**SEVERANCE AGREEMENT**     THIS AGREEMENT is made as of the 19th day of December, 2000 between WILMINGTONTRUST OF PENNSYLVANIA, a Pennsylvania-chartered bank and trust company (the “Bank”), and MARK A.GRAHAM (“Employee”).**BACKGROUND**     A. Bank currently employs Employee and considers Employee a key employee.     B. Bank desires to retain Employee’s services.     C. Bank has from time to time made payments and provided benefits to employees who haveterminated employment with Bank (the “Prior Severance Arrangements”).     D. Bank and Employee desire to set forth the amounts payable and benefits Bank will provideEmployee in the event of a termination of Employee’s employment with Bank 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 Bank’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 Bank’s policiesand practices in effect on the date hereof, and from time to time hereafter, Employee shallcontinue his employment with Bank and devote his best efforts to duties which may be assigned tohim by Bank from time to time.     2. Prior Severance Arrangements. Except as set forth herein, if Employee’s employmentwith Bank is terminated under circumstances in which Bank is required to make payment to himpursuant 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 Bank may have had in effect, currently sponsors or adopts hereafter.Notwithstanding the preceding sentence, if Employee’s employment with Bank is terminated undercircumstances in which Bank 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.
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     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 thetermination of Employee’s employment with Bank, unless terminated earlier by the parties inwriting. The completion of six months of employment with Bank by Employee in accordance withParagraph 1 above shall not be a condition precedent to the effectiveness hereof or to the paymentof amounts or the provision of benefits hereunder if Employee’s employment with Bank is terminatedunder the circumstances described in Subparagraph 4(b) below.     4. Termination of Employment.          a. Requiring No Payments Under Paragraph 5. If Employee’s employment with Bank isterminated under any of the following circumstances, no payments shall be or become due and owinghereunder, and Bank shall have no other obligation under Paragraph 5 below: (1) By either party for any reason before a Changein Control, except as otherwise provided in Subparagraph 4(b)(3) below.  (2) By either party for any reason at any time morethan two years after a Change in Control.  (3) By Bank at any time, whether contemporaneouswith or subsequent to a Change in Control, due to “Cause” (as that termis defined in Subparagraph 4(c) below) or upon Employee’s death orDisability. For purposes hereof, the term “Disability” means anyphysical or mental injury or disease of a permanent nature which makesEmployee incapable of meeting the requirements of the employmentperformed immediately before the commencement of that disability.  (4) By Employee at any time, whethercontemporaneous with or subsequent to a Change in Control, upon hisretirement or resignation for reasons other than “Good Reason” (as thatterm is defined in Subparagraph 4(d) below).          b. Requiring Payments Under Paragraph 5. If Employee’s employment with Bank isterminated under any of the following circumstances, Bank shall make the payments and provide thebenefits set forth in Paragraph 5 below: (1) By Bank contemporaneously with or within twoyears after a Change in Control for any reason other than (a) for Causeor (b) upon Employee’s death or Disability;  (2) By Employee, contemporaneously with or within two years after aChange in Control, for Good Reason; or
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 (3) Before a Change in Control occurs either (1) byBank other than for Cause or (2) by Employee for Good Reason, and ineither case it is reasonably demonstrated that that termination ofemployment (x) was at the request of a Third Party (as that term isdefined in Subparagraph 4(e) below) that has taken steps reasonablycalculated to effect a Change in Control or (y) otherwise arose inconnection with 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 or regulation(other than 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 Bank of itsobligations hereunder;  (2) The assignment to Employee of any dutiesinconsistent with the status of his position with Bank on the dayimmediately 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 Bank 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 Bank’s employees;  (4) The relocation of Bank’s principal executive offices to alocation more than 25 miles from Villanova, Pennsylvania or Bank’srequiring Employee to be based anywhere other than Bank’s principalexecutive offices, except for required travel on Bank’s business to anextent substantially consistent with Employee’s present business travelobligations; or  (5) Any material reduction by Bank or WilmingtonTrust Corporation (“Parent”) of the benefits enjoyed by Employee underany of Bank’s or Parent’s pension, retirement, profit-sharing, savings,life insurance,
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   medical, health-and-accident, disability or otheremployee benefit plans, programs or arrangements in effect from time totime, the taking of any action by Bank or Parent that would directly orindirectly materially reduce any of those benefits or depriveEmployee of any material fringe benefits, or the failure by Bank toprovide Employee with the number of paid vacation days to which heis entitled on the basis of years of service with Bank in accordancewith Bank’s normal vacation policy; provided, however, that thisSubparagraph 4(d)(5) shall not apply to any proportional,across-the-board reduction or action similarly affecting allemployees of Bank 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 Bank, WilmingtonTrust Company (“WTC”) or Parent with any third party (which includes asingle person or entity or a group of persons or entities acting inconcert) not wholly-owned, directly or indirectly, by Bank, WTC orParent (a “Third Party”), unless Bank, WTC or Parent, as the case maybe, is the entity surviving that merger or consolidation;  (2) A transfer of all or substantially all of theassets of Bank, WTC or Parent to a Third Party or a completeliquidation or dissolution of Bank, WTC or Parent;  (3) A Third Party, without the prior approval ofBank’s, WTC’s or Parent’s Board of Directors, as the case may be,through one or more subsidiaries: (a) Acquires beneficial ownership of15% or more of any class of Bank’s, WTC’s or Parent’s votingstock;  (b) Acquires irrevocable proxies representing 15% or more ofany class of Bank’s, WTC’s or Parent’s voting stock;  (c) Acquires any combination ofbeneficial ownership of voting stock and irrevocable proxiesrepresenting 15% or more of any class of Bank’s, WTC’s orParent’s voting stock;  (d) Acquires the ability to controlin any manner the election of a majority of Bank’s, WTC’s orParent’s directors; or
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 (e) Acquires the ability to directlyor indirectly exercise a controlling influence over themanagement or policies ofBank, WTC 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 the Effective Date and/or (b) personswho were nominated for election as members of that Board of Directorsby Parent’s Board of Directors (or a committee thereof) at a time whenthe majority of that Board of Directors (or that committee) consistedof persons who were members of Parent’s Board of Directors on theEffective Date; provided, however, that any person nominated forelection by Parent’s Board of Directors (or a committee thereof), amajority of whom are persons described in clauses (a) and/or (b), orare persons who were themselves nominated by that Board of Directors(or a committee thereof), shall for this purpose be deemed to have beennominated by a Board of Directors composed of persons described inclause (a) above; or  (5) A determination is made by any regulatoryagency supervising Bank or Parent that a change in control, as definedin the banking, insurance or securities laws or regulations thenapplicable to Bank or Parent, has occurred.     Notwithstanding any provision herein to the contrary, a Change in Control shall notinclude any of the events described above if they (x) are related to or occur in connection withthe appointment of a receiver or conservator for Bank, WTC or Parent, provision of assistance underSection 13(c) of the Federal Deposit Insurance Act (the “FDI Act”), the approval of a supervisorymerger, a determination that Bank 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 the suspension, removaland/or temporary or permanent prohibition by a regulatory agency of Employee from participation inthe conduct of Bank’s, WTC’s or Parent’s business or (y) are the result of a Third Partyinadvertently acquiring beneficial ownership of or irrevocable proxies for or a combination of bothfor 15% or more of any class of Bank’s, WTC’s or Parent’s voting stock, and that Third Party aspromptly as practicable thereafter divests itself of the beneficial ownership of or irrevocableproxies for a sufficient number of shares so that that Third Party no longer has beneficialownership or irrevocable proxies or a combination of both for 15% or more of any class of Bank’s,WTC’s or Parent’s voting stock.
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     5. Obligations of Bank Upon Termination of Employment. Upon termination of Employee’semployment with Bank 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) Bank shall pay Employee within ten days after the terminationof his employment a lump sum payment equal to the aggregate of 100% of thefuture Monthly Compensation Employee would have received if he had continued inBank’s employ until 36 months after the termination of his 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 rateis published) on U.S. treasury bills with maturities of one and one-half years.  (2) For purposes hereof, the term “Monthly Compensation” means:  (a) The gross salary and wages paid or payable to Employee by Bankfor the month preceding the termination of his or her employment and which isreportable on Form W-2 or any substitute therefor (unless a reduction inEmployee’s base salary preceded Employee’s resignation or retirement for GoodReason, in which case in determining Monthly Compensation Bank shall useEmployee’s highest base salary in effect during the twelve-month period beforethe termination of his or her employment);  (b) Plus one-twelfth of amounts paid or payable by Bank toEmployee in respect of all bonuses and incentive payments for Bank’s mostrecently completed fiscal year (including, without limitation, Bank’s ExecutiveIncentive Plan and Profit-Sharing Bonus Plan);  (c) Reduced by (i) any amounts imputed under the InternalRevenue Code of 1986, as amended (the “Code”), and regulations issued pursuantthereto and (ii) amounts attributable to moving and travel expenses and tuitionpayments.   For purposes hereof, income Employee realizes from the exercise of stock options andvacation time that has accrued but not been taken shall not be considered indetermining “Monthly Compensation.” b. Benefits. For three years after the termination ofEmployee’s employment, at Bank’s expense, Employee shall participate in and becovered by all health, medical, life and disability plans, programs, policiesand arrangements of Bank applicable to employees, whether funded or unfunded;provided, however, that, if any administrator or insurance carrier contestsEmployee’s
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   participation in or coverage under that plan, program, policy orarrangement, then in respect of insurance arrangements, Bank shall, at its owncost or expense, cause equivalent insurance coverage to be provided and, inrespect of arrangements other than insurance, make cash payments to Employee inan amount equal to the amount which would have been contributed by Bank withrespect to Employee at the times those amounts would have been contributed; andprovided further that, to the extent Bank has an obligation toprovide continuation coverage under Section 4980(B)(f) of the Code, theperiod for which benefits are provided under this Subparagraph 5(b)constitutes a portion of that continuation coverage. Notwithstanding theforegoing, any payments made to Employee pursuant hereto, or otherwise, aresubject to and conditioned upon their compliance with 12 U.S.C. § 1828(k)and any regulations promulgated thereunder.  c. Limitations. (1) Notwithstanding the foregoing or any otherprovision hereof to the contrary, if Bank’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 entitled to receive hereunder and under any otheragreement, plan or program of Bank or Parent shall be one dollar lessthan the maximum amount of payments which Employee may receive withoutbecoming subject 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, Bank 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 receipt of any payment hereunder.     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 result ofemployment with another employer, self-employment or any amount received from any of Bank’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.
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     7. Miscellaneous.          a. General Creditor. All payments required hereunder shall be made from Bank’s generalassets, and Employee shall have no rights greater than the rights of a general creditor of Bank.          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 deliveredpersonally or sent by certified mail, return receipt requested, first-class postage prepaid,or by a nationally recognized overnight mail carrier, to the parties hereto at the followingaddresses: (1) If to Bank, at:    Wilmington Trust of Pennsylvania