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                        AMENDED EXECUTIVE INCENTIVE PLAN

                                  EXHIBIT 10.45

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                          WILMINGTON TRUST CORPORATION
                        AMENDED EXECUTIVE INCENTIVE PLAN

         1. Purpose. The purpose of the Wilmington Trust Corporation
("Wilmington Trust") Executive Incentive Plan (the "Incentive Plan") is to
provide senior management annual cash awards to that recognize and reward the
achievement of performance goals.

         2. Effective Date of Plan. The Incentive Plan shall be effective as of
January 1, 1999, but any payments under the Incentive Plan to individuals a
portion of whose compensation would be subject to Section 162(m) of the Internal
Revenue Code and the related regulations ("Section 162(m)") and that Wilmington
Trust deserves to deduct ("Section 162(m) Participants") shall be made
contingent on the Incentive Plan's approval by Wilmington Trust's shareholders.

         3. Plan Administrator. Wilmington Trust's Compensation Committee shall
administer the Incentive Plan. The Compensation Committee consists of members
appointed by the Board of Directors from time to time. Each member of the
Compensation Committee shall be an "outside director" within the meaning of
Section 162 (m). The Compensation Committee shall have full power and authority,
subject to the provisions of the plan and applicable law, to (a) establish,
amend, suspend, or waive rules and regulations and appoint agents it deems
necessary or advisable for the plan's proper administration, (b) construe,
interpret, and administer the plan and any instrument or agreement relating to
the plan, and (c) make all other determinations and take all other actions
necessary or advisable for the plan's administration. Unless the Incentive Plan
expressly provides otherwise, each determination the Compensation Committee
makes and each action it takes pursuant to the plan or any instrument or
agreement relating to the plan (x) shall be within the Compensation Committee's
sole discretion, (y) may be made at any time, and (z) shall be final, binding,
and conclusive for all purposes on all persons, including participants in the
plan, their legal representatives, and beneficiaries and employees of Wilmington
Trust and its subsidiaries.

         4. Eligibility. The Chief Executive Officer, the President, and other
senior officers of Wilmington Trust and its subsidiaries are eligible to
participate in the Incentive Plan if the Compensation Committee designates them.

         5. Awards.

                5.1.  For each calendar year (a "Plan Year"), at such times as
                      the Compensation Committee determines, it shall establish
                      the basis and terms of participation of participants who
                      are not Section 162(m) Participants. In doing so, the
                      Compensation Committee may establish one or more
                      quantitative or qualitative performance or other goals or
                      criteria as the basis for awarding executives bonuses
                      under the Incentive Plan.

                5.1   For Section 162(m) Participants, within 90 days after the
                      commencement of each Plan Year, the Compensation Committee
                      shall designate:

                      a.    The officers who will be deemed Section 162(m)
                            Participants for that Plan Year;

                      b.    The Financial Criteria that will apply to awards to
                            Section 162(m) Participants for the Plan Year; and

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                      c.    The Performance Goals the Corporation must meet for
                            Section 162(m) Participants to earn awards for the
                            Plan Year and a payout matrix or formula for those
                            Financial Criteria and Performance Goals.

                  After the 90th day of a Plan Year, the Compensation Committee
may designate additional officers as participants in the Plan for that Plan
Year. However, any award a participant who also is a Section 162(m) Participant
earns for that partial Plan Year will be pro-rated based on the number of days
during the Plan Year in which the participant participates in the Plan. The
Performance Goals for those additional Section 162(m) Participants will be
established before 25% of the days remaining in that partial Plan Year have
expired.

                  Any participant who terminates employment, either voluntarily
or involuntarily, before awards are paid for a Plan Year will be ineligible for
an award under the Plan. However, the Compensation Committee may, in its sole
and complete discretion, determine to pay an award if termination was due to
death, disability, retirement, or a Change in Control of the Corporation, but:

                      x.    No such payment shall be made to any participant for
                            a Plan Year before awards for that Plan Year are
                            payable generally; and

                      y.    No such payment shall be made to any Section 162(m)
                            Participant unless the Performance Goals established
                            for that participant have been attained.

         For purposes hereof, the term "Change in Control" means any of the
events described below, directly or indirectly or in one or more series of
transactions:

                      (1)   Approval by Wilmington Trust Company's ("WTC's") or
                            Wilmington Trust's stockholders of a consolidation
                            or merger of WTC or Wilmington Trust with any third
                            party (including a single person or entity or a
                            group of persons or entities acting in concert) not
                            wholly-owned, directly or indirectly, by WTC or
                            Wilmington Trust (a "Third Party"), unless WTC or
                            Wilmington Trust is the entity surviving that merger
                            or consolidation;

                      (2)   Approval by WTC's or Wilmington Trust's stockholders
                            of a transfer of all or substantially all of the
                            assets of WTC or Wilmington Trust to a Third Party
                            or of a complete liquidation or dissolution of WTC
                            or Wilmington Trust;

                      (3)   Any person, entity, or group which is a Third Party,
                            without prior approval of WTC's or Wilmington
                            Trust's Board of Directors, by itself or through one
                            or more subsidiaries:

                            (a) Acquires beneficial ownership of 15% or more of
                            any class of WTC's or Wilmington Trust's voting
                            stock;

                            (b) Acquires irrevocable proxies representing 15% or
                            more of any class of WTC's or Wilmington Trust's
                            voting stock;

                            (c) Acquires any combination of beneficial ownership
                            of voting stock and irrevocable proxies representing
                            15% or more of any class of WTC's or Wilmington
                            Trust's voting stock;

                            (d) Acquires the ability to control in any manner
                            the election of a majority of WTC's or Wilmington
                            Trust's directors; or

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                            (e) Acquires the ability to exercise a controlling
                            influence over the management or policies of WTC or
                            Wilmington Trust, directly or indirectly; or

                      (4)   Any election occurs of persons to Wilmington Trust's
                            Board of Directors that causes a majority of that
                            Board of Directors to consist of persons other than
                            (x) persons who were members of that Board of
                            Directors on February 29, 1996 (the "Effective
                            Date") and/or (y) persons who were nominated for
                            election as members of that Board of Directors by
                            Wilmington Trust's Board of Directors (or a
                            committee thereof) at a time when the majority of
                            that Board of Directors (or that committee)
                            consisted of persons who were members of Wilmington
                            Trust's Board of Directors on the Effective Date.
                            However, any person nominated for election by
                            Wilmington Trust's Board of Directors (or a
                            committee thereof), a majority of whom are persons
                            described in clauses (x) and/or (y), or are persons
                            who were themselves nominated by that Board of
                            Directors (or a committee thereof), shall be deemed
                            for this purpose to have been nominated by a Board
                            of Directors composed of persons described in clause
                            (x) above.

                  However, a Change in Control shall not include any of the
events described above if they (i) occur in connection with the appointment of a
receiver or conservator for WTC or Wilmington Trust, provision of assistance
under Section 13(c) of the Federal Deposit Insurance Act (the "FDI Act"), the
approval of a supervisory merger, a determination that WTC is in default as
defined in Section 3(x) of the FDI Act, insolvent or in an unsafe or unsound
condition to transact business, or, with respect to any participant, the
suspension, removal, and/or temporary or permanent prohibition by a regulatory
agency of that participant from participating in WTC's or Wilmington Trust's
business or (ii) are the result of a Third Party inadvertently acquiring
beneficial ownership or irrevocable proxies or a combination of both for 15% or
more of any class of WTC's or Wilmington Trust's voting stock, and that Third
Party as promptly as practicable thereafter divests itself of the beneficial
ownership or irrevocable proxies for a sufficient number of shares so that the
Third Party no longer has beneficial ownership or irrevocable proxies or a
combination of both for 15% or more of any class of WTC's or Wilmington Trust's
voting stock.

         6. Financial Criteria. For each Plan Year, the Compensation Committee
shall designate one or more financial criteria (the "Financial Criteria") set
forth in this Section 6 for use in determining awards for Section 162(m)
Participants for that Plan Year. Financial Criteria shall consist of one or more
of the following financial measures: earnings per share, return on equity,
return on assets, income, fees, assets, stockholder return, expenses,
chargeoffs, nonperforming assets, and overhead ratio. Any of the Financial
Criteria may be company-wide or on a departmental, divisional, regional, or
individual basis. In addition, any of the Financial Criteria may be measured in
absolute terms, by reference to internal performance targets, or as compared to
another company or companies, and may be measured by the change in that
performance target compared to a previous period. The Compensation Committee
retains the discretion to determine whether an award will be paid under any one
or more of the Financial Criteria.

         7. Performance Goals. For each Plan Year, the Compensation Committee
shall establish specific, objective performance goals (the "Performance Goals"),
the outcome of which is substantially uncertain at the time they are
established, for each of the Financial Criteria the Compensation Committee
designates for that Plan Year against which actual performance is to be measured
to determine the amount of awards to Section 162(m) Participants. Performance
Goals the

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Compensation Committee establishes may be described by means of a matrix or
formula providing for goals resulting in the payment of awards under the plan.

         8. Form of Awards.

                8.1.  Form of Awards. The Compensation Committee may grant
                      awards in the form of cash, stock, restricted stock, or
                      other types of awards valued in whole or in part by
                      reference to, or otherwise based on, shares of Wilmington
                      Trust stock. Subject to the provisions hereof, the
                      Committee shall have the sole and absolute discretion to
                      determine the persons to whom and the time or times at
                      which those awards are made, the number of shares to be
                      granted pursuant thereto, if any, and all other conditions
                      of those awards. Any award for restricted stock shall be
                      confirmed by an award agreement. The award agreement shall
                      contain provisions the Compensation Committee determines
                      necessary or appropriate to carry out the intent hereof
                      with respect to the award. Any such awards may be
                      represented in whole or in part by certified shares or
                      uncertified shares, at the Compensation Committee's sole
                      discretion.

                8.2.  Terms of Awards. In addition to the terms and conditions
                      specified in the award agreement, awards shall be subject
                      to the following:

                        a. Any shares subject to awards may not be sold,
                           assigned, transferred, pledged, or otherwise
                           encumbered before the date on which those shares are
                           issued or, if later, the date on which any applicable
                           restriction, performance, or deferral period lapses;

                        b. If specified in the award agreement, the recipient of
                           an award shall be entitled to receive, currently or
                           on a deferred basis, dividends or dividend
                           equivalents with respect to the shares covered by
                           that award, and the Compensation Committee may, in
                           its sole and absolute discretion, provide in the
                           award agreement that those amounts be reinvested in
                           additional shares;

                        c. The award agreement shall contain provisions dealing
                           with the disposition of the award in the event of the
                           termination of the participant's employment before
                           the exercise, realization, or payment of the award.
                           The Compensation Committee may, in its sole and
                           absolute discretion, waive any of the restrictions
                           imposed with respect to any award; and

                        d. Shares issued as a bonus pursuant hereto shall be
                           issued for the consideration the Compensation
                           Committee determines is appropriate, in its sole and
                           absolute discretion, but rights to purchase shares
                           shall be priced at least 100% of the market value per
                           share on the date the award is granted.

         9. Determination and Payment of Awards.

            9.1. As soon as practicable after the end of a Plan Year, the
            Compensation Committee will determine the amount of the award each
            participant has earned. For Section 162(m) Participants, that
            determination will be made based on application of the criteria
            specified in Section 6. However, the Compensation Committee may, in
            its sole and absolute discretion, reduce the amount which would
            otherwise be payable under the Incentive Plan. Payments will be made
            promptly after the Compensation Committee determines the amount of
            the awards unless payment of an award has been deferred pursuant to
            Section

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            10.6. The Compensation Committee's determination with respect to
            Section 162(m) Participants must include its certification in
            writing that the Performance Goals and any other terms of the award
            were satisfied. Minutes of the Compensation Committee's meeting or
            any action by written consent shall satisfy the written
            certification requirement.

            9.2. The Corporation shall pay awards under the Incentive Plan in
            cash, stock, or "phantom stock" units. The Compensation Committee
            may grant awards in respect of up to a total of 100,000 shares of
            stock under the Incentive Plan.

            9.3. Notwithstanding anything to the contrary contained herein, the
            maximum dollar amount with respect to which awards may be granted
            under the Incentive Plan for any Plan Year to any participant may
            not exceed $2,000,000.

         10. Taxes. If the Compensation Committee deems it necessary or
desirable, Wilmington Trust shall be entitled to withhold (or secure payment
from a participant in lieu of withholding) the amount of any withholding or
other tax required by law to be withheld or that Wilmington Trust pays (a) with
respect to any amount payable and/or shares issuable under that participant's
award, or (b) with respect to any income recognized upon the lapse of
restrictions applicable to an award. Wilmington Trust may defer payment or
issuance of the cash or shares upon the grant, exercise or vesting of an award
unless indemnified to its satisfaction against any liability for that tax. The
Compensation Committee or its delegate shall determine the amount of that
withholding or tax payment. The participant shall make that payment at the time
the Compensation Committee determines. In each award agreement, the Compensation
Committee shall prescribe one or more methods by which the participant may
satisfy his or her tax withholding obligation. This may include the
participant's paying Wilmington Trust cash or shares of Wilmington Trust stock
or Wilmington Trust's withholding from the award, at the appropriate time, a
number of shares sufficient to satisfy those tax withholding requirements, based
on the market value per share of those shares. In its sole and absolute
discretion, the Compensation Committee may establish rules and procedures
relating to any withholding methods it deems necessary or appropriate. These may
include rules and procedures relating to elections by participants who are
subject to Section 16 of the Securities Exchange Act to have shares withheld
from an award to meet those withholding obligations.

         11. Changes in Wilmington Trust's Capital Structure. The existence of
outstanding awards shall not affect the right of Wilmington Trust or its
shareholders to make or authorize any and all adjustments, recapitalizations,
reclassifications, reorganizations, and other changes in Wilmington Trust's
capital structure, Wilmington Trust's business, any merger or consolidation of
Wilmington Trust, any issue of bonds, debentures, or preferred stock, Wilmington
Trust's liquidation or dissolution, any sale or transfer of all or any part of
Wilmington Trust's assets or business, or any other corporate act or proceeding,
whether of a similar nature or otherwise.

         The number and kind of shares subject to outstanding awards, the
purchase or exercise price of those awards, and the number and kind of shares
available for awards subsequently granted shall be adjusted appropriately to
reflect any stock dividend, stock split, combination or exchange of shares,
merger, consolidation, or other change in capitalization with a similar
substantive effect on the Plan or awards granted hereunder. The Compensation
Committee shall have the power and sole and absolute discretion to determine the
nature and amount of the adjustment to be made in each case. However, in no
event shall any adjustment be made under the provisions of this Section 11 to
any outstanding award if an adjustment has been made or will be made to the
shares of Wilmington Trust stock awarded to a participant in that person's
capacity as a shareholder.

         If Wilmington Trust is merged or consolidated with another entity and
Wilmington Trust is not the surviving entity, or if Wilmington Trust is
liquidated or sells or otherwise disposes of all or

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substantially all of its assets to another entity while unexercised awards
remain outstanding, then (a) subject to the provisions of Section 11(b) below,
after the effective date of that merger, consolidation, liquidation, or sale,
each holder of an outstanding award hereunder shall be entitled to receive, upon
exercise or vesting of that award in lieu of shares, other stock or other
securities as the holders of shares of Wilmington Trust stock received in the
merger, consolidation, liquidation, or sale; and (b) the Compensation Committee
may cancel all outstanding awards as of the effective date of that merger,
consolidation, liquidation, or sale, provided that (i) notice of that
cancellation has been given to each holder of an award and (ii) in addition to
any rights he or she may have under Section 5 above, each holder of an award
hereunder shall have the right to that award or the exercise of that award in
full, without regard to any limitations set forth in or imposed pursuant to the
Incentive Plan, during a 30-day period preceding the effective date of the
merger, consolidation, liquidation, or sale. The exercise and/or vesting of any
award that was permissible solely because of this Section 11(b)(ii) shall be
conditioned on consummation of the merger, consolidation, liquidation, or sale.
Any Awards not exercised as of the date of the merger, consolidation,
liquidation, or sale shall terminate as of that date.

         If Wilmington Trust is consolidated or merged with another entity under
circumstances in which Wilmington Trust is the surviving entity, and its
outstanding shares are converted into shares of a third entity, a condition to
the merger or consolidation shall be that the third entity succeed to Wilmington
Trust's rights and obligations hereunder, and that the Plan be administered by a
committee of the Board of that entity.

         Comparable rights shall accrue to each participant in the event of
successive reorganizations, mergers, consolidations, or other transactions
similar to those described above.

         Except as expressly provided herein, Wilmington Trust's issuance of
shares or any other securities for cash, property, labor, or services, either
upon direct sale, the exercise of rights or warrants to subscribe therefor, or
conversion of shares or obligations of Wilmington Trust convertible into shares
or other securities shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number, class, or price of shares then subject to
awards outstanding.

         After any reorganization, merger, or consolidation in which Wilmington
Trust or one of its subsidiaries or affiliates is a surviving entity, the
Compensation Committee may grant substituted awards replacing old awards granted
under a plan of another party to the reorganization, merger, or consolidation
whose stock subject to the old options or awards may no longer be issued
following that reorganization, merger, or consolidation. The Compensation
Committee shall determine the foregoing adjustments and the manner in which the
foregoing provisions are applied in its sole and absolute discretion. Any of
those adjustments may provide for eliminating any fractional shares of
Wilmington Trust stock that might otherwise become subject to any awards.

         12. Termination, Suspension, or Modification of the Incentive Plan. The
Board of Directors may at any time, with or without notice, terminate, suspend,
or modify the Incentive Plan in whole or in part. The Board of Directors shall
not amend the Incentive Plan in violation of law or in contravention of Section
162(m). The Compensation Committee may make any amendments to the Incentive Plan
not in violation of law required to conform the Incentive Plan to the
requirements of Section 162(m). The Compensation Committee also may correct any
defect, supply any omission, or reconcile any inconsistency in the Incentive
Plan in the manner and to the extent it deems desirable to carry the Incentive
Plan into effect.

         13. Miscellaneous.

                13.1. No Assignment. No award under the Incentive Plan shall be
                      subject in any manner to anticipation, alienation, sale,
                      transfer, assignment, pledge, encumbrance, charge,
                      garnishment, execution, or levy of any kind, either
                      voluntary or involuntary, including any liability which is
                      for alimony or other payment for the support of a spouse
                      or former spouse, or for any other relative of a
                      participant, prior to actually being received by the
                      participant or his or her designated beneficiary. Any
                      attempt to anticipate, alienate, sell, transfer, assign,
                      pledge, encumber, charge, or otherwise dispose of any
                      right to an award hereunder shall be void.

                13.2  No Right of Employment. Neither the adoption of the
                      Incentive Plan, the determination of eligibility to
                      participate in the Incentive Plan, nor the granting of an
                      award under the Incentive Plan shall confer upon any
                      participant any right to continue in the employ of
                      Wilmington Trust or any of its subsidiaries or interfere
                      in any way with the right of Wilmington Trust or its
                      subsidiaries to terminate that employment at any time.

                13.3  Governing Law. The Incentive Plan and all determinations
                      under it shall be governed by and construed in accordance
                      with Delaware law, other than the conflict of law
                      provisions of those laws, and except as that law is
                      superseded by Federal law.

                13.4  Other Plans. Nothing in the Incentive Plan shall be
                      construed as limiting the authority of the Compensation
                      Committee, the Board of Directors, Wilmington Trust, or
                      any subsidiary of Wilmington Trust to establish any other
                      compensation plan or as in any way limiting its or their
                      authority to pay bonuses or supplemental compensation to
                      any persons employed by Wilmington Trust or a subsidiary
                      of Wilmington Trust, whether that person is a participant
                      and regardless of how the amount of that compensation or
                      bonus is determined.

                13.5  Deferrals of Awards. A participant may elect to defer
                      payment of his or her award under the Incentive Plan if
                      deferral of the award under the Incentive Plan is
                      permitted pursuant to the terms of a deferred compensation
                      program of Wilmington Trust existing at the time the
                      election to defer is permitted to be made and the
                      participant complies with the terms of that program.

                13.6  Section 162(m). It is Wilmington Trust's intention that
                      all payments made under the Incentive Plan to Section
                      162(m) Participants shall constitute "performance-based
                      compensation" as that term is defined for purposes of
                      Section 162(m). Accordingly, unless the Board of
                      Directors expressly determines otherwise, if any provision
                      of the Incentive Plan is found not to be in compliance
                      with that provision, that provision shall be deemed
                      amended so that the provision does comply to the extent
                      permitted by law. In every event, the Incentive Plan shall
                      be construed in favor of those payments meeting the
                      "performance-based compensation" exception contained in
                      Section 162(m). Notwithstanding anything to the contrary
                      contained herein, the Compensation Committee retains
                      discretion to grant awards hereunder that do not comply
                      with Section 162(m).

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