ------ | ----- | ------- | ------- | - | - | ------ | ------- | - | - | ------- | ------- | ----- | - | ------- | ------- | -
|                               |                              |                                                                            |                                 |          | 2002/2001           |        | 2001/2000          
|                               |                              |                                                                            |                                 |          | Increase (Decrease) |        | Increase (Decrease)
|                               |                              |                                                                            |                                 |          | due to change in    |        | due to change in   
|                               |                              |                                                                            |                                 |          |                     |        |                    
|(in thousands)                 |                              | Volume (1)                                                                 |                                 | Rate (2) |                     | Total  |                     | Volume(1) |         | Rate(2)  |        | Total
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |      
|Interest income:               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |  
|                               | Time deposits in other banks |                                                                            | $                               |         |                     |        | $                   |          |         |          | $      |      |         |         | $ |  |        |         | $ |  |         |         | $     |  |        
|                               |                              | Federal funds sold and securities
purchased under agreements to resell     |                                 |          | (16                 | )      |                     |           | (378    | )        |        |       | (394    | )       |   |   | (54    | )       |   |   | (758    | )       |       |   | (812    | )      
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              |                                                                            | Total short-term investments    |          |                     | (16    | )                   |           |         | (378     | )      |       |         | (394    | ) |   |        | (54     | ) |   |         | (758    | )     |   |         | (812    | )
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              | U.S. Treasury and government agencies                                      |                                 |          | 66                  |        |                     |           | (7,382  | )        |        |       | (7,316  | )       |   |   | (9,712 | )       |   |   | (2,165  | )       |       |   | (11,877 | )      
|                               |                              | State and municipal *                                                      |                                 |          | (190                | )      |                     |           | (1,176  | )        |        |       | (1,366  | )       |   |   | 267    |         |   |   | 1,562   |         |       |   | 1,829   |        
|                               |                              | Preferred stock *                                                          |                                 |          | (166                | )      |                     |           | (117    | )        |        |       | (283    | )       |   |   | (2,401 | )       |   |   | 183     |         |       |   | (2,218  | )      
|                               |                              | Mortgage-backed securities                                                 |                                 |          | (4,739              | )      |                     |           | (1,280  | )        |        |       | (6,019  | )       |   |   | (3,534 | )       |   |   | (219    | )       |       |   | (3,753  | )      
|                               |                              | Other *                                                                    |                                 |          | 1,539               |        |                     |           | (4,134  | )        |        |       | (2,595  | )       |   |   | (2,621 | )       |   |   | (1,653  | )       |       |   | (4,274  | )      
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              |                                                                            | Total investment securities     |          |                     | (3,490 | )                   |           |         | (14,089  | )      |       |         | (17,579 | ) |   |        | (18,001 | ) |   |         | (2,292  | )     |   |         | (20,293 | )
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              | Commercial, financial, and agricultural *                                  |                                 |          | 26,447              |        |                     |           | (39,531 | )        |        |       | (13,084 | )       |   |   | 4,925  |         |   |   | (25,414 | )       |       |   | (20,489 | )      
|                               |                              | Real estate-construction                                                   |                                 |          | 3,135               |        |                     |           | (10,264 | )        |        |       | (7,129  | )       |   |   | 4,272  |         |   |   | (9,211  | )       |       |   | (4,939  | )      
|                               |                              | Mortgage - commercial *                                                    |                                 |          | (599                | )      |                     |           | (16,356 | )        |        |       | (16,955 | )       |   |   | 5,544  |         |   |   | (7,816  | )       |       |   | (2,272  | )      
|                               |                              | Mortgage - residential                                                     |                                 |          | (9,178              | )      |                     |           | (1,512  | )        |        |       | (10,690 | )       |   |   | (5,098 | )       |   |   | (597    | )       |       |   | (5,695  | )      
|                               |                              | Installment loans to individuals                                           |                                 |          | 14,222              |        |                     |           | (25,848 | )        |        |       | (11,626 | )       |   |   | 8,127  |         |   |   | (15,945 | )       |       |   | (7,818  | )      
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              |                                                                            | Total loans                     |          |                     | 34,027 |                     |           |         | (93,511  | )      |       |         | (59,484 | ) |   |        | 17,770  |   |   |         | (58,983 | )     |   |         | (41,213 | )
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              |                                                                            | Total interest income           |          | $                   | 30,521 |                     |           | $       | (107,978 | )      |       | $       | (77,457 | ) |   | $      | (285    | ) |   | $       | (62,033 | )     |   | $       | (62,318 | )
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|Interest expense:              |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |  
|                               |                              | Savings                                                                    |                                 | $        | 56                  |        |                     | $         | (1,894  | )        |        | $     | (1,838  | )       |   | $ | (506   | )       |   | $ | (2,597  | )       |       | $ | (3,103  | )      
|                               |                              | Interest-bearing demand                                                    |                                 |          | 6,176               |        |                     |           | (14,330 | )        |        |       | (8,154  | )       |   |   | (667   | )       |   |   | (10,332 | )       |       |   | (10,999 | )      
|                               |                              | Certificates under $100,000                                                |                                 |          | (1,125              | )      |                     |           | (11,998 | )        |        |       | (13,123 | )       |   |   | (3,317 | )       |   |   | (983    | )       |       |   | (4,300  | )      
|                               |                              | Certificates $100,000 and over                                             |                                 |          | 11,669              |        |                     |           | (52,623 | )        |        |       | (40,954 | )       |   |   | 5,392  |         |   |   | (27,148 | )       |       |   | (21,756 | )      
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              |                                                                            | Total interest-bearing deposits |          |                     | 16,776 |                     |           |         | (80,845  | )      |       |         | (64,069 | ) |   |        | 902     |   |   |         | (41,060 | )     |   |         | (40,158 | )
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              | Federal funds purchased and securities
sold under agreements to repurchase |                                 |          | (8,828              | )      |                     |           | (19,279 | )        |        |       | (28,107 | )       |   |   | (7,518 | )       |   |   | (16,451 | )       |       |   | (23,969 | )      
|                               |                              | U.S. Treasury demand                                                       |                                 |          | (534                | )      |                     |           | (576    | )        |        |       | (1,110  | )       |   |   | 62     |         |   |   | (1,158  | )       |       |   | (1,096  | )      
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              |                                                                            | Total short-term borrowings     |          |                     | (9,362 | )                   |           |         | (19,855  | )      |       |         | (29,217 | ) |   |        | (7,456  | ) |   |         | (17,609 | )     |   |         | (25,065 | )
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              | Long-term debt                                                             |                                 |          | (381                | )      |                     |           | 23      |          |        |       | (358    | )       |   |   | (114   | )       |   |   | 7       |         |       |   | (107    | )      
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|                               |                              |                                                                            | Total interest expense          |          | $                   | 7,033  |                     |           | $       | (100,677 | )      |       | $       | (93,644 | ) |   | $      | (6,668  | ) |   | $       | (58,662 | )     |   | $       | (65,330 | )
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |   |        
|Changes in net interest income |                              |                                                                            |                                 |          |                     |        |                     |           |         | $        | 16,187 |       |         |         |   |   |        |         |   |   |         | $       | 3,012 |  
|                               |                              |                                                                            |                                 |          |                     |        |                     |           |         |          |        |       |         |         |   |   |        |         |   |   |         |         |       |  



---

|* |  | Variances are calculated on a fully tax-equivalent basis, which includes the effects of any disallowed interest expense deduction.         
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------
| 
|1 |  | Changes attributable to volume are defined as a change in average balance multiplied by the prior years rate.                             
| 
|2 |  | Changes attributable to rate are defined as a change in rate multiplied by the average balance in the applicable period for the prior year.
|  |  | A change in rate/volume (change in rate multiplied by change in volume) has been allocated to the change in rate.                          

9



---



##### 



The maturity distribution of Wilmington Trusts investment securities held to maturity follows:

|                                 |                             |                                              |   |        |       |           |   |         |       |  |  |          |      | 
|-------------------------------- | --------------------------- | -------------------------------------------- | - | ------ | ----- | --------- | - | ------- | ----- |  |  | -------- | ---- | 
|                                 |                             |                                              |   |        |       |           |   |         |       |  |  | Weighted
|                                 |                             |                                              |   | Market |       | Amortized |   | average
|December
31, 2002 (in thousands) |                             | value                                        |   | cost   |       | yield    
|                                 |                             |                                              |   |        |       |          
|State and municipals:            |                             |                                              |   |        |       |           |   |         |       |  |  |         
|                                 | After 1 but within 5 years  |                                              | $ | 1,912  |       |           | $ | 1,813   |       |  |  | 5.86     |     
|                                 | After 5 but within 10 years |                                              |   | 2,018  |       |           |   | 1,779   |       |  |  | 6.22     |     
|                                 |                             |                                              |   |        |       |           |   |         |       |  |  |          |     
|                                 |                             | Total                                        |   |        | 3,930 |           |   |         | 3,592 |  |  |          | 6.04 | 
|                                 |                             |                                              |   |        |       |           |   |         |       |  |  |          |     
|Mortgage-backed securities:      |                             |                                              |   |        |       |           |   |         |       |  |  |         
|                                 | After 10 years              |                                              |   | 301    |       |           |   | 295     |       |  |  | 5.95     |     
|                                 |                             |                                              |   |        |       |           |   |         |       |  |  |          |     
|                                 |                             | Total                                        |   |        | 301   |           |   |         | 295   |  |  |          | 5.95 | 
|                                 |                             |                                              |   |        |       |           |   |         |       |  |  |          |     
|Other:                           |                             |                                              |   |        |       |           |   |         |       |  |  |         
|                                 | After 10 years              |                                              |   | 900    |       |           |   | 900     |       |  |  | 3.67     |     
|                                 |                             |                                              |   |        |       |           |   |         |       |  |  |          |     
|                                 |                             | Total                                        |   |        | 900   |           |   |         | 900   |  |  |          | 3.67 | 
|                                 |                             |                                              |   |        |       |           |   |         |       |  |  |          |     
|                                 |                             | Total investment securities held to maturity |   | $      | 5,131 |           |   | $       | 4,787 |  |  |          | 5.58 | 
|                                 |                             |                                              |   |        |       |           |   |         |       |  |  |          |     

Note: Weighted average yields are not on a tax-equivalent basis.

Time categories not shown above indicate there are no investment securities maturing in that respective timeframe.

-10-



---



##### 



The maturity distribution of Wilmington Trusts investment securities available for sale follows:

|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |      |  
|-------------------------------------- | --------------------------- | ---------------------------------------------- | - | ------- | --------- | ------------- | - | -------- | --------- |  |  | ----- | ---- | -
|                                       |                             |                                                |   | Market  |           | Amortized     |   | Weighted
|December 31, 2002 (in thousands)       |                             | value                                          |   | cost    |           | average yield
|                                       |                             |                                                |   |         |           |              
|U.S. Treasury and government agencies: |                             |                                                |   |         |           |               |   |          |           |  |  |      
|                                       | Within 1 year               |                                                | $ | 189,837 |           |               | $ | 189,495  |           |  |  | 1.93  | %   
|                                       | After 1 but within 5 years  |                                                |   | 263,261 |           |               |   | 251,671  |           |  |  | 4.88  |     
|                                       | After 5 but within 10 years |                                                |   | 36,427  |           |               |   | 35,000   |           |  |  | 6.22  |     
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|                                       |                             | Total                                          |   |         | 489,525   |               |   |          | 476,166   |  |  |       | 3.77 |  
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|State and municipals:                  |                             |                                                |   |         |           |               |   |          |           |  |  |      
|                                       | After 1 but within 5 years  |                                                |   | 60      |           |               |   | 60       |           |  |  | 7.25  |     
|                                       | After 5 but within 10 years |                                                |   | 407     |           |               |   | 237      |           |  |  | 13.57 |     
|                                       | After 10 years              |                                                |   | 12,572  |           |               |   | 11,996   |           |  |  | 6.16  |     
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|                                       |                             | Total                                          |   |         | 13,039    |               |   |          | 12,293    |  |  |       | 6.26 |  
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|Preferred stock:                       |                             |                                                |   |         |           |               |   |          |           |  |  |      
|                                       | Within 1 year               |                                                |   | 8,676   |           |               |   | 9,096    |           |  |  | 6.89  |     
|                                       | After 1 but within 5 years  |                                                |   | 85,579  |           |               |   | 86,753   |           |  |  | 5.75  |     
|                                       | After 5 but within 10 years |                                                |   | 17,541  |           |               |   | 17,891   |           |  |  | 7.97  |     
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|                                       |                             | Total                                          |   |         | 111,796   |               |   |          | 113,740   |  |  |       | 6.19 |  
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|Mortgage-backed securities:            |                             |                                                |   |         |           |               |   |          |           |  |  |      
|                                       | Within 1 year               |                                                |   | 499     |           |               |   | 491      |           |  |  | 5.48  |     
|                                       | After 1 but within 5 years  |                                                |   | 5,749   |           |               |   | 5,388    |           |  |  | 6.73  |     
|                                       | After 5 but within 10 years |                                                |   | 144,498 |           |               |   | 139,689  |           |  |  | 5.55  |     
|                                       | After 10 years              |                                                |   | 356,754 |           |               |   | 350,620  |           |  |  | 5.04  |     
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|                                       |                             | Total                                          |   |         | 507,500   |               |   |          | 496,188   |  |  |       | 5.20 |  
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|Other:                                 |                             |                                                |   |         |           |               |   |          |           |  |  |      
|                                       | Within 1 year               |                                                |   | 26,760  |           |               |   | 26,300   |           |  |  | 1.76  |     
|                                       | After 1 but within 5 years  |                                                |   | 40,751  |           |               |   | 40,025   |           |  |  | 4.98  |     
|                                       | After 10 years              |                                                |   | 154,528 |           |               |   | 161,241  |           |  |  | 2.98  |     
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|                                       |                             | Total                                          |   |         | 222,039   |               |   |          | 227,566   |  |  |       | 3.17 |  
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     
|                                       |                             | Total investment securities available for sale |   | $       | 1,343,899 |               |   | $        | 1,325,953 |  |  |       | 4.43 | %
|                                       |                             |                                                |   |         |           |               |   |          |           |  |  |       |     

Note: Weighted average yields are not on a tax-equivalent basis.

Time categories not shown above indicate there are no investment securities maturing in that respective timeframe.

-11-



---



##### 



The following is a summary of period-end loan balances by loan category:

|                                        |                    |   |           |           |  |   |           |           |  |   |           |           |  |   |           |           |  |   |           |           | 
|--------------------------------------- | ------------------ | - | --------- | --------- |  | - | --------- | --------- |  | - | --------- | --------- |  | - | --------- | --------- |  | - | --------- | --------- | 
|December 31
(in thousands)              |                    |   | 2002      |           |  |   | 2001      |           |  |   | 2000      |           |  |   | 1999      |           |  |   | 1998      |          
|                                        |                    |   |           |           |  |   |           |           |  |  
|Commercial, financial, and
agricultural |                    | $ | 2,328,875 |           |  | $ | 1,861,727 |           |  | $ | 1,622,654 |           |  | $ | 1,521,336 |           |  | $ | 1,370,566 |          
|Real estate-construction                |                    |   | 501,077   |           |  |   | 400,534   |           |  |   | 372,702   |           |  |   | 303,734   |           |  |   | 211,733   |          
|Mortgage-commercial                     |                    |   | 964,405   |           |  |   | 1,009,442 |           |  |   | 990,433   |           |  |   | 919,297   |           |  |   | 869,442   |          
|Mortgage-residential                    |                    |   | 677,205   |           |  |   | 865,305   |           |  |   | 925,938   |           |  |   | 968,259   |           |  |   | 857,626   |          
|Installment loans to individuals        |                    |   | 1,553,934 |           |  |   | 1,351,825 |           |  |   | 1,277,291 |           |  |   | 1,108,945 |           |  |   | 1,015,056 |          
|                                        |                    |   |           |           |  |   |           |           |  |   |           |           |  |   |           |           |  |   |           |          
|                                        | Total loans, gross |   |           | 6,025,496 |  |   |           | 5,488,833 |  |   |           | 5,189,018 |  |   |           | 4,821,571 |  |   |           | 4,324,423 | 
|Less: unearned income                   |                    |   | (392      | )         |  |   | (874      | )         |  |   | (609      | )         |  |   | (1,492    | )         |  |   | (4,790    | )        
|                                        |                    |   |           |           |  |   |           |           |  |   |           |           |  |   |           |           |  |   |           |          
|                                        | Total loans        |   | $         | 6,025,104 |  |   | $         | 5,487,959 |  |   | $         | 5,188,409 |  |   | $         | 4,820,079 |  |   | $         | 4,319,633 | 
|                                        |                    |   |           |           |  |   |           |           |  |   |           |           |  |   |           |           |  |   |           |          

-12-



---



##### 



The following table sets forth the allocation of Wilmington Trusts reserve for loan losses for the past five years:

|                                        |       |        |        |           |      |        |             |           |      |        |        |           |             |        |    |           |   |        |             |           |  |  |    |     |             |   |        |        |  |  |             |     |   |   |        |        |  |  |    |     |  
|--------------------------------------- | ----- | ------ | ------ | --------- | ---- | ------ | ----------- | --------- | ---- | ------ | ------ | --------- | ----------- | ------ | -- | --------- | - | ------ | ----------- | --------- |  |  | -- | --- | ----------- | - | ------ | ------ |  |  | ----------- | --- | - | - | ------ | ------ |  |  | -- | --- | -
|                                        |       |        | 2002   |           | 2001 |        | 2000        |           | 1999 |        | 1998  
|                                        |       |        |        |           |      |        |             |           |      |        |       
|                                        |       |        |        |           |      |        | % of loans  |           |      |        |        |           | % of loans  |        |    |           |   |        | % of loans  |           |  |  |    |     | % of loans  |   |        |        |  |  | % of loans 
|                                        |       |        |        |           |      |        | in each     |           |      |        |        |           | in each     |        |    |           |   |        | in each     |           |  |  |    |     | in each     |   |        |        |  |  | in each    
|                                        |       |        |        |           |      |        | category of |           |      |        |        |           | category of |        |    |           |   |        | category of |           |  |  |    |     | category of |   |        |        |  |  | category of
|December 31 (in thousands)              |       | Amount |        | net loans |      | Amount |             | net loans |      | Amount |        | net loans |             | Amount |    | net loans |   | Amount |             | net loans
|                                        |       |        |        |           |      |        |             |           |      |        |        |           |             |        |    |           |   |        |             |          
|Commercial, financial, and
agricultural |       | $      | 43,866 |           |      |        | 39          | %         |      | $      | 38,806 |           |             |        | 34 | %         |   | $      | 34,712      |           |  |  | 31 | %   |             | $ | 27,463 |        |  |  | 32          | %   |   | $ | 27,083 |        |  |  | 32 | %  
|Real estate-construction                |       |        | 5,295  |           |      |        | 8           |           |      |        | 4,141  |           |             |        | 7  |           |   |        | 3,941       |           |  |  | 7  |     |             |   | 3,327  |        |  |  | 6           |     |   |   | 2,407  |        |  |  | 5  |    
|Mortgage-commercial                     |       |        | 13,456 |           |      |        | 16          |           |      |        | 14,786 |           |             |        | 18 |           |   |        | 15,291      |           |  |  | 19 |     |             |   | 15,901 |        |  |  | 19          |     |   |   | 13,574 |        |  |  | 20 |    
|Mortgage-residential                    |       |        | 1,487  |           |      |        | 11          |           |      |        | 1,431  |           |             |        | 16 |           |   |        | 974         |           |  |  | 18 |     |             |   | 1,202  |        |  |  | 20          |     |   |   | 1,141  |        |  |  | 20 |    
|Installment loans to
individuals        |       |        | 14,916 |           |      |        | 26          |           |      |        | 15,282 |           |             |        | 25 |           |   |        | 16,731      |           |  |  | 25 |     |             |   | 15,559 |        |  |  | 23          |     |   |   | 15,797 |        |  |  | 23 |    
|Unallocated                             |       |        | 6,137  |           |      |        |            |           |      |        | 6,338  |           |             |        |   |           |   |        | 5,090       |           |  |  |   |     |             |   | 13,473 |        |  |  |            |     |   |   | 11,904 |        |  |  |   |    
|                                        |       |        |        |           |      |        |             |           |      |        |        |           |             |        |    |           |   |        |             |           |  |  |    |     |             |   |        |        |  |  |             |     |   |   |        |        |  |  |    |    
|                                        | Total |        | $      | 85,157    |      |        |             | 100       | %    |        | $      | 80,784    |             |        |    | 100       | % |        | $           | 76,739    |  |  |    | 100 | %           |   | $      | 76,925 |  |  |             | 100 | % |   | $      | 71,906 |  |  |    | 100 | %
|                                        |       |        |        |           |      |        |             |           |      |        |        |           |             |        |    |           |   |        |             |           |  |  |    |     |             |   |        |        |  |  |             |     |   |   |        |        |  |  |    |    

-13-



---



##### 



An analysis of loan maturities and interest rate sensitivity of Wilmington Trusts commercial and real estate construction loan portfolios follows:

|                                        |       |          |           |            |             |            |           |             |       |   |         |         |  |   |           |           | 
|--------------------------------------- | ----- | -------- | --------- | ---------- | ----------- | ---------- | --------- | ----------- | ----- | - | ------- | ------- |  | - | --------- | --------- | 
|                                        |       |          | Less than |            | One through |            | Over      |             | Total
|December 31, 2002 (in thousands)        |       | one year |           | five years |             | five years |           | gross loans
|                                        |       |          |           |            |             |            |           |            
|Commercial, financial, and agricultural |       | $        | 1,137,419 |            |             | $          | 952,364   |             |       | $ | 239,092 |         |  | $ | 2,328,875 |          
|Real estate-construction                |       |          | 232,306   |            |             |            | 240,428   |             |       |   | 28,343  |         |  |   | 501,077   |          
|                                        |       |          |           |            |             |            |           |             |       |   |         |         |  |   |           |          
|                                        | Total |          | $         | 1,369,725  |             |            | $         | 1,192,792   |       |   | $       | 267,435 |  |   | $         | 2,829,952 | 
|                                        |       |          |           |            |             |            |           |             |       |   |         |         |  |   |           |          
|Loans with predetermined rate           |       | $        | 74,479    |            |             | $          | 126,597   |             |       | $ | 95,623  |         |  | $ | 296,699   |          
|Loans with variable rate                |       |          | 1,295,246 |            |             |            | 1,066,195 |             |       |   | 171,812 |         |  |   | 2,533,253 |          
|                                        |       |          |           |            |             |            |           |             |       |   |         |         |  |   |           |          
|                                        | Total |          | $         | 1,369,725  |             |            | $         | 1,192,792   |       |   | $       | 267,435 |  |   | $         | 2,829,952 | 
|                                        |       |          |           |            |             |            |           |             |       |   |         |         |  |   |           |          

The following table presents a comparative analysis of the risk elements contained in Wilmington Trusts loan portfolio at year-end1

|                                   |       |      |        |        |  |      |        |        |  |      |        |        |  |   |        |        |  |   |        |        | 
|---------------------------------- | ----- | ---- | ------ | ------ |  | ---- | ------ | ------ |  | ---- | ------ | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|December 31 (in thousands)         |       | 2002 |        | 2001   |  | 2000 |        | 1999   |  | 1998
|                                   |       |      |        |        |  |      |        |        |  |     
|Nonaccruing                        |       | $    | 42,352 |        |  | $    | 38,016 |        |  | $    | 37,522 |        |  | $ | 29,184 |        |  | $ | 30,598 |       
|Restructured                       |       |      |       |        |  |      | 375    |        |  |      | 2,639* |        |  |   | 55     |        |  |   |       |       
|Past due 90 days or more           |       |      | 12,497 |        |  |      | 13,524 |        |  |      | 13,500 |        |  |   | 16,520 |        |  |   | 18,558 |       
|                                   |       |      |        |        |  |      |        |        |  |      |        |        |  |   |        |        |  |   |        |       
|                                   | Total |      | $      | 54,849 |  |      | $      | 51,915 |  |      | $      | 53,661 |  |   | $      | 45,759 |  |   | $      | 49,156 | 
|                                   |       |      |        |        |  |      |        |        |  |      |        |        |  |   |        |        |  |   |        |       
|Percent of total loans at year-end |       |      | 0.91   | %      |  |      | 0.95   | %      |  |      | 1.03   | %      |  |   | 0.95   | %      |  |   | 1.14   | %     
|                                   |       |      |        |        |  |      |        |        |  |      |        |        |  |   |        |        |  |   |        |       
|Other real estate owned            |       | $    | 3,118  |        |  | $    | 398    |        |  | $    | 717    |        |  | $ | 576    |        |  | $ | 1,532  |       
|                                   |       |      |        |        |  |      |        |        |  |      |        |        |  |   |        |        |  |   |        |       



|(1) |  | The Corporations policy for placing loans in nonaccrual status is discussed in footnote 1 to the Consolidated Financial Statements contained in the Corporations Annual
Report to Shareholders for the fiscal year ended December 31, 2002, which is incorporated by reference herein.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|*   |  | Restructured as nonaccrual, but not included in nonaccrual amount of $37,522.                                                                                                                                                                                                           

-14-



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##### 



The following table sets forth an analysis of Wilmington Trusts provision for loan losses, together with chargeoffs and reserves for the five major portfolio classifications included in its
statement of condition1:

|                                                |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |        |        | 
|----------------------------------------------- | --------------------------------------- | ----------------------- | ------ | ------ | ------ | ---- | ------ | ----- | ------ | ---- | ------ | ------ | ------ | - | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|For the year ended December 31 (in thousands)   |                                         | 2002                    |        | 2001   |        | 2000 |        | 1999  |        | 1998
|                                                |                                         |                         |        |        |        |      |        |       |        |     
|Reserve for loan losses at beginning of period  |                                         | $                       | 80,784 |        |        | $    | 76,739 |       |        | $    | 76,925 |        |        | $ | 71,906 |        |        | $ | 63,805 |       
|                                                |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|Loans charged off:                              |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|                                                | Commercial, financial, and agricultural |                         |        | 12,312 |        |      |        | 9,395 |        |      |        | 15,360 |        |   |        | 3,737  |        |   |        | 2,189  |       
|                                                | Real estate-construction                |                         |        |       |        |      |        | 30    |        |      |        | 50     |        |   |        | 129    |        |   |        |       |       
|                                                | Mortgage
- commercial                   |                         |        | 76     |        |      |        | 226   |        |      |        | 827    |        |   |        | 335    |        |   |        | 148    |       
|                                                | Mortgage - residential                  |                         |        | 47     |        |      |        | 53    |        |      |        | 286    |        |   |        | 493    |        |   |        | 166    |       
|                                                | Installment loans to individuals        |                         |        | 9,998  |        |      |        | 9,631 |        |      |        | 9,860  |        |   |        | 11,806 |        |   |        | 13,427 |       
|                                                |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|                                                |                                         | Total loans charged off |        |        | 22,433 |      |        |       | 19,335 |      |        |        | 26,383 |   |        |        | 16,500 |   |        |        | 15,930 | 
|                                                |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|Recoveries on amounts previously charged off:   |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|                                                | Commercial, financial, and agricultural |                         |        | 665    |        |      |        | 755   |        |      |        | 1,268  |        |   |        | 791    |        |   |        | 961    |       
|                                                | Real estate-construction                |                         |        |       |        |      |        | 13    |        |      |        | 20     |        |   |        | 23     |        |   |        | 3      |       
|                                                | Mortgage-commercial                     |                         |        | 1,455  |        |      |        | 114   |        |      |        | 238    |        |   |        | 56     |        |   |        | 35     |       
|                                                | Mortgage-residential                    |                         |        | 135    |        |      |        | 195   |        |      |        | 8      |        |   |        | 123    |        |   |        | 3      |       
|                                                | Installment loans to individuals        |                         |        | 2,538  |        |      |        | 2,453 |        |      |        | 2,763  |        |   |        | 3,026  |        |   |        | 3,029  |       
|                                                |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|                                                |                                         | Total recoveries        |        |        | 4,793  |      |        |       | 3,530  |      |        |        | 4,297  |   |        |        | 4,019  |   |        |        | 4,031  | 
|                                                |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|Net loans charged off                           |                                         |                         | 17,640 |        |        |      | 15,805 |       |        |      | 22,086 |        |        |   | 12,481 |        |        |   | 11,899 |       
|                                                |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|Current years provision for loan losses        |                                         |                         | 22,013 |        |        |      | 19,850 |       |        |      | 21,900 |        |        |   | 17,500 |        |        |   | 20,000 |       
|                                                |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|Reserve for loan losses at end of period        |                                         | $                       | 85,157 |        |        | $    | 80,784 |       |        | $    | 76,739 |        |        | $ | 76,925 |        |        | $ | 71,906 |       
|                                                |                                         |                         |        |        |        |      |        |       |        |      |        |        |        |   |        |        |        |   |        |       
|Ratio of net loans charged-off to average loans |                                         |                         | 0.31   | %      |        |      | 0.30   | %     |        |      | 0.44   | %      |        |   | 0.28   | %      |        |   | 0.29   | %     



|(1) |  | The factors the Corporation considers in determining the amount of additions to its allowance for loan losses are discussed in footnote 1 to the Consolidated Financial
Statements contained in the Corporations Annual Report to Shareholders for the fiscal year ended December 31, 2002, which is incorporated by reference herein.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-15-



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##### 



The following table presents a summary of Wilmington Trusts deposits based on average daily balances over the last three years:

|                                              |                                |        |         |           |         |        |         |      |         |        |         |           |         |  |   |      |   |   |         |           |  |  |   |      |  
|--------------------------------------------- | ------------------------------ | ------ | ------- | --------- | ------- | ------ | ------- | ---- | ------- | ------ | ------- | --------- | ------- |  | - | ---- | - | - | ------- | --------- |  |  | - | ---- | -
|                                              |                                |        | 2002    |           | 2001    |        | 2000   
|                                              |                                |        |         |           |         |        |        
|                                              |                                |        | Average |           | Average |        | Average |      | Average |        | Average |           | Average
|For the year ended December 31 (in thousands) |                                | amount |         | rate      |         | amount |         | rate |         | amount |         | rate     
|                                              |                                |        |         |           |         |        |         |      |         |        |         |          
|Noninterest-bearing demand                    |                                | $      | 831,314 |           |         |        |        |      |         | $      | 927,947 |           |         |  |  |      |   | $ | 889,686 |           |  |  |  |     
|Interest-bearing deposits:                    |                                |        |         |           |         |        |         |      |         |        |         |           |         |  |   |      |   |   |         |           |  |  |   |     
|                                              | Savings                        |        |         | 353,950   |         |        |         | 0.25 | %       |        |         | 346,765   |         |  |   | 0.78 | % |   |         | 379,837   |  |  |   | 1.53 | %
|                                              | Interest-bearing demand        |        |         | 1,735,197 |         |        |         | 0.58 |         |        |         | 1,297,181 |         |  |   | 1.41 |   |   |         | 1,327,498 |  |  |   | 2.20 |  
|                                              | Certificates under $100,000    |        |         | 891,188   |         |        |         | 3.51 |         |        |         | 914,381   |         |  |   | 4.85 |   |   |         | 981,248   |  |  |   | 4.96 |  
|                                              | Certificates $100,000 and over |        |         | 2,016,003 |         |        |         | 2.27 |         |        |         | 1,776,893 |         |  |   | 4.88 |   |   |         | 1,692,782 |  |  |   | 6.41 |  
|                                              |                                |        |         |           |         |        |         |      |         |        |         |           |         |  |   |      |   |   |         |           |  |  |   |     
|                                              | Total                          |        | $       | 5,827,652 |         |        |         |      |         |        | $       | 5,263,167 |         |  |   |      |   |   | $       | 5,271,051 |  |  |   |      |  
|                                              |                                |        |         |           |         |        |         |      |         |        |         |           |         |  |   |      |   |   |         |           |  |  |   |     

The maturity of Wilmington Trusts time deposits of $100,000 or more is as follows:

|                                 |       |            |              |                  |                     |   |         |         | 
|-------------------------------- | ----- | ---------- | ------------ | ---------------- | ------------------- | - | ------- | ------- | 
|                                 |       |            | Certificates |                  | All other interest-
|December 31, 2002 (in thousands) |       | of deposit |              | bearing deposits
|                                 |       |            |              |                 
|Three months or less             |       | $          | 1,096,663    |                  |                     | $ | 417,006 |        
|Over three through six months    |       |            | 513,216      |                  |                     |   |        |        
|Over six through twelve months   |       |            | 435,817      |                  |                     |   |        |        
|Over twelve months               |       |            | 34,812       |                  |                     |   |        |        
|                                 |       |            |              |                  |                     |   |         |        
|                                 | Total |            | $            | 2,080,508        |                     |   | $       | 417,006 | 
|                                 |       |            |              |                  |                     |   |         |        

-16-



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##### 



A summary of short-term borrowings at December 31, is as follows (in thousands):

|                                                                                 |  |               |           |                  |  |               |         |                 |  |   |        |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | ------------- | --------- | ---------------- |  | ------------- | ------- | --------------- |  | - | ------ | - |  | - | ------ | -
|                                                                                 |  |               |           | Securities sold  |  |               |         |                
|                                                                                 |  | Federal funds |           | under agreements |  | U.S. Treasury |         |                
|                                                                                 |  | purchased     |           | to repurchase    |  | demand notes  |         | Lines of credit
|                                                                                 |  |               |           |                  |  |               |         |                
|2002                                                                             |  |               |           |                  |  |               |         |                 |  |   |        |   |  |   |        |  
|Balance at December 31                                                           |  | $             | 432,328   |                  |  | $             | 226,500 |                 |  | $ | 41,889 |   |  | $ | 34,000 |  
|Weighted average interest rate at balance sheet date                             |  |               | 2.3       | %                |  |               | 0.6     | %               |  |   | 1.2    | % |  |   | 1.7    | %
|Maximum amount outstanding at any month-end                                      |  | $             | 745,139   |                  |  | $             | 287,168 |                 |  | $ | 96,109 |   |  | $ | 37,100 |  
|Approximate average amount outstanding during the period                         |  | $             | 532,169   |                  |  | $             | 232,004 |                 |  | $ | 28,989 |   |  | $ | 27,921 |  
|Weighted average interest rate for average amounts
outstanding during the period |  |               | 2.7       | %                |  |               | 1.0     | %               |  |   | 1.5    | % |  |   | 2.2    | %
|                                                                                 |  |               |           |                  |  |               |         |                 |  |   |        |   |  |   |        |  
|2001                                                                             |  |               |           |                  |  |               |         |                 |  |   |        |   |  |   |        |  
|Balance at December 31                                                           |  | $             | 556,849   |                  |  | $             | 271,412 |                 |  | $ | 94,871 |   |  | $ | 33,500 |  
|Weighted average interest rate at balance sheet date                             |  |               | 3.4       | %                |  |               | 1.2     | %               |  |   | 1.6    | % |  |   | 2.5    | %
|Maximum amount outstanding at any month-end                                      |  | $             | 1,186,500 |                  |  | $             | 290,576 |                 |  | $ | 94,871 |   |  | $ | 34,000 |  
|Approximate average amount outstanding during the period                         |  | $             | 727,378   |                  |  | $             | 235,600 |                 |  | $ | 44,480 |   |  | $ | 20,189 |  
|Weighted average interest rate for average amounts
outstanding during the period |  |               | 5.1       | %                |  |               | 3.1     | %               |  |   | 3.5    | % |  |   | 4.2    | %
|                                                                                 |  |               |           |                  |  |               |         |                 |  |   |        |   |  |   |        |  
|2000                                                                             |  |               |           |                  |  |               |         |                 |  |   |        |   |  |   |        |  
|Balance at December 31                                                           |  | $             | 865,645   |                  |  | $             | 233,800 |                 |  | $ | 30,757 |   |  | $ | 17,000 |  
|Weighted average interest rate at balance sheet date                             |  |               | 6.3       | %                |  |               | 5.5     | %               |  |   | 5.4    | % |  |   | 7.1    | %
|Maximum amount outstanding at any month-end                                      |  | $             | 1,026,600 |                  |  | $             | 242,686 |                 |  | $ | 94,625 |   |  | $ | 25,000 |  
|Approximate average amount outstanding during the period                         |  | $             | 875,976   |                  |  | $             | 207,669 |                 |  | $ | 43,453 |   |  | $ | 18,852 |  
|Weighted average interest rate for average amounts
outstanding during the period |  |               | 6.5       | %                |  |               | 5.4     | %               |  |   | 6.1    | % |  |   | 7.0    | %
|                                                                                 |  |               |           |                  |  |               |         |                 |  |   |        |   |  |   |        |  

Federal funds purchased and securities sold under agreements to repurchase generally mature within 365 days. U.S. Treasury demand notes mature overnight.

-17-



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##### 



The following table presents the percentage of Wilmington Trusts funding sources by deposit type:

|                                  |       |      |       |        |   |      |       |        |   |  |       |        |  
|--------------------------------- | ----- | ---- | ----- | ------ | - | ---- | ----- | ------ | - |  | ----- | ------ | -
|(Based on daily average balances) |       | 2002 |       | 2001   |   | 2000
|                                  |       |      |       |        |   |     
|Savings                           |       |      | 5.32  | %      |   |      | 5.51  | %      |   |  | 5.92  | %     
|Interest-bearing demand           |       |      | 26.10 |        |   |      | 20.62 |        |   |  | 20.69 |       
|Certificates of deposit           |       |      | 43.73 |        |   |      | 42.78 |        |   |  | 41.67 |       
|Short-term borrowings             |       |      | 12.35 |        |   |      | 16.34 |        |   |  | 17.86 |       
|Demand deposits                   |       |      | 12.50 |        |   |      | 14.75 |        |   |  | 13.86 |       
|                                  |       |      |       |        |   |      |       |        |   |  |       |       
|                                  | Total |      |       | 100.00 | % |      |       | 100.00 | % |  |       | 100.00 | %
|                                  |       |      |       |        |   |      |       |        |   |  |       |       

The following table presents an
analysis of Wilmington Trusts return on average assets and return on average equity over the last three years:

|                                       |  |      |       |      |  |      |       |   |  |  |       |  
|-------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | - |  |  | ----- | -
|                                       |  | 2002 |       | 2001 |  | 2000
|                                       |  |      |       |      |  |     
|Return on average assets               |  |      | 1.74  | %    |  |      | 1.73  | % |  |  | 1.68  | %
|Return on average stockholders equity |  |      | 18.50 |      |  |      | 19.53 |   |  |  | 22.76 |  
|Dividend payout                        |  |      | 49.51 |      |  |      | 49.22 |   |  |  | 47.33 |  
|Average
equity to average asset        |  |      | 9.39  |      |  |      | 8.86  |   |  |  | 7.37  |  
|                                       |  |      |       |      |  |      |       |   |  |  |       |  

-18-



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##### 





| |  |  | Regulatory Matters
| |  |  | ------------------

The following is a summary of laws and regulations applicable to
Wilmington Trust and the Banks. It does not purport to be complete, and is
qualified by reference to those laws and regulations.



| |  |  | General
| |  |  | -------

Wilmington Trust is a bank holding company and a thrift holding company,
as well as a financial holding company under the Bank Holding Company Act (the
BHCA). The Banks are deposit-taking institutions whose deposits are insured
by the Federal Deposit Insurance Corporation (the FDIC). Federal statutes
that apply to Wilmington Trust and/or the Banks include the BHCA, the Federal
Reserve Act, the Federal Deposit Insurance Act, and the Home Owners Loan Act.
Wilmington Trust is regulated by the Delaware Department of Banking and the
Federal Reserve Board (the FRB). Wilmington Trusts Delaware bank
subsidiary, WTC, is regulated by the Delaware Department of Banking and the
FDIC; its Pennsylvania bank subsidiary, WTPA, is regulated by the Pennsylvania
Department of Banking and the FRB; and its federal savings bank subsidiary with
branches in Maryland and Florida, WTFSB, is regulated by the Office of Thrift
Supervision (the OTS). In addition, certain other of Wilmington Trusts
subsidiaries are regulated by federal and state authorities.

BHCA

Under the BHCA and FRB regulations adopted under the BHCA, the FRBs
approval is required before a bank holding company may acquire control of a
bank or before any company may acquire control of a bank holding company.
The BHCA defines control of a bank to include ownership or the power to vote
25% or more of any class of a banks voting stock, the ability to otherwise
control the election of a majority of a banks directors, or the power to
exercise a controlling influence over a banks management or policies. In
addition, the FRBs prior approval is required for:



| |  |  | The acquisition by a bank holding company of
ownership or control of more than five percent of the
outstanding shares of any class of voting securities of a bank
or a bank holding company;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | The acquisition by a bank holding company, or any
nonbanking subsidiary of a bank holding company, of all or
substantially all of a banks assets; or                                       
| |  |  | The merger or consolidation of bank holding
companies.                                                                                                                                      

Accordingly, before obtaining control of Wilmington Trust, a bank
holding company or other company would need to obtain the FRBs prior approval.
Since Wilmington Trust is a savings and loan holding company, the entity also
would need to obtain the OTSs approval.

A bank holding company and its subsidiaries generally may not, with
certain exceptions, engage in, acquire, or control voting securities or assets
of a company engaged in any activity other than (1) banking or managing or
controlling banks and other subsidiaries that are engaged in activities
authorized under the BHCA and (2) any activity the FRB determines to be so
closely related to banking or managing or controlling banks as to be a proper
incident thereto. These include any incidental activities necessary to carry
on those activities. The FRB has approved a lengthy list of activities
permissible for bank holding companies and their non-banking subsidiaries.
Those include:



| |  |  | Making, acquiring, and servicing loans and other extensions of credit;
| | - |  | ----------------------------------------------------------------------
|

-19-



---



##### 





| |  |  | Performing functions a trust company can perform;                                                                                                                                                                         
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Acting as an investment or financial advisor;                                                                                                                                                                             
| |  |  | Performing certain insurance agency and
underwriting activities directly related to extensions of
credit by the holding company or its subsidiaries and engaging
in insurance agency activities in towns of 5,000 or less;
| |  |  | Performing appraisals of real estate and tangible and intangible personal property;                                                                                                                                       
| |  |  | Acting as an intermediary for the financing of commercial and industrial income-producing real estate;                                                                                                                    
| |  |  | Providing certain securities brokerage services;                                                                                                                                                                          
| |  |  | Underwriting and dealing in government
obligations and money market instruments; and                                                                                                                                      
| |  |  | Providing tax planning and preparation services.                                                                                                                                                                          

In addition, under the BHCA, a bank holding company that meets certain
qualifications can elect to become a financial holding company. A financial
holding company can engage in the activities permitted generally for bank
holding companies, including the activities listed above, without obtaining the
FRBs approval that would otherwise be required. A financial holding company
also may engage in additional activities not otherwise permitted for a bank
holding company, generally without obtaining the FRBs prior approval. These
additional permitted activities include engaging in, acquiring, or controlling
a company engaged in securities underwriting and distribution, merchant
banking, certain insurance agency, brokerage, and underwriting activities, and
other activities the FRB determines are financial in nature, incidental to a
financial activity, or complementary to a financial activity and do not pose a
substantial risk to the companys or the financial systems safety and
soundness.

To qualify to become a financial holding company, a bank holding companys
subsidiary depository institutions must all be well-managed and
well-capitalized and have at least a satisfactory rating under the
Community Reinvestment Act (the CRA). In 2000, Wilmington Trust became a
financial holding company. Its status as a financial holding company should
permit greater flexibility in the future growth of its fee businesses. If
Wilmington Trust or one of the Banks fails to meet applicable capital and
management requirements, the FRB may impose limitations or conditions on
Wilmington Trust or its subsidiaries, and Wilmington Trust could not commence
any additional financial holding company activities without the FRBs approval.
If the problem was not corrected within 180 days after notice from the FRB or
such additional time as the FRB permits, Wilmington Trust could be required to
cease engaging in the financial holding company activity or divest ownership of
one or more of the Banks.

Interstate Banking Act

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the Interstate Banking Act), adequately capitalized and managed bank
holding companies are permitted to acquire a bank in any state, subject to
regulatory approval and certain limitations, and regardless of certain state
law restrictions such as reciprocity requirements and regional compacts.
States cannot opt out of these interstate acquisition provisions.

In addition, under the Interstate Banking Act, banks located in different
states are allowed to merge, subject to regulatory approval and certain
limitations, as long as neither bank is headquartered in a state that opted
out of those provisions.

Under the Interstate Banking Act, states may permit out-of-state banks to
establish new branches within their borders or acquire existing branches within
their borders. Delaware exercised its authority under the Interstate Banking
Act to allow mergers between Delaware banks and out-of-state banks, as well as
the opening of new Delaware offices by the resulting institutions. However,
Delaware did not permit out-of-state banks to establish new branches in
Delaware or acquire Delaware branches of other institutions without merging
with them.

-20-



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##### 



Safety and Soundness Limitations

As a bank holding company, Wilmington Trust is required to conduct its
operations in a safe and sound manner. If the FRB believes an activity of a
bank holding company or control of a nonbank subsidiary, other than a nonbank
subsidiary of a bank, presents a serious risk to the financial safety,
soundness, or stability of a subsidiary bank of the bank holding company and is
inconsistent with sound banking practices or the purposes of the BHCA or
certain other federal banking statutes, the FRB may require the bank holding
company to terminate the activity or the holding companys control of the
subsidiary.

Under Section 23B of the Federal Reserve Act, each of the Banks may engage
in transactions with its affiliates only on an arms-length basis. Under
Section 23A of the Federal Reserve Act, each of the Banks is subject to dollar
amount and collateral requirements with respect to loans to its affiliates and
asset purchases from its affiliates. For these purposes, Wilmington Trust and
the companies it controls, including the Banks, are affiliates of the Banks.
In addition to their restrictions on transactions with affiliates, the Federal
Reserve Act and FRB regulations impose dollar amount, credit quality, and other
limitations on loans by the Banks to directors, officers, and principal
shareholders of the Banks and their subsidiaries and to related interests of
those persons.

Capital Standards

The FRB and the other federal banking agencies have adopted risk-based
capital standards to assist in assessing the capital adequacy of bank holding
companies and banks under those agencies jurisdiction. Those risk-based
capital standards include both a definition of capital and a framework for
calculating risk-weighted assets. For this purpose, a banks risk-weighted
assets include both its assets and off-balance sheet items, such as loan
commitments and standby letters of credit, and each asset and off-balance sheet
item is assigned a risk weight. An institutions risk-based capital ratio is
calculated by dividing its qualifying capital by its risk-weighted assets. At
least one-half of risk-based capital must consist of Tier 1 capital (generally
including common stockholders equity, qualifying cumulative and noncumulative
perpetual preferred stock, and minority interests in consolidated
subsidiaries). The FRB also adopted minimum leverage ratios of Tier 1
capital to total assets. At December 31, 2002, Wilmington Trust and the Banks
were all well-capitalized, with capital levels in excess of applicable
risk-based and leverage thresholds.

FDIC Insurance and Bank Regulation

The FDIC insures deposits in the Banks up to applicable limits. None of
the Banks is currently required to pay premiums for FDIC insurance coverage.

The FDIC and the other federal banking agencies may impose a variety of
sanctions if Wilmington Trust or one of the Banks does not operate in
accordance with applicable laws, regulations, policies, or directives. These
include instituting cease-and-desist proceedings, assessing civil monetary
penalties, and removing officers. In addition, the FDIC has the authority to
terminate deposit insurance coverage, after notice and hearing, if it
determines that an insured deposit-taking institution is engaged in an unsafe
or unsound practice that has not been corrected, is in an unsafe or unsound
condition to continue operation, or has violated any law, regulation, rule or
order of, or condition imposed by, the FDIC. Wilmington Trust is not aware of
any past or current practice, condition, or violation that might lead to
termination of the deposit insurance coverage of any of the Banks or any
proceeding against Wilmington Trust, any of the Banks, or any of their
respective directors, officers, or staff members.

-21-



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##### 



The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
Improvement Act) requires annual on-site examinations of insured depository
institutions, and authorizes the appropriate federal banking agency to take
prompt corrective action to resolve an institutions problems. The nature and
extent of the corrective action depends primarily on the institutions capital
level. While the Banks are all well-capitalized, if any of them became
undercapitalized, remedies available to the appropriate federal banking
agency would include:



| |  |  | Requiring recapitalization or a capital restoration plan;                                                                                                    
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Restricting transactions with affiliates;                                                                                                                    
| |  |  | Restricting interest rates, asset growth,
activities, and investments in subsidiaries; and                                                                   
| |  |  | Ordering a new election of directors, dismissing
directors or senior executive officers, and requiring the
employment of qualified senior executive officers.

In any such event, Wilmington Trust could be required to guarantee compliance
with the Banks capital restoration plan and provide assurance of performance
under the plan.

Dividend Limitations

The FRBs policy generally is that banks and bank holding companies should
not pay dividends unless the institutions prospective earnings retention rate
is consistent with its capital needs, asset quality, and overall financial
condition. FRB policy also is that bank holding companies should be a source
of managerial and financial strength to their subsidiary banks. Accordingly,
the FRB believes that those subsidiary banks should not be compromised by a
level of cash dividends that places undue pressure on their capital.

The FDIC can prohibit a bank from paying dividends if it believes the
dividend payment would constitute an unsafe or unsound practice. Federal law
also prohibits dividend payments that would result in a bank failing to meet
its applicable capital requirements. Delaware law restricts WTC from declaring
dividends that would impair its stated capital.

OTS regulations limit capital distributions by WTFSB. WTFSB must give
notice to the OTS at least 30 days before a proposed capital distribution. If
WTFSB has capital in excess of all of its regulatory capital requirements
before and after a proposed capital distribution and is not otherwise
restricted in making capital distributions, it may, after that prior notice but
without the OTSs approval, make capital distributions during a calendar year
equal to the greater of (1) 100% of its net income to date during the calendar
year plus an amount that would reduce by one-half its surplus capital ratio
(i.e., its excess capital over its capital requirements) at the beginning of
the calendar year or (2) 75% of its net income for the previous four quarters.
Any additional capital distributions require prior OTS approval.

Other Laws and Regulations

The lending and deposit-taking activities of the Banks are subject to a
variety of federal and state consumer protection laws, including:



| |  |  | The Truth-in-Lending Act (which principally
mandates certain disclosures in connection with loans made for
personal, family, or household purposes and imposes
substantive restrictions with respect to home equity lines of
credit);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | The Truth-in-Savings Act (which principally
mandates certain disclosures in connection with deposit-taking
activities);                                                                                                              
| |  |  | The Equal Credit Opportunity Act (which prohibits
discrimination in all aspects of                                                                                                                                                   

-22-



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| |   |  | credit-granting and requires notice of adverse action to persons
denied credit);                                                                                                                                                                                                                                      
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | The Fair Credit Reporting Act (which requires a
lender to disclose the name and address of a credit bureau
that has provided a report that resulted in a denial of credit
and imposes requirements in connection with pre-screened
offers of credit and the sharing of information with
affiliates and third parties);
| |  |  | The Real Estate Settlement Procedures Act (which
requires residential mortgage lenders to provide loan
applicants with closing cost information and prohibits
referral fees in connection with loans and other real estate
settlement services);                                                                      
| |  |  | The Electronic Funds Transfer Act (which requires
certain disclosures in connection with electronic funds
transactions); and                                                                                                                                                                                          
| |  |  | The Expedited Funds Availability Act (which
requires that deposited funds be made available for withdrawal
in accordance with a prescribed schedule that must be
disclosed to customers).                                                                                                                             

Under the CRA and the Fair Housing Act, depository institutions are
prohibited from certain discriminatory practices that limit or withhold
services to individuals residing in economically depressed areas. In addition,
the CRA imposes certain affirmative obligations to provide lending and other
financial services to those individuals. CRA performance is considered by all
of the federal banking agencies in reviewing applications to relocate an
office, merge, acquire a financial institution, or establish new branch or
deposit facilities.

Federal legislation has permanently pre-empted all state usury laws on
residential first mortgage loans made by insured depository institutions in any
state that did not override that preemption. Although some states overrode
that preemption, Delaware, Florida, Maryland, and Pennsylvania did not.
Accordingly, there is currently no limit on the interest rate the Banks can
charge on such loans governed by the laws of those states. In addition, the
usury limitations of the Banks respective home states apply to all other loans
the Banks offer nationwide. In todays interest rate environment, those usury
laws do not materially affect the Banks lending programs.

Delaware Law

The state of Delaware is generally regarded as a premier jurisdiction in
the United States for corporate and trust matters. This reputation stems from
the favorable legal and tax environment established by the Delaware legislature
and the 200-year case law history of the states Chancery Court system, which
has jurisdiction over corporate and trust matters. In general, trusts governed
by Delaware law can be administered more flexibly, more economically, for
longer periods of time, with a greater degree of protection from creditors, and
with a greater degree of confidentiality than is available in many other
states.

More corporations are incorporated in Delaware than in any other state in
the country. Many Fortune 500 companies are headquartered in Delaware,
especially those in the pharmaceutical, life sciences, chemical, and financial
services industries. The presence of these companies and the favorable
environment historically have contributed to Wilmington Trusts and WTCs
operating results.

-23-



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##### 



While in recent years, several states, including Nevada and Alaska, have
implemented advantageous legal and tax provisions similar to those available in
Delaware, Delaware continues to provide a spectrum of advantages for corporate
and trust matters that is widely regarded as unparalleled in any other state.

Information about Wilmington Trusts reporting segments is contained in
Note 18 of its Consolidated Financial Statements in its Annual Report to
Shareholders for 2002, which is incorporated by reference herein.

Available Information

Wilmington Trusts website is www.wilmingtontrust.com. Wilmington Trust
makes available free of charge on its website its annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments
to those reports as soon as reasonably practicable after those materials are
electronically filed with or furnished to the Securities and Exchange
Commission.

ITEM 2 - PROPERTIES

Wilmington Trust owns and/or leases buildings that are used in the normal
course of business by the Banks and its other subsidiaries. The main office of
Wilmington Trust and WTC is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890. Wilmington Trust and most of its
subsidiaries occupy 265,000 square feet of space at this location, known as the
Wilmington Trust Center. It is owned by Rodney Square Investors, L.P., which
is a subsidiary of WTC. WTC carries the mortgage for this facility, which had
an outstanding balance of $35.9 million at December 31, 2002.

A separate, unencumbered, 300,000-square foot operations facility known as
the Wilmington Trust Plaza is owned by a subsidiary of WTC. This facility is
located at 301 West Eleventh Street, Wilmington, Delaware 19801.

As of December 31, 2002, the Banks had 51 branches in the following
locations:



| |  |  | Twenty-three are in New Castle County, seven are in
Kent County, and 15 are in Sussex County, Delaware;
| | - |  | -------------------------------------------------------------------------------------------------------
| |  |  | One each is in Bucks, Chester, Delaware, and
Philadelphia Counties, Pennsylvania;                      
| |  |  | One is in Baltimore, Maryland; and                                                                     
| |  |  | One is in Palm Beach County, Florida.                                                                  

Thirty-four of these branches are in facilities owned by the Bank or their
subsidiaries and the remainder are in leased facilities.

WTC also operates a sales office in a leased facility in London, England,
and, through its subsidiaries, trust offices in leased facilities in the Cayman
Islands and the Channel Islands. WTFSB operates trust agency offices in leased
facilities in Costa Mesa and Santa Monica, California, Atlanta, Georgia, Las
Vegas, Nevada, and New York City, New York.

Both of Wilmington Trusts reporting segments operate at Wilmington Trust
Center. Wilmington Trusts fee reporting segment and banking reporting segment
primarily operate its branches, and its fee reporting segment operates its
trust agency offices.

-24-



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##### 



ITEM 3 - LEGAL PROCEEDINGS

Wilmington Trust and its subsidiaries are involved in various legal
proceedings in the ordinary course of business. While it is not feasible to
predict the outcome of all pending suits and claims, management does not
believe that the ultimate resolution of any of these matters will have a
material adverse effect on Wilmington Trusts consolidated financial condition.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders by solicitation of
proxies or otherwise during the fourth quarter of 2002.

PART II

ITEM 5 - MARKET FOR REGISTRANTS COMMON STOCK AND RELATED SHAREHOLDER MATTERS

Certain information required by this item is contained on page 25 of the
Managements Discussion and Analysis portion of Wilmington Trusts Annual
Report to Shareholders, which is incorporated by reference herein. See also
Item 1 - Business.

The table set forth below contains information as of December 31, 2002
about the number of securities to be issued upon exercise of outstanding
options to purchase Wilmington Trust stock, the weighted average exercise price
of those options, and the number of securities remaining available for issuance
under Wilmington Trusts 2000 Employee Stock Purchase Plan, 2001 Non-Employee
Director Stock Option Plan, and 2002 Long-Term Incentive Plan:

|                                                           |  |                      |           |                      |  |                       |       |              |  |                     |           | 
|---------------------------------------------------------- |  | -------------------- | --------- | -------------------- |  | --------------------- | ----- | ------------ |  | ------------------- | --------- | 
|Equity Compensation Plan Information                       |  |                      |           |                      |  |                       |       |             
|                                                           |  |                      |           |                      |  | Number of securities 
|                                                           |  |                      |           |                      |  |                       |       |              |  | remaining available
|                                                           |  |                      |           |                      |  |                       |       |              |  | for future issuance
|                                                           |  | Number of securities |           |                      |  |                       |       | under equity
|                                                           |  | to be issued upon    |           | Weighted-average     |  | compensation plans   
|                                                           |  | exercise of          |           | exercise price of    |  | (excluding securities
|                                                           |  | outstanding options, |           | outstanding options, |  | reflected in column  
|                                                           |  | warrants and rights  |           | warrants and rights  |  | (a))                 
|Plan Category                                              |  | (a)                  |           | (b)                  |  | (c)                  
|                                                           |  |                      |           |                      |  |                      
|Equity compensation
plans approved by
security holders     |  |                      | 4,624,043 |                      |  | $                     | 27.47 |              |  |                     | 4,603,761 | 
|Equity compensation
plans not approved
by security holders |  |                      |          |                      |  |                       |      |              |  |                     |          | 
|Total                                                      |  |                      | 4,624,043 |                      |  | $                     | 27.47 |              |  |                     | 4,603,761 | 

-25-



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##### 



ITEM 6 - SELECTED FINANCIAL DATA

The following table sets forth selected financial data for the last five
years:

(in thousands, except per share information)

|                           |  |      |           |      |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|-------------------------- |  | ---- | --------- | ---- |  | ---- | --------- | ---- |  | ---- | --------- |  |  | - | --------- |  |  | - | --------- | 
|                           |  | 2002 |           | 2001 |  | 2000 |           | 1999 |  | 1998
|                           |  |      |           |      |  |      |           |      |  |     
|Interest income            |  | $    | 392,871   |      |  | $    | 468,798   |      |  | $    | 530,454   |  |  | $ | 462,176   |  |  | $ | 456,939   | 
|Net interest income        |  |      | 276,530   |      |  |      | 258,813   |      |  |      | 255,139   |  |  |   | 245,913   |  |  |   | 237,697   | 
|Provision for loan
losses  |  |      | 22,013    |      |  |      | 19,850    |      |  |      | 21,900    |  |  |   | 17,500    |  |  |   | 20,000    | 
|Net income                 |  |      | 133,157   |      |  |      | 125,170   |      |  |      | 120,939   |  |  |   | 107,297   |  |  |   | 114,325   | 
|Per share data:            |  |      |           |      |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|Net income-basic           |  |      | 2.03      |      |  |      | 1.92      |      |  |      | 1.87      |  |  |   | 1.63      |  |  |   | 1.71      | 
|Net income-diluted         |  |      | 2.01      |      |  |      | 1.90      |      |  |      | 1.85      |  |  |   | 1.61      |  |  |   | 1.67      | 
|Cash dividends
declared    |  |      | 1.005     |      |  |      | .945      |      |  |      | .885      |  |  |   | .825      |  |  |   | .765      | 
|Balance sheet at
year-end: |  |      |           |      |  |      |           |      |  |      |           |  |  |   |           |  |  |   |           | 
|Assets                     |  | $    | 8,131,275 |      |  | $    | 7,518,462 |      |  | $    | 7,321,616 |  |  | $ | 7,201,944 |  |  | $ | 6,300,565 | 
|Long-term debt             |  |      | 160,500   |      |  |      | 160,500   |      |  |      | 168,000   |  |  |   | 168,000   |  |  |   | 168,000   | 

-26-



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##### 



ITEM 7 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The information required by this item is contained on pages 11 to 33 of
Wilmington Trusts Annual Report to Shareholders for 2002, which are
incorporated by reference herein, except as modified by the following:

Page
21: In the left column, in the fifth paragraph, the entity management
division of the corporate client business is discussed.

|                                                                                                                                                                     |  |                                                                                      
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------
|                                                                                                                                                                     |  |    Revenue from this division was 38%, or $4.8 million, higher
than in 2001.        
|                                                                                                                                                                     |  |    Approximately 76% of this growth resulted from the
acquisition of SPV Management.
|                                                                                                                                                                     |  |                                                                                      
|Page
22: In the left column, in the section on goodwill and service charges, in
the second paragraph, the last sentence discusses
     business checking fee income.
|                                                                                                                                                                     |  |                                                                                      
|                                                                                                                                                                    |  | Business checking fee income increased 22%
from 2001.                                

ITEM 7A - QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

The information required by this item is contained on pages 23 and 28 of
Wilmington Trusts Annual Report to Shareholders for 2002, which are
incorporated by reference herein.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following information required by this item is contained on the
respective pages indicated of Wilmington Trusts Annual Report to Shareholders
for 2002. Those pages are incorporated by reference herein.

|                                                                                                                 |  |                 |       | 
|---------------------------------------------------------------------------------------------------------------- |  | --------------- | ----- | 
|                                                                                                                 |  | Annual Report  
|                                                                                                                 |  | to Shareholders
|                                                                                                                 |  | Page Number    
|Consolidated Statements of Condition as
of December 31, 2002, and 2001                                           |  |                 | 35    | 
|Consolidated Statements of Income
for the years ended December 31,
2002, 2001, and 2000                          |  |                 | 36    | 
|Consolidated Statements of Changes in Stockholders Equity for the years ended
December 31, 2002, 2001, and 2000 |  |                 | 37    | 
|Consolidated Statements of Cash Flows
for the years ended December 31,
2002, 2001, and 2000                      |  |                 | 38    | 
|Notes to Consolidated Financial
Statements - December 31,
2002, 2001, and 2000                                   |  |                 | 39-58 | 
|Report of Independent Auditors                                                                                   |  |                 | 60    | 
|Unaudited Selected Quarterly Financial Data                                                                      |  |                 | 34    | 

Report of Independent Auditors

To the Board of Directors and Shareholders
Wilmington Trust Corporation

We have audited the consolidated statements of income, changes in stockholders
equity, and cash flows of Wilmington Trust Corporation and subsidiaries for the
year ended December 31, 2000 (incorporated by reference in this Annual Report
on Form 10-K). These financial statements are the responsibility of the
Corporations management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of operations and cash flows of
Wilmington Trust Corporation and subsidiaries for the year ended December 31,
2000, in conformity with accounting principles generally accepted in the United
States.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
January 26, 2001



-27-



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ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 401 of Regulation S-K is contained on
pages 4 to 10 of Wilmington Trusts proxy statement for its Annual
Shareholders Meeting to be held on April 17, 2003 (the Proxy Statement),
which are incorporated by reference herein.

Information required by Rule 405 of Regulation S-K is contained on pages
21 and 22 of the Proxy Statement, which are incorporated by reference herein.

ITEM 11 - EXECUTIVE COMPENSATION

The information required by this item is contained on pages 13 to 19 of
the Proxy Statement, which are incorporated by reference herein.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is contained on pages 11 and 12 of
the Proxy Statement, which are incorporated by reference herein.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is contained on page 22 of the Proxy
Statement, which is incorporated by reference herein.

-28-



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##### 



ITEM 14 - CONTROLS AND PROCEDURES

On February 26, 2002, the Chairman of the Board and Chief Executive
Officer of Wilmington Trust and its Chief Financial Officer conducted an
evaluation of the effectiveness of Wilmington Trusts disclosure controls and
procedures pursuant to Securities Exchange Act Rule 13a-14. Based on that
evaluation, the Chairman of the Board and Chief Executive Officer and the Chief
Financial Officer concluded that Wilmington Trusts disclosure controls and
procedures are effective in timely alerting them to material information
relating to Wilmington Trust (including its consolidated subsidiaries) required
to be included in the periodic filings it makes with the Securities and
Exchange Commission. There have been no significant changes in Wilmington
Trusts internal controls or in other factors that could significantly affect
those controls subsequent to the date of that evaluation.

PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

1.     Financial Statements. The following Consolidated Financial Statements
and Report of Independent Auditors of Wilmington Trust are incorporated
by reference in Item 8 above:

|                                                                                                                 |  |                 |       | 
|---------------------------------------------------------------------------------------------------------------- |  | --------------- | ----- | 
|                                                                                                                 |  | Annual Report  
|                                                                                                                 |  | to Shareholders
|                                                                                                                 |  | Page Number    
|Consolidated Statements of Condition as
of December 31, 2002, and 2001                                           |  |                 | 35    | 
|Consolidated Statements of Income for
the years ended December 31, 2002, 2001, and 2000                          |  |                 | 36    | 
|Consolidated Statements of Changes in
Stockholders Equity for the years
ended December 31, 2002, 2001, and 2000 |  |                 | 37    | 
|Consolidated Statements of Cash Flows for
the years ended December 31, 2002, 2001, and 2000                      |  |                 | 38    | 
|Notes to Consolidated Financial Statements -
December 31, 2002, 2001, and 2000                                   |  |                 | 39-58 | 
|Report of Independent Auditors                                                                                   |  |                 | 60    | 

2.     Financial Statement Schedules. No financial statement schedules are
required to be filed as part of this report.

-29-



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3.     Financial Statement Exhibits. The exhibits listed below have been
filed or are being filed as part of this report. Any exhibit will be
made available to any shareholder upon receipt of a written request
therefore, together with payment of $.20 per page for duplicating costs.
Shareholders should contact Ellen J. Roberts, Vice President, Investor
Relations, (302) 651-8069.

-30-



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|        |  |                                                                                                                                                                                                                                                                                                                       
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                       
|Number  |  | Exhibit                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                       
|3.1     |  | Amended and Restated Certificate of Incorporation
of the Corporation (Commission File Number 1-14659)8                                                                                                                                                                                                                
|3.2     |  | Amended and Restated Bylaws of the Corporation16                                                                                                                                                                                                                                                                      
|10.1    |  | Purchase and Assumption Agreement dated June 18, 1991 by and
between Wilmington Trust Company and Wilmington Savings Fund
Society (Commission File Number 1-14659)2                                                                                                                                                   
|10.2    |  | Agreement of Reorganization and Merger dated as of April 8, 1991
by and among Wilmington Trust Company, Wilmington Trust
Corporation and The Sussex Trust Company (Commission File Number
1-14659)3                                                                                                                   
|10.3    |  | Deposit Insurance and Transfer and Asset Purchase Agreement among
the Federal Deposit Insurance Corporation in its capacity as
receiver for The Bank of the Brandywine Valley, the Federal
Deposit Insurance Corporation, and Wilmington Trust Company dated
as of February 21, 1992 (Commission File Number 1-14659)4
|10.4    |  | Agreement of Reorganization and Merger dated as of March 18, 1993
between Wilmington Trust Corporation and Freedom Valley Bank
(Commission File Number 1-14659)5                                                                                                                                                      
|10.5    |  | Rights Agreement dated as of January 19, 1996 between Wilmington
Trust Corporation and Harris Trust and Savings Bank (Commission
File Number 1-14659)7                                                                                                                                                                
|10.6    |  | Supplemental Executive Retirement Plan (Commission File Number 1-14659)8                                                                                                                                                                                                                                              
|10.7    |  | Amended and Restated Supplemental Executive Retirement Plan
(Commission File Number 1-14659)11                                                                                                                                                                                                                        
|10.8    |  | Severance Agreement dated as of February 29, 1996 between
Wilmington Trust Company and Ted T. Cecala (Commission File Number
1-14659)8                                                                                                                                                                                
|10.9    |  | Severance Agreement dated as of February 29, 1996 between
Wilmington Trust Company and Robert J. Christian (Commission File
Number 1-14659)8                                                                                                                                                                          
|10.10   |  | Severance Agreement dated as of February 29, 1996 between
Wilmington Trust Company and Howard K. Cohen (Commission File
Number 1-14659)8                                                                                                                                                                              
|10.11   |  | Severance Agreement dated as of February 29, 1996 between
Wilmington Trust Company and William J. Farrell II (Commission
File Number 1-14659)8                                                                                                                                                                        
|10.12   |  | Severance Agreement dated as of February 29, 1996 between
Wilmington Trust Company and David R. Gibson (Commission File
Number 1-14659)8                                                                                                                                                                              
|10.13   |  | Severance Agreement dated as of February 29, 1996 between
Wilmington Trust Company and Robert V.A. Harra Jr. (Commission
File Number 1-14659)8                                                                                                                                                                        
|10.14   |  | Severance Agreement dated as of February 29, 1996 between
Wilmington Trust Company and Hugh D. Leahy Jr. (Commission File
Number 1-14659)8                                                                                                                                                                            
|10.15   |  | Severance Agreement dated as of February 29, 1996 between
Wilmington Trust Company and Robert A. Matarese (Commission File
Number 1-14659)8                                                                                                                                                                           
|10.16   |  | Severance Agreement dated as of July 18, 1996 between Wilmington
Trust Company and Rita C. Turner (Commission File Number 1-14659)9                                                                                                                                                                                   
|10.17   |  | Severance Agreement dated as of June 28, 1999 between Wilmington
Trust Company and Rodney P. Wood (Commission File Number
1-14659)11                                                                                                                                                                                  

-31-



---



##### 



|      |  |                                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and Ted T. Cecala
(Commission File Number 1-14659)12         
|10.19 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and Robert J. Christian
(Commission File Number 1-14659)12   
|10.20 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and Howard K. Cohen
(Commission File Number 1-14659)12       
|10.21 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and William J. Farrell, II
(Commission File Number 1-14659)12
|10.22 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and David R. Gibson
(Commission File Number 1-14659)12       
|10.23 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and Robert V.A. Harra, Jr.
(Commission File Number 1-14659)12
|10.24 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and Hugh D. Leahy, Jr.
(Commission File Number 1-14659)12    
|10.25 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and Robert A. Matarese
(Commission File Number 1-14659)12    
|10.26 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and Rita C. Turner
(Commission File Number 1-14659)12        
|10.27 |  | Amendment No. 1 to Severance Agreement dated as of December 19,
2000 between Wilmington Trust Company and Rodney P. Wood
(Commission File Number 1-14659)12        
|10.28 |  | 1991 Employee Stock Purchase Plan (Commission File Number 1-14659)1                                                                                                
|10.29 |  | 1996 Employee Stock Purchase Plan (Commission File Number 1-14659)8                                                                                                
|10.30 |  | 2000 Employee Stock Purchase Plan (Commission File Number 1-14659)11                                                                                               
|10.31 |  | 1983 Employee Stock Option Plan (Commission File Number 1-14659)1                                                                                                  
|10.32 |  | 1988 Long-Term Incentive Stock Option Plan (Commission File Number 1-14659)1                                                                                       
|10.33 |  | 1991 Long-Term Incentive Stock Option Plan (Commission File Number 1-14659)1                                                                                       
|10.34 |  | 1996 Long-Term Incentive Plan (Commission File Number 1-14659)8                                                                                                    
|10.35 |  | 1999 Long-Term Incentive Plan (Commission File Number 1-14659)10                                                                                                   
|10.36 |  | 2001 Non-Employee Directors Stock Option Plan (Commission File
Number 1-14659)12                                                                                  
|10.37 |  | Thrift Savings Plan (Commission File Number 1-14659)1                                                                                                              
|10.38 |  | Amended and Restated Thrift Savings Plan (Commission File Number
1-14659)12                                                                                        
|10.39 |  | First Amendment to the Wilmington Trust Thrift Savings Plan
(Commission File Number 1-14659)12                                                                     
|10.40 |  | Amended and Restated Thrift Savings Plan (Commission File Number
1-14659)13                                                                                        
|10.41 |  | Employee Stock Ownership Plan (Commission File Number 1-14659)1                                                                                                    

-32-



---



##### 



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.42 |  | Senior Executive Incentive Compensation Plan (Commission File Number 1-14659)6                                                                                                                                                                                                                                                                                                                                   
|10.43 |  | Executive Incentive Plan (Commission File Number 1-14659)10                                                                                                                                                                                                                                                                                                                                                      
|10.44 |  | Amended and Restated Limited Liability Company Agreement of Cramer
Rosenthal McGlynn, LLC dated as of January 1, 2001 (Commission
File Number 1-14659)15                                                                                                                                                                                                                                                         
|10.45 |  | Amendment to the Amended and Restated Limited Liability Company
Agreement of Cramer Rosenthal McGlynn, LLC dated March 15, 2002
(Commission File Number 1-14659)14                                                                                                                                                                                                                                               
|10.46 |  | Amendment to the Amended and Restated Limited Liability Company
Agreement of Cramer Rosenthal McGlynn, LLC dated June 29, 2002
(Commission File Number 1-14659)14                                                                                                                                                                                                                                                
|10.47 |  | Amended and Restated Limited Liability Company Agreement of
Roxbury Capital Management, LLC dated as of July 31, 1998
(Commission File Number 1-14659)15                                                                                                                                                                                                                                                         
|10.48 |  | First Amendment to the Amended and Restated Limited Liability
Company Agreement of Roxbury Capital Management, LLC (Commission
File Number 1-14659)15                                                                                                                                                                                                                                                            
|10.49 |  | Second Amendment to the Amended and Restated Limited Liability
Company Agreement of Roxbury Capital Management, LLC dated as of
March 10, 2001 (Commission File Number 1-14659)14                                                                                                                                                                                                                                
|10.50 |  | Third Amendment to the Amended and Restated Limited Liability
Company Agreement of Roxbury Capital Management, LLC (Commission
File Number 1-14659)15                                                                                                                                                                                                                                                            
|10.51 |  | Merger Agreement among Balentine Holdings, Inc., Robert M.
Balentine, B. Clayton Rolader, Jeffrey P. Adams, Robert E. Reiser,
Jr., Gary B. Martin, Wesley A French, Michael E. Wolf, The 1999
Balentine Family Trust, The Robert M. Balentine Insurance Trust,
WTC Merger Subsidiary, Inc., WT Investments, Inc. and Wilmington
Trust Corporation dated as of October 23, 2001 (Commission File
Number 1-14659)15
|10.52 |  | Amended and Restated Limited Liability Company Agreement of
Balentine Delaware Holding Company, LLC dated as of January 2,
2002 (Commission File Number 1-14659)15                                                                                                                                                                                                                                               
|10.53 |  | Agreement for the Sale and Purchase of SPV Management Limited
dated January 1, 2002 by and among Anthony Francis Raikes and
Piers Minoprio and Wilmington Trust (UK) Limited and Wilmington
Trust Corporation (Commission File Number 1-14659)15                                                                                                                                                                 
|10.54 |  | 2002 Long-Term Incentive Plan16                                                                                                                                                                                                                                                                                                                                                                                  
|13    |  | 2002 Annual Report to Shareholders of Wilmington Trust
Corporation16                                                                                                                                                                                                                                                                                                                                             
|21    |  | Subsidiaries of Wilmington Trust Corporation16                                                                                                                                                                                                                                                                                                                                                                   
|23.1  |  | Consent of KPMG LLP16                                                                                                                                                                                                                                                                                                                                                                                            
|23.2  |  | Consent of Ernst & Young LLP16                                                                                                                                                                                                                                                                                                                                                                                   



---

|1 |  | Incorporated by reference to the corresponding exhibit to Amendment No. 1
to the Report on Form S-8 of Wilmington Trust Corporation filed on October
31, 1991.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 |  | Incorporated by reference to the exhibit to the Current Report on Form 8-K of
Wilmington Trust Corporation filed on January 2, 1992.                          
|3 |  | Incorporated by reference to the exhibit to the Current Report on Form 8-K of
Wilmington Trust Corporation filed on February 3, 1992.                         

-33-



---



##### 



|4  |  | Incorporated by reference to the exhibit to the Current Report on Form 8-K of
Wilmington Trust Corporation filed on February 25, 1992.                
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|5  |  | Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 23, 1993.     
|6  |  | Incorporated by reference to the corresponding exhibit to the Annual Report on
Form 10-K of Wilmington Trust Corporation filed on March 31, 1993.     
|7  |  | Incorporated by reference to the exhibit to the Report on Form 8-A of
Wilmington Trust Corporation filed on January 31, 1995.                         
|8  |  | Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 30, 1996.     
|9  |  | Incorporated by reference to the corresponding exhibit to the Annual Report on
Form 10-K of Wilmington Trust Corporation filed on March 28, 1997.     
|10 |  | Incorporated by reference to Exhibit A to the proxy statement of Wilmington
Trust Corporation dated March 22, 1999 filed on March 31, 1999.           
|11 |  | Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 30, 2000.     
|12 |  | Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on April 2, 2001.      
|13 |  | Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 29, 2002.     
|14 |  | Incorporated by reference to the corresponding exhibit to the Quarterly
Report on Form 10-Q of Wilmington Trust Corporation filed on August 14,
2002. 
|15 |  | Incorporated by reference to the
corresponding exhibit to the Quarterly Report on Form 10-Q/A of
Wilmington Trust Corporation filed on March 25, 2003.
|16 |  | Filed herewith.                                                                                                                                       

-34-



---



##### 



Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

| |  |                              |  |                                                                                                 
| |  | ---------------------------- |  | ------------------------------------------------------------------------------------------------
| |  | WILMINGTON TRUST CORPORATION
| |  |                              |  |                                                                                                 
| |  | By:                          |  | /s/ Ted T. Cecala                                                                               
| |  |                              |  |                                                                                                 
| |  |                              |  | Ted T. Cecala
Director, Chairman of the Board,
and Chief Executive Officer
(Date) March 20, 2003

Pursuant to the Securities Exchange Act of 1934, this report has been signed by
the following persons on behalf of the registrant in the capacities and on the
dates indicated.

| |  |                                                                                                 
| |  | ------------------------------------------------------------------------------------------------
| |  | /s/ Ted T. Cecala                                                                               
| |  |                                                                                                 
| |  | Ted T. Cecala
Director, Chairman of the Board,
and Chief Executive Officer
(Date) March 20, 2003
| |  |                                                                                                 
| |  | /s/ Robert V.A. Harra, Jr.                                                                      
| |  |                                                                                                 
| |  | Robert V. A. Harra, Jr.
Director, President, and
Chief Operating Officer
(Date) March 20, 2003  
| |  |                                                                                                 
| |  | /s/ David R. Gibson                                                                             
| |  |                                                                                                 
| |  | David R. Gibson
Executive Vice President and
Chief Financial Officer
(Date) March 20, 2003      





---



##### 



| |  |                                                        
| |  | -------------------------------------------------------
| |  | /s/ Gerald F. Sopp                                     
| |  |                                                        
| |  | Gerald F. Sopp
Controller
(Date) March 20, 2003        
| |  |                                                        
| |  | /s/ Carolyn S. Burger                                  
| |  |                                                        
| |  | Carolyn S. Burger
Director
(Date) March 20, 2003       
| |  |                                                        
| |  | /s/ Richard R. Collins                                 
| |  |                                                        
| |  | Richard R. Collins
Director
(Date) March 20, 2003      
| |  |                                                        
| |  | /s/ Charles S. Crompton, Jr.                           
| |  |                                                        
| |  | Charles S. Crompton, Jr.
Director
(Date) March 20, 2003
| |  |                                                        
| |  |                                                        
| |  | Edward B. du PontDirector
(Date) March 20, 2003        
| |  |                                                        
| |  | /s/ R. Keith Elliott                                   
| |  |                                                        
| |  | R. Keith Elliott
Director
(Date) March 20, 2003        
| |  |                                                        
| |  | /s/ Rex L. Mears                                       
| |  |                                                        
| |  | Rex L. Mears
Director
(Date) March 20, 2003            





---



##### 



| |  |                                                      
| |  | -----------------------------------------------------
| |  | /s/ Hugh E. Miller                                   
| |  |                                                      
| |  | Hugh E. Miller
Director
(Date) March 20, 2003        
| |  |                                                      
| |  | /s/ Stacey J. Mobley                                 
| |  |                                                      
| |  | Stacey J. Mobley
Director
(Date) March 2, 2003       
| |  |                                                      
| |  | /s/ David P. Roselle                                 
| |  |                                                      
| |  | David P. Roselle
Director
(Date) March 20, 2003      
| |  |                                                      
| |  | /s/ H. Rodney Sharp, III                             
| |  |                                                      
| |  | H. Rodney Sharp, III
Director
(Date) March 20, 2003  
| |  |                                                      
| |  | /s/ Thomas P. Sweeney                                
| |  |                                                      
| |  | Thomas P. Sweeney
Director
(Date) March 20, 2003     
| |  |                                                      
| |  | /s/ Robert W. Tunnell, Jr.                           
| |  |                                                      
| |  | Robert W. Tunnell, Jr.
Director
(Date) March 20, 2003

CERTIFICATIONS

I, Ted T. Cecala, Chairman of the Board and Chief Executive Officer of
Wilmington Trust Corporation, hereby certify that:



|1. |  | I have reviewed this annual report on Form 10-K of Wilmington Trust
Corporation;                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the





---



##### 





|   |  | circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;                                                                                                                                                                        
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                               



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                     | /s/ Ted T. Cecala                                
|-------------------- | -------------------------------------------------
|Date: March 20, 2003 |                                                  
|                     | Ted T. Cecala                                    
|                     | Chairman of the Board and Chief Executive Officer





---



##### 



CERTIFICATIONS

I, David R. Gibson, Executive Vice President and Chief Financial Officer of
Wilmington Trust Corporation, certify that:



|1. |  | I have reviewed this annual report on Form 10-K of Wilmington Trust
Corporation;                                                                                                                                                                                                                                        
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### 





| |  | affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                     | /s/ David R. Gibson                                 
|-------------------- | ----------------------------------------------------
|Date: March 20, 2003 |                                                     
|                     | David R. Gibson                                     
|                     | Executive Vice President and Chief Financial Officer





---



##### 



CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES  OXLEY ACT OF 2002

The undersigned certify that, to their knowledge, the Form 10-K of Wilmington
Trust Corporation (Wilmington Trust) for 2002 fully complies with the
requirements of section 13(a) of the Securities Exchange Act of 1934 and that
the information contained in that report fairly presents, in all material
respects, the financial condition and results of operation of Wilmington Trust.

| |  |                                                                     
| |  | --------------------------------------------------------------------
| |  | /s/ Ted T. Cecala                                                   
| |  |                                                                     
| |  | Ted T. Cecala
Chairman of the Board and Chief Executive Officer     
| |  |                                                                     
| |  | /s/ David R. Gibson                                                 
| |  |                                                                     
| |  | David R. Gibson
Executive Vice President and Chief Financial Officer