##### 








---



##### 



SEVERANCE AGREEMENT
 th
 BACKGROUND
      Continued Employment
 Prior Severance Arrangements
 Effective Date
 1




---



##### 



Termination of Employment
 Requiring No Payments Under Paragraph 5
 (1)
    
    By either party for any reason before a
Change in Control, except as otherwise provided in Subparagraph
4(b)(3) below.(2)
    
    By either party for any reason at any
time more than two years after a Change in Control.(3)
    
    By Bank at any time, whether
contemporaneous with or subsequent to a Change in Control, due to
Cause (as that term is defined in Subparagraph 4(c) below) or upon
Employees death or Disability. For purposes hereof, the term
Disability means any physical or mental injury or disease of a
permanent nature which makes Employee incapable of meeting the
requirements of the employment performed immediately before the
commencement of that disability.(4)
    
    By Employee at any time, whether
contemporaneous with or subsequent to a Change in Control, upon his
or her retirement or resignation for reasons other than Good
Reason (as that term is defined in Subparagraph 4(d) below).
 Requiring Payments Under Paragraph 5
 (1)
    
    By Bank contemporaneously with or within
two years after a Change in Control for any reason other than (a)
for Cause or (b) upon Employees death or Disability;(2)
    
    By Employee, contemporaneously with or
within two years after a Change in Control, for Good Reason; or
 (3)
    
    Before a Change in Control occurs either
(1) by Bank other than for Cause or (2) by Employee for Good Reason,
and in either case it is reasonably demonstrated that that
termination of employment (x) was at the request of a Third Party
(as that term is defined in
 2




---



##### 



Subparagraph 4(e) below) that has taken
steps reasonably calculated to effect a Change in Control or (y)
otherwise arose in connection with or in anticipation of a Change in
Control.
 Definition of Cause
 Definition of Good Reason
 (1)
    
    Any material violation by Bank of its
obligations hereunder;(2)
    
    The assignment to Employee of any duties
inconsistent with the status of his or her position with Bank on the
day immediately preceding a Change in Control, or an alteration in the
nature or status of Employees duties and responsibilities that
renders Employees position to be of less responsibility or scope than
that which existed on the day immediately preceding the Change in
Control;(3)
    
    A reduction by Bank in Employees annual base
salary in effect on the day immediately preceding a Change in Control,
as the same may be increased from time to time thereafter, except for
proportional, across-the-board salary reductions similarly affecting
all of Banks employees;(4)
    
    The relocation of the office at which
Employee works to a location more than 25 miles from its location on
the day immediately preceding the Change in Control, or Banks
requiring Employee to be based anywhere other than that office, except
for required travel on Banks business to an extent substantially
consistent with Employees present business travel obligations; or(5)
    
    Any material reduction by Bank or Wilmington
Trust Corporation (Parent) of the benefits enjoyed by Employee under
any of Banks or Parents pension, retirement, profit-sharing,
savings, life insurance, medical, health-and-accident,disability, or other employee benefit plans, programs, or
arrangements in effect from time to time, the taking of any action
by Bank or Parent that would directly or indirectly materially
reduce any of those benefits or deprive Employee of any material
fringe benefits, or the failure by Bank to provide Employee with
the number of paid vacation days to which he or she is entitled on
the basis of years of service with Bank in accordance with Banks
normal vacation policy; provided, however,
 3




---



##### 



that this Subparagraph
4(d)(5) shall not apply to any proportional, across-the-board
reduction or action similarly affecting all employees of Bank or
Parent.
 Definition of Change In Control
 (1)
    
    A consolidation or merger of Bank or 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 of Directors, as the case may be, through one
or more subsidiaries:
 (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;(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 directors; 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 occurs of persons to Parents
Board of Directors that causes a majority of Parents Board of
Directors to consist of persons other than (a) persons who were
members of Parents Board of Directors on February 29, 1996 (the
Determination Date) and/or (b) persons who were nominated for
election as members of that Board of Directors by Parent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 Parents
 4




---



##### 



Board of Directors on the Determination Date;
provided, however, that any person nominated for election by Parent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 for this purpose be deemed to have been nominated by a
Board of Directors 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.
  Obligations of Bank Upon Termination of Employment
 Compensation
    5




---



##### 



Plus
 Reduced
  Benefits
 Other Entitlements.
 Limitations
 (1)
    
    Notwithstanding the foregoing or any other
provision hereof to the contrary, if Banks tax counsel determines
that any portion of any payment hereunder would constitute an excess
parachute payment, then the payments to be made to Employee hereunder
shall be reduced so that the value of the aggregate payments that
Employee is entitled to receive hereunder and under any other
agreement, plan, or
 6




---



##### 



program of Bank or Parent shall be one dollar less
than the maximum amount of payments which Employee may receive
without becoming subject to the tax imposed by Section 4999 of the
Code.(2)
    
    The parties intend that this Agreement shall
govern the rights and obligations of the parties with respect to
severance payments payable upon a termination of Employees employment
under circumstances described in Subparagraph 4(b) above. If the
Internal Revenue Service assesses an excise tax against Employee
pursuant to Sections 280G and 4999 of the Code, Bank shall be under no
obligation to Employee with respect to the amount of (a) that excise
tax or (b) any additional federal income tax due from and payable by
Employee as the result of his or her receipt of any payment hereunder.(3)
    
    Notwithstanding any provision hereof to the
contrary, Banks obligations hereunder shall be limited to the extent
required to comply with federal and state law.
 No Duty to Mitigate
 Miscellaneous
 General Creditor
 Notices
 (1
    )
    
    If to Bank, at:Wilmington Trust CompanyRodney Square North1100 North Market StreetWilmington, DE 19890Attention: Chairman of the Board
 7




---



##### 



(2
    )
    
    If to Employee, at the address set forth at the end hereof,
  Binding Effect; Benefits
 Costs of Enforcement
 Waiver
 Amendment
 Assignability
 Governing Law
 Section and Other Headings
 8




---



##### 



Withholding of Taxes
 Severability
 Counterparts
  WILMINGTON TRUST COMPANYBy:
    

-s- [ILLEGIBLE]Title:  Senior Vice President
 EMPLOYEE:/s/ Kevyn N. RakowskiName
    
    Kevyn N. RakowskiAddress
 9