EXHIBIT 10.1
 WILMINGTON TRUST CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




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Article I Purpose and Effective Date
    
    
    1Article II Definitions
    
    
    12.01 Administrator
    
    
    12.02 Average Annual Compensation
    
    
    12.03 Board
    
    
    12.04 Code
    
    
    12.05 Company
    
    
    12.06 Compensation
    
    
    12.07 Early Retirement
    
    
    22.08 Employee
    
    
    22.09 Normal Retirement
    
    
    22.10 Participant
    
    
    22.11 Pension Plan
    
    
    22.12 Plan
    
    
    22.13 Plan Year
    
    
    22.14 Postponed Retirement
    
    
    22.15 Social Security Taxable Wage Base
    
    
    32.16 Trust
    
    
    32.17 Year of Paticipation
    
    
    3Article III Eligibility for and Forfeiture of Plan Participation
    
    
    33.01. Commencement of Participation
    
    
    33.02. Termination for Cause
    
    
    33.03. Competition with Company
    
    
    43.04. Board Discretion
    
    
    43.05. Change in Control
    
    
    4Article IV Types of Retirement and Elections
    
    
    64.01. Early Retirement
    
    
    64.02. Normal Retirement
    
    
    64.03. Postponed Retirement
    
    
    64.04. Notice of Early Normal or Postponed Retirement
    
    
    64.05. Commencement of Benefits in Pension Plan
    
    
    6Article V Form of Benefits
    
    
    65.01. Form of Retirement Benefits
    
    
    65.02 Right to Elect
    
    
    75.03 No Death or Disability Benefits
    
    
    7Article VI Computation and Payment of Retirement Benefits
    
    
    76.01. Monthly Retirement Benefit
    
    
    76.02 Pension Plan Offset
    
    
    76.03 Early Retirement Reduction
    
    
    7Article VII Vesting
    
    
    77.01 Vesting Over 15 Years of Participation
    
    
    77.02 Vesting At 55 Years of Age and 10 Years of Participation
    
    
    8Article VIII Plan Administration
    
    
    88.01. Appointment of Administrator
    
    
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8.02. Authority of Administrator
    
    
    88.03. Expenses of Administrator
    
    
    88.04. Payment of Benefits
    
    
    88.05. Sufficiency of Assets in Trust
    
    
    88.06. Contributions to Trust/Investment of Trust Assets
    
    
    88.07. Indemnification
    
    
    8Article IX Contributions
    
    
    99.01. Company Contributions
    
    
    9Article X Maintenance of Accounts
    
    
    910.01. Separate Accounts
    
    
    910.02. No Interest in Assets
    
    
    9Article XI Amendment and Termination of the Plan
    
    
    911.01. Board Amendment or Termination
    
    
    9Article XII Claims Procedure
    
    
    912.01. Claims Procedure
    
    
    912.02. Review Procedure
    
    
    10Article XIII Miscellaneous
    
    
    1013.01. Anti-Alienation
    
    
    1013.02. No Right to Continue Employment
    
    
    1013.03. Applicable Law
    
    
    1013.04. Headings
    
    
    1013.05. Administrative Discretion
    
    
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WILMINGTON TRUST CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 Article I  Purpose and Effective Date
  Article II  Definitions




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Article III  Eligibility for and Forfeiture of Plan Participation
 Commencement of Participation
 Termination for Cause
 For any Reason
 For Cause
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Competition with Company
 Board Discretion
 Change in Control
 Nonforfeitability Upon Change in Control
 Change in Control Defined
 (1)
    
    A consolidation or merger of Wilmington Trust
Company (Bank) or Wilmington Trust Corporation (Parent) with any
third party (which includes a single person or entity or a group of
persons or entities acting in concert) not wholly-owned, directly or
indirectly, by Bank or Parent (a Third Party), unless Bank or Parent
is the entity surviving that merger or consolidation;(2)
    
    A transfer of all or substantially all of the
assets of Bank or Parent to a Third Party or a complete liquidation or
dissolution of Bank or Parent;(3)
    
    A Third Party, without the prior approval of
Banks or Parents Board, as the case may be, directly or indirectly,
through one or more subsidiaries or transactions:
 (a)
    
    Acquires beneficial ownership of
15% or more of any class of Banks or Parents voting stock;(b)
    
    Acquires irrevocable proxies
representing 15% or more of any class of Banks or Parents
voting stock;
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(c)
    
    Acquires any combination of
beneficial ownership of voting stock and irrevocable proxies
representing 15% or more of any class of Banks or Parents
voting stock;(d)
    
    Acquires the ability to control
in any manner the election of a majority of Banks or Parents
Board; or(e)
    
    Acquires the ability to directly
or indirectly exercise a controlling influence over the
management or policies of Bank or Parent;
 (4)
    
    Any election of persons to Parents Board which
causes a majority of Parents Board to consist of persons other than
(a) persons who were members of Parents Board on January 1, 2000
and/or (b) persons who were nominated for election as members of
Parents Board by Parents Board (or a committee thereof) at a time
when the majority of the Parents Board (or that committee) consisted
of persons who were members of Parents Board on January 1, 2000;
provided, however, that any person nominated for election by Parents
Board (or a committee thereof), a majority of whom are persons
described in clauses (a) and/or (b), or are persons who were themselves
nominated by that Board (or a committee thereof), shall for this
purpose be deemed to have been nominated by a Board composed of persons
described in clause (a) above; or(5)
    
    A determination is made by any regulatory
agency supervising Bank or Parent that a change in control, as
defined in the banking, insurance or securities laws or regulations
then applicable to Bank or Parent, has occurred.
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Article IV  Types of Retirement and Elections
 Early Retirement
 Normal Retirement
 Postponed Retirement
 Notice of Early Normal or Postponed Retirement
 Commencement of Benefits in Pension Plan
 Article V  Form of Benefits
 Form of Retirement Benefits
 Normal Form
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Post-Retirement Survivor Option
 Right to Elect
 No Death or Disability Benefits
 Article VI  Computation and Payment of Retirement Benefits
 Monthly Retirement Benefit
 Pension Plan Offset
 Early Retirement Reduction
 Article VII  Vesting
 Vesting Over 15 Years of Participation
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Year of Participation in the Plan
    
    Vested %0-5th Year
    
    0.0%6th Year
    
    40.0%7th Year
    
    46.7%8th Year
    
    53.3%9th Year
    
    60.0%10th Year
    
    66.7%11th Year
    
    73.3%12th Year
    
    80.0%13th Year
    
    86.7%14th Year
    
    93.3%15th and later
    
    100.0%
 Vesting At 55 Years of Age and 10 Years of Participation
 Article VIII  Plan Administration
 Appointment of Administrator
 Authority of Administrator
 Expenses of Administrator
 Payment of Benefits
 Sufficiency of Assets in Trust
 Contributions to Trust/Investment of Trust Assets
 Indemnification
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Article IX  Contributions
 Company Contributions
 Article X  Maintenance of Accounts
 Separate Accounts
 No Interest in Assets
 Article XI  Amendment and Termination of the Plan
 Board Amendment or Termination
 Article XII  Claims Procedures
 Claims Procedure
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Review Procedures
  Article XIII  Miscellaneous
 Anti-Alienation
 No Right to Continue Employment
 Applicable Law
 Headings
 Administrative Discretion
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ATTEST:
    
    
    
    WILMINGTON TRUST CORPORATION/s/
Michael A. DiGregorio
    
    
    
    By:
    
    /s/
Ted T. CecalaSecretary
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