exv10w3







Exhibit
10.3




	 
			
	 	 	

Wilmington
Trust Corporation

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001




December 12, 2008




Via Hand Delivery 




Ted T. Cecala

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890





			
	Re:	 	United States Department of Treasury Troubled Asset Relief Program (“TARP”)


Capital Purchase Program (“CPP”)                                                                         
 





Dear Ted:




          Wilmington Trust Corporation (the “Company”) anticipates entering into a Securities Purchase
Agreement (the “Purchase Agreement”) with the United States Department of the Treasury (“Treasury”)
that provides for the Company’s participation in the CPP. If the Company does not participate or
ceases at any time to participate in the CPP, this letter shall be of no further force and effect.




          For the Company to participate in the CPP and as a condition to the closing of the investment
by the Treasury contemplated by the Purchase Agreement, the Company is required to establish
certain standards for incentive compensation to its senior executive officers, as defined by TARP
(an “SEO”), and to make certain changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits you will receive as a result of the Company’s
participation in the CPP, you agree as follows:



 




	 	1.	 	No Golden Parachute Payments. The Company is prohibiting any Golden
Parachute Payment to you during any “CPP Covered Period.” A “CPP
Covered Period” is any period during which Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	2.	 	Recovery of Bonus and Incentive Compensation. Any bonus or incentive
compensation paid to you during a CPP Covered Period is subject to
recovery, or “clawback,” by the Company if the payments were based on
materially inaccurate financial statements or any other materially
inaccurate performance metric criteria. You will repay us any such
amounts within 90 days of our notice to you that any such compensation
has been paid to you.
	 
	 	3.	 	Compensation Program Amendments. Each of the Company’s compensation,
bonus, incentive, and other benefit plans, arrangements, and
agreements (including golden parachute, severance, and employment
agreements) (collectively, “Compensation




 









 








	 	 	 	Arrangements”)
with respect
to you hereby is amended to the extent necessary to give effect to
Sections 1 and 2 above. You hereby release and forever discharge the
Company and its affiliates, successors, and assigns (each, a
“Releasee”) from any and all claims, both at law and in equity, in
connection with this letter’s modification of your Compensation
Arrangements. You hereby further irrevocably covenant to refrain
from, directly or indirectly, asserting any claim or demand, or
commencing or instituting any proceeding of any kind, against any
Releasee based upon any matter purported to be released in this
Section 3.
	 
	 	 	 	In addition, as a result of the Company’s participation in the CPP, it is required to review
its Compensation Arrangements to ensure they do not encourage SEOs to take unnecessary or
excessive risks that threaten the value of the Company. To the extent any such review
requires revisions to any Compensation Arrangements with respect to you, you and the Company
agree to negotiate such changes promptly and in good faith.
	 
	 
	 	 	 	Sections (1) and (2) of this letter are intended to, and will be interpreted, administered,
and construed to, comply with Section 111 of EESA (and, to the maximum extent consistent
with the foregoing, to permit operation of the Compensation Arrangements in accordance with
their terms before giving effect to this letter).
	 
	 	4.	 	Miscellaneous. To the extent of any conflict or inconsistency between
the terms of this letter and the terms of any Compensation
Arrangement, the terms of this letter will supersede the conflicting
or inconsistent terms of that Compensation Arrangement. To the extent
not subject to federal law, this letter will be governed by and
construed in accordance with Delaware law. This letter may be
executed in two or more counterparts, each of which will be deemed an
original. A signature transmitted by facsimile will be deemed an
original signature.
	 





          Capitalized terms not defined herein have the meanings given to them in the attached appendix.
Please acknowledge your agreement to these terms by signing and completing the date on the
appropriate lines below.



 



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert V.A. Harra Jr.	 	 
	 

	 	Name:
	 	 

Robert V.A. Harra Jr.
	 	 
	 

	 	Title:
	 	President	 	 






 









 







 


Intending to be legally bound, I agree
 with and accept the foregoing terms 

on
the date set forth below.



 



	 	 	 
	/s/ Ted T. Cecala 

Ted T. Cecala

	 	 
	 
	 	 
	Date: December
12, 2008







 









 






Definitions
and Interpretation. Capitized terms herein have the  meanings set forth below:




 




	•	 	“Senior Executive Officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	•	 	“Golden Parachute Payment” has the same meaning as in
Section 111(b)(2)(C) of EESA.
	 
	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008, as
published in the Federal Register on October 20, 2008 and, as
implemented by guidance or regulation issued by the Department of the
Treasury.
	 
	•	 	“Company” includes any entities treated as a single employer with the
Company under 31 C.F.R. § 30.1(b) (as in effect on the closing date
under the Purchase Agreement (the “Closing Date”)). You also will
deliver a waiver pursuant to the Purchase Agreement, and, as between
the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.
	 
	•	 	“CPP Covered Period” shall be limited by, and interpreted in a manner
consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
 
	 
	•	 	Sections (1) and (2) of this letter are intended to, and will be
interpreted, administered, and construed to, comply with Section 111
of EESA (and, to the maximum extent consistent with the foregoing, to
permit operation of the Benefit Plans in accordance with their terms
before giving effect to this letter).




 









 






	 
			
	 	 	

Wilmington
Trust Corporation

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001





December 12, 2008




Via Hand Delivery 




Robert V.A. Harra Jr.

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890





			
	Re:	 	United States Department of Treasury Troubled Asset Relief Program (“TARP”)

Capital Purchase Program (“CPP”)                                                                         
 





Dear Bob:




          Wilmington Trust Corporation (the “Company”) anticipates entering into a Securities Purchase
Agreement (the “Purchase Agreement”) with the United States Department of the Treasury (“Treasury”)
that provides for the Company’s participation in the CPP. If the Company does not participate or
ceases at any time to participate in the CPP, this letter shall be of no further force and effect.




          For the Company to participate in the CPP and as a condition to the closing of the investment
by the Treasury contemplated by the Purchase Agreement, the Company is required to establish
certain standards for incentive compensation to its senior executive officers, as defined by TARP
(an “SEO”), and to make certain changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits you will receive as a result of the Company’s
participation in the CPP, you agree as follows:





	 	1.	 	No Golden Parachute Payments. The Company is prohibiting any Golden
Parachute Payment to you during any “CPP Covered Period.” A “CPP
Covered Period” is any period during which Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	2.	 	Recovery of Bonus and Incentive Compensation. Any bonus or incentive
compensation paid to you during a CPP Covered Period is subject to
recovery, or “clawback,” by the Company if the payments were based on
materially inaccurate financial statements or any other materially
inaccurate performance metric criteria. You will repay us any such
amounts within 90 days of our notice to you that any such compensation
has been paid to you.
	 
	 	3.	 	Compensation Program Amendments. Each of the Company’s compensation,
bonus, incentive, and other benefit plans, arrangements, and
agreements (including golden parachute, severance, and employment
agreements) (collectively, “Compensation




 









 







	 	 	 	Arrangements”) with respect
to you hereby is amended to the extent necessary to give effect to
Sections 1 and 2 above. You hereby release and forever discharge the
Company and its affiliates, successors, and assigns (each, a
“Releasee”) from any and all claims, both at law and in equity, in
connection with this letter’s modification of your Compensation
Arrangements. You hereby further irrevocably covenant to refrain
from, directly or indirectly, asserting any claim or demand, or
commencing or instituting any proceeding of any kind, against any
Releasee based upon any matter purported to be released in this
Section 3.
	 
	 	 	 	In addition, as a result of the Company’s participation in the CPP, it is required to review
its Compensation Arrangements to ensure they do not encourage SEOs to take unnecessary or
excessive risks that threaten the value of the Company. To the extent any such review
requires revisions to any Compensation Arrangements with respect to you, you and the Company
agree to negotiate such changes promptly and in good faith.
	 
	 	 	 	Sections (1) and (2) of this letter are intended to, and will be interpreted, administered,
and construed to, comply with Section 111 of EESA (and, to the maximum extent consistent
with the foregoing, to permit operation of the Compensation Arrangements in accordance with
their terms before giving effect to this letter).
	 
	 	4.	 	Miscellaneous. To the extent of any conflict or inconsistency between
the terms of this letter and the terms of any Compensation
Arrangement, the terms of this letter will supersede the conflicting
or inconsistent terms of that Compensation Arrangement. To the extent
not subject to federal law, this letter will be governed by and
construed in accordance with Delaware law. This letter may be
executed in two or more counterparts, each of which will be deemed an
original. A signature transmitted by facsimile will be deemed an
original signature.





          Capitalized terms not defined herein have the meanings given to them in the attached appendix.
Please acknowledge your agreement to these terms by signing and completing the date on the
appropriate lines below.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ted T. Cecala
 

Ted T. Cecala
	 	 
	 

	 	Title:
	 	Chairman of the Board and Chief Executive Officer	 	 
	 

	 	 	 		 	 






 









 








	 	 	 
	Intending to be legally bound, I agree
	 	 
	with and accept the foregoing terms
	 	 
	on the date set forth below.
	 	 
	 
	/s/ Robert V.A. Harra Jr.
 

Robert V.A. Harra Jr.

	 	 
	 
	 	 
	Date: December
12, 2008







 









 






     Definitions and Interpretation. Capitized terms herein have the
meanings set forth below:




	 	•	 	“Senior Executive Officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden Parachute Payment” has the same meaning as in
Section 111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008, as
published in the Federal Register on October 20, 2008 and, as
implemented by guidance or regulation issued by the Department of the
Treasury.
	 
	 	•	 	“Company” includes any entities treated as a single employer with the
Company under 31 C.F.R. § 30.1(b) (as in effect on the closing date
under the Purchase Agreement (the “Closing Date”)). You also will
deliver a waiver pursuant to the Purchase Agreement, and, as between
the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.
	 
	 	•	 	“CPP Covered Period” shall be limited by, and interpreted in a manner
consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
	 
	 	•	 	Sections (1) and (2) of this letter are intended to, and will be
interpreted, administered, and construed to, comply with Section 111
of EESA (and, to the maximum extent consistent with the foregoing, to
permit operation of the Benefit Plans in accordance with their terms
before giving effect to this letter).






 












 





	 
			
	 	 	

Wilmington
Trust Corporation

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001





December 12, 2008




Via Hand Delivery 




Robert M. Balentine

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890





			
	Re:	 	United States Department of Treasury Troubled Asset Relief Program (“TARP”)


Capital Purchase Program (“CPP”)                                                                         
 





Dear Robert:




          Wilmington Trust Corporation (the “Company”) anticipates entering into a Securities Purchase
Agreement (the “Purchase Agreement”) with the United States Department of the Treasury (“Treasury”)
that provides for the Company’s participation in the CPP. If the Company does not participate or
ceases at any time to participate in the CPP, this letter shall be of no further force and effect.




          For the Company to participate in the CPP and as a condition to the closing of the investment
by the Treasury contemplated by the Purchase Agreement, the Company is required to establish
certain standards for incentive compensation to its senior executive officers, as defined by TARP
(an “SEO”), and to make certain changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits you will receive as a result of the Company’s
participation in the CPP, you agree as follows:



 




	 	1.	 	No Golden Parachute Payments. The Company is prohibiting any Golden
Parachute Payment to you during any “CPP Covered Period.” A “CPP
Covered Period” is any period during which Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	2.	 	Recovery of Bonus and Incentive Compensation. Any bonus or incentive
compensation paid to you during a CPP Covered Period is subject to
recovery, or “clawback,” by the Company if the payments were based on
materially inaccurate financial statements or any other materially
inaccurate performance metric criteria. You will repay us any such
amounts within 90 days of our notice to you that any such compensation
has been paid to you.
	 
	 	3.	 	Compensation Program Amendments. Each of the Company’s compensation,
bonus, incentive, and other benefit plans, arrangements, and
agreements (including golden parachute, severance, and employment
agreements) (collectively, “Compensation 




 









 







	 	 	 	Arrangements”) with respect
to you hereby is amended to the extent necessary to give effect to
Sections 1 and 2 above. You hereby release and forever discharge the
Company and its affiliates, successors, and assigns (each, a
“Releasee”) from any and all claims, both at law and in equity, in
connection with this letter’s modification of your Compensation
Arrangements. You hereby further irrevocably covenant to refrain
from, directly or indirectly, asserting any claim or demand, or
commencing or instituting any proceeding of any kind, against any
Releasee based upon any matter purported to be released in this
Section 3.
	 
	 	 	 	In addition, as a result of the Company’s participation in the CPP, it is required to review
its Compensation Arrangements to ensure they do not encourage SEOs to take unnecessary or
excessive risks that threaten the value of the Company. To the extent any such review
requires revisions to any Compensation Arrangements with respect to you, you and the Company
agree to negotiate such changes promptly and in good faith.
	 
	 
	 	 	 	Sections (1) and (2) of this letter are intended to, and will be interpreted, administered,
and construed to, comply with Section 111 of EESA (and, to the maximum extent
consistent with the foregoing, to permit operation of the Compensation Arrangements in
accordance with their terms before giving effect to this letter).
	 
	 	4.	 	Miscellaneous. To the extent of any conflict or inconsistency between
the terms of this letter and the terms of any Compensation
Arrangement, the terms of this letter will supersede the conflicting
or inconsistent terms of that Compensation Arrangement. To the extent
not subject to federal law, this letter will be governed by and
construed in accordance with Delaware law. This letter may be
executed in two or more counterparts, each of which will be deemed an
original. A signature transmitted by facsimile will be deemed an
original signature.
	 





          Capitalized terms not defined herein have the meanings given to them in the attached appendix.
Please acknowledge your agreement to these terms by signing and completing the date on the
appropriate lines below.



 



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ted T. Cecala	 	 
	 

	 	Name:
	 	 

Ted T. Cecala
	 	 
	 

	 	Title:
	 	Chairman of the Board and Chief Executive Officer	 	 






 









 






 


Intending to be legally bound, I agree

 with and accept the foregoing terms 

on
the date set forth below.



 



	 	 	 
	/s/ Robert M. Balentine 

Robert M. Balentine

	 	 
	 
	 	 
	Date: December
12, 2008







 









 






Definitions and Interpretation. Capitized terms herein have the
 meanings set forth below:





	•	 	“Senior Executive Officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	•	 	“Golden Parachute Payment” has the same meaning as in
Section 111(b)(2)(C) of EESA.
	 
	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008, as
published in the Federal Register on October 20, 2008 and, as
implemented by guidance or regulation issued by the Department of the
Treasury.
	 
	•	 	“Company” includes any entities treated as a single employer with the
Company under 31 C.F.R. § 30.1(b) (as in effect on the closing date
under the Purchase Agreement (the “Closing Date”)). You also will
deliver a waiver pursuant to the Purchase Agreement, and, as between
the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.
	 
	•	 	“CPP Covered Period” shall be limited by, and interpreted in a manner
consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
	 
	•	 	Sections (1) and (2) of this letter are intended to, and will be
interpreted, administered, and construed to, comply with Section 111
of EESA (and, to the maximum extent consistent with the foregoing, to
permit operation of the Benefit Plans in accordance with their terms
before giving effect to this letter).






 











 





	 
			
	 	 	

Wilmington
Trust Corporation

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001





December 12, 2008




Via Hand Delivery 




William J. Farrell II

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890





			
	Re:	 	United States Department of Treasury Troubled Asset Relief Program (“TARP”)

Capital Purchase Program (“CPP”)                                                                          
 





Dear Bill:




          Wilmington Trust Corporation (the “Company”) anticipates entering into a Securities Purchase
Agreement (the “Purchase Agreement”) with the United States Department of the Treasury (“Treasury”)
that provides for the Company’s participation in the CPP. If the Company does not participate or
ceases at any time to participate in the CPP, this letter shall be of no further force and effect.




          For the Company to participate in the CPP and as a condition to the closing of the investment
by the Treasury contemplated by the Purchase Agreement, the Company is required to establish
certain standards for incentive compensation to its senior executive officers, as defined by TARP
(an “SEO”), and to make certain changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits you will receive as a result of the Company’s
participation in the CPP, you agree as follows:





	 	1.	 	No Golden Parachute Payments.  The Company is prohibiting any Golden
Parachute Payment to you during any “CPP Covered Period.” A “CPP
Covered Period” is any period during which Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	2.	 	Recovery of Bonus and Incentive Compensation. Any bonus or incentive
compensation paid to you during a CPP Covered Period is subject to
recovery, or “clawback,” by the Company if the payments were based on
materially inaccurate financial statements or any other materially
inaccurate performance metric criteria. You will repay us any such
amounts within 90 days of our notice to you that any such compensation
has been paid to you.
	 
	 	3.	 	Compensation Program Amendments. Each of the Company’s compensation,
bonus, incentive, and other benefit plans, arrangements, and
agreements (including golden parachute, severance, and employment
agreements) (collectively, “Compensation




 









 








	 	 	 	Arrangements”) with respect
to you hereby is amended to the extent necessary to give effect to
Sections 1 and 2 above. You hereby release and forever discharge the
Company and its affiliates, successors, and assigns (each, a
“Releasee”) from any and all claims, both at law and in equity, in
connection with this letter’s modification of your Compensation
Arrangements. You hereby further irrevocably covenant to refrain
from, directly or indirectly, asserting any claim or demand, or
commencing or instituting any proceeding of any kind, against any
Releasee based upon any matter purported to be released in this
Section 3.
	 
	 	 	 	In addition, as a result of the Company’s participation in the CPP, it is required to review
its Compensation Arrangements to ensure they do not encourage SEOs to take unnecessary or
excessive risks that threaten the value of the Company. To the extent any such review
requires revisions to any Compensation Arrangements with respect to you, you and the Company
agree to negotiate such changes promptly and in good faith.
	 
	 	 	 	Sections (1) and (2) of this letter are intended to, and will be interpreted, administered,
and construed to, comply with Section 111 of EESA (and, to the maximum extent consistent
with the foregoing, to permit operation of the Compensation Arrangements in accordance with
their terms before giving effect to this letter).
	 
	 	4.	 	Miscellaneous. To the extent of any conflict or inconsistency between
the terms of this letter and the terms of any Compensation
Arrangement, the terms of this letter will supersede the conflicting
or inconsistent terms of that Compensation Arrangement. To the extent
not subject to federal law, this letter will be governed by and
construed in accordance with Delaware law. This letter may be
executed in two or more counterparts, each of which will be deemed an
original. A signature transmitted by facsimile will be deemed an
original signature.





          Capitalized terms not defined herein have the meanings given to them in the attached appendix.
Please acknowledge your agreement to these terms by signing and completing the date on the
appropriate lines below.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ted T. Cecala
 

Ted T. Cecala
	 	 
	 

	 	Title:
	 	Chairman of the Board and Chief Executive Officer	 	 






 









 









	 	 	 
	Intending to be legally bound, I agree
	 	 
	with and accept the foregoing terms
	 	 
	on the date set forth below.
	 	 
	 
	 	 
	/s/ William J. Farrell II
 

William J. Farrell II

	 	 
	 
	 	 
	Date: December
12, 2008
	 	 






 









 







     Definitions and Interpretation. Capitized terms herein have the
 meanings set forth below:




	 	•	 	“Senior Executive Officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden Parachute Payment” has the same meaning as in
Section 111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008, as
published in the Federal Register on October 20, 2008 and, as
implemented by guidance or regulation issued by the Department of the
Treasury.
	 
	 	•	 	“Company” includes any entities treated as a single employer with the
Company under 31 C.F.R. § 30.1(b) (as in effect on the closing date
under the Purchase Agreement (the “Closing Date”)). You also will
deliver a waiver pursuant to the Purchase Agreement, and, as between
the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.
	 
	 	•	 	“CPP Covered Period” shall be limited by, and interpreted in a manner
consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
	 
	 	•	 	Sections (1) and (2) of this letter are intended to, and will be
interpreted, administered, and construed to, comply with Section 111
of EESA (and, to the maximum extent consistent with the foregoing, to
permit operation of the Benefit Plans in accordance with their terms
before giving effect to this letter).




 









 




	 
			
	 	 	

Wilmington
Trust Corporation

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001





December 12, 2008




Via Hand Delivery 




David R. Gibson

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890





			
	Re:	 	United States Department of Treasury Troubled Asset Relief Program (“TARP”)

Capital Purchase Program (“CPP”)                                                                         
 





Dear Dave:




          Wilmington Trust Corporation (the “Company”) anticipates entering into a Securities Purchase
Agreement (the “Purchase Agreement”) with the United States Department of the Treasury (“Treasury”)
that provides for the Company’s participation in the CPP. If the Company does not participate or
ceases at any time to participate in the CPP, this letter shall be of no further force and effect.




          For the Company to participate in the CPP and as a condition to the closing of the investment
by the Treasury contemplated by the Purchase Agreement, the Company is required to establish
certain standards for incentive compensation to its senior executive officers, as defined by TARP
(an “SEO”), and to make certain changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits you will receive as a result of the Company’s
participation in the CPP, you agree as follows:





	 	1.	 	No Golden Parachute Payments. The Company is prohibiting any Golden
Parachute Payment to you during any “CPP Covered Period.” A “CPP
Covered Period” is any period during which Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	2.	 	Recovery of Bonus and Incentive Compensation. Any bonus or incentive
compensation paid to you during a CPP Covered Period is subject to
recovery, or “clawback,” by the Company if the payments were based on
materially inaccurate financial statements or any other materially
inaccurate performance metric criteria. You will repay us any such
amounts within 90 days of our notice to you that any such compensation
has been paid to you.
	 
	 	3.	 	Compensation Program Amendments. Each of the Company’s compensation,
bonus, incentive, and other benefit plans, arrangements, and
agreements (including golden parachute, severance, and employment
agreements) (collectively, “Compensation




 









 







	 	 	 	Arrangements”) with respect
to you hereby is amended to the extent necessary to give effect to
Sections 1 and 2 above. You hereby release and forever discharge the
Company and its affiliates, successors, and assigns (each, a
“Releasee”) from any and all claims, both at law and in equity, in
connection with this letter’s modification of your Compensation
Arrangements. You hereby further irrevocably covenant to refrain
from, directly or indirectly, asserting any claim or demand, or
commencing or instituting any proceeding of any kind, against any
Releasee based upon any matter purported to be released in this
Section 3.
	 
	 	 	 	In addition, as a result of the Company’s participation in the CPP, it is required to review
its Compensation Arrangements to ensure they do not encourage SEOs to take unnecessary or
excessive risks that threaten the value of the Company. To the extent any such review
requires revisions to any Compensation Arrangements with respect to you, you and the Company
agree to negotiate such changes promptly and in good faith.
	 
	 	 	 	Sections (1) and (2) of this letter are intended to, and will be interpreted, administered,
and construed to, comply with Section 111 of EESA (and, to the maximum extent
consistent with the foregoing, to permit operation of the Compensation Arrangements in
accordance with their terms before giving effect to this letter).
	 
	 	4.	 	Miscellaneous. To the extent of any conflict or inconsistency between
the terms of this letter and the terms of any Compensation
Arrangement, the terms of this letter will supersede the conflicting
or inconsistent terms of that Compensation Arrangement. To the extent
not subject to federal law, this letter will be governed by and
construed in accordance with Delaware law. This letter may be
executed in two or more counterparts, each of which will be deemed an
original. A signature transmitted by facsimile will be deemed an
original signature.





          Capitalized terms not defined herein have the meanings given to them in the attached appendix.
Please acknowledge your agreement to these terms by signing and completing the date on the
appropriate lines below.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ted T. Cecala
 

Ted T. Cecala
	 	 
	 

	 	Title:
	 	Chairman of the Board and Chief Executive Officer	 	 






 









 







	 	 	 
	Intending to be legally bound, I agree
	 	 
	with and accept the foregoing terms
	 	 
	on the date set forth below.
	 	 
	 
	 	 
	/s/ David R. Gibson
 

David R. Gibson

	 	 
	 
	 	 
	Date: December
12, 2008







 









 







     Definitions and Interpretation. Capitized terms herein have the
 meanings set forth below:




	 	•	 	“Senior Executive Officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden Parachute Payment” has the same meaning as in
Section 111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008, as
published in the Federal Register on October 20, 2008 and, as
implemented by guidance or regulation issued by the Department of the
Treasury.
	 
	 	•	 	“Company” includes any entities treated as a single employer with the
Company under 31 C.F.R. § 30.1(b) (as in effect on the closing date
under the Purchase Agreement (the “Closing Date”)). You also will
deliver a waiver pursuant to the Purchase Agreement, and, as between
the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.
	 
	 	•	 	“CPP Covered Period” shall be limited by, and interpreted in a manner
consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
	 
	 	•	 	Sections (1) and (2) of this letter are intended to, and will be
interpreted, administered, and construed to, comply with Section 111
of EESA (and, to the maximum extent consistent with the foregoing, to
permit operation of the Benefit Plans in accordance with their terms
before giving effect to this letter).