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                     AMENDED 2002 LONG-TERM INCENTIVE PLAN

                                 EXHIBIT 10.58
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                    AMENDED 2002 LONG-TERM INCENTIVE PLAN OF
                          WILMINGTON TRUST CORPORATION

         1.       PURPOSE. The 2002 Long-Term Incentive Plan (the "Plan") of
Wilmington Trust Corporation ("Wilmington Trust") is designed to encourage and
facilitate ownership of stock by, and provide additional incentive compensation
based on appreciation of that stock to, key employees and directors of
Wilmington Trust and other entities to whom the Committee grants Awards.
Wilmington Trust hopes thereby to provide a potential proprietary interest as
additional incentive for the efforts of those individuals in promoting
Wilmington Trust's continued growth and the success of its business. The Plan
also will aid Wilmington Trust in attracting and retaining professional and
managerial personnel.

         2.       ADMINISTRATION. The Plan shall be administered by the
Corporation's Compensation Committee, consisting solely of non-employee
directors, the Corporation's Select Committee, consisting of either or both of
its two employee directors, or any other committee of the Corporation's Board of
Directors that the Board may appoint from time to time to administer the Plan
(all such committees are hereinafter sometimes collectively referred to as the
"Committee"). The Compensation Committee shall have sole authority to grant
Awards to a Participant who is, at the Date of Grant of the Award, either a
"covered employee" as defined in Section 162(m) or subject to Section 16 of the
Exchange Act. The Compensation Committee also shall have authority to grant
Awards to other Participants. The Select Committee shall have authority to grant
Awards to Participants who are not, at the Date of Grant of the Award, either
"covered employees" as defined in Section 162(m) or subject to Section 16 of the
Exchange Act.

         The Committee shall have the power and authority to administer the Plan
in accordance with this Section 2. Wilmington Trust's Board may appoint members
of the Committee from time to time in substitution for those members who
previously were appointed and may fill vacancies in the Committee, however
caused.

         The Committee shall have exclusive and final authority in each
determination, interpretation, or other action affecting the Plan and the
Participants. The Committee shall have the sole and absolute discretion to
interpret the Plan, establish and modify administrative rules for the Plan,
select persons to whom Awards may be granted, determine the terms and provisions
of Award Agreements (which need not be identical), determine all claims for
benefits hereunder, impose conditions and restrictions on Awards it determines
to be appropriate, and take steps in connection with the Plan and Awards it
deems necessary or advisable. In the event of a conflict between determinations
made by the Compensation Committee and the Select Committee, the determination
of the Compensation Committee shall control.

         A majority of the Compensation Committee's members shall constitute a
quorum thereof, and action by a majority of a quorum shall constitute action by
the Compensation Committee. Compensation Committee members may participate in
meetings by conference

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telephone or other similar communications equipment by means of which all
members participating in the meeting can hear each other. Any decision or
determination reduced to writing and signed by all of the Compensation
Committee's members shall be as effective as if that action had been taken by a
vote at a meeting of the Committee duly called and held.

         3.       THE SHARES. The Committee shall not authorize issuance of more
than a total of 2,000,000 shares hereunder, except as otherwise provided in
Section 9(i) below. These may either be authorized and unissued shares or
previously issued shares Wilmington Trust has reacquired. The shares covered by
any unexercised portions of terminated Options granted under Section 5 and
shares subject to any Awards the Participant otherwise surrenders without
receiving any payment or other benefit may again be subject to new Awards
hereunder. If a Participant pays the purchase price of an Option or tax
liability associated with that exercise in whole or part by delivering
Wilmington Trust stock, the number of shares issuable in connection with the
Option's exercise shall not again be available for the grant of Awards. Shares
used to measure the amount payable to a Participant in respect of Performance
Awards or Other Awards shall not again be available for the grant of Awards.
Shares issued in payment of Performance Awards denominated in cash amounts shall
not again be available for the grant of Awards.

         4.       PARTICIPATION. The Committee shall designate Participants from
time to time in its sole and absolute discretion. Those Participants may include
officers, other key employees, and directors of, and consultants to, Wilmington
Trust or its subsidiaries or affiliates. In making those designations, the
Committee may take into account the nature of the services the officers, key
employees, directors, and consultants render, their present and potential
contributions to Wilmington Trust, and other factors the Committee deems
relevant in its sole and absolute discretion.

                  If the Committee designates a Participant in any year, it need
not designate that person to receive an Award in any other year. In addition, if
the Committee designates a Participant to receive an Award under one portion
hereof, it need not include that Participant under any other portion hereof. The
Committee may grant more than one type of Award to a Participant at one time or
at different times.

         5.       OPTIONS.

                  a.       GRANT OF OPTIONS. The Committee shall designate the
form of Options and additional terms and conditions not inconsistent with the
Plan. The Committee may grant Options either alone or in addition to other
Awards. The terms and conditions of Option Awards need not be the same with
respect to each Participant. The Committee may grant to Participants one or more
incentive stock options ("Incentive Stock Options") that meet the requirements
of Section 422 of the Code, stock options that do not meet those requirements
("Nonstatutory Stock Options"), or both. To the extent any Option does not
qualify as an Incentive Stock Option, whether because of its provisions, the
time or manner of its exercise, or

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otherwise, that Option or the portion thereof that does not so qualify shall
constitute a separate Nonstatutory Stock Option.

                  b.       INCENTIVE STOCK OPTIONS. Each provision hereof and in
any Award Agreement the Committee designates as an Incentive Stock Option shall
be interpreted to entitle the holder to the tax treatment afforded by Section
422 of the Code, except in connection with the exercise of Options: (1)
following a Participant's Termination of Employment; (2) in accordance with the
Committee's specific determination with the consent of the affected Participant;
or (3) to the extent Section 9 would cause an Option to no longer be entitled to
that treatment. If any provision herein or the Award Agreement is held not to
comply with requirements necessary to entitle that Option to that tax treatment,
then except as otherwise provided in the preceding sentence: (x) that provision
shall be deemed to have contained from the outset the language necessary to
entitle the Option to that tax treatment; and (y) all other provisions herein
and in that Award Agreement shall remain in full force and effect. Except as
otherwise specified in the first sentence of this Section 5(b), if any Award
Agreement covering an Option the Committee designates to be an Incentive Stock
Option does not explicitly include any term required to entitle that Option to
that tax treatment, all those terms shall be deemed implicit in the designation
of that Option, and that Option shall be deemed to have been granted subject to
all of those terms.

                  c.       OPTION PRICE. The Committee shall determine the per
share exercise price of each Option. That price shall be at least the greater of
(1) the par value per share of Wilmington Trust stock and (2) 100% of the last
sale price of Wilmington Trust stock on the Date of Grant.

                  d.       OPTION TERM. The Committee shall fix the term of each
Option, but no Option shall be exercisable more than ten years after the date
the Committee grants it.

                  e.       EXERCISABILITY. The Committee may at the time of
grant determine performance targets, waiting periods, exercise dates, and other
restrictions on exercise and designate those in the Award Agreement.

                  f.       METHOD OF EXERCISE. Subject to any waiting periods
that may apply under Section 5(e) above, a Participant may exercise Options in
whole or in part at any time during the period of time, if any, set forth in the
Award Agreement during which that Option or portion thereof is exercisable by
giving Wilmington Trust written notice specifying the number of shares to be
purchased. The Participant must accompany that notice by payment in full of the
purchase price in a form the Committee may accept. If the Committee determines
in its sole discretion at or after grant, a Participant also may make payment in
full or in part in the form of shares of Wilmington Trust stock already owned
and/or in the form of shares otherwise issuable upon exercise of the Option. In
either case, the value of that stock shall be based on the Market Value Per
Share of Wilmington Trust stock tendered on the date the Option is exercised.
Notwithstanding the foregoing, the right to pay the purchase price of an
Incentive Stock Option in the form of already-owned shares or shares otherwise
issuable upon exercise of the Option may be authorized only at the time of
grant. No shares shall be issued until payment therefor has

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been made as provided herein, except as otherwise provided herein. In general, a
Participant shall have the right to dividends and other rights of a shareholder
with respect to Wilmington Trust stock subject to the Option only when
certificates for shares of that stock are issued to the Participant.

                  g.       ACCELERATION OR EXTENSION OF EXERCISE TIME. The
Committee may, in its sole and absolute discretion, on or after the Date of
Grant, permit shares subject to any Option to become exercisable or be purchased
before that Option would otherwise become exercisable under the Award Agreement.
In addition, the Committee may, in its sole and absolute discretion, on or after
the Date of Grant, permit any Option granted hereunder to be exercised after its
expiration date, subject to the limitation in Section 5(d) above.

                  h.       TERMINATION OF EMPLOYMENT. Unless the Committee
provides otherwise in an Award Agreement or after granting an Option, if the
employment of a Participant who has received an Option terminates on other than:
(1) the Participant's Normal Retirement Date; (2) the Participant's Other
Retirement Date; (3) the Participant's death; or (4) the Participant's
Disability, all Options previously granted to that Participant but not exercised
before that Termination of Employment shall expire as of that date.

                  i.       DEATH, DISABILITY, OR RETIREMENT OF A PARTICIPANT. If
a Participant dies while employed by the employer he or she was employed with
when he or she was last granted Options, an Option theretofore granted to that
Participant shall not be exercisable after the earlier of the expiration of that
Option or three years after the date of that Participant's death, and only (1)
by the person or persons to whom the Participant's rights under that Option
passed under the Participant's will or by the laws of descent and distribution
and (2) if and to the extent the Participant was entitled to exercise that
Option at the date of his or her death.

                           If a Participant's employment with the employer he or
she was employed with when he or she was last granted Options terminates due to
Disability or on the Participant's Normal Retirement Date or Other Retirement
Date, an Option theretofore granted to that Participant shall not be exercisable
after the earlier of the expiration date of the Option or three years after the
date of the Disability or retirement. If the Participant has died before then,
an Option theretofore granted to that Participant shall be exercisable (1) only
by the person or persons to whom the Participant's rights under the Option
passed under the Participant's will or by the laws of descent and distribution
and (2) if and to the extent the Participant was entitled to exercise that
Option on the date of his or her death.

         6.       PERFORMANCE AWARDS.

                  a.       GRANT OF PERFORMANCE AWARDS. The Committee also may
grant awards payable in cash or shares or a combination of both at the end of a
specified performance period ("Performance Awards") hereunder. These shall
consist of the right to receive payment measured by (1) a specified number of
shares at the end of an Award Period, (2) the Market Value Per Share of a
specified number of shares at the end of an Award Period, (3) the increase in
the Market Value Per Share of a specified number of shares during an Award
Period, or (4) a

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fixed cash amount payable at the end of an Award Period, contingent on the
extent to which certain pre-determined performance targets are met during the
Award Period. The Committee shall determine the Participants, if any, to whom
Performance Awards are awarded, the number of Performance Awards awarded to any
Participant, the duration of the Award Period during which any Performance Award
will be vested, and other terms and conditions of Performance Awards.

                  b.       PERFORMANCE TARGETS. The Committee may establish
performance targets for Performance Awards in its sole and absolute discretion.
These may include individual performance standards or specified levels of
revenues from operations, earnings per share, return on shareholders' equity,
and/or other goals related to the performance of Wilmington Trust or any of its
subsidiaries or affiliates. The Committee may, in its sole and absolute
discretion, in circumstances in which events or transactions occur to cause the
established performance targets to be an inappropriate measure of achievement,
change the performance targets for any Award Period before the final
determination of a Performance Award.

                  c.       EARNED PERFORMANCE AWARDS. In granting a Performance
Award, the Committee may prescribe a formula to determine the percentage of the
Performance Award to be earned based upon the degree performance targets are
attained. The degree of attainment of performance targets shall be determined as
of the last day of the Award Period.

                  d.       PAYMENT OF EARNED PERFORMANCE AWARDS. Wilmington
Trust shall pay earned Performance Awards granted under Section 6(a)(2) or
6(a)(3) above in cash or shares based on the Market Value Per Share of
Wilmington Trust stock on the last day of an Award Period, or a combination of
cash and shares, at the Committee's sole and absolute discretion. Wilmington
Trust shall normally make payment as soon as practicable after an Award Period.
However, the Committee may permit deferral of payment of all or a portion of a
Performance Award payable in cash upon a Participant's request made on a timely
basis in accordance with rules the Committee prescribes. Those deferred amounts
may earn interest for the Participant under the conditions of a separate
agreement the Committee approves and the Participant executes. In its sole and
absolute discretion, the Committee may define in the Award Agreement other
conditions on paying earned Performance Awards it deems desirable to carry out
the purposes hereof.

                  e.       TERMINATION OF EMPLOYMENT. Unless the Committee
provides otherwise in the Award Agreement or as otherwise provided below, in the
case of a Participant's Termination of Employment before the end of an Award
Period, the Participant will not be entitled to any Performance Award.

                  f.       DISABILITY, DEATH, OR RETIREMENT. Unless the
Committee provides otherwise in the Award Agreement or after the grant of a
Performance Award, if a Participant's Disability Date or the date of a
Participant's Termination of Employment due to death or retirement on or after
his or her Normal Retirement Date or Other Retirement Date occurs before the end
of an Award Period, the Participant or the Participant's Beneficiary shall be
entitled to receive a pro-rata share of his or her Award in accordance with
Section 6(g) below.

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                  g.       PRO-RATA PAYMENT. The amount of any payment
Wilmington Trust makes to a Participant or that Participant's Beneficiary under
circumstances described in Section 6(f) above shall be determined by multiplying
the amount of the Performance Award that would have been earned, determined at
the end of the Performance Award Period, if that Participant's employment had
not been terminated, by a fraction, the numerator of which is the number of
whole months the Participant was employed during the Award Period and the
denominator of which is the total number of months in the Award Period. That
payment shall be made as soon as practicable after the end of that Award Period,
and shall relate to attainment of the applicable performance targets over the
entire Award Period.

                  h.       OTHER EVENTS. Notwithstanding anything to the
contrary contained in this Section 6, the Committee may, in its sole and
absolute discretion, determine to pay all or any portion of a Performance Award
to a Participant who has terminated employment before the end of an Award Period
under certain circumstances, including a material change in circumstances
arising after the date the Performance Award is granted, and subject to terms
and conditions the Committee deems appropriate.

         7.       OTHER STOCK-BASED AWARDS.

                  a.       GRANT OF OTHER AWARDS. The Committee may grant other
Awards under this Section 7 ("Other 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 Other Award shall be confirmed by
an Award Agreement. The Award Agreement shall contain provisions the Committee
determines necessary or appropriate to carry out the intent hereof with respect
to the Award.

                  b.       TERMS OF OTHER AWARDS. In addition to the terms and
conditions specified in the Award Agreement, Other Awards made under this
Section 7 shall be subject to the following:

                           (1)      Any shares subject to Other 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;

                           (2)      If specified in the Award Agreement, the
recipient of an Other 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 Committee may, in its sole and absolute
discretion, provide in the Award Agreement that those amounts be reinvested in
additional shares;

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                           (3)      The Award Agreement shall contain provisions
dealing with the disposition of the Award in the event of the Participant's
Termination of Employment before the exercise, realization, or payment of the
Award. The Committee may, in its sole and absolute discretion, waive any of the
restrictions imposed with respect to any Other Award; and

                           (4)      Shares issued as a bonus pursuant to this
Section 7 shall be issued for the consideration the 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
Other Award is granted.

         8.       PAYMENT OF ANNUAL RETAINER. During the term hereof, each
non-employee director of each company the Compensation Committee designates to
participate in this Section 8 may elect to receive the first and/or second half
of his or her Annual Retainer in cash or Wilmington Trust stock, or a
combination of both. The Compensation Committee shall establish rules with
respect to electing the form of payment provided for in the preceding sentence
to facilitate compliance with Rule 16b-3. The number of shares to be issued to a
non-employee director who receives shares pursuant to this Section 8 shall be
the dollar amount of the portion of the Annual Retainer payable in shares
divided by the Market Value Per Share of a share of Wilmington Trust stock on
the business day immediately preceding the date that installment of the Annual
Retainer is otherwise paid to that company's directors. Wilmington Trust shall
not be required to issue fractional shares. Whenever under this Section 8 a
fractional share would otherwise be required to be issued, Wilmington Trust
shall pay an amount in lieu thereof in cash based upon the Market Value Per
Share of that fractional share.

         9.       TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN.

                  a.       EFFECT OF CHANGE IN CONTROL. Upon a Change in
Control:

                           (1)      Any and all Options shall become exercisable
immediately; and

                           (2)      The target values attainable under all
Performance Awards and Other Awards shall be deemed to have been fully earned
for the entire Award Period as of the effective date of the Change in Control.

                  b.       LIMITATIONS.

                           (1)      No person may be granted Awards in respect
of more than 100,000 shares in any calendar year during the term hereof;

                           (2)      No Options or other Awards can be re-priced
after they have been granted; and

                           (3)      No Awards other than Options can be made
hereunder in respect of more than a total of 100,000 shares of Wilmington Trust
Stock during the Plan's term.

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                  c.       PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the
Plan govern all Awards granted hereunder. The Committee shall not have the power
to grant a Participant any Award that is contrary to any provision hereof. If
any provision of an Award conflicts with the Plan as it is constituted on the
date the Award is granted, the terms of the Plan shall control. Except as
provided in Sections 6(b) and 9(i) of the Plan, or unless the Committee provides
otherwise in its sole and absolute discretion in the Award Agreement, the terms
of any Award granted hereunder may not be changed after the date it is granted
to materially decrease the value of the Award without the express written
approval of the holder thereof. No person shall have any rights with respect to
any Award until Wilmington Trust and the Participant have executed and delivered
an Award Agreement or the Participant has received a written acknowledgement
from Wilmington Trust that constitutes an Award Agreement.

                  d.       LIMITATIONS ON TRANSFER. A Participant may not
transfer or assign his or her rights or interests with respect to Awards except
by will, the laws of descent and distribution, or, in certain circumstances,
pursuant to a qualified domestic relations order, as defined by the Code, Title
I of ERISA, or the rules thereunder. Except as otherwise specifically provided
herein, a Participant's Beneficiary may exercise the Participant's rights only
to the extent they were exercisable hereunder at the date of the Participant's
death and are otherwise currently exercisable.

                  e.       TAXES. If the 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 (1) with
respect to any amount payable and/or shares issuable under that Participant's
Award, (2) with respect to any income recognized upon the lapse of restrictions
applicable to an Award, or (3) upon a disqualifying disposition of shares
received upon the exercise of any Incentive Stock Option. 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 Committee or its delegate shall determine the amount of that
withholding or tax payment. The Participant shall make that payment at the time
the Committee determines. In each Award Agreement, the 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 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 Exchange Act to
have shares withheld from an Award to meet those withholding obligations.

                  f.       AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Income a
Participant recognizes pursuant to the provisions hereof shall not be included
in determining benefits under any employee pension benefit plan, as that term is
defined in Section 3(2) of ERISA, group

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insurance, or other benefit plan applicable to the Participant that the
Participant's employer maintains, except if those plans or the Committee provide
otherwise.

                  g.       COMPLIANCE WITH RULE 16b-3 AND SECTION 162(m).

                           (1)      If the Compensation Committee desires to
structure any Award so that the compensation payable thereunder will qualify as
"performance based" under Section 162(m), the Compensation Committee may
establish objective performance goals as the basis for that Award. Those
performance goals will be based on any combination the Compensation Committee
selects of earnings per share, return on equity, return on assets, income, fees,
assets, stockholder return, expenses, chargeoffs, nonperforming assets, and
overhead ratio. Those goals may be company-wide or on a departmental,
divisional, regional, or individual basis. Any goal 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 goals may be different each year, and
will be established with respect to a particular year by the latest date
permitted by Section 162(m). No payment under such an Award will be made under
the Plan to a Section 162(m) Participant unless the pre-established performance
goals are met or exceeded.

                           (4)      It is intended that the Plan be applied and
administered in compliance with Rule 16b-3 and Section 162(m). If any provision
of the Plan would be in violation of Section 162(m) if applied as written, that
provision shall not have effect as written and shall be given effect so as to
comply with Section 162(m) as the Compensation Committee determines in its sole
and absolute discretion. Wilmington Trust's Board of Directors is authorized to
amend the Plan, and the Compensation Committee is authorized to make any such
modifications to Award Agreements, to comply with Rule 16b-3 and Section 162(m),
as they may be amended from time to time, and to make any other amendments or
modifications deemed necessary or appropriate to better accomplish the purposes
of the Plan in light of any amendments to Rule 16b-3 or Section 162(m).
Notwithstanding the foregoing, Wilmington Trust's Board of Directors may amend
the Plan so that it (or certain of its provisions) no longer comply with either
or both of Rule 16b-3 or Section 162(m) if the Board specifically determines
that compliance is no longer desired. The Compensation Committee may grant
Awards that do not comply with Rule 16b-3 and/or Section 162(m) if it
determines, in its sole and absolute discretion, that it is in Wilmington
Trust's interest to do so.

                  h.       AMENDMENT AND TERMINATION.

                           (1)      AMENDMENT. Wilmington Trust's Board of
Directors shall have complete power and authority to amend the Plan at any time
it deems it necessary or appropriate. However, those directors shall not,
without the affirmative approval of Wilmington Trust's shareholders, make any
amendment that requires shareholder approval under Rule 16b-3, the Code, or any
other applicable law or rule of any exchange on which Wilmington Trust's shares
are listed unless the directors determine that compliance with Rule 16b-3, the
Code, or those laws or rules is no longer desired. No termination or amendment
hereof may, without the consent of the Participant to whom any Award has been
granted, adversely affect the right of

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that individual under that Award. However, the Committee may make provision in
the Award Agreement for amendments it deems appropriate in its sole and absolute
discretion.

                           (2)      TERMINATION. Wilmington Trust's Board of
Directors may terminate the Plan at any time. No Award shall be granted
hereunder after that termination. However, that termination shall not have any
other effect. Any Award outstanding at the termination hereof may be exercised
or amended after that termination at any time before the expiration of that
Award to the same extent that that Award would have been exercisable or could
have been amended if the Plan had not terminated.

                  i.       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, the number and kind of
shares available for Awards subsequently granted, and the limitation in Section
9(b) hereof 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 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 9(i) 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
substantially all of its assets to another entity while unexercised Awards
remain outstanding, then (1) subject to the provisions of Section 9(i)(2) below,
after the effective date of that merger, consolidation, liquidation, or sale,
each holder of an outstanding Award shall be entitled to receive, upon exercise
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 (2) the Committee may cancel all outstanding Awards as
of the effective date of that merger, consolidation, liquidation, or sale,
provided that (x) notice of that cancellation has been given to each holder of
an Award and (y) in addition to any rights he or she may have under Section 9(a)
above, each holder of an Award shall have the right to exercise that Award in
full, without regard to any limitations set forth in or imposed pursuant to
Section 5, 6, or 7 above, 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 9(i)(2)(y) shall
be conditioned on consummation of the

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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 Committee may grant substituted Awards replacing old options or
other 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
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 Options or
other Awards.

                  j.       PERIOD OF APPROVAL AND TERM OF PLAN. The Plan shall
be submitted to Wilmington Trust's shareholders at their annual meeting
scheduled to be held on April 18, 2002 or any adjournment or postponement
thereof. The Plan shall be adopted and become effective only when approved by
Wilmington Trust's shareholders. Awards may be granted hereunder at any time up
to and including April 17, 2005, at which time the Plan will terminate, except
with respect to Awards then outstanding. Those shall remain in effect until
their exercise, expiration, or termination in accordance herewith.

                  k.       COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY
BODIES. No Award shall be exercisable, and no shares shall be delivered
hereunder, except in compliance with all applicable Federal and state laws and
regulations, the rules of the New York Stock Exchange, and all other stock
exchanges on which Wilmington Trust shares are listed. Any certificate
evidencing shares issued hereunder may bear legends the Committee deems
advisable to ensure compliance with Federal and state laws and regulations. No
Award shall be exercisable, and no shares shall be delivered hereunder, until
Wilmington Trust has obtained consent or approval

                                      -11-
<PAGE>

from Federal and state regulatory bodies that have jurisdiction over matters as
the Committee deems advisable.

                           If a Participant's Beneficiary exercises an Award,
the Committee may require reasonable evidence regarding the ownership of the
Award and consents, rulings, or determinations from taxing authorities the
Committee deems advisable.

                  l.       NO RIGHT OF EMPLOYMENT. Neither the adoption of the
Plan nor its operation, nor any document describing or referring to the Plan or
any part hereof, shall confer upon any Participant any right to continue in the
employ of the Participant's employer, nor in any other way affect the employer's
right or power to terminate the Participant's employment at any time, to the
same extent as might have been done if the Plan had not been adopted.

                  m.       USE OF PROCEEDS. Funds Wilmington Trust receives on
the exercise of Awards shall be used for its general corporate purposes.

                  n.       SEVERABILITY. Whenever possible, each provision
hereof and of every Award granted hereunder shall be interpreted in a manner as
to be effective and valid under applicable law. If any provision hereof or of
any Award granted hereunder is held to be prohibited by or invalid under
applicable law, then (1) that provision shall be deemed amended to accomplish
the provision's objectives as originally written to the fullest extent permitted
by law and (2) all other provisions hereof and of every other Award granted
hereunder shall remain in full force and effect.

                  o.       CONSTRUCTION OF THE PLAN. The place of administration
of the Plan shall be in Delaware, and the validity, construction,
interpretation, administration, and effect hereof, its rules and regulations,
and rights relating hereto shall be determined solely 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.

                  p.       INTERPRETATION OF THE PLAN. Headings are given to the
sections hereof solely as a convenience for reference. Those headings and the
numbering and paragraphing hereof shall not be deemed in any way material or
relevant to the construction of any provision hereof. The use of a singular
shall also include within its meaning the plural, and vice versa, where
appropriate.

                  q.       NO STRICT CONSTRUCTION. No rule of strict
construction shall be implied against Wilmington Trust, the Committee, or any
other person interpreting any term of the Plan, any Award granted under the
Plan, or any rule or procedure the Committee establishes.

                  r.       COSTS AND EXPENSES. Wilmington Trust shall bear all
costs and expenses incurred in administering the Plan.

                                      -12-
<PAGE>

                  s.       UNFUNDED PLAN. The Plan shall be unfunded. Wilmington
Trust shall not be required to establish any special or separate fund or
otherwise segregate assets to assure payment of any Award.

                  t.       SURRENDER OF AWARDS. Any Award granted to a
Participant may be surrendered to Wilmington Trust for cancellation on terms the
Committee and the Participant approve.

                  10.      DEFINITIONS. For purposes of the Plan, capitalized
terms not otherwise defined herein have the following meanings:

                  a.       "Annual Retainer" means the payment(s) the Board of
Directors of each company the Compensation Committee designates to participate
in Section 8 determines from time to time to be the annual retainer payable each
year to each non-employee director thereof.

                  b.       "Award" means (1) any grant to a Participant of any
one or a combination of Incentive Stock Options, Nonstatutory Stock Options,
Performance Awards, or Other Awards or (2) shares of Wilmington Trust stock
received with respect to an Annual Retainer pursuant to Section 8.

                  c.       "Award Agreement" means a written agreement between
Wilmington Trust and a Participant or a written acknowledgement from Wilmington
Trust specifically setting forth the terms and conditions of an Award granted to
a Participant under the Plan.

                  d.       "Award Period" means, with respect to an Award, the
period of time, if any, set forth in the Award Agreement during which specified
performance goals must be achieved or other conditions set forth in the Award
Agreement must be satisfied.

                  e.       "Beneficiary" means an individual, trust, or estate
who or that, by will or the laws of descent and distribution, succeeds to a
Participant's rights and obligations under the Plan and an Award Agreement upon
the Participant's death.

                  f.       "Cause" means, with respect to a Participant who is
an employee of Wilmington Trust or one of its subsidiaries or affiliates or who
is a consultant, termination for, as the Committee determines in its sole and
absolute discretion, the Participant's personal dishonesty, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule, or regulation (other
than traffic violations or similar offenses), or a final cease-and-desist order.

                  g.       "Change in Control" means any of the events described
below, directly or indirectly or in one or more series of transactions. However,
the Committee may, in its sole and absolute discretion, specify in any Award
Agreement a more restrictive definition of Change in Control. In that event, the
definition of Change in Control set forth in that Award Agreement shall apply to
the Award granted thereunder:

                                      -13-
<PAGE>

                           (1) Approval by Wilmington Trust Company's ("WTC's")
or Wilmington Trust's shareholders of a consolidation or merger of WTC or
Wilmington Trust with any Third Party, unless WTC or Wilmington Trust is the
entity surviving that merger or consolidation;

                           (2) Approval by WTC's or Wilmington Trust's
shareholders 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 that is a Third
Party, without prior approval of WTC's or Wilmington Trust's Board of Directors,
by itself or through one or more persons or entities:

                                    (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

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

                           (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 (a) persons who were members of that Board of
Directors on February 29, 1996 (the "Effective Date") and/or (b) 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 (a)
and/or (b), 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
(a) above.

         A Change in Control shall not include any of the events described above
if they (x) 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,

                                      -14-
<PAGE>

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 (y) 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.

                  h.       "Code" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto. References to a section of
the Code shall include that section and any comparable section or sections of
any future legislation that amends, supplements, or supersedes that section.

                  i.       "Date of Grant" means the date designated by the Plan
or the Committee as the date as of which an Award is granted. The Date of Grant
shall not be earlier than the date on which the Committee approves the granting
of the Award.

                  j.       "Disability" means any physical or mental injury or
disease of a permanent nature that renders a Participant incapable of meeting
the requirements of the employment or other work the Participant performed
immediately before that disability commenced. The Committee shall make the
determination of whether a Participant is disabled and when the Participant
becomes disabled in its sole and absolute discretion.

                  k.       "Disability Date" means the date which is six months
after the date on which a Participant is first absent form active employment or
work due to a Disability.

                  l.       "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

                  m.       "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  n.       "Market Value Per Share" of a share of Wilmington
Trust stock means, as of any date, the last sale price of a share of Wilmington
Trust stock on that date on the principal national securities exchange on which
Wilmington Trust stock is then traded. If Wilmington Trust stock is not then
traded on a national securities exchange, "Market Value Per Share" shall mean
the last sale price or, if none, the average of the bid and asked prices of
Wilmington Trust stock on that date as reported on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"). However, if there were
no sales reported as of that date, the Market Value Per Share shall be computed
as of the last date preceding that date on which a sale was reported. If any
such exchange or quotation system is closed on any day on which the Market Value
Per Share is to be determined, the Market Value Per Share shall be determined as
of the first date immediately preceding that date on which that exchange or
quotation system was open for trading.

                                      -15-
<PAGE>

                  o.       "Normal Retirement Date" means the date on which a
Participant terminates active employment with the employer he or she was
employed with when he or she was last granted Awards on or after attaining age
65, but does not include termination for Cause.

                  p.       "Option" means any option to purchase Wilmington
Trust stock the Committee grants to a Participant under Section 5.

                  q.       "Other Retirement Date" means a date, on or after a
Participant attains age 55 but earlier than the Participant's Normal Retirement
Date, that the Committee in its sole and absolute discretion specifically
approves and designates in writing to be the date upon which a Participant
retires for purposes hereof, but does not include termination for Cause.

                  r.       "Participant" means any employee or director
(including, without limitation, a director who receives some or all of an Annual
Retainer in shares of Wilmington Trust Stock) of or consultant to Wilmington
Trust or any of its subsidiaries or affiliates whom the Committee selects to
receive Options, Performance Awards, or Other Awards.

                  s.       "Rule 16b-3" means Rule 16b-3 promulgated by the SEC
under Section 16 of the Exchange Act and any successor rule.

                  t.       "SEC" means the Securities and Exchange Commission.

                  u.       "Section 162(m)" means Section 162(m) of the Code and
its regulations.

                  v.       "Section 162(m) Participant" means a Participant a
portion of whose compensation would be subject to Section 162(m) and that
Wilmington Trust desires to deduct.

                  w.       "Subsidiary" means a company more than 50% of the
equity interests of which Wilmington Trust beneficially owns, directly or
indirectly.

                  x.       "Termination of Employment" means, with respect to an
employee Participant, the voluntary or involuntary termination of the
Participant's employment with Wilmington Trust or any of its subsidiaries or
affiliates for any reason (including, without limitation, death, Disability,
retirement, or as the result of the sale or other divestiture of the
Participant's employer or any similar transaction in which the Participant's
employer ceases to be Wilmington Trust or one of its subsidiaries or
affiliates). With respect to a consultant, Termination of Employment means
termination of the Participant's services as a consultant to Wilmington Trust or
one of its subsidiaries or affiliates.

                  y.       "Third Party" includes a person or entity or a group
of persons or entities acting in concert not wholly-owned by Wilmington Trust or
WTC, directly or indirectly.

                                      -16-
<PAGE>

                  z.       "Voting Stock" means the classes of stock of
Wilmington Trust or WTC entitled to vote generally in the election of directors
of Wilmington Trust or WTC, as the case may be.

                  aa.      "Wilmington Trust Stock" means Wilmington Trust's
common stock, par value $1 per share.

                                      -17-