**SEVERANCE AGREEMENT**     THIS AGREEMENT is made as of the 22nd day of February, 2006 between WILMINGTONTRUST INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (“WTIM”), and Robert M.Balentine (“Employee”).**BACKGROUND**     A. WTIM currently employs Employee and considers Employee a key employee.     B. WTIM desires to retain Employee’s services.     C. WTIM has from time to time made payments and provided benefits to employees who haveterminated employment with WTIM (the “Prior Severance Arrangements”).     D. WTIM and Employee desire to set forth the amounts payable and benefits WTIM will provideEmployee in the event of a termination of Employee’s employment with WTIM under the circumstancesset forth herein after a Change in Control (as that term is defined in Subparagraph 4(e) below).     NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants contained herein,the parties hereto, intending to be legally bound hereby, agree as follows:     1. Continued Employment. In reliance upon WTIM’s promises contained herein, Employeeagrees that, for a period of not less than six months commencing on the date first set forth above,and subject to reasonable absences for illness, holiday, and vacation pursuant to WTIM’s policiesand practices in effect on the date hereof, and from time to time hereafter, Employee shallcontinue his or her employment with WTIM and devote his or her best efforts to duties which may beassigned to him or her by WTIM from time to time.     2. Prior Severance Arrangements. Except as set forth herein, if Employee’s employmentwith WTIM is terminated under circumstances in which WTIM is required to make payment to him or herpursuant to Paragraph 5 below, Employee shall make no claim or demand arising or alleged to arisefrom any severance plan, program, policy, or arrangement (including, without limitation, any PriorSeverance Arrangement) which WTIM may have had in effect, currently sponsors, or adopts hereafter.Notwithstanding the preceding sentence, if Employee’s employment with WTIM is terminated undercircumstances in which WTIM is required to make payment to him pursuant to Paragraph 5 below,Employee or Employee’s spouse, heirs, estate or personal representative, as the case may be, shallbe entitled to receive any benefits payable under any employee benefit plan, program, policy orarrangement which may then be in effect and which is not a severance plan, program, policy orarrangement.     3. Effective Date. This Agreement shall be effective as of the date first writtenabove (the “Effective Date”) and continue and remain in full force and effect until the terminationof
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Employee’s employment with WTIM, unless terminated earlier by the parties in writing. Thecompletion of six months of employment with WTIM by Employee in accordance with Paragraph 1 aboveshall not be a condition precedent to the effectiveness hereof or to the payment of amounts or theprovision of benefits hereunder if Employee’s employment with WTIM is terminated under thecircumstances described in Subparagraph 4(b) below.     4. Termination of Employment.       a. Requiring No Payments Under Paragraph 5. If Employee’s employment with WTIM isterminated under any of the following circumstances, no payments shall be or become due and owinghereunder, and WTIM shall have no other obligation under Paragraph 5 below: (1) By either party for any reason before aChange in Control, except as otherwise provided in Subparagraph4(b)(3) below.  (2) By either party for any reason at any timemore than two years after a Change in Control.  (3) By WTIM at any time, whethercontemporaneous with or subsequent to a Change in Control, due to“Cause” (as that term is defined in Subparagraph 4(c) below) or uponEmployee’s death or Disability. For purposes hereof, the term“Disability” means any physical or mental injury or disease of apermanent nature which makes Employee incapable of meeting therequirements of the employment performed immediately before thecommencement of that disability.  (4) By Employee at any time, whethercontemporaneous with or subsequent to a Change in Control, upon hisor her retirement or resignation for reasons other than “Good Reason”(as that term is defined in Subparagraph 4(d) below).     b. Requiring Payments Under Paragraph 5. If Employee’s employment with WTIM isterminated under any of the following circumstances, WTIM shall make the payments and provide thebenefits set forth in Paragraph 5 below: (1) By WTIM contemporaneously with or withintwo years after a Change in Control for any reason other than (a) forCause or (b) upon Employee’s death or Disability;  (2) By Employee, contemporaneously with orwithin two years after a Change in Control, for Good Reason; or  (3) Before a Change in Control occurs either(1) by WTIM other than for Cause or (2) by Employee for Good Reason,and in either case it is reasonably demonstrated that thattermination of employment (x) was at the request of a Third Party (asthat term is defined in
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   Subparagraph 4(e) below) that has taken steps reasonably calculatedto effect a Change in Control or (y) otherwise arose in connectionwith or in anticipation of a Change in Control.          c. Definition of “Cause”. For purposes hereof, the term “Cause” shall mean Employee’spersonal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit,intentional failure to perform stated duties, willful violation of any law, rule, regulation (otherthan traffic violations or similar offenses), or a final cease-and-desist order, or a materialviolation of any provision hereof.          d. Definition of “Good Reason”. For purposes hereof, the term “Good Reason” shall,absent Employee’s written consent to the contrary, mean: (1) Any material violation by WTIM of itsobligations hereunder;  (2) The assignment to Employee of any dutiesinconsistent with the status of his or her position with WTIM on theday immediately preceding a Change in Control, or an alteration in thenature or status of Employee’s duties and responsibilities that rendersEmployee’s position to be of less responsibility or scope than thatwhich existed on the day immediately preceding the Change in Control;  (3) A reduction by WTIM in Employee’s annual basesalary in effect on the day immediately preceding a Change in Control,as the same may be increased from time to time thereafter, except forproportional, across-the-board salary reductions similarly affectingall of WTIM’s employees;  (4) The relocation of the office at which Employeeworks to a location more than 25 miles from its location on the dayimmediately preceding the Change in Control, or WTIM’s requiringEmployee to be based anywhere other than that office, except forrequired travel on WTIM’s business to an extent substantiallyconsistent with Employee’s present business travel obligations; or  (5) Any material reduction by WTIM or WilmingtonTrust Corporation (“Parent”) of the benefits enjoyed by Employee underany of WTIM’s or Parent’s pension, retirement, profit-sharing, savings,life insurance, medical, health-and-accident, disability, or otheremployee benefit plans, programs, or arrangements in effect from timeto time, the taking of any action by WTIM or Parent that would directlyor indirectly materially reduce any of those benefits or depriveEmployee of any material fringe benefits, or the failure by WTIM toprovide Employee with the number of paid vacation days to which he orshe is entitled on the basis of years of service with WTIM inaccordance with WTIM’s normal vacation policy; provided, however,
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   that this Subparagraph 4(d)(5) shall not apply to any proportional,across-the-board reduction or action similarly affecting allemployees of WTIM or Parent.          e. Definition of “Change In Control”. For purposes hereof, a “Change in Control”shall mean the occurrence, after the Effective Date, of any of the following events, directly orindirectly or in one or more series of transactions: (1) A consolidation or merger of WTIM or Parentwith any third party (which includes a single person or entity or agroup of persons or entities acting in concert) not wholly-owned,directly or indirectly, by WTIM or Parent (a “Third Party”), unlessWTIM or Parent is the entity surviving that merger or consolidation;  (2) A transfer of all or substantially all of theassets of WTIM or Parent to a Third Party or a complete liquidation ordissolution of WTIM or Parent;  (3) A Third Party, without the prior approval ofWTIM’s or Parent’s Board of Directors, as the case may be, through oneor more subsidiaries: (a) Acquires beneficial ownership of15% or more of any class of WTIM’s or Parent’s voting stock;  (b) Acquires irrevocable proxiesrepresenting 15% or more of any class of WTIM’s or Parent’svoting stock;  (c) Acquires any combination ofbeneficial ownership of voting stock and irrevocable proxiesrepresenting 15% or more of any class of WTIM’s or Parent’svoting stock;  (d) Acquires the ability to controlin any manner the election of a majority of WTIM’s or Parent’sdirectors; or  (e) Acquires the ability to directlyor indirectly exercise a controlling influence over themanagement or policies of WTIM or Parent; (4) Any election occurs of persons to Parent’sBoard of Directors that causes a majority of Parent’s Board ofDirectors to consist of persons other than (a) persons who were membersof Parent’s Board of Directors on February 29, 1996 (the “DeterminationDate”) and/or (b) persons who were nominated for election as members ofthat Board of Directors by Parent’s Board of Directors (or a committeethereof) at a time when the majority of that Board of Directors (orthat
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   committee) consisted of persons who were members of Parent’s Board ofDirectors on the Determination Date; provided, however, that anyperson nominated for election by Parent’s Board of Directors (or acommittee thereof), a majority of whom are persons described inclauses (a) and/or (b), or are persons who were themselves nominatedby that Board of Directors (or a committee thereof), shall for thispurpose be deemed to have been nominated by a Board of Directorscomposed of persons described in clause (a) above; or (5) A determination is made by any regulatoryagency supervising WTIM or Parent that a change in control, as definedin banking, insurance or securities laws or regulations then applicableto WTIM or Parent, has occurred.     Notwithstanding any provision herein to the contrary, a Change in Control shall not includeany of the events described above if they (x) are related to or occur in connection with theappointment of a receiver or conservator for WTIM or Parent, provision of assistance under Section13(c) of the Federal Deposit Insurance Act (the “FDI Act”), the approval of a supervisory merger, adetermination that WTIM is in default as defined in Section 3(x) of the FDI Act, insolvent, or inan unsafe or unsound condition to transact business or the suspension, removal, and/or temporary orpermanent prohibition by a regulatory agency of Employee from participation in the conduct ofWTIM’s or Parent’s business or (y) are the result of a Third Party inadvertently acquiringbeneficial ownership of or irrevocable proxies for or a combination of both for 15% or more of anyclass of WTIM’s or Parent’s voting stock, and that Third Party as promptly as practicablethereafter divests itself of the beneficial ownership of or irrevocable proxies for a sufficientnumber of shares so that that Third Party no longer has beneficial ownership or irrevocable proxiesor a combination of both for 15% or more of any class of WTIM’s or Parent’s voting stock.     5. Obligations of WTIM Upon Termination of Employment. Upon termination of Employee’semployment with WTIM under the circumstances set forth in Subparagraph 4(b) above, notwithstandingthat termination, Employee shall be entitled to receive the following payments and provided thefollowing benefits:          a. Compensation.               (1) WTIM shall pay Employee within ten days after the termination of his or her employment alump sum payment equal to the aggregate of 100% of the future Monthly Compensation Employee wouldhave received if he or she had continued in WTIM’s employ until 36 months after the termination ofhis or her employment, discounted to present value at a discount rate equal to the per annum rateoffered on that termination date (or the next preceding date on which that rate is published) onU.S. Treasury bills with maturities of one and one-half years.               (2) For purposes hereof, the term “MonthlyCompensation” means:                    (a) The gross salary and wages paid or payable to Employee by WTIM for the month preceding thetermination of his or her employment and which is reportable on
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Form W-2 or any substitute therefor (unless a reduction in Employee’s base salary precededEmployee’s resignation or retirement for Good Reason, in which case in determining MonthlyCompensation WTIM shall use Employee’s highest base salary in effect during the twelve-month periodbefore the termination of his or her employment);                    (b) Plus one-twelfth of amounts paid or payable by WTIM to Employee in respect of allbonuses and incentive payments for WTIM’s most recently completed fiscal year (including, withoutlimitation, WTIM’s executive incentive plan);                    (c) Reduced by (i) any amounts imputed under the Internal Revenue Code of 1986, asamended (the “Code”), and regulations issued pursuant thereto and (ii) amounts attributable tomoving and travel expenses and tuition payments.          For purposes hereof, income Employee realizes from the exercise of stock options and vacationtime that has accrued but not been taken shall not be considered in determining “MonthlyCompensation.”          b. Benefits. For three years after the termination of Employee’s employment, atWTIM’s expense, Employee shall participate in and be covered by all health, medical, life, anddisability plans, programs, policies, and arrangements of WTIM applicable to employees, whetherfunded or unfunded; provided, however, that, if any administrator or insurance carrier contestsEmployee’s participation in or coverage under that plan, program, policy, or arrangement, then inrespect of insurance arrangements, WTIM shall, at its own cost or expense, cause equivalentinsurance coverage to be provided and, in respect of arrangements other than insurance, make cashpayments to Employee in an amount equal to the amount which would have been contributed by WTIMwith respect to Employee at the times those amounts would have been contributed; and providedfurther that, to the extent WTIM has an obligation to provide continuation coverage under Section4980(B)(f) of the Code, the period for which benefits are provided under this Subparagraph 5(b)constitutes a portion of that continuation coverage. Notwithstanding the foregoing, any paymentsmade to Employee pursuant hereto, or otherwise, are subject to and conditioned upon theircompliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder.          c. Other Entitlements. Any amounts payable under this Paragraph 5 shall be inaddition to any payments or benefits to which Employee or his or her spouse, beneficiaries, orestate may be entitled as of the date of termination pursuant to any pension plan, profit-sharingplan, employee benefit plan, or insurance policy maintained by WTIM (except as otherwise providedin Paragraph 2 of this Agreement) and any base salary, bonus, or other cash entitlement earned butunpaid as of the date of termination.          d. Limitations. (1) Notwithstanding the foregoing or any otherprovision hereof to the contrary, if WTIM’s tax counsel determines thatany portion of any payment hereunder would constitute an “excessparachute payment,” then the payments to be made to Employee hereundershall be reduced so that the value of the aggregate payments thatEmployee is
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   entitled to receive hereunder and under any other agreement, plan, orprogram of WTIM or Parent shall be one dollar less than the maximumamount of payments which Employee may receive without becomingsubject to the tax imposed by Section 4999 of the Code.  (2) The parties intend that this Agreement shallgovern the rights and obligations of the parties with respect toseverance payments payable upon a termination of Employee’s employmentunder circumstances described in Subparagraph 4(b) above. If theInternal Revenue Service assesses an excise tax against Employeepursuant to Sections 280G and 4999 of the Code, WTIM shall be under noobligation to Employee with respect to the amount of (a) that excisetax or (b) any additional federal income tax due from and payable byEmployee as the result of his or her receipt of any payment hereunder.  (3) Notwithstanding any provision hereof to thecontrary, WTIM’s obligations hereunder shall be limited to the extentrequired to comply with federal and state law.     6. No Duty to Mitigate. Employee shall not be required to mitigate the amount of anypayment required hereunder by seeking other employment or otherwise, nor shall the amount paidhereunder be reduced or offset by any compensation earned or received by Employee as a result ofemployment with another employer, self-employment, or any amount received from any of WTIM’s otherplans, programs, policies, or arrangements; provided that benefits provided under Subparagraph 5(b)above shall be reduced to the extent that comparable benefits are actually received by Employeefrom or through another employer.     7. Miscellaneous.          a. General Creditor. All payments required hereunder shall be made from WTIM’sgeneral assets, and Employee shall have no rights greater than the rights of a general creditor ofWTIM.          b. Notices. All notices and other communications required or permitted to be givenhereunder shall be in writing and shall be deemed to have been duly given if delivered personallyor sent by certified mail, return receipt requested, first-class postage prepaid, or by anationally recognized overnight mail carrier, to the parties hereto at the following addresses: (1) If to WTIM, at:    Wilmington Trust Investment Management, LLC