-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KERnNOxMRa5vZtzJiiUewAQPT7r9C+qy6sndsbHEkJswQRH/Af8iQ63CAQwTQSBu YFsAowBaabS+jwAvxkB2eQ== 0000893220-05-000879.txt : 20050422 0000893220-05-000879.hdr.sgml : 20050422 20050422135829 ACCESSION NUMBER: 0000893220-05-000879 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 EFFECTIVENESS DATE: 20050422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILMINGTON TRUST CORP CENTRAL INDEX KEY: 0000872821 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 510328154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124248 FILM NUMBER: 05766928 BUSINESS ADDRESS: STREET 1: RODNEY SQUARE NORTH STREET 2: 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890-0001 BUSINESS PHONE: 3026518378 MAIL ADDRESS: STREET 1: 1100 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19890-0001 S-8 1 w07909sv8.txt FORM S-8 WILMINGTON TRUST CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WILMINGTON TRUST CORPORATION - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 51-0328154 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Thrift Savings Plan - -------------------------------------------------------------------------------- (Full title of the plan) Gerard A. Chamberlain Vice President and Assistant Secretary Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 - -------------------------------------------------------------------------------- (Name and address of agent for service) (302) 651-1268 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------ Title of securities Amount Proposed maximum Proposed maximum Amount of to be registered to be registered offering aggregate registration price offering price (2) Fee (2) per unit (2) Common Stock, par value $1.00 per share 1,000,000 (1) $33.10 $33,100,000.00 $3,895.87 - ------------------------------------------------------------------------------------------------
(1) Represents the shares of common stock issuable by the registrant under the above-referenced plan. (2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price per unit of common stock is based upon $33.10, the average of the high and low sale prices of the registrant's common stock on the New York Stock Exchange on April 18, 2005. In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein, as well as securities issued in connection with stock dividends the registrant may pay on these and other securities from time to time. Pursuant to Rule 457(h)(2), no separate registration fee is due. PROSPECTUS WILMINGTON TRUST CORPORATION 1,000,000 SHARES OF COMMON STOCK This prospectus cover the issuance to employees of the registrant, Wilmington Trust Corporation ("WTC"), or its subsidiaries of up to 1,000,000 shares of WTC's common stock pursuant to our Thrift Savings Plan (the "Plan"). This Registration Statement incorporates by reference Registration Statement No. 33-43675 WTC filed with the Securities and Exchange Commission (the "SEC") on October 31, 1991, and Registration Statement No. 333-69479 WTC filed with the SEC on December 22, 1998. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which we have filed with the SEC, are incorporated herein by reference: 1. Annual Report on Form 10-K for the year ended December 31, 2004; 2. Annual Report on Form 11-K for the Thrift Savings Plan (the "Plan") for the year ended December 31, 2004; 3. Current Reports on Form 8-K dated January 21, 2005, and February 23, 2005; 4. The description of our common stock contained on pages 27 through 29 of the proxy statement of Wilmington Trust Company dated May 2, 1991; and 5. The description of our preferred stock purchase rights contained in the Registration Statement on Form 8-A/A filed on December 22, 2004. All reports and other documents we subsequently file pursuant to Sections 12, 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to filing a post-effective amendment that indicates that all securities offered hereby have been sold, or that deregisters all securities then remaining unsold, are deemed to be incorporated by reference in and to be a part of this Prospectus from the date of filing those reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus is deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in the Registration Statement or in any other document subsequently filed that also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes that statement. Any statement so modified or superseded is not deemed, except as so modified or superseded, to constitute a part of this Prospectus. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Gerard A. Chamberlain, Esquire, Philadelphia, Pennsylvania, has passed upon the validity of our common stock offered hereby. Mr. Chamberlain is an officer and employee of Wilmington Trust Company, all of whose stock is owned by WTC and an officer of WTC and other of its subsidiaries. Mr. Chamberlain owns WTC stock or options for WTC stock with an aggregate market value in excess of $50,000. Michael A. DiGregorio, Esquire, Springfield, Pennsylvania, has passed upon the Plan's compliance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Mr. DiGregorio is an officer and employee of Wilmington Trust Company and an officer of WTC and other of its subsidiaries. Mr. DiGregorio owns WTC stock or options for WTC stock with an aggregate market value in excess of $50,000. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Our Restated Certificate of Incorporation provides that a director will not be liable to WTC or its stockholders for monetary damages for breach of fiduciary duty as a director, unless that limitation on liability is not permitted under Delaware's General Corporation Law. Our Bylaws provide that we will indemnify a person threatened to be made a party or otherwise involved in any proceeding because he or she is or was our director, or is or was serving at our written request as a director, officer, employee, or agent of another entity that is not us or one of our subsidiaries, and may indemnify any officer of us or any of our subsidiaries, against liability that person suffers and expenses that person incurs. We must indemnify a person in connection with a proceeding that person initiates only if our Board of Directors authorized that proceeding. Section 145 of Delaware's General Corporation Law provides that a corporation may indemnify its officers, directors, employees, and agents (or persons who served, at the corporation's request, as officers, directors, employees, or agents of another corporation) against expenses they incur in defending any action as a result of being a director, officer, employee, or agent if that person acted in good faith and in a manner reasonably believed to be in or not opposed to the corporation's best interests. In the case of any criminal action or proceeding, the individual must have had no reason to believe his or her conduct was unlawful. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Number Exhibit - ------- ------- 5.1 Opinion of counsel as to legality of registrant's common stock 5.2 Opinion of counsel as to Plan's compliance with ERISA 23.1 Consent of Gerard A. Chamberlain, Esquire (included in Exhibit 5.1) 23.2 Consent of Michael A. DiGregorio, Esquire (included in Exhibit 5.2) 23.3 Consent of KPMG LLP 24 Power of Attorney of Directors and Officers
-2- of the Registrant (included on the signature pages of this registration statement) ITEM 9. UNDERTAKINGS. WTC hereby undertakes: (a) (1) To file, during any period in which any offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 and that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of -3- the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -4- SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on April 21, 2005. WILMINGTON TRUST CORPORATION By: /s/ Ted T. Cecala ------------------------- Ted T. Cecala, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael A. DiGregorio and/or Gerard A. Chamberlain his or her true and lawful attorney(s)-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that those attorney(s)-in-fact and agent(s), or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. -5- Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. /s/ Ted T. Cecala ----------------------------------- Ted T. Cecala Director, Chairman of the Board, and Chief Executive Officer (Date) April 21, 2005 /s/ Robert V.A. Harra Jr. ----------------------------------- Robert V.A. Harra Jr. Director, President, and Chief Operating Officer (Date) April 21, 2005 /s/ David R. Gibson ----------------------------------- David R. Gibson Executive Vice President, Chief Financial Officer, and member of Benefits Administration Committee (Principal Financial Officer) (Date) April 21, 2005 /s/ Gerald F. Sopp ----------------------------------- Gerald F. Sopp Controller and member of Benefits Administration Committee (Principal Accounting Officer) (Date) April 21, 2005 -6- /s/ Carolyn S. Burger ----------------------------------- Carolyn S. Burger Director (Date) April 21, 2005 /s/ Richard R. Collins ----------------------------------- Richard R. Collins Director (Date) April 21, 2005 /s/ Charles S. Crompton Jr. ----------------------------------- Charles S. Crompton Jr. Director (Date) April 21, 2005 /s/ R. Keith Elliott ----------------------------------- R. Keith Elliott Director (Date) April 21, 2005 /s/ Gailen Krug ----------------------------------- Gailen Krug Director (Date) April 21, 2005 /s/ Rex L. Mears ----------------------------------- Rex L. Mears Director (Date) April 21, 2005 -7- /s/ Hugh E. Miller ----------------------------------- Hugh E. Miller Director (Date) April 21, 2005 ----------------------------------- Stacey J. Mobley Director (Date) April 21, 2005 /s/ David P. Roselle ----------------------------------- David P. Roselle Director (Date) April 21, 2005 /s/ H. Rodney Sharp III ----------------------------------- H. Rodney Sharp III Director (Date) April 21, 2005 /s/ Thomas P. Sweeney ----------------------------------- Thomas P. Sweeney Director (Date) April 21, 2005 /s/ Robert W. Tunnell Jr. ----------------------------------- Robert W. Tunnell Jr. Director (Date) April 21, 2005 -8- SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the following additional individuals who are members of WTC's Benefits Administration Committee have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on April 21, 2005. /s/ Peter W. Atwater _________________________(SEAL) Peter W. Atwater /s/ Rebecca A. DePorte _________________________(SEAL) Rebecca A. DePorte /s/ Michael A. DiGregorio _________________________(SEAL) Michael A. DiGregorio /s/ William J. Farrell II _________________________(SEAL) William J. Farrell II /s/ I. Gail Howard _________________________(SEAL) I. Gail Howard /s/ Diane M. Sparks _________________________(SEAL) Diane M. Sparks -9- EXHIBIT INDEX
Exhibit Number Exhibit 5.1 Opinion of counsel as to legality of registrant's common stock 5.2 Opinion of counsel as to Plan's compliance with ERISA 23.1 Consent of Gerard A. Chamberlain, Esquire (included in Exhibit 5.1) 23.2 Consent of Michael A. DiGregorio, Esquire (included in Exhibit 5.2) 23.3 Consent of KPMG LLP 24 Power of Attorney of Directors and Officers of the Registrant (included on the signature pages of this registration statement)
EX-5.1 3 w07909exv5w1.txt OPINION OF COUNSEL AS TO LEGALITY OF REGISTRANT'S COMMON STOCK OPINION OF COUNSEL AS TO LEGALITY OF REGISTRANT'S COMMON STOCK EXHIBIT 5.1 Gerard A. Chamberlain, Esquire 2431 Brown Street Philadelphia, Pennsylvania 19130 (215) 232-4212 April 22, 2005 Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Wilmington Trust Corporation - Registration Statement for Thrift Savings Plan (the "Plan") on Form S-8 Dated April 21, 2005 Ladies and Gentlemen: I have served as counsel to Wilmington Trust Corporation, a Delaware corporation ("WTC"), in connection with preparing and filing the above-captioned Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933. The Registration Statement covers the issuance of up to 1,000,000 shares of common stock of WTC, par value $1.00 per share (the "Common Stock"), pursuant to the Plan. In rendering this opinion, I have examined executed originals or copies of the following documents: a. The Registration Statement; b. WTC's Revised Certificate of Corporation as amended through the date hereof; c. WTC's Bylaws as amended through the date hereof; and d. The Plan. In connection with the opinions expressed herein, I also have examined originals or copies certified or otherwise identified to my satisfaction of corporate records, certificates of Wilmington Trust Corporation April 22, 2005 Page 2 public officials and officers of WTC, and such other instruments as I have deemed necessary or appropriate for the purposes of rendering this opinion. As to various questions of fact material to this opinion, I have relied upon certificates and other documents of officers of WTC and of public officials. I have conducted no independent investigation of any kind as to any factual matters relevant to the opinions expressed herein, and with respect to those factual matters I have relied exclusively on the documents and certificates I have examined and have assumed the accuracy of the matters stated therein. For purposes of this opinion, I have assumed, without any independent investigation or verification of any kind: a. The genuineness of all signatures of, and the incumbency, authority, and legal right and power under all applicable laws, statutes, rules, and regulations of, the officers and other persons signing the Registration Statement and the other documents executed and delivered therewith; b. The authenticity and completeness of all documents submitted to me as originals; and c. The conformity to authentic original documents and completeness of any documents submitted to me as certified, conformed, or photostatic copies. Based upon and subject to the foregoing and the additional qualifications and other matters set forth below, I am of the opinion that: 1. The Common Stock that is the subject of the Registration Statement, when issued in accordance with the terms and conditions of the Plan, will be duly and validly issued; and 2. Each of the 1,000,000 shares of Common Stock which are the subject of the Registration Statement, when issued in accordance with the terms and conditions of the Plan, will be duly and validly issued by WTC, fully paid, and non-assessable. I am a member of the Pennsylvania bar. The opinions expressed in this opinion letter are limited to Delaware's General Corporation Law. I am not opining on, and I assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws or the laws of any other jurisdiction. -2- Wilmington Trust Corporation April 22, 2005 Page 3 This opinion letter is rendered only to you and is solely for your benefit. I hereby consent to your filing a copy of this opinion as an exhibit to the Registration Statement. The opinions set forth above are rendered as of the date of this letter. I assume no obligation to update or supplement any of those opinions to reflect any changes of law or fact that may occur subsequent to the date hereof. Very truly yours, /s/ Gerard A. Chamberlain Gerard A. Chamberlain, Esquire -3- EX-5.2 4 w07909exv5w2.txt OPINION OF COUNSEL AS TO PLAN'S COMPLIANCE WITH ERISA OPINION OF COUNSEL AS TO PLAN'S COMPLIANCE WITH ERISA EXHIBIT 5.2 [WILMINGTON TRUST LOGO] WILMINGTON Wilmington Trust Company TRUST Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 April 22, 2005 Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Re: Wilmington Trust Thrift Savings Plan Ladies and Gentlemen: I have served as counsel to the Wilmington Trust Thrift Savings Plan (the "Thrift Plan") since 1987. The Thrift Plan is an individual account plan which is tax qualified under the Internal Revenue Code Section 401(a). The Thrift Plan permits employee-participants to make pre-tax and after-tax voluntary contributions and has a number of investment options employee-participants may select from regarding their account balances. One of these investment options is Wilmington Trust Corporation common stock. In connection with the preparation and filing of a registration statement for Wilmington Trust Corporation on Form S-8 under the Securities Act of 1933, as amended, I have been asked to render an opinion that the Thrift Plan documents, as amended, and as in effect on April 21, 2005, are in compliance with the provisions of the Employee Retirement Income Security Act ("ERISA") and the Internal Revenue Code. I have examined a copy of the Thrift Plan, as amended and in effect on April 21, 2005, and, based on this review, I am of the opinion that the Thrift Plan, as amended, meets the requirements of ERISA and the Internal Revenue Code. In support of this opinion, I attach a copy of a favorable Letter of Determination dated September 3, 2004 issued by the Internal Revenue Service regarding the Thrift Plan. I hereby consent to your filing a copy of this opinion as an exhibit to the Registration Statement. Yours sincerely, /s/ Michael A. DiGregorio Michael A. DiGregorio Senior Vice President and General Counsel (302) 651-8793 Phone (302) 651-8010 Fax md@wilmingtontrust.com Enclosure INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P.O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date September 03, 2004 51-0055023 DLN: 17007075007024 WILMINGTON TRUST COMPANY Person to Contact: 1100 N MARKET ST MAHMOUD JAAFAR ID# 31073 WILMINGTON, DE 19890-0001 Contact Telephone Number: (877) 829-5500 Plan Name: WILMINGTON TRUST THRIFT SAVINGS PLAN Plan Number: 002 Dear Applicant: We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter. Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-l(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically. The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the amendment(s) executed on 12/30/03 & 05/01/03. This determination letter is also applicable for the amendment(s) dated on 02/06/02. This plan satisfies the requirements of Code section 4975(e) (7). This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act Letter 835 (DO/CG) -2- WILMINGTON TRUST COMPANY of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000 Pub. L. 106-554. This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16. The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Paul T. Shultz Paul T. Shultz Director, Employee Plans Determinations Redesign Enclosures: Publication 794 Addendum Letter 835 (DO/CG) -3- WILMINGTON TRUST COMPANY This determination letter acknowledges receipt of the provisions intended to satisfy the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16. Letter 835 (DO/CG) EX-23.3 5 w07909exv23w3.txt CONSENT OF KPMG LLP CONSENT OF KPMG LLP EXHIBIT 23.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------- The Board of Directors Wilmington Trust Corporation: We consent to the incorporation by reference in the registration statement for the Thrift Savings Plan on Form S-8 of Wilmington Trust Corporation of our reports dated March 7, 2005, with respect to the consolidated statements of condition of Wilmington Trust Corporation and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2004, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports are incorporated by reference in the December 31, 2004 annual report on Form 10-K of Wilmington Trust Corporation. Our report dated March 7, 2005, on management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004, refers to the exclusion of Grant Tani Barash & Altman from management's assessment and from our audit of the internal control over financial reporting. /s/ KPMG LLP Philadelphia, Pennsylvania April 21, 2005 -----END PRIVACY-ENHANCED MESSAGE-----