10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007                                                                                                                    

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                                                                                                                       

Commission File Number: 1-14659                                                                                                                                                                

WILMINGTON TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	51-0328154
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Rodney Square North, 1100 North Market Street, Wilmington, Delaware	19890
(Address of principal executive offices)	(Zip Code)

(302) 651-1000

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12-b-2 of the Exchange Act.

þ Large Accelerated Filer           o Accelerated Filer            o Non-Accelerated Filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of June 30, 2007
Common stock – Par Value $1.00	67,997,656

WILMINGTON TRUST CORPORATION AND SUBSIDIARIES

SECOND QUARTER 2007 FORM 10-Q

TABLE OF CONTENTS

	PAGE
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited)
Consolidated Statements of Condition		1
Consolidated Statements of Income		3
Consolidated Statements of Cash Flows		5
Notes to Consolidated Financial Statements		8
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Company overview		24
Summary of results		26
Regional Banking, net interest income, and net interest margin		31
Wealth Advisory Services, Corporate Client Services, and other noninterest income		44
Noninterest expenses		51
Capital resources and funding		52
Asset quality		56
Item 3 Quantitative and Qualitative Disclosures About Market Risk		63
Item 4 Controls and Procedures		68
PART II. OTHER INFORMATION
Item 1 Legal Proceedings		69
Item 1A Risk Factors		69
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		69
Item 3 Defaults upon Senior Securities		70
Item 4 Submission of Matters to a Vote of Security Holders		70
Item 5 Other Information		70
Item 6 Exhibits		70

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Item 1. Financial Statements

CONSOLIDATED STATEMENTS OF CONDITION (unaudited)
Wilmington Trust Corporation and subsidiaries

	June 30,			December 31,
(In millions; except share amounts)	2007			2006
ASSETS
Cash and due from banks	$	231.8		$	249.7
Federal funds sold and securities purchased under agreements to resell		18.0			68.9
Investment securities available for sale:
U.S. Treasury		103.8			125.2
Government agencies		634.8			807.1
Obligations of state and political subdivisions		17.7			8.1
Mortgage-backed securities		604.9			689.3
Other securities		450.3			483.2
Total investment securities available for sale		1,811.5			2,112.9
Investment securities held to maturity:
Obligations of state and political subdivisions (fair values of $1.3 and $1.5, respectively)		1.3			1.4
Other securities (fair values of $1.2 and $0.3, respectively)		1.2			0.3
Total investment securities held to maturity		2.5			1.7
Loans:
Commercial, financial, and agricultural		2,483.7			2,533.5
Real estate – construction		1,747.0			1,663.9
Mortgage – commercial		1,390.5			1,296.1
Total commercial loans		5,621.2			5,493.5
Mortgage – residential		563.1			536.9
Consumer		1,517.0			1,517.0
Secured with liquid collateral		573.4			547.5
Total retail loans		2,653.5			2,601.4
Total loans, net of unearned income		8,274.7			8,094.9
Reserve for loan losses		(97.5	)		(94.2	)
Net loans		8,177.2			8,000.7
Premises and equipment, net		148.6			150.3
Goodwill, net of amortization		328.2			291.4
Other intangible assets, net of amortization		40.1			35.4
Accrued interest receivable		75.8			74.0
Other assets		197.3			172.0
Total assets	$	11,031.0		$	11,157.0

1

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

	June 30,			December 31,
(In millions; except share amounts)	2007			2006
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	812.7		$	913.6
Interest-bearing:
Savings		497.1			313.8
Interest-bearing demand		2,343.6			2,417.5
Certificates < $100,000		1,019.8			1,012.6
Local CDs ³ $100,000		370.8			474.4
Total core deposits		5,044.0			5,131.9
National money market deposits		139.5			143.1
National CDs ³ $100,000		2,979.3			3,054.1
Total deposits		8,162.8			8,329.1
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase		1,149.4			1,130.8
U.S. Treasury demand		2.5			13.0
Line of credit		25.0			15.0
Total short-term borrowings		1,176.9			1,158.8
Accrued interest payable		72.1			75.2
Other liabilities		156.7			146.1
Long-term debt		390.2			388.5
Total liabilities		9,958.7			10,097.7
Minority interest		0.2			—
Stockholders’ equity:
Common stock ($1.00 par value) authorized 150,000,000 shares; issued 78,528,346		78.5			78.5
Capital surplus		181.1			168.6
Retained earnings		1,176.2			1,130.4
Accumulated other comprehensive loss		(63.3	)		(52.7	)
Total contributed capital and retained earnings		1,372.5			1,324.8
Less: Treasury stock, at cost, 10,530,690 and 10,068,832 shares, respectively		(300.4	)		(265.5	)
Total stockholders’ equity		1,072.1			1,059.3
Total liabilities and stockholders’ equity	$	11,031.0		$	11,157.0

See Notes to Consolidated Financial Statements

2

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Wilmington Trust Corporation and subsidiaries

	For the three months						For the six months
	ended June 30,						ended June 30,
(In millions; except share amounts)	2007			2006			2007			2006
NET INTEREST INCOME
Interest and fees on loans	$	157.4		$	143.6		$	312.4		$	275.1
Interest and dividends on investment securities:
Taxable interest		21.6			19.5			44.4			39.0
Tax-exempt interest		0.1			0.1			0.3			0.3
Dividends		1.2			1.6			2.6			3.1
Interest on federal funds sold and securities purchased under agreements to resell		0.5			0.2			1.2			0.4
Total interest income		180.8			165.0			360.9			317.9
Interest on deposits		65.8			54.4			132.1			102.3
Interest on short-term borrowings		15.4			13.6			31.7			25.1
Interest on long-term debt		6.8			6.6			13.4			12.8
Total interest expense		88.0			74.6			177.2			140.2
Net interest income		92.8			90.4			183.7			177.7
Provision for loan losses		(6.5	)		(4.2	)		(10.1	)		(8.2	)
Net interest income after provision for loan losses		86.3			86.2			173.6			169.5
NONINTEREST INCOME
Advisory fees:
Wealth Advisory Services:
Trust and investment advisory services		38.4			33.1			75.4			67.5
Mutual fund fees		5.1			5.0			10.1			9.7
Planning and other services		9.9			8.9			19.4			16.3
Total Wealth Advisory Services		53.4			47.0			104.9			93.5
Corporate Client Services:
Capital markets services		11.2			8.8			21.4			17.9
Entity management services		7.4			6.6			14.5			13.0
Retirement services		3.2			2.9			6.6			5.6
Investment/cash management services		3.0			2.5			6.3			4.6
Total Corporate Client Services		24.8			20.8			48.8			41.1
Cramer Rosenthal McGlynn		6.3			5.5			11.0			9.5
Roxbury Capital Management		0.2			0.3			0.3			1.1
Advisory fees		84.7			73.6			165.0			145.2
Amortization of affiliate intangibles		(1.1	)		(1.0	)		(2.2	)		(2.0	)
Advisory fees after amortization of affiliate intangibles		83.6			72.6			162.8			143.2
Service charges on deposit accounts		7.0			7.0			13.8			13.9
Loan fees and late charges		2.0			1.9			4.1			3.7
Card fees		2.1			2.3			4.0			4.4
Other noninterest income		2.1			2.6			3.6			3.9
Securities gains/(losses)		0.1			(0.1	)		0.1			(0.1	)
Total noninterest income		96.9			86.3			188.4			169.0
Net interest and noninterest income	$	183.2		$	172.5		$	362.0		$	338.5

3

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

	For the three months				For the six months
	ended June 30,				ended June 30,
(In millions; except share amounts)	2007		2006		2007		2006
NONINTEREST EXPENSE
Salaries and wages	$	41.9	$	37.8	$	83.7	$	74.6
Incentives and bonuses		11.4		10.3		25.4		20.6
Employment benefits		11.5		11.9		26.2		25.4
Net occupancy		6.8		6.3		13.6		12.2
Furniture, equipment, and supplies		9.8		9.9		19.4		19.1
Advertising and contributions		2.8		2.1		5.5		4.1
Servicing and consulting fees		2.8		2.4		5.2		4.7
Subadvisor expense		2.5		2.9		5.0		5.7
Travel, entertainment, and training		2.4		2.3		4.6		4.5
Originating and processing fees		2.7		2.4		5.3		5.2
Legal and auditing fees		2.3		1.7		4.1		3.1
Other noninterest expense		9.1		8.3		18.4		16.7
Total noninterest expense		106.0		98.3		216.4		195.9
NET INCOME
Income before income taxes and minority interest		77.2		74.2		145.6		142.6
Income tax expense		28.3		27.2		53.1		51.4
Net income before minority interest		48.9		47.0		92.5		91.2
Minority interest		—		0.1		0.7		0.1
Net income	$	48.9	$	46.9	$	91.8	$	91.1
Net income per share:
Basic	$	0.71	$	0.69	$	1.34	$	1.33
Diluted	$	0.70	$	0.67	$	1.32	$	1.31
Weighted average shares outstanding (in thousands):
Basic		68,397		68,475		68,464		68,274
Diluted		69,435		69,746		69,546		69,591

See Notes to Consolidated Financial Statements

4

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Wilmington Trust Corporation and Subsidiaries

For the six months ended June 30 (in millions)	2007			2006
OPERATING ACTIVITIES
Net income	$	91.8		$	91.1
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		10.1			8.2
Provision for depreciation and other amortization		11.3			9.7
Amortization of other intangible assets		2.8			2.6
Minority interest in net income		0.7			0.1
(Accretion)/amortization of investment securities available for sale discounts and premiums		(0.3	)		0.6
Deferred income taxes		(3.0	)		(12.0	)
Originations of residential mortgages available for sale		(54.2	)		(42.2	)
Gross proceeds from sales of residential mortgages		54.7			42.6
Gains on sales of residential mortgages		(0.5	)		(0.4	)
Securities (gains)/losses		(0.1	)		0.1
Stock-based compensation expense		4.6			3.7
Tax benefit realized on employee exercise of stock options		(1.0	)		(3.4	)
(Increase)/decrease in other assets		(28.0	)		4.7
Increase in other liabilities		11.9			21.6
Net cash provided by operating activities		100.8			127.0
INVESTING ACTIVITIES
Proceeds from sales of investment securities available for sale		4.1			19.9
Proceeds from maturities of investment securities available for sale		677.3			247.0
Proceeds from maturities of investment securities held to maturity		0.1			0.3
Purchases of investment securities available for sale		(390.3	)		(203.0	)
Purchases of investment securities held to maturity		(0.9	)		—
Cash paid for acquisitions		(27.5	)		(2.6	)
Investment in affiliates		(17.9	)		(15.9	)
Purchases of residential mortgages		(7.0	)		(10.7	)
Net increase in loans		(179.6	)		(352.1	)
Purchases of premises and equipment		(7.7	)		(14.5	)
Dispositions of premises and equipment		—			1.4
Increase in interest rate floor contracts		—			(20.7	)
Swap termination		—			(12.7	)
Net cash provided by/(used for) investing activities		50.6			(363.6	)

5

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

For the six months ended June 30 (in millions)	2007			2006
FINANCING ACTIVITIES
Net increase/(decrease) in demand, savings, and interest-bearing demand deposits		4.9			(218.3	)
Net (decrease)/increase in certificates of deposit		(171.2	)		714.2
Net increase/(decrease) in federal funds purchased and securities sold under agreements to repurchase		18.6			(210.6	)
Net (decrease)/increase in U.S. Treasury demand deposits		(10.5	)		6.4
Net increase in line of credit		10.0			15.0
Cash dividends		(44.6	)		(41.9	)
Distributions to minority shareholders		(0.5	)		—
Proceeds from common stock issued under employment benefit plans		16.3			21.9
Tax benefit realized on employee exercise of stock options		1.0			3.4
Acquisition of treasury stock		(44.3	)		(6.8	)
Net cash (used for)/provided by financing activities		(220.3	)		283.3
Effect of foreign currency translation on cash		0.1			0.2
(Decrease)/increase in cash and cash equivalents		(68.8	)		46.9
Cash and cash equivalents at beginning of period		318.6			278.3
Cash and cash equivalents at end of period	$	249.8		$	325.2

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the six months ended June 30 (in millions)	2007		2006
Interest	$	180.3	$	124.5
Taxes		49.2		53.6

Liabilities were assumed in connection with the acquisition of Cramer Rosenthal McGlynn, LLC; Roxbury Capital Management, LLC; Bingham Legg Advisers, LLC; Grant Tani Barash & Altman, LLC.; Amaco (Luxembourg) S.A.; and PwC Corporate Services (Cayman), Limited as follows.

Liabilities assumed during the six months ended June 30 (in millions)	2007			2006
Fair value of assets acquired	$	4.6		$	0.3
Goodwill and other intangible assets from acquisitions		43.3			18.4
Common stock issued		—			—
Cash paid		(45.4	)		(18.5	)
Liabilities assumed	$	2.5		$	0.2

6

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Non-cash items during the six months ended June 30 (in millions)	2007			2006
Net unrealized gains/(losses) on securities, net of tax of $(3.9) and $(9.6), respectively	$	(6.7	)	$	(17.2	)
Net unrealized holding gains/(losses) on derivatives used for cash flow hedges, net of tax of $(2.4) and $(3.1), respectively		(5.2	)		(5.8	)
Foreign currency translation adjustment, net of tax of $0.1 and $0.4, respectively		0.3			0.7
Adoption of FASB Interpretation No. 48		(1.4	)		—
Amortization of derivative costs		0.7			—
Minimum pension liability adjustment, net of tax of $0.5		0.8			—
Postretirement benefits liability adjustment, net of tax		(0.6	)		—
SERP (1) liability adjustment, net of tax of $0.1 for 2007		0.2			—

⁽¹⁾ Supplemental executive retirement plan

See Notes to Consolidated Financial Statements

7

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1 – Accounting and reporting policies

We maintain our accounting records and prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP) and reporting practices prescribed for the banking industry. Using these principles, we make subjective judgments about uncertainties and trends and we make estimates and assumptions about the amounts we report in our financial statements and notes, including amounts for revenue recognition, the reserve for loan losses, stock-based employee compensation, goodwill impairment, loan origination fees, mortgage servicing assets, and other items. We evaluate these estimates on an ongoing basis.

The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. Circumstances that differ significantly from our judgments and estimates could cause our actual financial results to differ from our expectations. Our financial results could be affected adversely by, among other things, changes in national or regional economic conditions; changes in market interest rates; significant changes in banking laws or regulations; the effects of accounting pronouncements; increased competition for business; higher-than-expected credit losses; the effects of acquisitions; the effects of integrating acquired entities; a substantial and permanent loss of either client accounts and/or assets under management at Wilmington Trust and/or our affiliate money managers, Cramer Rosenthal McGlynn (CRM) and Roxbury Capital Management (RCM); unanticipated changes in the regulatory, judicial, legislative, or tax treatment of business transactions; and uncertainty created by unrest in other parts of the world.

Our consolidated financial statements include the accounts of Wilmington Trust Corporation (Corporation), our wholly owned subsidiaries, and subsidiaries in which we are majority owner. We eliminate intercompany balances and transactions in consolidation. Although we are majority owner of CRM, we do not consolidate its results because CRM owners retain control over certain governance matters. We do not consolidate the results of RCM because we are not majority owner and RCM owners retain control over certain governance matters. For more information about our accounting policies, read Note 2, “Summary of significant accounting policies,” in our 2006 Annual Report to Shareholders. For information on how we account for CRM, RCM, and other subsidiaries and affiliates, read Note 4, “Affiliates and acquisitions,” in our 2006 Annual Report to Shareholders.

We have applied our critical accounting policies and estimation methods consistently in all periods presented in this report and we have discussed these policies with our Audit Committee. The information in this report has not been audited. It includes all adjustments of a normal recurring nature that we believe are necessary for fair presentation. We have reclassified certain prior-year amounts to conform to the current-year presentation. The consolidated financial statements in this report should be read in conjunction with the “Consolidated Financial Statements” and the “Notes to Consolidated Financial Statements” in our 2006 Annual Report to Shareholders.

We may use the following abbreviations throughout this report:

APB	Accounting Principles Board
ARB	Accounting Research Bulletin
FASB	The Financial Accounting Standards Board
FIN	FASB Interpretation (Number)
GAAP	U.S. generally accepted accounting principles
SAB	Staff Accounting Bulletin
SEC	Securities and Exchange Commission
SFAS	Statement of Financial Accounting Standards
EITF	Emerging Issues Task Force

8

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Note 2 – Stock-based compensation plans

We offer four types of stock-based compensation plans: long-term stock-based incentive plans, an executive incentive plan, an employee stock purchase plan, and a directors’ deferred fee plan. The Compensation Committee and the Select Committee of our Board of Directors administer these plans. We account for these plans in accordance with SFAS No. 123 (revised), “Share-Based Payment.” For more information about these plans and how we determine valuations of stock-based awards, read Note 18, “Stock-based compensation plans,” in our 2006 Annual Report to Shareholders.

At June 30, 2007, we held approximately 10.5 million shares of our stock in our treasury. This is more than adequate to meet the share requirements of our current stock-based compensation plans.

	For the three months				For the six months
	ended June 30,				ended June 30,
Effects of stock-based compensation (in millions)	2007		2006		2007		2006
Compensation expense	$	1.5	$	1.5	$	4.6	$	3.7
Tax benefit		0.7		0.6		1.8		1.3
Net income effect	$	0.8	$	0.9	$	2.8	$	2.4

	For the three months ended June 30,						For the six months ended June 30,
Stock option valuation assumptions	2007			2006			2007			2006
Risk-free interest rate		4.51% - 4.84	%		4.62% - 4.94	%		4.48% - 4.84	%		4.51% - 4.94	%
Volatility of Corporation’s stock		13.53% - 13.96	%		14.47% - 14.59	%		13.53% - 18.25	%		14.47% - 20.82	%
Expected dividend yield		3.06% - 3.17	%		2.72% - 2.84	%		2.88% - 3.17	%		2.72% - 2.86	%
Expected life of options	4.5 - 8.2 years			4.3 - 8.4 years			4.5 - 8.2 years			4.3 - 8.4 years

In the table above:

• We use the Black-Scholes valuation method.

• The risk-free interest rate is the U.S. Treasury rate commensurate with the expected life of options on the date of each grant.

• We based the volatility of our stock on historical volatility over a span of time equal to the expected life of options.

• We based the expected life of stock option awards on historical experience. Expected life is the period of time we estimate that stock options granted will remain outstanding.

Long-term stock-based incentive plans

	For the three months				For the six months
	ended June 30,				ended June 30,
Options exercised (dollars in millions)	2007		2006		2007		2006
Number of options exercised		188,777		320,244		438,687		754,380
Total intrinsic value of options exercised	$	1.1	$	1.6	$	2.4	$	3.2
Cash received from options exercised	$	9.2	$	10.6	$	16.3	$	21.9
Tax deduction realized from options exercised	$	0.6	$	2.3	$	1.6	$	4.3

9

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

						Weighted
				Weighted		average	Aggregate
				average		remaining	intrinsic value
Stock option activity	Stock			exercise		contractual	per option
for the three months ended June 30, 2007	options			price		term	outstanding
Outstanding at April 1, 2007		6,781,185		$	35.01	6.1 years	$	6.08
Granted		23,332		$	41.72
Exercised		(188,777	)	$	31.49
Expired		(400	)	$	26.95
Forfeited		(4,654	)	$	33.61
Outstanding at June 30, 2007		6,610,686		$	35.12	6.0 years	$	6.09
Exercisable at June 30, 2007		3,791,192		$	31.17	4.3 years	$	5.75

						Weighted
				Weighted		average	Aggregate
				average		remaining	intrinsic value
Stock option activity	Stock			exercise		contractual	per option
for the three months ended June 30, 2006	options			price		term	outstanding
Outstanding at April 1, 2006		6,805,579		$	32.90	6.6 years	$	5.81
Granted		22,061		$	43.64
Exercised		(320,244	)	$	27.34
Expired		(800	)	$	26.60
Forfeited		(12,750	)	$	37.02
Outstanding at June 30, 2006		6,493,846		$	33.11	6.3 years	$	5.96
Exercisable at June 30, 2006		3,599,233		$	29.23	4.7 years	$	5.43

						Weighted
				Weighted		average	Aggregate
				average		remaining	intrinsic value
Stock option activity	Stock			exercise		contractual	per option
for the six months ended June 30, 2007	options			price		term	outstanding
Outstanding at January 1, 2007		6,161,967		$	33.43	6.3 years	$	5.89
Granted		956,033		$	43.65
Exercised		(438,687	)	$	29.38
Expired		(1,200	)	$	27.24
Forfeited		(67,427	)	$	36.88
Outstanding at June 30, 2007		6,610,686		$	35.12	6.0 years	$	6.09
Exercisable at June 30, 2007		3,791,192		$	31.17	4.3 years	$	5.75

10

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

						Weighted
				Weighted		average	Aggregate
				average		remaining	intrinsic value
Stock option activity	Stock			exercise		contractual	per option
for the six months ended June 30, 2006	options			price		term	outstanding
Outstanding at January 1, 2006		6,335,292		$	30.56	6.8 years	$	5.48
Granted		956,466		$	43.21
Exercised		(754,380	)	$	24.14
Expired		(800	)	$	26.60
Forfeited		(42,732	)	$	34.77
Outstanding at June 30, 2006		6,493,846		$	33.11	6.3 years	$	5.96
Exercisable at June 30, 2006		3,599,233		$	29.23	4.7 years	$	5.43

Unvested stock options

At June 30, 2007, total unrecognized compensation cost related to unvested options was $10.4 million. We expect to record that expense over a weighted average period of 2.0 years.

Unvested stock options for the three months ended June 30, 2007	Stock options			Weighted average fair value at grant date
Unvested at April 1, 2007		2,824,728		$	6.55
Granted		23,332		$	5.29
Vested		(16,116	)	$	6.45
Exercised		(1,000	)	$	5.38
Expired		—			—
Forfeited		(11,450	)	$	5.76
Unvested at June 30, 2007		2,819,494		$	6.55

Unvested stock options for the three months ended June 30, 2006	Stock options			Weighted average fair value at grant date
Unvested at April 1, 2006		3,275,998		$	6.21
Granted		22,061		$	6.28
Vested		(392,096	)	$	4.81
Exercised		—			—
Expired		—			—
Forfeited		(11,350	)	$	6.05
Unvested at June 30, 2006		2,894,613		$	6.63

11

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Unvested stock options for the six months ended June 30, 2007	Stock options			Weighted average fair value at grant date
Unvested at January 1, 2007		2,850,400		$	6.41
Granted		956,033		$	7.04
Vested		(927,216	)	$	6.69
Exercised		(1,000	)	$	5.38
Expired		—			—
Forfeited		(58,723	)	$	5.76
Unvested at June 30, 2007		2,819,494		$	6.55

Unvested stock options for the six months ended June 30, 2006	Stock options			Weighted average fair value at grant date
Unvested at January 1, 2006		3,301,358		$	5.59
Granted		956,466		$	7.14
Vested		(1,323,279	)	$	4.94
Exercised		—			—
Expired		—			—
Forfeited		(39,932	)	$	5.85
Unvested at June 30, 2006		2,894,613		$	6.63

Restricted stock grants

We amortize the value of restricted stock grants into stock-based compensation expense on a straight-line basis over the requisite service period for the entire award. At June 30, 2007, total unrecognized compensation cost related to restricted stock grants was $2.2 million. We expect to record that expense over a weighted average period of 1.3 years.

Under our incentive plans, the vesting period for restricted stock awards is accelerated upon retirement and in certain other circumstances. When we award restricted stock to people from whom we may not receive services in the future, such as those who are eligible for retirement, GAAP requires us to recognize the expense of restricted stock grants when we make the award instead of amortizing the expense over the vesting period of the award. In the 2007 second quarter, we recorded $0.3 million of expense for restricted stock grants. In the first six months of 2007, we recorded $1.7 million of expense for restricted stock grants.

Restricted stock activity for the three months ended June 30, 2007	Restricted shares		Weighted average fair value at grant date
Outstanding at April 1, 2007		90,874	$	42.72
Granted		—		—
Vested		—		—
Forfeited		—		—
Outstanding at June 30, 2007		90,874	$	42.72

Restricted stock activity for the three months ended June 30, 2006	Restricted shares		Weighted average fair value at grant date
Outstanding at April 1, 2006		43,719	$	40.15
Granted		10,000	$	43.38
Vested		—		—
Forfeited		—		—
Outstanding at June 30, 2006		53,719	$	40.75

12

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Restricted stock activity for the six months ended June 30, 2007	Restricted shares			Weighted average fair value at grant date
Outstanding at January 1, 2007		55,735		$	40.84
Granted		54,370		$	43.36
Vested		(19,231	)	$	39.07
Forfeited		—			—
Outstanding at June 30, 2007		90,874		$	42.72

Restricted stock activity for the six months ended June 30, 2006	Restricted shares			Weighted average fair value at grant date
Outstanding at January 1, 2006		25,730		$	34.84
Granted		37,860		$	43.30
Vested		(9,871	)	$	35.12
Forfeited		—			—
Outstanding at June 30, 2006		53,719		$	40.75

Employee stock purchase plan

For the employee stock purchase plan, we record stock-based compensation expense that represents the fair value of plan participants’ options to purchase shares, amortized over the plan’s fiscal year. For the three months ended June 30, 2007, total recognized compensation cost related to the employee stock purchase plan was $0.2 million and total unrecognized compensation cost related to this plan was $0.7 million. For the six months ended June 30, 2007, total recognized compensation cost related to the employee stock purchase plan was $0.3 million and total unrecognized compensation cost related to this plan was $0.7 million.

	Shares reserved			Subscriptions			Price per
Employee stock purchase plan	for future subscriptions			outstanding			share
Balance at January 1, 2006		590,290			106,836
Subscriptions entered into on June 1, 2006		(95,551	)		95,551		$	37.06
Forfeitures		6,038			(6,038	)	$	30.54-$37.06
Shares issued		—			(102,348	)	$	30.54
Balance at January 1, 2007		500,777			94,001
Subscriptions entered into on June 1, 2007		(106,012	)		106,012		$	36.64
Forfeitures		2,090			(2,090	)	$	37.06
Shares issued		—			(91,911	)	$	37.06
Balance at June 30, 2007		396,855			106,012

13

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Note 3 – Comprehensive income

	For the three months						For the six months
	ended June 30,						ended June 30,
Comprehensive income (in millions)	2007			2006			2007			2006
Net income	$	48.9		$	46.9		$	91.8		$	91.1
Other comprehensive income, net of tax:
Net unrealized gains/(losses) on securities		(10.1	)		(12.8	)		(6.7	)		(17.2	)
Reclassification adjustment for securities losses/(gains) included in net income		(0.1	)		0.1			(0.1	)		0.1
Net unrealized holding gains/(losses) arising during the period on derivatives used for cash flow hedges		(5.3	)		(2.6	)		(5.2	)		(5.8	)
Amortization of derivative costs		0.4			—			0.7			—
Foreign currency translation adjustments		0.2			0.6			0.3			0.7
SERP liability adjustment		0.2			—			0.2			—
Postretirement benefits liability adjustment		(0.6	)		—			(0.6	)		—
Minimum pension liability adjustment		0.8			—			0.8			—
Total comprehensive income	$	34.4		$	32.2		$	81.2		$	68.9

Note 4 – Earnings per share

Computation of basic and diluted net	For the three months				For the six months
earnings per share (in millions, except	ended June 30,				ended June 30,
share amounts)	2007		2006		2007		2006
Numerator:
Net income	$	48.9	$	46.9	$	91.8	$	91.1
Denominator for basic earnings per share – weighted-average shares		68.4		68.5		68.5		68.3
Effect of dilutive securities:
Employee stock options		1.0		1.3		1.0		1.3
Denominator for diluted earnings per share – adjusted weighted-average shares and assumed conversions		69.4		69.7		69.5		69.6
Basic earnings per share	$	0.71	$	0.69	$	1.34	$	1.33
Diluted earnings per share	$	0.70	$	0.67	$	1.32	$	1.31
Cash dividends declared per share	$	0.335	$	0.315	$	0.650	$	0.615
Anti-dilutive stock options excluded		0.2		0.9		0.2		0.9

Note 5 – Derivative and hedging activities

We use derivative financial instruments, primarily interest rate swaps and floors, to manage the effects of fluctuating interest rates on net interest income. We also use interest rate swap contracts to help commercial loan clients manage their interest rate risk. We do not hold or issue derivative financial instruments for trading purposes.

14

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

As of June 30, 2007, the notional amount we had hedged in derivative instruments for our own interest rate risk management purposes amounted to $1,125.0 million, as follows:

• $1.0 billion of interest rate floor contracts in connection with floating rate loans in our commercial loan portfolio, and

• $125.0 million of swaps with other financial institutions made in connection with our issues of subordinated long-term debt.

Both of these amounts were the same as at December 31, 2006.

We amortize the premiums we pay for interest rate floor contracts over the life of each floor and net the expense against interest income from floating rate loans.

	For the three months				For the six months
	ended June 30,				ended June 30,
Interest rate floor expense (in millions)	2007		2006		2007		2006
Interest rate floor contract expense	$	0.4	$	—	$	0.7	$	0.1

On March 31, 2006, we sold $250.0 million of interest rate swap contracts associated with the $250.0 million of subordinated long-term debt we issued on April 4, 2003. We realized a loss of $12.7 million in this transaction. We will recognize the amount of the loss over the remaining life of the debt, which matures in 2013, and record it in our income statement as interest expense on long-term debt.

As of June 30, 2007, we also had client swap contracts of $402.4 million and an equal amount of swap contracts with third parties to mirror the client swaps, for a total of $804.8 million of swaps associated with loans to clients.

For more information about our derivative and hedging activities, read Note 14, “Derivative financial instruments,” in our 2006 Annual Report to Shareholders.

Note 6 – Reserve for loan losses

	For the three months						For the six months
	ended June 30,						ended June 30,
Changes in the reserve for loan losses (in millions)	2007			2006			2007			2006
Reserve for loan losses at beginning of period	$	94.5		$	93.6		$	94.2		$	91.4
Charge-offs		(5.4	)		(5.7	)		(10.5	)		(8.9	)
Recoveries		1.9			2.2			3.7			3.6
Net charge-offs		(3.5	)		(3.5	)		(6.8	)		(5.3	)
Provision charged to operations		6.5			4.2			10.1			8.2
Reserve for loan losses at end of period	$	97.5		$	94.3		$	97.5		$	94.3

15

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Note 7 – Goodwill and other intangible assets

	At June 30, 2007						At December 31, 2006
Goodwill and	Gross				Net		Gross				Net
other intangible assets	carrying		Accumulated		carrying		carrying		Accumulated		carrying
(in millions)	amount		amortization		amount		amount		amortization		amount
Goodwill (nonamortizing)	$	358.0	$	29.8	$	328.2	$	321.2	$	29.8	$	291.4
Other intangibles:
Amortizing:
Mortgage servicing rights	$	8.6	$	6.8	$	1.8	$	8.3	$	6.4	$	1.9
Client lists		56.4		18.8		37.6		49.3		16.5		32.8
Acquisition costs		1.7		1.7		—		1.7		1.7		—
Other intangibles		1.9		1.2		0.7		1.8		1.1		0.7
Total other intangibles	$	68.6	$	28.5	$	40.1	$	61.1	$	25.7	$	35.4

	For the three months				For the six months
	ended June 30,				ended June 30,
Amortization expense of other intangibles (in millions)	2007		2006		2007		2006
Amortization expense of other intangible assets	$	1.4	$	1.3	$	2.8	$	2.6

Future amortization expense of other intangible assets
for the year ended December 31 (in millions)	2008		2009		2010		2011		2012
Estimated future amortization expense of other intangibles	$	5.5	$	5.0	$	4.3	$	3.8	$	3.1

			Wealth		Corporate		Affiliate
Changes in the carrying amount of goodwill	Regional		Advisory		Client		Money
by business segment (in millions)	Banking		Services		Services		Managers		Total
Balance as of January 1, 2007	$	3.8	$	88.9	$	22.7	$	176.0	$	291.4
Goodwill acquired		—		17.0		2.0		17.3		36.3
Increase in carrying value due to foreign currency translation adjustments		—		—		0.5		—		0.5
Balance as of June 30, 2007	$	3.8	$	105.9	$	25.2	$	193.3	$	328.2

The goodwill acquired in 2007 consists of:

• $17.0 million recorded under Wealth Advisory Services in connection with the acquisition of Bingham Legg Advisers, LLC.

• $2.0 million recorded under Corporate Client Services in connection with the acquisition of Amaco (Luxembourg) S.A.

• $4.3 million recorded under Affiliate Money Managers in connection with an increase in WT Investments, Inc.’s equity interest in Cramer Rosenthal McGlynn.

• $13.0 million recorded under Affiliate Money Managers in connection with the purchase of a portion of the Class B interests of principals of the Portland, Oregon, office of Roxbury Capital Management.

16

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

	2007					2006
					Weighted					Weighted
Changes in other intangible assets					average					average
for the six months ended June 30	Amount		Residual		amortization	Amount		Residual		amortization
(in millions)	assigned		value		period	assigned		value		period
Mortgage servicing rights	$	0.3	$	—	8 years	$	0.3	$	—	8 years
Client lists		7.0		—	16 years		4.9		—	18 years
Increase in carrying value of client lists due to foreign currency translation adjustments		0.1		—			0.1		—
Other intangibles		0.1		—	9 years		—		—
Changes in other intangible assets	$	7.5	$	—		$	5.3	$	—

The amount recorded for client lists in 2007 consists of:

• $6.3 million recorded under Wealth Advisory Services in connection with the acquisition of Bingham Legg Advisers, LLC.

• $0.7 million recorded under Affiliate Money Managers in connection with an increase in WT Investments, Inc.’s equity interest in Cramer Rosenthal McGlynn.

Note 8 – Components of net periodic benefit cost

We offer a pension plan, a supplemental executive retirement plan (SERP), and other postretirement benefit plans for which we record net periodic costs. For more information about these plans, read Note 17, “Pension and other postretirement benefits,” in our 2006 Annual Report to Shareholders.

	Postretirement
Components of net periodic benefit cost	Pension benefits						SERP benefits				benefits
For the three months ended June 30	2007			2006			2007		2006		2007			2006
Service cost	$	2.3		$	2.1		$	0.2	$	0.2	$	0.3		$	0.3
Interest cost		2.8			2.6			0.3		0.3		0.6			0.5
Expected return on plan assets		(4.0	)		(3.6	)		—		—		—			—
Amortization of prior service cost		0.2			0.2			0.1		0.1		(0.1	)		(0.1	)
Recognized actuarial (gain)/loss		0.4			0.5			—		0.1		0.2			0.2
Net periodic benefit cost	$	1.7		$	1.8		$	0.6	$	0.7	$	1.0		$	0.9
Employer contributions	$	—		$	—		$	0.1	$	0.1	$	1.4		$	1.2

17

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

	Postretirement
Components of net periodic benefit cost	Pension benefits						SERP benefits				benefits
For the six months ended June 30	2007			2006			2007		2006		2007			2006
Service cost	$	4.5		$	4.2		$	0.3	$	0.4	$	0.7		$	0.6
Interest cost		5.6			5.2			0.7		0.6		1.2			1.1
Expected return on plan assets		(8.0	)		(7.2	)		—		—		—			—
Amortization of prior service cost		0.4			0.4			0.2		0.2		(0.3	)		(0.2	)
Recognized actuarial (gain)/loss		0.9			1.0			0.1		0.2		0.4			0.4
Net periodic benefit cost	$	3.4		$	3.6		$	1.3	$	1.4	$	2.0		$	1.9
Employer contributions	$	—		$	—		$	0.3	$	0.3	$	2.7		$	2.2
Expected annual contribution	$	—					$	0.6			$	5.4

Note 9 – Temporarily impaired investment securities

We periodically review the debt and equity securities in our investment portfolio in order to determine if their fair value is equal to, less than, or in excess of their book value (their value at the time of initial investment). When the fair value of a security falls below its book value, the security is considered impaired. If we determine that the impairment is temporary, we report an unrealized loss that represents the difference between the security’s fair value and its book value. For more information about our temporarily impaired investment securities, read Note 6, “Investment securities,” in our 2006 Annual Report to Shareholders.

	Fewer than 12 months					12 months or longer					Total
Temporarily impaired			Estimated					Estimated					Estimated
securities at June 30, 2007	Fair		unrealized			Fair		unrealized			Fair		unrealized
(in millions)	value		losses			value		losses			value		losses
U.S. Treasury	$	27.2	$	—		$	76.2	$	(1.0	)	$	103.4	$	(1.0	)
Government agencies		208.8		(1.6	)		346.0		(4.6	)		554.8		(6.2	)
Mortgage-backed securities		16.4		(0.2	)		579.8		(29.4	)		596.2		(29.6	)
Corporate debt securities		50.9		(0.7	)		71.2		(0.9	)		122.1		(1.6	)
Preferred stocks		45.0		(1.1	)		10.6		(0.8	)		55.6		(1.9	)
Total temporarily impaired securities	$	348.3	$	(3.6	)	$	1,083.8	$	(36.7	)	$	1,432.1	$	(40.3	)

Temporarily impaired	Fewer than 12 months					12 months or longer					Total
securities at December			Estimated					Estimated					Estimated
31, 2006	Fair		unrealized			Fair		unrealized			Fair		unrealized
(in millions)	value		losses			value		losses			value		losses
U.S. Treasury	$	48.9	$	—		$	76.3	$	(1.4	)	$	125.2	$	(1.4	)
Government agencies		246.5		(0.5	)		339.1		(4.7	)		585.6		(5.2	)
Mortgage-backed securities		2.9		—			662.1		(22.4	)		665.0		(22.4	)
Corporate debt securities		72.1		(0.8	)		58.7		(1.0	)		130.8		(1.8	)
Preferred stocks		33.8		(0.6	)		5.6		(0.3	)		39.4		(0.9	)
Total temporarily impaired securities	$	404.2	$	(1.9	)	$	1,141.8	$	(29.8	)	$	1,546.0	$	(31.7	)

18

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Note 10 – Income taxes

We adopted the provisions of FIN 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109,” on January 1, 2007. As a result of the implementation, we made a comprehensive review of our uncertain tax positions in accordance with the recognition standards established by FIN 48. According to the Interpretation, a tax position is recognized if it is more likely than not that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. If the tax position meets the more likely-than-not threshold, the position is measured to determine the amount of benefit to recognize and should be measured at the largest amount of benefit that is more than 50 percent likely of being realized upon ultimate settlement. As a result of this review, we adjusted our reserve for uncertain income tax positions as of January 2007 by recognizing additional liabilities of $1.4 million through a charge to retained earnings, as provided by the Interpretation. As of the adoption date, we had unrecognized tax benefits of $3.0 million, accrued interest expense related to unrecognized tax benefits of $0.4 million, and accrued penalties of $0.7 million. If recognized, the total amount of unrecognized tax benefits that would affect the effective tax rate was $4.1 million as of January 1, 2007. We recognize interest and penalties related to uncertain tax positions in income tax expense. The tax years 2001 through 2006 remain subject to examination by state taxing jurisdictions. The tax years 2003 through 2006 remain subject to federal examination.

Note 11 – Segment reporting

For segment reporting purposes, we discuss our business in four segments. There is a segment for each of our three businesses, which are Regional Banking, Wealth Advisory Services, and Corporate Client Services. The fourth segment combines the results from our affiliate money managers, Cramer Rosenthal McGlynn (CRM) and Roxbury Capital Management (RCM).

We report segment assets on an average-balance basis, because we

• Believe average balances offer a more relevant measure of business trends than period-end balances;

• Maintain and review all internal segment data on an average-balance basis; and

• Base some expense allocations on an average-balance basis.

For more information about these segments, read Note 1, “Nature of business,” and Note 21, “Segment reporting,” in our 2006 Annual Report to Shareholders. Our business segment accounting policies are the same as those described in Note 2, “Summary of significant accounting policies,” in our 2006 Annual Report to Shareholders.

Segment data for prior periods may differ from previously published figures due to changes in reporting methodology and/or organizational structure.

19

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

				Wealth			Corporate			Affiliate
Three months ended June 30, 2007	Regional			Advisory			Client			Money
(in millions)	Banking			Services			Services			Managers			Totals
Net interest income	$	86.3		$	6.1		$	3.5		$	(3.1	)	$	92.8
Provision for loan losses		(6.1	)		(0.4	)		—			—			(6.5	)
Net interest income after provision		80.2			5.7			3.5			(3.1	)		86.3
Advisory fees:
Wealth Advisory Services		0.7			51.3			1.4			—			53.4
Corporate Client Services		0.3			—			24.5			—			24.8
Affiliate Money Managers		—			—			—			6.5			6.5
Advisory fees		1.0			51.3			25.9			6.5			84.7
Amortization of affiliate intangibles		—			(0.7	)		(0.1	)		(0.3	)		(1.1	)
Advisory fees after amortization of affiliate intangibles		1.0			50.6			25.8			6.2			83.6
Other noninterest income		12.6			0.4			0.2			—			13.2
Securities gains		0.1			—			—			—			0.1
Net interest and noninterest income		93.9			56.7			29.5			3.1			183.2
Noninterest expense		(40.3	)		(44.8	)		(20.9	)		—			(106.0	)
Segment profit before income taxes		53.6			11.9			8.6			3.1			77.2
Applicable income taxes and minority interest		19.3			4.3			2.5			2.2			28.3
Segment net income	$	34.3		$	7.6		$	6.1		$	0.9		$	48.9
Depreciation and amortization	$	3.5		$	2.2		$	1.2		$	0.3		$	7.2
Efficiency ratio		39.94	%		78.32	%		70.85	%		—			55.58	%

20

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

				Wealth			Corporate			Affiliate
Three months ended June 30, 2006	Regional			Advisory			Client			Money
(in millions)	Banking			Services			Services			Managers			Totals
Net interest income	$	83.9		$	6.3		$	3.4		$	(3.2	)	$	90.4
Provision for loan losses		(3.7	)		(0.5	)		—			—			(4.2	)
Net interest income after provision		80.2			5.8			3.4			(3.2	)		86.2
Advisory fees:
Wealth Advisory Services		0.5			45.3			1.2			—			47.0
Corporate Client Services		0.3			—			20.5			—			20.8
Affiliate Money Managers		—			—			—			5.8			5.8
Advisory fees		0.8			45.3			21.7			5.8			73.6
Amortization of affiliate intangibles		—			(0.7	)		(0.1	)		(0.2	)		(1.0	)
Advisory fees after amortization of affiliate intangibles		0.8			44.6			21.6			5.6			72.6
Other noninterest income		12.5			0.9			0.4			—			13.8
Securities losses		(0.1	)		—			—			—			(0.1	)
Net interest and noninterest income		93.4			51.3			25.4			2.4			172.5
Noninterest expense		(38.2	)		(41.9	)		(18.2	)		—			(98.3	)
Segment profit before income taxes		55.2			9.4			7.2			2.4			74.2
Applicable income taxes and minority interest		19.7			3.5			2.7			1.4			27.3
Segment net income	$	35.5		$	5.9		$	4.5		$	1.0		$	46.9
Depreciation and amortization	$	2.8		$	2.2		$	1.2		$	0.2		$	6.4
Efficiency ratio		38.98	%		80.73	%		71.37	%					55.29	%

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Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

				Wealth			Corporate			Affiliate
Six months ended June 30, 2007	Regional			Advisory			Client			Money
(in millions)	Banking			Services			Services			Managers			Totals
Net interest income	$	170.3		$	12.4		$	7.2		$	(6.2	)	$	183.7
Provision for loan losses		(9.7	)		(0.4	)		—			—			(10.1	)
Net interest income after provision		160.6			12.0			7.2			(6.2	)		173.6
Advisory fees:
Wealth Advisory Services		1.3			100.8			2.8			—			104.9
Corporate Client Services		0.6			—			48.2			—			48.8
Affiliate Money Managers		—			—			—			11.3			11.3
Advisory fees		1.9			100.8			51.0			11.3			165.0
Amortization of affiliate intangibles		—			(1.5	)		(0.2	)		(0.5	)		(2.2	)
Advisory fees after amortization of affiliate intangibles		1.9			99.3			50.8			10.8			162.8
Other noninterest income		24.1			1.0			0.4			—			25.5
Securities gains		0.1			—			—			—			0.1
Net interest and noninterest income		186.7			112.3			58.4			4.6			362.0
Noninterest expense		(82.6	)		(92.4	)		(41.4	)		—			(216.4	)
Segment profit before income taxes		104.1			19.9			17.0			4.6			145.6
Applicable income taxes and minority interest		37.9			7.3			5.5			3.1			53.8
Segment net income	$	66.2		$	12.6		$	11.5		$	1.5		$	91.8
Depreciation and amortization	$	6.6		$	4.4		$	2.3		$	0.5		$	13.8
Investment in equity method investees	$	—		$	—		$	—		$	218.8		$	218.8
Segment average assets	$	9,144.6		$	1,401.7		$	197.1		$	205.9		$	10,949.3
Efficiency ratio		41.68	%		81.91	%		70.77	%					57.85	%

22

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

				Wealth			Corporate			Affiliate
Six months ended June 30, 2006	Regional			Advisory			Client			Money
(in millions)	Banking			Services			Services			Managers			Totals
Net interest income	$	164.9		$	12.8		$	6.2		$	(6.2	)	$	177.7
Provision for loan losses		(7.5	)		(0.7	)		—			—			(8.2	)
Net interest income after provision		157.4			12.1			6.2			(6.2	)		169.5
Advisory fees:
Wealth Advisory Services		1.1			89.9			2.5			—			93.5
Corporate Client Services		0.5			—			40.6			—			41.1
Affiliate Money Managers		—			—			—			10.6			10.6
Advisory fees		1.6			89.9			43.1			10.6			145.2
Amortization of affiliate intangibles		—			(1.4	)		(0.2	)		(0.4	)		(2.0	)
Advisory fees after amortization of affiliate intangibles		1.6			88.5			42.9			10.2			143.2
Other noninterest income		23.9			1.4			0.6			—			25.9
Securities losses		(0.1	)		—			—			—			(0.1	)
Net interest and noninterest income		182.8			102.0			49.7			4.0			338.5
Noninterest expense		(77.0	)		(82.1	)		(36.8	)		—			(195.9	)
Segment profit before income taxes		105.8			19.9			12.9			4.0			142.6
Applicable income taxes and minority interest		37.3			7.2			4.8			2.2			51.5
Segment net income	$	68.5		$	12.7		$	8.1		$	1.8		$	91.1
Depreciation and amortization	$	5.8		$	4.4		$	2.3		$	0.4		$	12.9
Investment in equity method investees	$	—		$	—		$	—		$	273.0		$	273.0
Segment average assets	$	8,448.2		$	1,381.8		$	193.9		$	261.7		$	10,285.6
Efficiency ratio		40.06	%		79.86	%		73.90	%					56.16	%

Note 12 – Accounting pronouncements

The following recent accounting pronouncements may affect our financial condition and results of operations.

SFAS No. 157. In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, provides a framework for measuring fair value in accordance with GAAP, and expands disclosures related to fair value measurements. The definitions, framework, and disclosures required by SFAS No. 157 apply to other accounting pronouncements that require or permit fair value measurement. This Statement does not require any new fair value measurements and will be effective for us with the fiscal year that begins on January 1, 2008. We have not completed our initial assessment of the effect, if any, that SFAS No. 157 may have on our financial statements or current practices regarding fair value measurements.

SFAS No. 159. In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115.” SFAS No. 159 provides entities the option to measure eligible financial instruments at fair value as of specified dates. The election to choose the fair value option may generally be applied on an instrument-by-instrument basis and typically is irrevocable. SFAS No. 159 will be effective for us with the fiscal year that begins on January 1, 2008. We have not completed our initial assessment of the effect, if any, that SFAS No. 159 may have on our financial statements.

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Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

COMPANY OVERVIEW

Wilmington Trust Corporation (the Corporation) is (we are) a Delaware corporation and a financial holding company under the Bank Holding Company Act. We are a relationship management company that helps clients increase and preserve their wealth. We do this by providing fiduciary, wealth management, investment advisory, financial planning, insurance, broker-dealer, lending, and deposit-taking services. At December 31, 2006, we had client relationships in 92 countries.

Our mission is to help our clients succeed. Our driving force is sustainable earnings growth and consistent profitability with low volatility. Our strategy is to deliver consistent results by investing in businesses that have the most potential for long-term growth or high operating profit margins; being the market leader in each of our businesses; and increasing profitability without compromising our overall risk profile.

We deliver our services through three businesses: Regional Banking, Corporate Client Services, and Wealth Advisory Services.

Regional Banking

We offer Regional Banking services throughout the Delaware Valley region, which we define as the state of Delaware; areas of Maryland, New Jersey, and Pennsylvania that are geographically contiguous to Delaware, including those along the I-95 corridor from Princeton, New Jersey, to the Baltimore–Washington, D.C., area; and Maryland’s Eastern Shore. We seek clients within this region with whom we can build long-term relationships.

We offer commercial banking services, including commercial loans, construction loans, and commercial mortgages, throughout this region. We focus our commercial banking services on middle market clients, which we define as family-owned or closely held businesses with annual sales of up to $250 million. In addition to our retail branch offices in Delaware, we have commercial banking offices in Maryland, New Jersey, and Pennsylvania. We staff the offices outside Delaware with teams of commercial bankers and wealth managers.

We target our retail banking activities, including consumer lending, residential mortgage lending, and core deposit gathering, to clients in Delaware, where we maintain a traditional branch office network. Our deposit products include demand checking, certificates of deposit, negotiable order of withdrawal accounts, and various savings and money market accounts. At June 30, 2007, we had 47 branch offices in Delaware.

Corporate Client Services

The Corporate Client Services (CCS) business serves institutional clients who seek the advantageous legal, tax, and creditor protections available in jurisdictions in the United States, the Caribbean, and Europe. At December 31, 2006, CCS had clients in 86 countries.

CCS provides a variety of trustee, agency, asset management, and administrative services to clients who use capital markets financing structures, who seek to establish and maintain legal residency (nexus) for special purpose entities, and who use independent trustees to hold retirement plan assets. We group these services into four categories: capital markets services, entity management services, retirement services, and investment and cash management services.

• Capital markets services include owner trustee, indenture trustee, and other specialized services for capital markets transactions, including asset-backed securitizations and other types of structures, such as those

24

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

	used to finance aircraft, power generating facilities, ships, and other types of capital equipment. CCS also serves as indenture, successor, collateral, or liquidating trustee in corporate debt issuances, reorganizations, debt restructurings, mergers, and bankruptcies. In addition, CCS provides indenture trustee, administrative, and analytical services for collateralized debt obligations.
•	Entity management services help special purpose entities and captive insurance companies comply with legal residency requirements (nexus) in preferred jurisdictions. CCS provides independent directors, office space, administrative services, and corporate governance services for these entities.
•	Retirement services include trustee and administrative services for 401(k) and other types of retirement plans for which plan sponsors use different investment management, recordkeeping, and trustee service providers.
•	Investment and cash management services help clients increase the returns on short-term investments and other fixed income portfolios.

CCS has offices in Delaware, Minnesota, Nevada, New York, South Carolina, Vermont, Grand Cayman, the Channel Islands, Dublin (Ireland), London (England), Frankfurt (Germany), and Luxembourg.

Wealth Advisory Services

The Wealth Advisory Services (WAS) business provides a variety of asset management, family office, and fiduciary services for high-net-worth individuals and families. WAS specializes in planning for the growth, protection, and transfer of wealth across multiple generations and we target clients with liquid assets of $10 million or more. At December 31, 2006, WAS had clients in all 50 states and 35 other countries.

• Asset management services help clients manage investment risk and increase investment return by emphasizing diversification and by using forward-looking asset allocation, tactical rebalancing, and a blend of active and passive funds. WAS provides objectivity by using a mix of investment managers. For fixed income and core equity investments, WAS uses Wilmington Trust staff. For other asset classes and styles, WAS uses independent investment managers. Because we can structure investments in everything from limited partnerships to mutual funds, all clients, regardless of account size, have access to our best thinking.

• Family office services help clients identify, review, consolidate, and execute financial and life-style management needs. We specialize in four areas: legal structures for family offices; considerations for clients with inherited wealth; compensation strategies for corporate executives; and the needs of clients in the entertainment and sports industries. Our family office services include family governance planning, investment consulting, real estate acquisition and disposition, cash flow management and budgeting, tax planning and compliance, risk assessment, insurance oversight, family security, bill payment and payroll management services, among others. Family office clients may or may not also use our asset management services.

• Fiduciary services include trust, administrative, tax, philanthropic, and estate settlement services.

• Other services include financial planning, private banking, custom lending, mutual fund, broker-dealer, and insurance services.

WAS has offices in California, Connecticut, Delaware, Florida, Georgia, Maryland, Massachusetts, New Jersey, New York, and Pennsylvania. WAS offices located within the Regional Banking geographic footprint (Delaware, Maryland, New Jersey, and Pennsylvania) are staffed with teams of wealth managers and

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Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

commercial bankers in order to serve the middle market business clients targeted in the commercial banking business.

Each of our three businesses provides different kinds of services, has a different geographic scope, and targets specific kinds of clients. Each of these businesses uses services from the other two. Collectively, they generate a balanced and diversified revenue stream that has helped us produce consistent growth and profitability, with low volatility, throughout 104 years of economic cycles.

Affiliate money managers

We have ownership positions in two investment management firms: Cramer Rosenthal McGlynn, LLC (CRM) and Roxbury Capital Management, LLC (RCM). CRM and RCM are not part of our WAS business, and their managers and staff are not Wilmington Trust employees. Revenue reported on our income statement from CRM and RCM is recorded net of their expenses and is based on our ownership position in each. For the purposes of business profitability and segment reporting, we combine results from CRM and RCM into one segment called “Affiliate Money Managers.” For more information about CRM and RCM, read Note 4, “Affiliates and acquisitions,” which begins on page 75 of our 2006 Annual Report to Shareholders. For more information about segment reporting, read Note 11, “Segment reporting,” in this report.

Legal entities and subsidiaries

We provide our services through various legal entities and subsidiaries that we own wholly or in part. For more information about these entities and subsidiaries, the services they provide, and the regulations to which they are subject, read Note 1, “Nature of business,” in our 2006 Annual Report to Shareholders.

Since January 1, 2007, we:

• Formed WT Luxembourg SARL to acquire Amaco and hold the equity interests in most of our offshore companies;

• Acquired Amaco (Luxembourg) S.A., which we subsequently renamed Wilmington Trust SP Services (Luxembourg) S.A.;

• Acquired Bingham Legg Advisers, LLC (BLA), which we subsequently liquidated into Wilmington Trust FSB;

• Acquired BLA Holdings Corp. (as a subsidiary of BLA); and

• Acquired BDG&CO, a company that holds nominee title to shares of stock managed by BLA and whose partners are BLA (now Wilmington Trust FSB) and BLA Holdings Corp.

RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007

EXECUTIVE SUMMARY

This report discusses:

• Changes in our financial condition since December 31, 2006. All balances cited are period-end balances unless otherwise noted. In some cases, we present amounts as of June 30, 2006, for historical reference.

• The results of our operations for the second quarter and first half of 2007 (the three and six months ended June 30, 2007), compared with the corresponding period in 2006. In some cases, we provide amounts for other periods to provide historical context.

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Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Year-to-date (YTD) references are as of June 30.

Changes in financial condition

Our capital position remained strong during the first six months of 2007:

• In April, our Board of Directors increased the cash dividend for the 26th consecutive year.

• Our regulatory capital continued to exceed the Federal Reserve Board’s minimum guidelines for well-capitalized and adequately capitalized institutions.

• We repurchased more than 1 million of our shares.

• Stockholders’ equity increased $12.8 million to $1.07 billion.

For more information about these items, see the capital resources discussion in this report.

Total assets at June 30, 2007, were $126 million lower than at year-end 2006, mainly because balances declined in the investment securities portfolio. As a percentage of total assets, the size of the investment securities portfolio was relatively the same as for prior periods. Loans continued to represent the majority of assets.

Assets (dollars in millions)	At 6/30/07			At 12/31/06			At 6/30/06
Loan balances	$	8,274.7		$	8,094.9		$	7,755.2
Loans as a percentage of total assets		75	%		73	%		73	%
Investment securities portfolio balances	$	1,814.0		$	2,114.6		$	1,837.2
Investment securities as a percentage of total assets		16	%		19	%		17	%
Total assets	$	11,031.0		$	11,157.0		$	10,613.3

Assets that generate interest are called earning assets. They comprise loans before subtracting the reserve for loan losses; investment securities; and federal funds sold and securities purchased under agreements to resell. Most of our assets are earning assets. They are discussed in more detail in the investment securities portfolio and Regional Banking sections of this report.

Earning assets	At 6/30/07			At 12/31/06			At 6/30/06
Total earning assets (in millions)	$	10,106.7		$	10,278.4		$	9,659.1
Percentage in loans		82	%		79	%		80	%
Percentage in investment securities		18	%		21	%		19	%

Core deposits continued to account for more than half of total liabilities. For more information about core balances, see the Regional Banking discussion in this report. For more information about other deposits and short-term borrowings, read the funding discussion in this report.

Liabilities (dollars in millions)	At 6/30/07			At 12/31/06			At 6/30/06
Core deposits	$	5,044.0		$	5,131.9		$	5,024.5
Core deposits as a percentage of total liabilities		51	%		51	%		53	%
National funding	$	3,118.8		$	3,197.2		$	2,760.6
National funding as a percentage of total liabilities		31	%		32	%		28	%
Short-term borrowings (STBs)	$	1,176.9		$	1,158.8		$	1,184.5
STBs as a percentage of total liabilities		12	%		11	%		12	%
Total liabilities	$	9,958.7		$	10,097.7		$	9,546.1

27

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Results for the second quarter of 2007, on an annualized basis, produced a return on average assets of 1.80% and a return on average equity of 17.51%. The corresponding returns for the second quarter of 2006 were 1.81% and 17.75%, respectively.

Results for the first six months of 2007, on an annualized basis, produced a return on average assets of 1.69% and a return on average equity of 16.96%. The corresponding returns for the first six months of 2006 were 1.79% and 17.61%, respectively.

Investment securities portfolio

Balances at year-end 2006 reflected investments we added late in 2006 to satisfy collateral requirements on some client deposits. Included in these deposits were certificates of deposit in amounts of $100,000 or more and accounts that use short-term cash sweeps. During the first six months of 2007, our need for this type of collateral decreased as we shifted these client deposits into products that do not require collateral. Since we needed less collateral, we had less need to replace the associated securities as they matured or were called. Consequently, the investment securities portfolio at June 30, 2007, was $300.6 million less than at December 31, 2006.

Assets	At 6/30/07			At 12/31/06			At 6/30/06
Investment securities portfolio balances (in millions)	$	1,814.0		$	2,114.6		$	1,837.2
Investment securities as a percentage of total assets		16	%		19	%		17	%

Composition of investment securities portfolio	At 6/30/07			At 12/31/06			At 6/30/06
Collateralized mortgage obligations		12	%		12	%		16	%
Mortgage-backed securities		21	%		20	%		25	%
Corporate issues		19	%		17	%		19	%
U.S. government agencies		35	%		38	%		22	%
U.S. Treasury		6	%		6	%		10	%
Preferred stocks		4	%		4	%		5	%
Municipal bonds		1	%		1	%		1	%
Other		2	%		2	%		2	%
Percentage invested in fixed income instruments		80	%		82	%		78	%

At June 30, 2007:

• All of the mortgage-backed securities in the portfolio were AAA-rated instruments issued by U.S. government agencies for which the underlying collateral is residential mortgages;

• There were no subprime mortgages in this underlying collateral; and

• Almost all of these securities were invested in fixed rate instruments with terms of 15 years or less.

Balances of mortgage-related instruments, which tend to be higher than residential mortgage balances, reflect one element of our strategies to manage the duration and interest rate risk associated with mortgage-related instruments. We believe we can manage this risk more efficiently in the investment securities portfolio than by retaining residential mortgages on our balance sheet. More details about our interest rate risk management strategies are in the section of this report on quantitative and qualitative disclosures about market risk.

Pay downs of mortgage-backed instruments accelerated during the first six months of 2007, mainly because the yield curve was flat. This caused the average life and duration of mortgage-backed instruments to decrease. This decline, coupled with the reduced need for short-term investments to collateralize client accounts, caused the average life of the portfolio overall to increase. Duration for the portfolio overall was relatively unchanged from year-end 2006.

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Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Average life in the investment securities portfolio (in years)	At 6/30/07		At 12/31/06		At 6/30/06
Mortgage-backed instruments		3.74		4.10		4.74
Total portfolio		5.08		4.93		6.00

Duration in the investment securities portfolio (in years)	At 6/30/07		At 12/31/06		At 6/30/06
Mortgage-backed instruments		3.49		3.80		4.36
Total portfolio		2.19		2.24		2.78

Our policy is to invest in securities with an investment grade of “A” or better, as assigned by Standard & Poor’s or Moody’s Investors Service, at the time of purchase.

Results of operations

Net income was 4% higher for the second quarter and 1% higher for the first six months of 2007 than for the corresponding periods in 2006.

Earnings per share (on a diluted basis) were 5% higher for the second quarter and 1% higher for the first six months of 2007 than for the corresponding periods in 2006.

Net income (dollars in millions, except share amounts)	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Net interest income	$	92.8		$	90.4		$	183.7		$	177.7
Provision for loan losses		(6.5	)		(4.2	)		(10.1	)		(8.2	)
Noninterest income		96.9			86.3			188.4			169.0
Noninterest expense		106.0			98.3			216.4			195.9
Net income	$	48.9		$	46.9		$	91.8		$	91.1
Earnings per share (diluted)	$	0.70		$	0.67		$	1.32		$	1.31
Average shares outstanding (diluted, in thousands)		69,435			69,746			69,546			69,591

CCS and WAS recorded double-digit revenue growth for the second quarter and first six months of 2007. The net interest margin for the second quarter was 3.73%, up 6 basis points from the 2007 first quarter. Compared to the second quarter and first half of 2006, the margin was lower, primarily due to the timing of deposit repricing, most of which occurred in the second half of 2006.

Although the pace of loan growth slowed, the second quarter marked the 17th consecutive quarter of loan growth on an average-balance basis, and loan balances exceeded $8.15 billion. Credit quality remained stable, with 97% of our loans receiving pass ratings in the internal risk rating analysis for both the first and second quarters of 2007. The net charge-off ratio was 4 basis points, the same as for the first quarter, and well within our historical range. This brought the net charge-off ratio for the first half of 2007 to 8 basis points, compared with 7 basis points for the first half of 2006.

Expense growth reflected the expansion investments we made throughout 2006. Expenses rose at a faster pace than revenue because many of our 2006 expansion initiatives did not affect staffing and operating expenses significantly until the second half of last year. We incurred higher expenses as we completed each initiative, but we expect the corresponding increases in revenue to occur more gradually, as we develop these initiatives more fully over time.

29

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Here is a list of the major 2006 initiatives and the months in which they occurred:

• In April 2006, we opened a new office in the Lehigh Valley area of eastern Pennsylvania, and staffed it with teams of commercial bankers and wealth advisors.

• In May, we completed three initiatives:

• We acquired PwC Corporate Services in the Cayman Islands from the accounting firm PricewaterhouseCoopers.

• We opened a new office in Princeton, New Jersey. Like the Lehigh Valley office, we staffed Princeton with teams of commercial bankers and wealth advisors.

• We moved our Pennsylvania headquarters in Villanova into a brand new, and much larger, building.

• In June, we launched family office services on the East Coast. As part of this launch, we opened a new office in Stamford, Connecticut. The family office services expansion added 34 staff members and several important areas of specialization to the WAS business.

• In October, we expanded the CCS business in Europe by opening an office in Frankfurt, Germany. The recently enacted German True Sale Initiative removed adverse tax consequences for asset-backed securitizations and paved the way for considerable expansion in that market.

• October also saw the rollout of the largest CCS initiative in 2006: the investment in technology and a team of capital markets experts that position us to capture a larger share of the rapidly growing market for collateralized debt obligation administration.

• In November, we introduced WTDirect, our Internet-only banking product, with a high-yield savings account. WTDirect is off to a strong start, but its launch involved considerable up-front development and advertising expense.

We continue to invest in the future of our company, and we completed two acquisitions in June 2007:

• We established a WAS presence in Boston with the acquisition of Bingham Legg Advisers, LLC (BLA), a wealth management firm that specializes in tax-sensitive investment strategies for high-net-worth clients. We expect this acquisition to be modestly accretive to 2007 full-year earnings.

• CCS expanded its presence in Europe by acquiring a corporate services provider in Luxembourg that specializes in providing management, accounting, director, and other services for international holding and finance companies. We expect this acquisition to have a neutral effect on 2007 full-year earnings.

More information about these acquisitions is in the WAS and CCS discussions in this report. Given the timing of these transactions, their effect on operating results for the second quarter and first half of 2007 were minimal. They were, however, the main reason for the 2007 second quarter increases in goodwill and other assets.

Our sources of revenue remained diversified between net interest income and noninterest income. Most of our net interest income is generated by the Regional Banking business. Most of our noninterest income is generated by WAS, CCS, and the affiliate money managers.

Sources of income	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Total net interest and noninterest income 1	$	183.2	$	172.5	$	362.0	$	338.5
Portion from net interest income	$	86.3	$	86.2	$	173.6	$	169.5
Portion from noninterest income	$	96.9	$	86.3	$	188.4	$	169.0

¹ After amortization and the provision for loan losses

Mix of income	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Net interest income		47	%		50	%		48	%		50	%
Noninterest income		53	%		50	%		52	%		50	%

We believe having a diversified stream of revenue enables us to produce consistent profitability and growth, with low volatility, over the long term and in a variety of economic conditions.

30

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Efficiency ratios

The efficiency ratios for WAS and CCS reflected the effect on expenses of the timing of 2006 expansion initiatives. The efficiency ratios for the Regional Banking business reflected a combination of higher expenses related to expansion and increases in the provision for loan losses. On a consolidated basis, these changes caused a very slight increase in the cost of generating revenue.

Efficiency ratios	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Regional Banking		39.94	%		38.98	%		41.68	%		40.06	%
Wealth Advisory Services		78.32	%		80.73	%		81.91	%		79.86	%
Corporate Client Services		70.85	%		71.37	%		70.77	%		73.90	%
Wilmington Trust consolidated		55.58	%		55.29	%		57.85	%		56.16	%

In general, lower efficiency ratios indicate higher profitability.

THE REGIONAL BANKING BUSINESS

The Regional Banking business continued to benefit from the Delaware Valley’s broadly diversified economy. According to the Federal Reserve Bank of Philadelphia, unemployment rates for Delaware, Pennsylvania, and New Jersey for June 2007 were below the U.S. national average. Leading economic indexes for all three states in the Third District (Delaware, New Jersey, and Pennsylvania) were positive in June 2007 and suggested economic growth over the next nine months.

The regional housing market slowed, but not to the extent that other parts of the United States are experiencing. For more information about the regional economy, read the “Economic risk” discussion in this report.

During the first six months of 2007, total loan balances increased 2%, with growth occurring in both the commercial and retail portfolios. Delaware accounted for 75% of the increase in total loan balances.

Period-end loan balances (dollars in millions)	At 6/30/07			At 12/31/06			At 6/30/06
Commercial loans	$	5,621.2		$	5,493.5		$	5,242.6
Retail loans		2,653.5			2,601.4			2,512.6
Total loans outstanding	$	8,274.7		$	8,094.9		$	7,755.2
Delaware market loans	$	5,990.5		$	5,855.7		$	5,666.6
Delaware market loans as a % of total loans		72	%		72	%		73	%
Pennsylvania market loans	$	1,836.9		$	1,836.4		$	1,728.4
Pennsylvania market loans as a % of total loans		22	%		23	%		22	%
Other market loans as a % of total loans		6	%		5	%		5	%

On an average-balance basis, total loan balances increased for the 17th consecutive quarter and exceeded $8.15 billion. We present average balances as a point of comparison because we believe they are a better measure than period-end balances of trends in the Regional Banking business. For more detail on average balances, see the “Quarterly analysis of earnings” section of this report.

31

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Loan balances, on average (dollars in millions)	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Total loans outstanding	$	8,156.3		$	7,675.9		$	8,114.4		$	7,561.2
Delaware market loans	$	5,892.4		$	5,610.1		$	5,865.6		$	5,551.9
Delaware market loans as a % of total loans		72	%		73	%		72	%		73	%
Pennsylvania market loans	$	1,827.9		$	1,724.1		$	1,823.7		$	1,679.0
Pennsylvania market loans as a % of total loans		22	%		22	%		22	%		22	%
Other market loans as a % of total loans		6	%		5	%		6	%		5	%

Commercial loans

We offer commercial banking services throughout the Delaware Valley region, which we define as the state of Delaware; areas of Maryland, New Jersey, and Pennsylvania that are geographically contiguous to Delaware, including those along the I-95 corridor from Princeton, New Jersey, to the Baltimore–Washington, D.C., area; and Maryland’s Eastern Shore. Within this geographic footprint, we focus our commercial banking services on middle market clients, which we define as family-owned or closely held businesses with annual sales of up to $250 million.

During the first six months of 2007, commercial loan balances increased $127.7 million, or 2%, as increases in commercial mortgage and commercial real estate/construction (CRE) balances offset a decrease in the balance of commercial, financial, and agricultural (C&I) loans. According to The Beige Book published by the Federal Reserve Board in July 2007, the commercial real estate sector in the Third District saw continued strong performance.

Period-end commercial loans (in millions)	At 6/30/07			At 12/31/06			At 6/30/06
Commercial, financial, and agricultural (C&I) loans	$	2,483.7		$	2,533.5		$	2,445.5
Commercial real estate/construction (CRE) loans		1,747.0			1,663.9			1,574.3
Commercial mortgage loans		1,390.5			1,296.1			1,222.8
Total commercial loans	$	5,621.2		$	5,493.5		$	5,242.6
% of commercial loans from Delaware market		70	%		70	%		70	%
% of commercial loans from Pennsylvania market		29	%		29	%		29	%
% of commercial loans from other markets		1	%		1	%		1	%

C&I balances fell because new loans we booked were offset by a high volume of pay offs, pay downs, and decreases in revolving lines of credit. Of the new C&I loans we recorded during the first six months of 2007, approximately 55% were from Delaware, approximately 32% were from Pennsylvania, approximately 11% were from New Jersey, and the rest were for projects in other areas. These loans were for working capital, equipment purchases, and other uses by clients in a variety of service, contracting, agricultural, and retail businesses.

CRE balances continued to rise due to housing demand and population growth, especially in Delaware, but the pace of CRE loan growth slowed as housing activity within the Regional Banking geographic footprint returned to levels more in line with historical averages.

Of the CRE loans booked during the first six months of 2007, approximately 60% were for single-family tract homes. The rest were diversified among a variety of retail, light manufacturing, warehouse, hotel, and professional office projects.

Approximately 44% of the year-to-date growth in CRE loans was from the Delaware market. The Delaware growth was split evenly between the northern part of the state and the two southernmost counties. Approximately 38% of

32

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

the rest of the growth came from the Pennsylvania market, approximately 12% came from the Baltimore area and Maryland’s Eastern Shore, and the rest was for projects in other areas.

In the commercial mortgage portfolio, the year-to-date growth in balances was for a variety of professional office, industrial, retail, and hotel properties throughout the Regional Banking geographic footprint.

While CRE and commercial mortgage balances rose, these two loan categories continued to account for approximately the same percentage of commercial loans and total loans as in prior periods.

Commercial construction/real estate (CRE) loans	At 6/30/07			At 3/31/07			At 12/31/06			At 6/30/06
As a percentage of commercial loans		31	%		30	%		30	%		30	%
As a percentage of total loans		21	%		21	%		21	%		20	%

Commercial mortgage loans	At 6/30/07			At 3/31/07			At 12/31/06			At 6/30/06
As a percentage of commercial loans		25	%		25	%		24	%		23	%
As a percentage of total loans		17	%		17	%		16	%		16	%

Data in the following table are for CRE and commercial mortgage loans combined.

Commercial real estate/construction and mortgage loans	At 6/30/07			At 12/31/06			At 6/30/06
Loan status
Construction		50	%		50	%		50	%
Owner-occupied		23	%		21	%		21	%
Permanent		16	%		17	%		17	%
Interim		5	%		6	%		6	%
Other		6	%		6	%		6	%
Loan project type
Residential tract		40	%		39	%		40	%
Owner-occupied		23	%		21	%		21	%
Retail		9	%		9	%		9	%
Office		5	%		7	%		6	%
Other		23	%		24	%		24	%
Loan location
Delaware		63	%		61	%		61	%
Pennsylvania		22	%		22	%		22	%
Maryland		9	%		10	%		10	%
New Jersey		4	%		5	%		5	%
Other		2	%		2	%		2	%

In terms of loan size, the mix in the commercial loan portfolio was relatively unchanged from prior periods.

Commercial loans by size	At 6/30/07			At 12/31/06			At6/30/06
More than $20 million		6	%		7	%		6	%
$10 million to $20 million		19	%		20	%		17	%
$5 million to $10 million		23	%		22	%		25	%
$1 million to $5 million		37	%		36	%		35	%
$250,000 to $1 million		11	%		12	%		13	%
Less than $250,000		4	%		3	%		4	%

33

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Retail loans

The retail loan portfolio holds three categories of loans: residential mortgages, consumer loans, and loans secured with liquid collateral. Most of our residential mortgage and consumer loans are associated with clients in Delaware, which is where we focus our branch banking activities.

In the first six months of 2007, consumer loans continued to account for more than half of total retail loans.

Period-end retail loans (in millions)	At 6/30/07		At 12/31/06		At 6/30/06
Residential mortgage loans	$	563.1	$	536.9	$	503.0
Consumer loans		1,517.0		1,517.0		1,452.4
Loans secured with liquid collateral		573.4		547.5		557.2
Total retail loans	$	2,653.5	$	2,601.4	$	2,512.6

Loans secured with liquid collateral are associated mainly with WAS clients and we do not regard changes in the balances of these loans as indicators of trends in the Regional Banking business.

Residential mortgage loans

Residential mortgage balances increased during the first six months of 2007 because prepayment and refinancing volumes declined and because originations of mortgages that qualify as low income mortgages under the Community Reinvestment Act (CRA) increased. These increases corresponded with housing growth in CRA-eligible communities in Delaware.

While we retain CRA mortgage production, we sell most newly originated fixed rate residential mortgages into the secondary market instead of recording them on our balance sheet. This ongoing practice is part of our interest rate risk management strategy, which we discuss more fully in the “Quantitative and qualitative disclosures about market risk” section of this report. Because of this practice, changes in residential mortgage balances may not correspond with changes in origination volumes. We are among the leading residential mortgage originators in Delaware.

Residential mortgage activity (dollars in millions)	At 6/30/07			At 12/31/06			At 6/30/06
Residential mortgage balances (at period-end)	$	563.1		$	536.9		$	503.0
Percent of residential mortgages at fixed rates		78	%		75	%		76	%

Residential mortgage originations (dollars in millions)	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Residential mortgage originations (dollar amount)	$	58.9	$	67.7	$	113.6	$	114.4
Residential mortgage originations (number of loans)		244		288		469		489

At June 30, 2007, our residential mortgage delinquency rate was 24 basis points lower than at March 31, 2007, and 54 basis points lower than at the end of the year-ago second quarter.

Residential mortgage delinquency rates	At 6/30/07			At 3/31/07			At 12/31/06			At 6/30/06
Wilmington Trust		2.48	%		2.72	%		4.25	%		3.02	%

We do not engage in subprime residential mortgage lending and, as of June 30, 2007, there were no subprime loans in our residential mortgage portfolio.

34

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Consumer loans

During the first six months of 2007, increases in home equity loans (which we include in “other” consumer loans) and indirect loans were offset by loan pay downs and pay offs, decreases in home equity lines of credit, and lower credit card balances.

Period-end consumer loans (in millions)	At 6/30/07			At 12/31/06			At 6/30/06
Home equity lines of credit	$	302.4		$	313.4		$	318.3
Indirect loans		697.7			687.0			653.1
Credit card loans		72.7			78.7			73.2
Other consumer loans		444.2			437.9			407.8
Total consumer loans	$	1,517.0		$	1,517.0		$	1,452.4
% of consumer loans from Delaware market		77	%		78	%		79	%
% of consumer loans from Pennsylvania market		6	%		7	%		6	%
% of consumer loans from other markets		17	%		15	%		15	%

The decrease in home equity lines of credit, most of which have floating rates, and the increase in home equity loans, most of which have fixed rates, reflected client preference for loans with fixed rates.

The year-to-date increase in indirect loan balances was due largely to our expansion of this business in Maryland, New Jersey, and Pennsylvania. Most of these loans are for late-model used cars, and we make these loans through automobile dealers as an extension of the commercial banking relationships we have with automobile dealers throughout the Regional Banking geographic footprint.

Deposits

We record two types of deposits:

• Core deposits, which are deposits from our clients. Core deposits include noninterest-bearing demand deposits, interest-bearing demand deposits, savings deposits, and certificates of deposit (CDs). We record two categories of CDs in core deposits: CDs < $100,000 and local CDs ³ $100,000.

• National deposits, which are not associated with client activity. We purchase these deposits on a wholesale or brokered basis. This category of deposits includes national money market deposits and national CDs ³ $100,000.

To evaluate deposit trends fully, it is important to understand our Regional Banking business model and funding strategies. We make loans primarily in four states: Delaware, Pennsylvania, Maryland, and New Jersey. In comparison, we gather core deposits mainly in Delaware, which is where we focus our retail banking activities, and which is by far the smallest of these four states. In our business model, therefore, loan growth outpaces core deposit growth.

To fund loan growth, we augment core deposits with national funding and short-term borrowings. We believe this is a more cost-effective way of adding deposits than building and operating a large-scale expansion of our branch office network outside of Delaware. The efficiency of this funding model is evident in the efficiency ratio of the Regional Banking business.

In addition, this practice helps us manage interest rate risk because we can match the repricing characteristics of national funding with the repricing characteristics of floating rate loans. For more information about this, read the funding, net interest margin, and interest rate risk management discussions in this report.

35

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Core deposits

Savings deposit balances rose 58% during the first six months of 2007, but this growth was not strong enough to offset declines in most other categories of core deposits. The majority of core deposits continued to come from consumer and commercial clients in Delaware.

Period-end core deposits (in millions)	At 6/30/07			At 12/31/06			At 6/30/06
Noninterest-bearing demand deposits	$	812.7		$	913.6		$	813.8
Savings deposits		497.1			313.8			313.1
Interest-bearing demand deposits		2,343.6			2,417.5			2,355.9
CDs < $100,000		1,019.8			1,012.6			991.1
Local CDs ³ $100,000		370.8			474.4			550.6
Total core deposits	$	5,044.0		$	5,131.9		$	5,024.5
Percentage from Delaware clients		89	%		94	%		94	%
Percentage from Pennsylvania clients		6	%		5	%		5	%
Percentage from clients in other markets		5	%		1	%		1	%

The increase in savings deposit balances was due mainly to the early success of WTDirect, the Internet-only delivery channel we launched in November 2006. WTDirect currently features a high-interest savings account that is targeted to the mass-affluent consumer market primarily in the states surrounding Delaware. The average rate on WTDirect deposits was 5.22% for the second quarter of 2007 and 5.13% for the first six months of 2007.

As of August 9, 2007, the annual percentage yield on WTDirect deposits was 5.26% for depositors who maintain average daily balances of at least $10,000. For more information about WTDirect, visit www.wtdirect.com.

We include balances of local CDs ³ $100,000 (local CDs) in core deposits because these CDs reflect client deposits, not wholesale or brokered deposits. Most local CDs are from clients in the Delaware Valley region, including commercial banking clients and local municipalities, which frequently use these CDs to generate returns on their excess cash.

Local CDs ³ $100,000 by client category	At 6/30/07			At 12/31/06			At 6/30/06
Consumer banking clients		72	%		74	%		74	%
DE commercial banking clients		9	%		11	%		12	%
PA commercial banking clients		11	%		8	%		7	%
Wealth Advisory Services clients		8	%		7	%		7	%

As a general rule, we consider core deposit balances on average to be a better indicator of trends in the Regional Banking business than period-end core deposits. This is because CCS clients frequently deposit large sums of cash near the ends of financial reporting periods. Typically these deposits are noninterest-bearing demand deposits. In many cases these funds are on deposit for 72 hours or less.

Core deposits, on average (dollars in millions)	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Noninterest-bearing demand deposits	$	702.6	$	742.0	$	725.6	$	752.7
Total core deposits	$	4,920.2	$	4,948.5	$	4,878.0	$	4,893.7

Regional Banking profitability was slightly lower than for the corresponding year-ago periods, mainly because increases in net interest income were offset by increases in the provision for loan losses. For more information about the provision, read the asset quality discussion in this report.

Regional Banking profitability	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Segment net income (in millions)	$	34.3		$	35.5		$	66.2		$	68.5
Efficiency ratio		39.94	%		38.98	%		41.68	%		40.06	%

36

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

The efficiency ratio of the Regional Banking business reflects how our funding strategy reduces the operating expenses associated with maintaining a large-scale branch office network. For more information about this, read the funding discussion in this report.

Other Regional Banking information

The number of ATMs increased because we added ATMs at non-branch locations, mainly in Delaware.

ATMs	At 6/30/07		At 12/31/06		At 6/30/06
Number of ATMs in Delaware		203		190		181
Total number of ATMs		249		238		229

NET INTEREST INCOME

Net interest income is the difference between the interest revenue we receive on earning assets, such as loans and investments, and the interest expense we pay on liabilities, such as deposits and short-term borrowings.

Net interest income for the second quarter and first half of 2007 reflected the slowdown in the pace of loan growth, higher interest expense due mainly to deposit repricing that occurred in the second half of 2006, and higher provisioning for loan losses.

Net interest income (in millions)	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Interest income	$	180.8		$	165.0		$	360.9		$	317.9
Interest expense		88.0			74.6			177.2			140.2
Net interest income	$	92.8		$	90.4		$	183.7		$	177.7
Provision for loan losses		(6.5	)		(4.2	)		(10.1	)		(8.2	)
Net interest income (after provision)	$	86.3		$	86.2		$	173.6		$	169.5
Portion generated by Regional Banking		93	%		93	%		93	%		93	%

We generate net interest income mainly through banking and funding activities. We attribute portions of net interest income to the Wealth Advisory Services and Corporate Client Services businesses, because these businesses have clients who use our banking services. For more information about how we allocate net interest income among our businesses, refer to Note 11, “Segment reporting,” in this report.

NET INTEREST MARGIN

The net interest margin was 3.73% for the second quarter and 3.70% for the first six months of 2007. These were declines from the corresponding year-ago periods, primarily because the market interest rate environment was considerably different in the first half of 2006.

Between January and June 2006, the Federal Open Market Committee raised short-term interest rates four times, for a total of 100 basis points. Since most of our floating rate loans reprice within 30 days of a rate change, most of our floating rate loans had repriced by the end of August 2006.

Deposit repricing, however, did not occur in the same timeframe or at the same pace. Deposits continued to reprice throughout the second half of 2006, which caused our cost of funds to increase. At the same time, our yield on

37

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

earning assets decreased slightly. This disparity between funding costs and asset yields contributed to the decline in the margin between the third and fourth quarters of 2006. The margin for the fourth quarter of 2006 was also affected negatively by the narrow spreads on the short-term securities we added to the investment portfolio to collateralize client deposits.

At the end of 2006, as deposit repricing caught up to loan repricing, the disparity between funding costs and asset yields narrowed, the margin stabilized at 3.67%.

	2007						2006
Net interest margin	Q2			Q1			Q4			Q3			Q2
Quarterly net interest margin		3.73	%		3.67	%		3.67	%		3.85	%		3.84	%

	First six months of 2007	First six months of 2006
Year-to-date net interest margin	3.70%		3.83	%

In the second quarter of 2007, the margin trended upward, rising 6 basis points from the first quarter, as the yield on earning assets increased slightly and the cost of funds decreased slightly. This was due mainly to two factors:

• The decrease in balances of lower-yielding instruments in the investment securities portfolio helped raise asset yields.

• Rates on national funding decreased.

Changes in the margin also reflected our ability to match the repricing characteristics of floating rate loans closely with the repricing characteristics of national funding. For more information about this and our interest rate risk management strategies, read the section in this report on quantitative and qualitative disclosures about market risk.

	6/30/07 vs.	6/30/07 vs.	6/30/07 vs.
Changes in yields and rates (in basis points)	3/31/07	12/31/06	6/30/06
Change in yield on total earning assets	1 bps	4 bps	26 bps
Change in rate on total funds to support earning assets	(5) bps	(2) bps	37 bps

Although the increase in WTDirect deposits caused savings rates to rise, we do expect WTDirect rates to have little, if any, effect on the net interest margin in the future, because growth in these deposits offsets our use of national funding.

ANALYSIS OF EARNINGS

On the following pages, we present the consolidated comparative rate/volume and net interest income data for the second quarters and first six months of 2007 and 2006.

38

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Quarterly analysis of earnings

	2007 Second quarter								2006 Second quarter
(Dollar amounts in millions;	Average			Income/		Average			Average			Income/		Average
rates on a tax-equivalent basis)	balance			expense		rate			balance			expense		rate
Earning assets
Federal funds sold and securities purchased under agreements to resell	$	37.5		$	0.5		5.18	%	$	18.8		$	0.2		5.00	%
U.S. Treasury		106.1			1.0		3.89			149.6			1.3		3.54
Government agencies		655.6			7.7		4.73			402.6			4.0		3.94
State and municipal		12.4			0.2		7.83			10.3			0.2		8.82
Preferred stock		68.8			1.4		8.03			90.4			1.7		7.62
Mortgage-backed securities		654.4			6.9		4.22			814.9			8.5		4.17
Other		391.6			6.2		6.33			397.4			6.1		6.16
Total investment securities		1,888.9			23.4		4.98			1,865.2			21.8		4.69
Commercial, financial, and agricultural		2,500.1			49.3		7.90			2,463.6			47.3		7.70
Real estate — construction		1,696.7			36.2		8.56			1,517.5			31.7		8.38
Mortgage — commercial		1,376.9			27.5		8.02			1,212.8			23.7		7.82
Total commercial loans		5,573.7			113.0		8.13			5,193.8			102.7		7.93
Mortgage — residential		553.9			8.1		5.87			484.2			7.0		5.78
Consumer loans		1,503.9			27.9		7.44			1,441.6			25.5		7.10
Secured with liquid collateral		524.8			8.9		6.83			556.3			8.9		6.44
Total retail loans		2,582.6			44.9		6.98			2,482.1			41.4		6.70
Total loans net of unearned income		8,156.3			157.9		7.77			7,675.9			144.1		7.53
Total earning assets at historical cost	$	10,082.7		$	181.8		7.23	%	$	9,560.0		$	166.1		6.97	%
Fair valuation adjustment on investment securities available for sale		(22.8	)							(47.4	)
Total earning assets	$	10,059.9							$	9,512.6

39

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

	2007 Second Quarter								2006 Second Quarter
(Dollar amounts in millions;	Average		Income/			Average			Average		Income/			Average
rates on a tax-equivalent basis)	balance		expense			rate			balance		expense			rate
Funds supporting earning assets
Savings	$	463.4	$	2.4			2.07	%	$	321.2	$	0.3			0.39	%
Interest-bearing demand		2,312.5		6.9			1.20			2,364.4		6.1			1.04
Certificates < $100,000		1,014.5		11.2			4.45			980.9		8.6			3.51
Local certificates ³ $100,000		427.2		4.9			4.55			540.0		5.9			4.35
Total core interest-bearing deposits		4,217.6		25.4			2.41			4,206.5		20.9			1.99
National money market deposits		142.2		1.9			5.46			—		—			—
National certificates ³ $100,000		2,853.8		38.5			5.40			2,656.1		33.5			5.05
Total interest-bearing deposits		7,213.6		65.8			3.66			6,862.6		54.4			3.18
Federal funds purchased and securities sold under agreements to repurchase		1,270.8		15.3			4.83			1,146.0		13.4			4.73
U.S. Treasury demand		10.4		0.1			5.11			16.0		0.2			4.80
Total short-term borrowings		1,281.2		15.4			4.83			1,162.0		13.6			4.73
Long-term debt		389.7		6.8			7.00			393.3		6.6			6.70
Total interest-bearing liabilities		8,884.5		88.0			3.97			8,417.9		74.6			3.56
Other noninterest funds		1,198.2		—			—			1,142.1		—			—
Total funds used to support earning assets	$	10,082.7	$	88.0			3.50	%	$	9,560.0	$	74.6			3.13	%
Net interest income/yield				93.8			3.73	%				91.5			3.84	%
Tax-equivalent adjustment				(1.0	)							(1.1	)
Net interest income			$	92.8							$	90.4

In order to ensure the comparability of yields and rates and their impact on net interest income, average rates are calculated using average balances based on historical cost and do not reflect the market valuation adjustment required by SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.”

40

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Year-to-date analysis of earnings

	2007 YTD								2006 YTD
(Dollar amounts in millions;	Average			Income/		Average			Average			Income/		Average
rates on a tax-equivalent basis)	balance			expense		rate			balance			expense		rate
Earning assets
Federal funds sold and securities purchased under agreements to resell	$	47.4		$	1.2		5.10	%	$	18.2		$	0.4		4.60	%
U.S. Treasury		115.6			2.3		4.01			148.4			2.6		3.48
Government agencies		694.1			16.2		4.71			405.0			8.0		3.97
State and municipal		10.6			0.4		8.31			10.3			0.5		8.85
Preferred stock		76.7			2.9		7.74			90.7			3.4		7.66
Mortgage-backed securities		673.0			14.3		4.23			834.7			17.4		4.20
Other		391.1			12.2		6.30			399.8			11.7		5.88
Total investment securities		1,961.1			48.3		4.96			1,888.9			43.6		4.64
Commercial, financial, and agricultural		2,483.3			98.1		7.97			2,455.8			91.5		7.52
Real estate — construction		1,683.3			71.6		8.58			1,420.2			57.8		8.20
Mortgage — commercial		1,358.5			54.1		8.03			1,221.3			46.2		7.63
Total commercial loans		5,525.1			223.8		8.17			5,097.3			195.5		7.74
Mortgage — residential		548.0			16.1		5.91			473.8			13.7		5.85
Consumer loans		1,508.1			55.5		7.42			1,432.8			49.6		6.98
Secured with liquid collateral		533.2			18.0		6.82			557.3			17.2		6.21
Total retail loans		2,589.3			89.6		6.98			2,463.9			80.5		6.59
Total loans net of unearned income		8,114.4			313.4		7.79			7,561.2			276.0		7.36
Total earning assets at historical cost	$	10,122.9		$	362.9		7.23	%	$	9,468.3		$	320.0		6.81	%
Fair valuation adjustment on investment securities available for sale		(25.5	)							(40.7	)
Total earning assets	$	10,097.4							$	9,427.6

41

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

	2007 YTD								2006 YTD
(Dollar amounts in millions;	Average		Income/			Average			Average		Income/			Average
rates on a tax-equivalent basis)	balance		expense			rate			balance		expense			rate
Funds supporting earning assets
Savings	$	414.7	$	3.5			1.73	%	$	323.6	$	0.6			0.35	%
Interest-bearing demand		2,281.6		13.6			1.20			2,355.6		12.0			1.03
Certificates < $100,000		1,013.7		22.1			4.40			959.9		16.1			3.39
Local certificates ³ $100,000		442.4		10.5			4.79			501.9		10.4			4.17
Total core interest- bearing deposits		4,152.4		49.7			2.42			4,141.0		39.1			1.90
National money market deposits		142.6		3.9			5.49			—		—			—
National certificates ³ $100,000		2,922.6		78.5			5.42			2,651.9		63.2			4.79
Total interest-bearing deposits		7,217.6		132.1			3.69			6,792.9		102.3			3.03
Federal funds purchased and securities sold under agreements to repurchase		1,294.5		31.5			4.90			1,114.1		24.8			4.50
U.S. Treasury demand		7.9		0.2			5.08			13.9		0.3			4.58
Total short-term borrowings		1,302.4		31.7			4.90			1,128.0		25.1			4.50
Long-term debt		389.3		13.4			6.93			396.2		12.8			6.52
Total interest-bearing liabilities		8,909.3		177.2			4.01			8,317.1		140.2			3.40
Other noninterest funds		1,213.6		—			—			1,151.2		—			—
Total funds used to support earning assets	$	10,122.9	$	177.2			3.53	%	$	9,468.3	$	140.2			2.98	%
Net interest income/yield				185.7			3.70	%				179.8			3.83	%
Tax-equivalent adjustment				(2.0	)							(2.1	)
Net interest income			$	183.7							$	177.7

In order to ensure the comparability of yields and rates and their impact on net interest income, average rates are calculated using average balances based on historical cost and do not reflect the market valuation adjustment required by SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.”

42

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Rate-volume analysis of net interest income

	For the three months ended June 30,									For the six months ended June 30,
	2007/2006									2007/2006
	Increase/(decrease) due to change in									Increase/(decrease) due to change in
	Volume (1)			Rate (2)			Total			Volume (1)			Rate (2)			Total
Interest income
Federal funds sold and securities purchased under agreements to resell	$	0.2		$	0.1		$	0.3		$	1.3		$	(0.5	)	$	0.8
U.S. Treasury		(0.4	)		0.1			(0.3	)		(1.1	)		0.8			(0.3	)
Government agencies		2.5			1.2			3.7			11.5			(3.3	)		8.2
State and municipal *		—			—			—			—			(0.1	)		(0.1	)
Preferred stock *		(0.4	)		0.1			(0.3	)		(1.1	)		0.6			(0.5	)
Mortgage-backed securities		(1.7	)		0.1			(1.6	)		(6.8	)		3.7			(3.1	)
Other *		(0.1	)		0.2			0.1			(0.5	)		1.0			0.5
Total investment securities		(0.1	)		1.7			1.6			2.0			2.7			4.7
Commercial, financial, and agricultural *		0.7			1.3			2.0			2.1			4.5			6.6
Real estate — construction		3.7			0.8			4.5			21.6			(7.8	)		13.8
Mortgage — commercial *		3.2			0.6			3.8			10.5			(2.6	)		7.9
Total commercial loans		7.6			2.7			10.3			34.2			(5.9	)		28.3
Mortgage — residential		1.0			0.1			1.1			4.3			(1.9	)		2.4
Consumer		1.1			1.3			2.4			5.3			0.6			5.9
Secured with liquid collateral		(0.5	)		0.5			—			(1.5	)		2.3			0.8
Total retail loans		1.6			1.9			3.5			8.1			1.0			9.1
Total loans net of unearned income		9.2			4.6			13.8			42.3			(4.9	)		37.4
Total interest income	$	9.3		$	6.4		$	15.7		$	45.6		$	(2.7	)	$	42.9
Interest expense:
Savings	$	0.1		$	2.0		$	2.1		$	0.3		$	2.6		$	2.9
Interest-bearing demand		(0.1	)		0.9			0.8			(0.8	)		2.4			1.6
Certificates under $100,000		0.3			2.3			2.6			1.8			4.2			6.0
Local CDs ³ $100,000		(1.2	)		0.2			(1.0	)		(2.5	)		2.6			0.1
Total core interest-bearing deposits		(0.9	)		5.4			4.5			(1.2	)		11.8			10.6
National money market deposits		1.9			—			1.9			3.9			—			3.9
National CDs ³ $100,000		2.5			2.5			5.0			13.0			2.3			15.3
Total interest-bearing deposits		3.5			7.9			11.4			15.7			14.1			29.8
Federal funds purchased and securities sold under agreements to repurchase		1.5			0.4			1.9			8.1			(1.4	)		6.7
U.S. Treasury demand		(0.1	)		—			(0.1	)		(0.3	)		0.2			(0.1	)
Total short-term borrowings		1.4			0.4			1.8			7.8			(1.2	)		6.6
Long-term debt		(0.1	)		0.3			0.2			(0.4	)		1.0			0.6
Total interest expense	$	4.8		$	8.6		$	13.4		$	23.1		$	13.9		$	37.0
Changes in net interest income	$	4.5		$	(2.2	)	$	2.3		$	22.5		$	(16.6	)	$	5.9

*	We calculate variances on a fully tax-equivalent basis, which includes the effects of any disallowed interest expense.
(1)	We define changes attributable to volume as a change in average balance multiplied by the prior year’s rate.
(2)	We define changes attributable to rate as a change in rate multiplied by the average balance in the applicable period of the prior year. A change in rate/volume (change in rate multiplied by change in volume) has been allocated to the change in rate.

43

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

NONINTEREST INCOME

The majority of noninterest income continued to come from the Wealth Advisory Services (WAS) business, the Corporate Client Services (CCS) business, and the affiliate money managers, Cramer Rosenthal McGlynn (CRM) and Roxbury Capital Management (RCM).

Noninterest income (in millions)	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Advisory business revenue 1	$	83.6		$	72.6		$	162.8		$	143.2
Service charges on deposit accounts		7.0			7.0			13.8			13.9
Other noninterest income		6.2			6.8			11.7			12.0
Securities gains/(losses)		0.1			(0.1	)		0.1			(0.1	)
Total noninterest income	$	96.9		$	86.3		$	188.4		$	169.0
Portion provided by advisory business revenue		86	%		84	%		86	%		85	%

¹ Includes revenue from WAS, CCS, and the affiliate money managers, after amortization.

THE WEALTH ADVISORY SERVICES BUSINESS

We report Wealth Advisory Services (WAS) revenue in three categories:

1. Trust and investment advisory fees, which represent the revenue generated by our core asset management, asset allocation, and trust management services. These fees are based on the market valuations of client assets we manage, direct, or hold in custody, and they are tied to movements in the financial markets. Assets we manage for clients include equities, fixed income instruments, cash and cash equivalents, and other assets. Depending on the mix of assets in client accounts, changes in trust and investment advisory revenue may or may not correspond with changes in financial markets such as the Dow Jones Industrial Average, the S&P 500, NASDAQ, or other markets.

2. Planning and other services fees. These fees are from financial planning, estate settlement, family office, tax, and other services. These fees are not associated with asset valuations. They are based on the level and complexity of the services we provide, not on the assets we manage or hold in custody. In some cases, these fees are based on the client’s annual income. These fees can vary widely in amount, and portions may be nonrecurring. Because these fees reflect client demand at any given point in time, it is not unusual for them to fluctuate up or down from period to period.

3. Mutual fund fees. These fees are tied primarily to money market mutual fund and cash balances, and do not reflect equity market movements.

Wealth Advisory Services revenue (in millions)	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Trust and investment advisory fees	$	38.4	$	33.1	$	75.4	$	67.5
Planning and other services fees		9.9		8.9		19.4		16.3
Mutual fund fees		5.1		5.0		10.1		9.7
Total Wealth Advisory Services revenue	$	53.4	$	47.0	$	104.9	$	93.5

WAS revenue was 14% higher for the second quarter and 12% higher for the first half of 2007 than for the corresponding periods in 2006. This was due mainly to growth in revenue from investment management, asset allocation, and family office services.

The increases in trust and investment advisory fees were more the result of new business development than market appreciation, since traditional equities accounted for approximately half of the assets we manage for clients. For

44

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

more information about the investment mix of our managed assets, read the assets under management discussion in this report.

Most of the growth in revenue from planning and other services for the second quarter and first six months of 2007 was from family office services, which we expanded significantly beginning in June 2006.

In this expansion, WAS opened new offices in Princeton, New Jersey, and Stamford, Connecticut, and added staff with expertise in structuring family offices as legal entities; developing strategies for executive compensation; and working with clients who have inherited their wealth. These initiatives complement the services for sports and entertainment industry professionals offered by our Beverly Hills-based subsidiary, Grant Tani Barash & Altman (GTBA), and position us among the largest full-service family office practices in the industry.

WAS sales (new fees, annualized) were 13% higher than for the year-ago second quarter. The markets with the highest year-over-year increases were California, Florida, Georgia, Maryland, and Pennsylvania. The high percentage of sales for the 2006 second quarter included a book of business we acquired when we added family office staff in June 2006. This skewed family office sales slightly higher than what we would expect to see absent acquisitions or expansion, which is why total WAS sales were lower for the first six months of 2007 than for the corresponding period in 2006.

Percentage contribution to total WAS sales	2007 Q2			2006 Q2			2007 YTD			2006 YTD
California		4	%		2	%		4	%		3	%
Delaware (1)		58	%		51	%		57	%		54	%
Florida		10	%		4	%		7	%		6	%
Georgia		4	%		4	%		3	%		3	%
Maryland		2	%		1	%		3	%		1	%
New Jersey		1	%		—			1	%		—
New York		4	%		10	%		7	%		10	%
Pennsylvania		11	%		8	%		11	%		12	%
Family office services (2)		6	%		20	%		7	%		11	%
Total WAS sales (in millions)	$	7.3		$	6.4		$	12.4		$	13.0

⁽¹⁾ Sales recorded for Delaware include business from clients in other states who choose to establish accounts in Delaware to benefit from
     Delaware’s trust, tax, and legal advantages, many of which are not available for trusts governed by the laws of other states. We attribute
     these sales to Delaware because we serve these clients from our Delaware headquarters.

⁽²⁾ Includes GTBA.

WAS profitability, comparing the 2007 second quarter with the 2006 second quarter, improved largely because of increases in business that resulted from the family office expansion. The returns on the family office investments are not apparent in year-to-date profitability, because WAS results for the first five months of 2006 did not reflect any of the expenses associated with the expansion.

Wealth Advisory Services profitability	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Segment net income (in millions)	$	7.6		$	5.9		$	12.6		$	12.7
Efficiency ratio		78.32	%		80.73	%		81.91	%		79.86	%

On June 29, 2007, we completed the acquisition of Bingham Legg Advisers, LLC (BLA), a Boston-based wealth management firm that specializes in tax-sensitive investment strategies for high-net-worth clients. BLA took the Wilmington Trust name and its employees became Wilmington Trust staff members. This acquisition added $1.3 billion of assets under management and $874 million of assets under administration.

Since this transaction occurred at the end of June, it had no effect on the second quarter or year-to-date income statement, and BLA’s staff members were not included in our headcount as of June 30, 2007. Starting with the 2007

45

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

third quarter, BLA’s financial results will be consolidated with ours, and revenue from BLA will be included in trust and investment advisory revenue. We expect this acquisition to be modestly accretive to 2007 full-year earnings.

THE CORPORATE CLIENT SERVICES BUSINESS

We report Corporate Client Services (CCS) revenue in four categories:

1. Capital markets. These fees are based on the complexity of trust and administrative services we provide that support the structured finance industry. We perform most of these services under multiyear contracts.

2. Entity management. These fees are based on the complexity of corporate governance and administrative services we provide for special purpose entities in preferred jurisdictions.

3. Retirement services. Approximately 50% of these fees are based on market valuations of retirement plan assets for which we serve as trustee. The remainder are priced on a fee-for-service basis.

4. Investment/cash management. These fees reflect investment and cash management services we perform for retirement services clients and capital markets clients who have residual cash management needs. Some of these fees are based on money market fund balances and some are based on the valuations of investment-grade fixed income instruments.

Corporate Client Services revenue (in millions)	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Capital markets services	$	11.2	$	8.8	$	21.4	$	17.9
Entity management services		7.4		6.6		14.5		13.0
Retirement services		3.2		2.9		6.6		5.6
Investment/cash management services		3.0		2.5		6.3		4.6
Total Corporate Client Services revenue	$	24.8	$	20.8	$	48.8	$	41.1

CCS revenue for the 2007 second quarter was 19% higher for the second quarter and first half of 2007 than for the corresponding periods in 2006. All four components of this business recorded double-digit increases in revenue for the quarter and first six months of the year.

Revenue from capital markets services was 27% higher for the second quarter and 20% higher for the first half of 2007 than for the corresponding periods in 2006. These increases were driven by demand for trust and administration services that support tender option bonds, defeasance of commercial mortgage-backed securitizations, and trust preferred securities. Sales of capital markets services were 31% higher than for the year-ago second quarter and 28% higher on a year-to-date basis.

Capital markets revenue includes fees for services that support asset-backed securitizations. As noted earlier, some of these securitizations hold a blend of prime and subprime residential mortgages. Prevailing concerns about the subprime market have little, if any, effect on CCS because the corresponding fees are based on services provided, regardless of the underlying collateral. Securitizations backed by U.S. residential mortgages accounted for approximately $1.5 million of total CCS revenue for the 2007 second quarter and approximately $2.9 million of total CCS revenue for the first half of 2007.

Entity management revenue was 12% higher for the second quarter and first half of 2007 than for the corresponding periods in 2006. This growth was due mainly to expansion in and continued demand from European markets, especially for administrative and corporate governance services that support structured finance transactions in Ireland, the United Kingdom, and Germany. CCS opened an office in Frankfurt, Germany, in August 2006 following passage of the German True Sale Initiative, which removed adverse tax consequences for asset-backed securitizations in that country and paved the way for considerable expansion in that market. Also contributing to the

46

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

growth in entity management revenue was our acquisition in May 2006 of PwC Corporate Services (Cayman) from the accounting firm PricewaterhouseCoopers.

The increases in retirement services revenue resulted from a combination of market appreciation and demand for services that support executive compensation plans and other types of defined contribution retirement plans. Approximately $300,000 of the retirement services revenue recorded in the 2007 first quarter was from paying agent services for plan distributions and is not expected to occur again in 2007.

The growth in revenue from investment and cash management reflected efforts begun in 2006 to leverage our expertise in fixed income management and to market these services more proactively to CCS clients.

CCS investment and cash management services (at period end)	6/30/07			3/31/07			12/31/06			6/30/06
Percent tied to domestic fixed income instrument valuations		38	%		40	%		33	%		32	%
Percent tied to money market mutual fund values		62	%		60	%		67	%		68	%

The improvements in CCS profitability show how this business has been able to leverage expansion investments and develop more business from existing as well as new clients. The year-to-date improvements are especially noteworthy because much of the European and CDO expansion did not occur until late in 2006, and the associated expenses were not reflected in CCS results for the first six months of the year.

Corporate Client Services profitability	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Segment net income (in millions)	$	6.1		$	4.5		$	11.5		$	8.1
Efficiency ratio		70.85	%		71.37	%		70.77	%		73.90	%

In June 2007, CCS expanded its presence in Europe by acquiring a corporate services provider in Luxembourg. The eight staff members in the Luxembourg office specialize in providing management, domiciliation, accounting, and director services for international holding and finance companies. The Luxembourg office’s financial results have been fully consolidated and its revenue is recorded as entity management revenue. Given the timing of this transaction, it had little effect on revenue and expenses for the 2007 second quarter. We expect this acquisition to have a neutral effect on 2007 full-year earnings.

During the 2007 second quarter, CCS also opened a small office in Bloomington, Minnesota, in order to provide trust services for insurance premium financing structures.

CDO services in the CCS business

In the CDO market, there are long lead times, or “warehousing periods,” between when we win business mandates and when we start receiving fees. We launched our enhanced CDO services in November 2006. We have won a number of mandates, but the revenue we have received to date from these services is not significant. Recent turmoil in CDO markets could extend the warehousing periods on mandates we already have received, which could delay the growth in revenue we expect to see from these services.

Other than the risk to revenue growth, our activities in the CDO market pose no material risk. We do not take positions or extend credit to the parties involved in CDO transactions we support, nor do we provide pricing or any other valuation of either the assets or liabilities in CDO transactions. Our roles and responsibilities in CDO transactions are specified in the documents that govern them, as do the documents that govern other types of financing structures our CCS business supports.

We act as trustee, custodian, paying agent, and/or collateral administrator for CDOs. In some cases we support the asset managers in CDO transactions by implementing operational controls and providing compliance reporting. Our capabilities can support the full range of CDO classes, which provides an element of diversification, should there be a downturn in any one sector of the market.

47

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

CDOs have been important institutional investment vehicles for more than a decade. Evolving economic conditions and regulatory changes, in both the United States and Europe, continue to make the issuance of these structures attractive. We remain positive about the opportunities for growth in our CDO administration services.

ASSETS UNDER MANAGEMENT AND ADMINISTRATION AT WILMINGTON TRUST

Assets under management are assets for which we make investment decisions on behalf of clients, most of whom are WAS clients. Assets under administration are assets we hold in custody or for which we serve as fiduciary on behalf of clients, most of whom are CCS clients. Changes in the levels of assets under management or administration do not necessarily indicate that we have gained or lost business. Since most of the assets we manage or administer are held in trusts, the levels of these assets are affected not just by business development and financial market fluctuations, but also by fund distributions from trusts for tax payments, philanthropic obligations, discretionary spending, trust terminations, and other purposes. Asset levels also are affected by the duration of trust agreements, which can range from a few months to 99 years or more.

We believe that changes in revenue are better indicators of trends in the WAS and CCS businesses than changes in assets under management or administration because:

• Asset management is only one of the holistic range of wealth management services we offer.

• Only the portion of WAS revenue that we record as trust and investment advisory revenue is based on asset valuations.

• WAS trust and investment advisory revenue includes fees we receive for direction trust services, but we do not include assets held in direction trusts in assets under management.

• In the CCS business, except for revenue from investment and cash management services, the majority of revenue is generated on a fee-for-service basis regardless of the value of any associated asset.

• Monetary assets we manage or administer for CCS clients can fluctuate by hundreds of millions of dollars from one reporting period to the next, depending on the cash management needs of these clients.

For more information about the portion of our revenue that is based on financial market valuations, read the financial market risk discussion in this report.

Client assets at Wilmington Trust (1) (in billions)	At 6/30/07		At 3/31/07		At 12/31/06		At 6/30/06
Assets under management	$	31.9	$	31.8	$	31.3	$	28.3
Assets under management at Boston office (2)	$	1.3	$	—	$	—	$	—
Total assets under management	$	33.2	$	31.8	$	31.3	$	28.3
Assets under administration	$	86.0	$	80.3	$	76.2	$	74.4
Assets under administration at Boston office (2)	$	0.9	$	—	$	—	$	—
Total assets under administration	$	86.9	$	80.3	$	76.2	$	74.4
Total client assets (3)	$	120.1	$	112.1	$	107.5	$	102.7

(1)	Excludes CRM and RCM. Includes estimates of asset values that are not readily available, such as those held in limited partnerships
(2)	Wilmington Trust FSB, Massachusetts (formerly Bingham Legg Advisers)
(3)	Includes assets under management and assets under administration

On a percentage basis, the investment mix of managed assets at Wilmington Trust (excluding CRM and RCM) remained relatively unchanged.

48

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Investment mix of Wilmington Trust managed assets (1)	At 6/30/07			At 3/31/07			At 12/31/06			At 6/30/06
Equities		49	%		48	%		47	%		51	%
Fixed income		22	%		27	%		27	%		26	%
Cash and equivalents		16	%		14	%		16	%		13	%
Other assets		13	%		11	%		10	%		10	%

⁽¹⁾ Excludes CRM and RCM. Includes Wilmington Trust FSB, Massachusetts (formerly Bingham Legg Advisers)

Changes in managed assets at CRM and RCM reflect business flows as well as financial market movements and are indicative of business trends.

Assets under management (in billions)	At 6/30/07		At 3/31/07		At 12/31/06		At 6/30/06
Wilmington Trust (1)	$	31.9	$	31.8	$	31.3	$	28.3
Assets under management at Boston office (2)	$	1.3	$	—	$	—	$	—
Cramer Rosenthal McGlynn	$	11.9	$	11.2	$	10.6	$	9.4
Roxbury Capital Management	$	3.0	$	3.1	$	3.1	$	3.3
Total assets under management	$	48.1	$	46.1	$	45.0	$	41.0

(1)	Includes estimates for values associated with certain assets that lack readily ascertainable values, such as limited partnership interests.
(2)	Wilmington Trust FSB, Massachusetts (formerly Bingham Legg Advisers)

AFFILIATE MONEY MANAGERS

We have ownership positions in two money management firms:

• Cramer Rosenthal McGlynn (CRM), a value-style manager based in New York; and

• Roxbury Capital Management (RCM), a growth-style manager based in Santa Monica, California.

We do not consolidate CRM’s or RCM’s results in our financial statements because the principals of these firms retain management controls, including veto powers, over a variety of matters. The revenue we record from CRM and RCM is net of their expenses and based on our ownership position in each.

For more information about our investments in CRM and RCM, read the affiliate money managers discussion and Notes 4, 10, and 21 in our 2006 Annual Report to Shareholders.

Affiliate money manager revenue (in millions)	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Total revenue from affiliate money managers (net of expenses)	$	6.5	$	5.8	$	11.3	$	10.6

CRAMER ROSENTHAL MCGLYNN (CRM)

At June 30, 2007, assets under management at value-style manager CRM reached $11.93 billion, another record high. This was $713 million more than at the end of March 2007 and $2.54 billion more than at the end of June 2006. These increases, which were due mainly to new business inflows, were the main causes of the growth in revenue from CRM. Hedge fund performance fees recorded in the 2007 first quarter also contributed to the revenue growth.

49

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Revenue from Cramer Rosenthal McGlynn	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Revenue (in millions, net of expenses)	$	6.3	$	5.5	$	11.0	$	9.5

Cramer Rosenthal McGlynn	At 6/30/07			At 3/31/07			At 12/31/06			At 6/30/06
Assets under management (in millions)	$	11,928.7		$	11,215.7		$	10,623.8		$	9,392.0
Wilmington Trust’s ownership position		82.41	%		81.73	%		81.73	%		81.73	%

Our ownership position in CRM increased in the second quarter of 2007, as permitted by the put (relinquishment of interests) provisions in our agreement with CRM. This increase had a nominal effect on the revenue we receive from CRM.

ROXBURY CAPITAL MANAGEMENT (RCM)

At growth-style manager Roxbury Capital Management (RCM), managed asset levels and revenue declined from the year-ago first quarter because RCM terminated its micro-cap and fixed income products during the second half of 2006. RCM’s core small- and mid-cap products continued to perform well and attract assets. First quarter 2007 revenue from RCM was flat compared to the 2006 fourth quarter because the firm continued to record expenses related to the fund terminations.

Revenue from Roxbury Capital Management	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Revenue (in millions, net of expenses)	$	0.2	$	0.3	$	0.3	$	1.1

Roxbury Capital Management	At 6/30/07			At 3/31/07			At 12/31/06			At 6/30/06
Assets under management (in millions)	$	3,005.3		$	3,121.6		$	3,138.1		$	3,253.3
Wilmington Trust’s ownership position
Ownership of preferred profits		30	%		30	%		30	%		30	%
Ownership of common interests		41.23	%		41.23	%		41.23	%		41.23	%

Our agreement with RCM includes provisions that permit some of the firm’s portfolio managers to put their ownership of certain free cash flow interests (Class B interests) to us. These Class B interests are separate and distinct from our equity ownership position in RCM.

During the 2007 first quarter, principals of RCM’s office in Portland, Oregon, became eligible to exercise some of their puts. On April 2, 2007, some of these principals put approximately $13 million of their Class B interests to us. Total revenue related to these puts was $428,517 for the second quarter and first six months of 2007.

OTHER CATEGORIES OF NONINTEREST INCOME

Service charges and income recorded as other noninterest income were essentially unchanged from their prior-period levels.

Other types of noninterest income (in millions)	2007 Q2		2006 Q2			2007 YTD		2006 YTD
Service charges on deposit accounts	$	7.0	$	7.0		$	13.8	$	13.9
Other noninterest income	$	6.2	$	6.8		$	11.7	$	12.0
Securities gains/(losses)	$	0.1	$	(0.1	)	$	0.1	$	(0.1	)

50

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Other noninterest income for the 2007 second quarter included a gain of approximately $1.4 million on the sale of land that had been classified as other real estate owned.

NONINTEREST EXPENSE

Noninterest expenses for the second quarter and first half of 2007 reflected staff additions, new office openings, and other expansion investments we made in 2006, beginning in April and continuing throughout the year. These initiatives, most of which did not affect expenses until the second half of 2006, included:

• New commercial banking and wealth management offices in Pennsylvania and New Jersey and staff additions throughout the Regional Banking footprint.

• The CCS acquisition in Grand Cayman.

• The East Coast expansion of family office services in the WAS business, which added 34 staff members and one new office. This expansion occurred in June 2006 and the year-ago second quarter included only one month of the associated expense.

• The October 2006 expansion of the CCS business in Europe and the addition of technology and staff that added analytical and risk management services to our CDO administrative capabilities.

• The November 2006 launch of WTDirect, which accounted for most of the increases in advertising costs.

Staffing-related costs continued to account for the majority of noninterest expenses.

Expenses (dollars in millions)	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Full-time-equivalent staff members		2,574		2,515		2,574		2,515
Salaries and wages expense	$	41.9	$	37.8	$	83.7	$	74.6
Stock option expense	$	1.5	$	1.5	$	4.6	$	3.7
Total incentives and bonuses expense 1	$	11.4	$	10.3	$	25.4	$	20.6
Employment benefits expense	$	11.5	$	11.9	$	26.2	$	25.4
Total staffing-related expense	$	64.8	$	60.0	$	135.3	$	120.6
Total noninterest expenses	$	106.0	$	98.3	$	216.4	$	195.9

¹ Includes stock option expense.

Incentives and bonuses expense for the second quarter of 2007 included an adjustment that reduced stock-based compensation expense by approximately $0.5 million. We made this adjustment because stock option forfeitures were higher than estimated, which lowered the expense associated with their award. Absent this adjustment, incentives and bonuses expense for the 2007 second quarter would have been approximately $11.9 million instead of $11.4 million.

Incentives and bonuses expense for the first six months of 2007 included approximately $2 million that is not expected to occur again in 2007. Approximately $1 million of this amount was for restricted stock grants.

The other large expense increases for the second quarter and first half of 2007 were in the category recorded as “other” expense. Included in this category are legal expenses as well as costs associated with credit and debit card transaction volumes, all of which were higher for the second quarter and first half 2007 than for the corresponding year-ago periods.

51

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

INCOME TAXES

Income tax expense and the effective tax rate were higher for the second quarter and first six months of 2007 than for the corresponding year-ago periods mainly because our expansion initiatives and new business development caused state income tax to increase.

Income taxes and tax rate (dollars in millions)	2007 Q2			2006 Q2			2007 YTD			2006 YTD
Pre-tax income	$	77.2		$	74.2		$	145.6		$	142.6
Income tax expense	$	28.3		$	27.2		$	53.1		$	51.4
Effective tax rate		36.66	%		36.71	%		36.65	%		36.07	%

We adopted the provisions of FIN 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109,” on January 1, 2007. See Note 10, “Income taxes,” in this report.

CAPITAL RESOURCES

We manage capital to meet or exceed appropriate standards of financial safety and soundness, comply with regulatory requirements, and provide for future growth. Our wholly owned bank subsidiaries are the main users of our capital, and they are subject to regulatory capital requirements. The advisory businesses are not as capital-intensive and they are not subject to regulatory capital requirements.

Our capital position remained strong during the first six months of 2007 and our regulatory capital continued to exceed minimum requirements. This led the Board of Directors to approve, on April 19, 2007, a 6% increase in the quarterly cash dividend, raising it by $0.02, from $0.315 per share to $0.335 per share. On an annualized basis, this increased the dividend from $1.26 per share to $1.34 per share.

On July 19, 2007, the Board of Directors declared a regular quarterly dividend of $0.335 per share. This dividend will be paid on August 15, 2007, to stockholders of record on August 1, 2007.

	Six months ended						Six months ended
Capital strength (dollars in millions)	6/30/07			Year ended 12/31/06			6/30/06
Stockholders’ equity (period end)	$	1,072.1		$	1,059.3		$	1,066.9
Stockholders’ equity (on average)	$	1,091.3		$	1,059.1		$	1,043.3
Return on average stockholders’ equity (annualized)		16.96	%		13.58	%		17.61	%
Return on average assets (annualized)		1.69	%		1.37	%		1.79	%
Capital generation ratio (annualized)		9.06	%		5.77	%		9.82	%
Dividend payout ratio		48.58	%		59.18	%		45.99	%

During the first six months of 2007, we added $69.8 million to capital, which consisted of:
•	$47.2 million, which reflected earnings of $91.8 million net of $44.6 million in cash dividends;
•	$16.3 million from the issue of common stock under employment benefit plans;
•	$4.6 million of stock-based compensation expense;
•	$1.0 million in tax benefits from stock-based compensation costs;
•	$0.4 million in adjustments to minimum pension, supplemental executive retirement plan, and postretirement benefits plan liabilities, net of taxes; and
•	$0.3 million in foreign currency exchange adjustments.

Offsetting these additions were $57.0 million of reductions in capital, which consisted of:

• $44.3 million for the repurchase of shares;

52

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

• $6.8 million in unrealized losses on securities, net of taxes;

• $4.5 million in derivative loses included in other comprehensive income, net of taxes; and

• $1.4 million for the adoption of FIN 48. For more information about FIN 48, read Note 10, “Income taxes,” in this report and Note 3, “Recent accounting pronouncements,” in our 2006 Annual Report to Shareholders.

Capital ratios

Our capital ratios continued to exceed the Federal Reserve Board’s minimum guidelines for both well-capitalized and adequately capitalized institutions, as the following table shows. The Federal Reserve’s guidelines are intended to reflect the varying degrees of risk associated with different on- and off-balance sheet items. For more information about these guidelines, read the capital resources discussion in our 2006 Annual Report to Shareholders.

Changes in our capital ratios from the end of 2006 reflected our use of capital to repurchase shares and fund acquisitions.

	At			At			Minimum to be			Minimum to be
Regulatory capital ratios	6/30/07			12/31/06			adequately capitalized			well capitalized
Total risk-based capital		11.54	%		12.10	%		8	%		10	%
Tier 1 risk-based capital		8.00	%		8.25	%		4	%		6	%
Tier 1 leverage capital		7.37	%		7.39	%		4	%		5	%

We review our capital position and make adjustments as needed to assure that our capital base is sufficient to satisfy existing and impending regulatory requirements, meet appropriate standards of safety, and provide for future growth. Our goal is to maintain capital ratios at least 100 basis points higher than the minimum for well-capitalized institutions.

Share repurchases

Our share repurchase activity reflects how we choose to deploy capital. Our current share repurchase plan, which was authorized by our Board of Directors in April 2002, permits us to buy back up to 8 million shares of Wilmington Trust stock.

Share repurchases	2007 Q2		2006 Q2		2007 YTD		2006 YTD
Number of shares repurchased		1,002,784		2,393		1,050,075		157,317
Average price per share repurchased	$	42.21	$	41.79	$	42.23	$	43.46
Total cost of shares repurchased	$	42,330,971	$	100,003	$	44,341,964	$	6,836,752
Shares available for repurchase		5,598,684		7,154,438		5,598,684		7,154,438

LIQUIDITY AND FUNDING

Liquidity is a measure of how well a company is positioned to obtain the funding it needs to conduct business. As a bank holding company, we need liquidity to support operating and investing activities, to comply with regulatory requirements, and to minimize the risk of having insufficient funds to conduct business.

We have a liquidity risk management policy that has been established by our Asset/Liability Committee and approved by our Board of Directors. We use a funds-at-risk (FAR) ratio to measure liquidity risk. The FAR ratio, which we calculate monthly, expresses liquid assets and other dedicated funding sources as a percentage of wholesale liabilities. The FAR ratio considers these items on three-month, six-month, and one-year time horizons.

53

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

We categorize liquidity risk into three levels that consider various internal and external scenarios: Level I, Level II, and Level III. Level I is the most favorable level. It indicates a normal operating environment with no funding pressures. At this level, the sources of funds available to us are diverse, and we are able to access them immediately at a reasonable cost and at the maturities we desire.

We believe our ability to obtain funding from the national markets mitigates our liquidity risk. In many cases, national market investors use the findings of the major credit rating agencies – Standard & Poor’s, Moody’s Investors Service, and Fitch Ratings – to guide their decisions. At June 30, 2007 all of our credit ratings:

• Were investment grade.

• Substantiated our financial stability and the consistency, over time, of our earnings.

On March 9, 2007, Moody’s Investors Service upgraded its Bank Financial Strength Rating of our primary banking subsidiary, Wilmington Trust Company, to B- from C+. According to Moody’s, the upgrade “reflects Wilmington’s strong capital and asset quality indicators, as well as its contained market risk appetite, and strong control and risk management. It also considers Wilmington’s limited geographic diversification and material credit risk concentration.”

The following tables show our current credit ratings and the dates of the most recent opinions and/or affirmations.

Wilmington Trust Corporation	Fitch Ratings 1	Moody’s Investors Service 2	Standard & Poor’s 3
Outlook	Stable	Stable	Stable
Issuer rating (long-term/short-term)	A+/F1	A2/*	A−/A−2
Subordinated debt	A	A3	BBB+

Wilmington Trust Company	Fitch Ratings 1	Moody’s Investors Service 2	Standard & Poor’s 3
Outlook	Stable	Stable	Stable
Bank financial strength	A/B	B−	*
Issuer rating (long-term/short-term)	A+/F1	A1	A/A−1
Bank deposits (long-term/short-term)	AA−/*	A1/P−1	A/A−1

*	No rating in this category
1	As of July 2006
2	As of March 2007
3	As of August 2006

Factors or conditions that could affect our liquidity include changes in types of assets and liabilities on our balance sheet; our investment, loan, and deposit balances; our reputation; and our credit ratings. A significant change in our financial performance or credit ratings could reduce the availability or increase the cost of funding. We monitor our existing and projected liquidity requirements continually. We believe our liquidity management practices give us the flexibility to react to changes that might affect our liquidity adversely.

For more information about how we manage liquidity and about our credit ratings, read the discussion on managing liquidity that begins on page 32 of our 2006 Annual Report to Shareholders.

Liquidity in the first six months of 2007

At June 30, 2007, we were operating within Level I parameters of our liquidity management policy. In addition, our FAR ratio calculations placed our liquidity position within Level I parameters. We have maintained a Level I position since the levels were established in 2004.

54

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Our sources of liquidity remained diversified. As of June 30, 2007, our sources of liquidity included:

• Core deposit balances of $5.04 billion.

• National money market deposits of $139.5 million.

• National CDs ³ $100,000 of $2.98 billion.

• Short-term borrowings of $1.18 billion.

• Long-term debt of $390.2 million.

• Stockholders’ equity of $1.07 billion.

• Investment securities of $1.81 billion.

• Borrowing capacity of $75.0 million from lines of credit with U.S. financial institutions.

• Borrowing capacity of $860.7 million, secured with collateral, from the Federal Home Loan Bank (FHLB) of Pittsburgh, of which Wilmington Trust Company and Wilmington Trust of Pennsylvania are members, as of March 31, 2007. The FHLB adjusts our borrowing capacity on a quarterly basis, however, and its adjustment calculations for June 30, 2007, were not available as of the filing date of this report (August 9, 2007).

Among the risks to our liquidity is a partial guaranty of a line of credit obligation for Cramer Rosenthal McGlynn (CRM). At June 30, 2007, this line of credit was $3.0 million, the balance was zero, and our guaranty was for 82.41%, an amount equal to our ownership interest in CRM. This line of credit is scheduled to expire on December 3, 2007.

Managing funding

We use a mix of funding sources to support our Regional Banking business and to help us manage interest rate risk. There is an inherent disparity between loan growth and core deposit growth in the Regional Banking business model, because we make commercial loans in four states, but gather core deposits mainly in Delaware. To compensate, we augment core deposits with national funding because:

• It is a cost-effective way to add deposits without having to invest capital in a large-scale expansion of our branch office network.

• It helps us curb annual operating expense growth. On an absolute basis, national funding rates tend to be higher than core deposit rates, but core deposit rates do not include the all-in expense of staffing and operating a branch office network.

• It helps our Regional Banking business produce an efficiency ratio that is better than our peer average. For more information about this, see the Regional Banking discussion in this report.

• It helps us manage interest rate risk, because we can match the repricing characteristics of wholesale funds closely with the repricing characteristics of floating rate loans. We adjust the mix between national CDs ³ $100,000 and short-term borrowings, depending on which has more favorable terms. For more information on how we manage interest rate risk, refer to the discussion in the “Quantitative and Qualitative Disclosures about Market Risk” section of this report.

As we expand our commercial banking business throughout the Delaware Valley region, we expect that loan growth will continue to outpace core deposit growth, and we will continue to use a blend of core deposits and national funding to support loan growth.

Funding in the first six months of 2007

During the first six months of 2007, core deposits (demand deposits, interest-bearing demand deposits, time deposits, and local CDs ³ $100,000) continued to be our primary source of funding.

55

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

During the 2006 fourth quarter, we diversified our funding sources by launching WTDirect and adding national money market deposits. Previously included in interest-bearing demand deposit balances, national money market deposits now are reported separately. Prior period amounts were adjusted to reflect this change.

Proportion of funding provided by (on average)	2007 Q2			2007 Q1			2006 Q2
Core deposits		53	%		52	%		56	%
National funding		33	%		34	%		30	%
Short-term borrowings		14	%		14	%		14	%
Loan-to-deposit ratio		1.03	%		1.01	%		1.01	%

On an absolute basis, the rates on national funding tend to be higher than the rates on core deposits. Using rates alone to compare funding costs, however, can be misleading. While core deposit rates express the absolute cost of the funds, they do not reflect the associated staffing and other operating expenses. For a comparison of core deposit and national funding rates, refer to the interest rate risk discussion in the “Quantitative and Qualitative Disclosures about Market Risk” section of this report.

ASSET QUALITY, LOAN LOSS RESERVE, AND LOAN LOSS PROVISION

The assets on our balance sheet consist primarily of investment securities, which we discuss elsewhere in this report, and loans. Loans accounted for 75% of our assets at June 30, 2007, and most of our asset quality remained tied to loan, or credit, quality. Credit quality, or credit risk, is an assessment of the ability of borrowers to repay loans according to contractual terms. Borrowers not repaying loans could affect our earnings negatively.

Lending money is inherently risky. When we make a loan, we make subjective judgments about the borrower’s ability to repay the loan. No matter how financially sound a client or lending decision may seem, a borrower’s ability to repay can be affected adversely by economic changes and other external factors. For more details on the steps we take to mitigate the risks associated with lending money, read the credit risk discussion in our 2006 Annual Report to Shareholders.

We regard net charge-offs as the primary indicator of credit quality.

Credit quality in the second quarter and first six months of 2007

Credit losses were stable for the second quarter and first six months of 2007. The net charge-off ratio remained at the low end of historical levels and 97% of loans outstanding had pass ratings in the internal risk rating analysis. Less than 1% of loans outstanding were classified as nonperforming, past due 90 days or more, or serious doubt. On a percentage basis, the mix of loans outstanding was relatively unchanged.

Net charge-offs

For the second quarter of 2007, net charge-offs amounted to $3.5 million, the same as for the year-ago second quarter, and $0.2 million more than for the first quarter of 2007.

For the first six months of 2007, net charge-offs were $6.8 million, which was $1.5 million more than for the corresponding period in 2006.

None of the loans charged off during the first half of 2007 were commercial construction/real estate or commercial mortgage loans.

56

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

The net charge-off ratio for the second quarter was 4 basis points, the same as for the first quarter of 2007, and 1 basis point lower than for the second quarter of 2006. This brought the net charge-off ratio to 16 basis points on an annualized basis.

In comparison, the net charge-off ratio for full-year 2006 was 24 basis points. Since 1996, the full-year net charge-off ratio has ranged from a low of 14 basis points for 2005 to a high of 44 basis points for 2000.

Charge-offs for the three months ended (dollars in millions)	6/30/07			12/31/06			6/30/06
Gross charge-offs for the quarter	$	5.4		$	7.1		$	5.7
Recoveries for the quarter	$	1.9		$	1.2		$	2.2
Net charge-offs for the quarter	$	3.5		$	5.9		$	3.5
Net charge-off ratio for the quarter		0.04	%		0.07	%		0.05	%
Net charge-off ratio annualized		0.16	%		0.28	%		0.20	%

Mix of net charge-offs for the three months ended (in millions)	6/30/07		12/31/06		6/30/06
Consumer loans	$	2.5	$	3.2	$	1.8
Commercial, financial, and agricultural loans	$	1.0	$	2.7	$	1.7
Commercial real estate/construction and mortgage loans	$	—	$	—	$	—
Total net charge-offs	$	3.5	$	5.9	$	3.5

Year-to-date charge offs (dollars in millions)	As of 6/30/07			As of 12/31/06			As of 6/30/06
Year-to-date gross charge-offs	$	10.5		$	24.6		$	8.9
Year-to-date recoveries	$	3.7		$	6.1		$	3.6
Year-to date net charge-offs	$	6.8		$	18.5		$	5.3
Year-to-date net charge-off ratio		0.08	%		0.24	%		0.07	%

Year-to-date charge offs (dollars in millions)	As of 6/30/07		As of 12/31/06		As of 6/30/06
Consumer loans	$	5.5	$	8.0	$	3.5
Commercial, financial, and agricultural loans	$	1.3	$	10.2	$	1.8
Commercial real estate/construction and mortgage loans	$	—	$	0.3	$	—
Year-to-date net charge-offs	$	6.8	$	18.5	$	5.3

Nonperforming assets

All of the year-to-date increase in nonaccruing loans was associated with one client, the Elliott Building Group, which filed for bankruptcy in June 2007. Normally, we do not discuss clients by name, but this bankruptcy filing is a matter of public record and it has been reported by the news media in stories that also mentioned our involvement.

Our exposure to the Elliott Building Group consists of three loans for two single-family-home developments in southern New Jersey. These loans were performing according to their terms at the end of the 2007 first quarter; we transferred them to nonaccruing status in the second quarter.

Our position is secured by first lien mortgages on each of the two projects, both of which are successful. They have generated prior sales activity, they are in viable markets, and the homes are priced competitively. The Elliott Building group has a number of other projects underway to which we have zero credit exposure.

57

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

We currently are unable to predict how the status of these loans might change or whether this client’s bankruptcy filing might affect charge-offs. As our historical record of charge-offs indicates, our loan work-out programs are very successful. We remain confident in our work-out processes and in the rigor of our loan underwriting standards, which we apply consistently.

Credit quality indicators (dollars in millions)	At 6/30/07			At 12/31/06			At 6/30/06
Period-end loan balances	$	8,274.7		$	8,094.9		$	7,755.2
Period-end nonperforming assets:
Nonaccruing loans	$	41.0		$	31.0		$	29.5
Other real estate owned (OREO)	$	0.2		$	4.8		$	4.8
Renegotiated loans	$	4.5		$	—		$	9.9
Total nonperforming assets	$	45.7		$	35.8		$	44.2
Ratio of nonperforming assets to loans		0.55	%		0.44	%		0.57	%
Loans past due 90 days or more at period end	$	13.6		$	5.8		$	4.7
Ratio of loans past due 90 days to total loans		0.16	%		0.07	%		0.06	%

The decline in other real estate owned (OREO) from prior periods reflected the sale during the 2007 second quarter of agricultural land in New Jersey that had been classified as OREO since the second quarter of last year. The sale of this property generated a gain of $1.4 million, which we recorded as other income for the 2007 second quarter.

Renegotiated loans were lower on a year-over-year basis because the amount recorded at June 30, 2006, included approximately $4.7 million that was charged off in the 2006 third quarter. The increase in renegotiated loans for the first six months of 2007 reflects one personal loan, to a commercial banking client that was renegotiated in the first quarter of 2007.

Commercial, financial, and agricultural (C&I) loans accounted for the majority of the increases in loans past due 90 days or more. Of the $13.6 million recorded at June 30, 2007, approximately 47% were C&I loans; approximately 10% were commercial mortgage loans; and approximately 8% were commercial construction/real estate loans. The rest were consumer and other types of loans.

Internal risk rating analysis

In the internal risk rating analysis, the percentage of pass-rated loans has been 97% since the first quarter of 2005, and has exceeded 95% since 2000.

Internal risk rating analysis	At 6/30/07			At 3/31/07			At 12/31/06			At 6/30/06
Pass		96.81	%		96.89	%		97.39	%		97.28	%
Watchlisted		2.27	%		2.32	%		1.82	%		1.89	%
Substandard		0.91	%		0.77	%		0.79	%		0.76	%
Doubtful		0.01	%		0.01	%		—			0.07	%

We apply the internal risk rating classifications consistently. For more information about these classifications, read the credit risk discussion in our 2006 Annual Report to Shareholders.

Serious-doubt loans

Serious-doubt loans are loans that we do not think will be repaid even though they are performing in accordance with the contractual terms or are fewer than 90 days past due. The second quarter 2007 decrease in serious-doubt loans

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Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

reflected the transfer of the Elliott Building Group loans to nonaccrual status. Most of our serious doubt loans were in the commercial portfolio.

Serious-doubt loans	At 6/30/07			At 3/31/07			At 12/31/06			At 6/30/06
Serious-doubt loans (in millions)	$	15.7		$	26.2		$	18.8		$	20.7
Ratio of serious doubt loans to total loan balances		0.19	%		0.32	%		0.23	%		0.27	%
Percent of serious-doubt loans in commercial portfolio		81	%		88	%		84	%		63	%

Loan portfolio composition

On a percentage basis, the composition of the loan portfolio remained well diversified and relatively unchanged.

Composition of the loan portfolio	At 6/30/07			At 3/31/07			At 12/31/06			6/30/06
Commercial/financial/agricultural		30	%		30	%		31	%		32	%
Commercial real estate/construction		21	%		21	%		21	%		20	%
Commercial mortgage		17	%		17	%		16	%		16	%
Residential mortgage		7	%		7	%		7	%		6	%
Home equity		4	%		4	%		4	%		4	%
Indirect loans		8	%		8	%		8	%		8	%
Credit card		1	%		1	%		1	%		1	%
Other consumer		5	%		5	%		5	%		6	%
Secured with liquid collateral		7	%		7	%		7	%		7	%

LOAN LOSS RESERVE AND LOAN LOSS PROVISION

We reserve an amount for loan losses that represents our best estimate of known and inherent estimated losses and we make subjective judgments about amounts we might be able to recover. We also consider loan growth, the results of the internal risk rating analysis, the levels of loan recoveries and repayments, the stability of the Delaware Valley regional economy, market interest rates, and regulatory guidelines. For more information about how we establish and account for the loan loss reserve, read Note 2, “Summary of significant accounting policies,” in our 2006 Annual Report to Shareholders.

In light of the levels of past due, nonaccruing, and nonperforming loans at June 30, 2007, we believe that our loan loss reserve and loan loss provision reflected a reasonable assessment of inherent loan losses.

Provision for loan losses	2007 Q2	2006 Q2		2007 YTD		2006 YTD
Provision for loan losses (in millions)	$6.5	$	4.2	$	10.1	$	8.2

Reserve for loan losses	At 6/30/07			At 3/31/07			At 12/31/06			At 6/30/06
Reserve for loan losses (in millions)	$	97.5		$	94.5		$	94.2		$	94.3
Loan loss reserve ratio		1.18	%		1.17	%		1.16	%		1.22	%

The reserve and provision for loan losses do not necessarily increase in conjunction with loan growth, because newly added loans do not automatically carry a higher degree of risk than loans already in the portfolio.

59

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

DERIVATIVES, HEDGING INSTRUMENTS, OTHER OFF-BALANCE-SHEET ARRANGEMENTS, AND OTHER CONTRACTUAL OBLIGATIONS

We use a variety of financial instruments and contracts to help us manage capital, liquidity, interest rate risk, credit risk, and other aspects of our day-to-day operations. As permissible under regulatory guidelines, we include these instruments in our calculations of regulatory risk-based capital ratios. For more information about these instruments and contracts, read the discussion that begins on page 49 of the 2006 Annual Report to Shareholders.

The derivative instruments we use are primarily interest rate swap contracts and interest rate floor contracts. These instruments help us hedge the risk to interest income from fluctuations in floating interest rates on commercial loans and subordinated long-term debt. As of June 30, 2007, we had a total of $1,125.0 million hedged in derivative instruments, as follows:

• $1.0 billion of interest rate floor contracts in connection with floating rate loans in our commercial loan portfolio, and

• $125.0 million of swaps with other financial institutions made in connection with our issues of subordinated long-term debt.

On March 31, 2006, we sold $250.0 million of interest rate swaps associated with the $250.0 million of subordinated long-term debt we issued on April 4, 2003. We realized a loss of $12.7 million in this transaction. We will recognize the amount of the loss over the remaining life of the debt, which matures in 2013, and record it in our income statement as interest expense on long-term debt.

We also use interest rate swap contracts to help loan clients manage their interest rate risk. These swaps let loan clients convert floating rate loan payments to fixed rate loan payments. When we enter into one of these contracts with a client, we simultaneously enter into a “mirror” swap contract with a third party (typically a financial institution) that exchanges the fixed rate loan payments for floating rate loan payments.

As of June 30, 2007, we had client swap contracts of $402.4 million and an equal amount of swap contracts with third parties to mirror the client swaps, for a total of $804.8 million of swaps associated with loans to clients.

Our other contractual obligations as of June 30, 2007, consisted of:

• One $28.0 million loan from the Federal Home Loan Bank of Pittsburgh. We used these funds to construct Wilmington Trust Plaza, our operations center in downtown Wilmington, Delaware, which was completed in 1998.

• Lease commitments for offices, net of sublease arrangements, which total $72.6 million. In Delaware, we lease many of our branch offices. We lease all of our branch and other offices outside of Delaware.

• An 82.41% guaranty of a $3.0 million line-of-credit obligation of affiliate money manager Cramer Rosenthal McGlynn (CRM). The guaranty amount represents our current ownership interest in CRM. The balance of this line of credit is zero and it is scheduled to expire on December 3, 2007.

• Certificates of deposit amounting to $4.37 billion.

• Letters of credit, unfunded loan commitments, and unadvanced lines of credit amounting to $3.72 billion.

The following table summarizes our current contractual obligations and the periods over which they extend.

Payments due (in millions)	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Certificates of deposit	$	4,369.9	$	4208.6	$	60.1	$	42.7	$	58.5
Long-term debt obligations (1)		488.5		147.3		28.1		52.9		260.2
Operating lease obligations		72.6		12.0		30.0		16.7		13.9
Guaranty obligations		2.5		2.5		—		—		—
Total	$	4,933.5	$	4,370.4	$	118.2	$	112.3	$	332.6

⁽¹⁾ Contractual obligations associated with long-term debt obligations include future interest payments.

60

The long-term debt obligations referenced in the table above consist of two outstanding subordinated debt issues and Federal Home Loan Bank advances. The first debt issue, for $125.0 million, was issued in 1998, was used to support acquisitions and expansion, and is due in 2008. The second debt issue, for $250.0 million, was issued in 2003, was used for general liquidity purposes, and is due in 2013. Both of these debt issues are included in the “Long-term debt” line of our balance sheet.

Our agreements with CRM, RCM, Grant Tani Barash & Altman, and Wilmington Trust Conduit Services permit principal members and designated key employees of each firm, subject to certain restrictions, to put their interests in their respective firms to our company. For more information about these agreements, refer to Note 4, “Affiliates and acquisitions,” which begins on page 75 of our 2006 Annual Report to Shareholders.

OTHER INFORMATION

ACCOUNTING PRONOUNCEMENTS

Refer to Note 12, “Accounting pronouncements,” of this report for a discussion of the effects of recent accounting pronouncements on our financial condition and results of operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our critical accounting policies conform with U.S. generally accepted accounting principles (GAAP), and with reporting practices prescribed for the banking industry. We maintain our accounting records and prepare our financial statements using the accrual basis of accounting. In applying our critical accounting policies, we make estimates and assumptions about revenue recognition, the reserve for loan losses, stock-based employee compensation, affiliate fee income, impairment of goodwill, loan origination fees, mortgage servicing assets, and other items.

For more information about our critical accounting policies, refer to:

• Note 2, “Summary of significant accounting policies,” which begins on page 71 of our 2006 Annual Report to Shareholders;

• Note 1, “Accounting and reporting policies,” in this report; and

• Note 12, “Accounting pronouncements,” in this report.

61

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

CAUTIONARY STATEMENT

This report contains estimates, predictions, opinions, or other statements that might be construed as “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include references to our financial goals, dividend policy, financial and business trends, new business results and outlook, business prospects, marketing positioning, pricing trends, strategic initiatives, credit quality and the reserve for loans losses, the effects of changes in market interest rates, the effects of changes in securities valuations, the impact of accounting pronouncements, and other internal and external factors that could affect our financial performance.

These statements are based on a number of assumptions, estimates, expectations, and assessments of potential developments, and are subject to various risks and uncertainties that could cause our actual results to differ from our expectations. Our ability to achieve the results reflected in these statements could be affected adversely by, among other things, changes in national or regional economic conditions; changes in market interest rates; significant changes in banking laws or regulations; the impact of accounting pronouncements; increased competition for business; higher-than-expected credit losses; the effects of acquisitions; the effects of integrating acquired entities; a substantial and permanent loss of either client accounts and/or assets under management at Wilmington Trust and/or our affiliate money managers, Cramer Rosenthal McGlynn and Roxbury Capital Management; unanticipated changes in the regulatory, judicial, legislative, or tax treatment of business transactions; and uncertainty created by unrest in other parts of the world.

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Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to a variety of risks in the normal course of business. We monitor these risks closely to safeguard the assets of our clients and company. From time to time, however, we may incur losses related to these risks, and we cannot assure that such losses will not occur.

The main risks in our banking business are credit risk, which we discuss elsewhere in this report, and interest rate risk. The main risk in our advisory businesses is financial market risk, since much of our advisory revenue is based on the market values of investments we manage or hold for clients.

As a financial institution, nearly all of our assets and liabilities are monetary in nature and priced according to market interest rates. Since interest rates do not necessarily move in the same direction, or at the same magnitude, as the prices of goods and services, we are unable to determine the effects of inflation on our financial performance.

INTEREST RATE RISK

Interest rate risk is the risk to net interest income from changes in market interest rates. Changes in market interest rates, and the pace at which they occur, can affect the yields we earn on loans and investments and the rates we pay on deposits and other borrowings. These changes can affect our net interest income and net interest margin, positively or negatively, and ultimately affect our financial performance.

Our interest rate risk management objective is to minimize the negative effect on net interest income from market interest rate changes. We have an asset/liability policy that sets limits for interest rate risk. Our current policy states that changes in market interest rates should not reduce net interest income by 10% or more within a 12-month period.

The primary tool we use to assess our exposure to interest rate risk is a computer modeling technique that simulates the effects on our net interest income of gradual and sustained changes, or ramps, in market interest rates. We perform simulations quarterly that compare multiple hypothetical interest rate scenarios to a stable interest rate environment. As a rule, our model employs scenarios in which rates gradually move up or down 250 basis points over a period of 10 months.

The main way we manage interest rate risk is to match, as closely as possible, the pricing and maturity characteristics of our assets with those of our liabilities. We do this by:

• Using a blend of core deposits and national funding. National funding helps us match pricing and maturity characteristics because we can predict the balances of wholesale funding with more certainty than we can predict the balances of client deposits. We discuss our funding strategy more fully in the liquidity and funding section of this report.

• Selling most of our new fixed rate residential mortgage production into the secondary market. By limiting the fixed rate residential mortgages in our loan portfolio, we eliminate much of the long-term risk inherent in fixed rate instruments that typically have 15- to 30-year maturities.

• Managing the size of our investment securities portfolio and the mix of instruments in it. For more information about this, read the investment securities discussion in this report.

• Purchasing interest rate floors to hedge interest income risk associated with some of our floating rate commercial loans. For more information about this, read Note 5, “Derivative and hedging activities,” and the derivatives and hedging instruments discussion in this report.

For more information about our interest rate risk management strategies, read the discussion that begins on page 43 of our 2006 Annual Report to Shareholders.

63

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Interest rate risk in the first six months of 2007

Our interest rate position at June 30, 2007, reflected our ability to match loan repricing characteristics closely with changes in the cost of funds.

As a percentage of total balances	At 6/30/07			At 12/31/06			At 6/30/06
Loans outstanding with floating rates		72	%		74	%		76	%
Commercial floating rate loans repricing in £ 30 days		94	%		93	%		92	%
Commercial loans tied to a prime rate		61	%		61	%		63	%
Commercial loans tied to the 30-day LIBOR		33	%		35	%		31	%
National CDs maturing in £ 90 days		68	%		55	%		59	%
Short-term borrowings maturing in £ 90 days		98	%		92	%		94	%

As the table above shows, as of June 30, 2007, most of our commercial floating rate loans were repricing faster than the cost of national funding. In other words, approximately $5.6 billion of loans were repricing within 30 or fewer days, while approximately $3.2 billion of national CDs and short-term borrowings were repricing in 90 or fewer days, as shown in the table below.

At June 30, 2007 (dollars in millions)	Balances		% repricing in £ 30 days			$ repricing in £ 30 days
Commercial floating rate loans	$	5,966.8		94	%	$	5,608.8

Funding	Balances		% repricing in £ 90 days			$ repricing in £ 90 day
National CDs	$	2,979.3		68	%	$	2,018.7
Short-term borrowings	$	1,176.9		98	%	$	1,151.9
Total	$	4,156.2		—		$	3,170.6

Our interest rate risk position at the end of the first six months of 2007 also reflected stability in market interest rates, as shown in the comparison of yields and rates below. During the first half of the year, the yield on earning assets increased 4 basis points, while the cost of funds decreased 2 basis points.

Compared to June 30, 2006, however, the yield on earning assets was 26 basis points higher, but the cost of funds was 37 basis points higher. This was a function of actions the Federal Open Market Committee (FOMC) took in 2006. Between January and June 2006, the FOMC raised short-term interest rates four times, for a total of 100 basis points. After those increases, most of our floating rate loans had repriced by August, but core deposits continued to reprice throughout the second half of the year.

Selected yields and rates for the three months ended (on average)	6/30/07			12/31/06			6/30/06
Yields on earning assets
Commercial loans		8.13	%		8.24	%		7.93	%
Retail loans		6.98	%		6.95	%		6.70	%
Total loans		7.77	%		7.82	%		7.53	%
Total earning assets		7.23	%		7.19	%		6.97	%
Rates on funds to support earning assets
Core interest-bearing deposits		2.41	%		2.35	%		1.99	%
Total interest-bearing deposits		3.66	%		3.68	%		3.18	%
Total interest-bearing liabilities		3.97	%		4.00	%		3.56	%
Total funds to support earning assets		3.50	%		3.52	%		3.13	%

64

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

The following table shows how our prime lending rate has changed. This rate serves as a point of reference for a substantial number of our commercial floating rate loans.

Wilmington Trust prime lending rate	At 6/30/07			At 12/31/06			At 6/30/06
Prime lending rate (period end)		8.25	%		8.25	%		7.90	%
Prime lending rate (on average)		8.25	%		7.96	%		7.66	%

For information on how our interest rate risk management strategies affected the net interest margin, read the net interest margin discussion in this report.

As of June 30, 2007, our interest rate risk simulation model projected that:

• If short-term rates were to increase gradually over a 10-month period in a series of moves that totaled 250 basis points, our net interest income would increase 3.62% over the 12 months beginning June 30, 2007.

• If short-term rates were to decrease gradually over a 10-month period in a series of moves that totaled 250 basis points, our net interest income would decline by 3.72% over the 12 months beginning June 30, 2007.

Impact of interest rate changes	For the 12 months			For the 12 months
on net interest income	beginning 6/30/07			beginning 12/31/06
Gradual increase of 250 basis points		3.62	%		4.22	%
Gradual decrease of 250 basis points		(3.72	)%		(3.99	)%

As of March 31, 2006, we adjusted the simulation to reflect two changes:

• On March 31, 2006, we terminated $250 million of interest rate swaps that were associated with $250 million of subordinated long-term debt. We issued this debt at a fixed rate, which we immediately swapped for a floating rate. We terminated these swaps to eliminate the potential volatility of changing market valuations. For more information about these swaps, read Note 5, “Derivative and hedging activities,” and the derivatives and hedging instruments discussion in this report.

• To reflect pricing characteristics more accurately, we changed some of the assets in the model from fixed rates to floating rates.

Our discussion of the interest rate risk simulation contains forward-looking statements about the anticipated effects on net interest income that may result from hypothetical changes in market interest rates. Assumptions about retail deposits rates, loan prepayments, asset-backed securities, and collateralized mortgage obligations play a significant role in our interest rate simulations. Our assumptions about rates and the pace of changes in payments differ for assets and liabilities in rising as well as declining rate environments. These assumptions are inherently uncertain, and the simulations cannot predict precisely how actual interest rate changes might affect our net interest income.

FINANCIAL MARKET RISK

Financial market risk is the risk to income from fluctuations or volatility in the equity markets, the fixed income markets, or both markets. These markets determine the valuations of assets we manage or hold in custody for clients. Since some of our CCS and WAS fees, and all of the affiliate money manager fees, are based on asset valuations, the performance of one or more financial markets can affect noninterest income, positively or negatively and ultimately affect our financial results.

Financial markets also determine the valuations of investments in our securities portfolio, and can have positive or negative effects on the amount of interest income the securities portfolio generates. For more information about income from the investment securities portfolio, see the “Quarterly analysis of earnings” in this report.

Our exposure to financial market risk is mitigated by our mix of businesses, which produces a diversified stream of net interest and noninterest income. Most of our financial market risk is to the noninterest income from our advisory businesses. Some, but not all, of our advisory revenue is based on financial market valuations.

65

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

In Wealth Advisory Services, all trust and investment advisory revenue is based on the market values of equity, fixed income, and other classes of assets.

In Corporate Client Services, part of retirement services revenue is based on the market values of retirement plans for which we are custodian. All revenue from investment/cash management revenue reflects service charges that are based on the value of cash assets in money market mutual funds or fixed income investments.

All revenue we receive from our ownership positions in the two affiliate money managers, Cramer Rosenthal McGlynn and Roxbury Capital Management, is based on equity market valuations.

Revenue subject to financial market risk	2007 Q2			2006 Q2			2007 YTD			2006 YTD
WAS trust and investment advisory revenue	$	38.4		$	33.1		$	75.4		$	67.5
CCS retirement services revenue		3.2			2.9			6.6			5.6
CCS investment/cash management revenue		3.0			2.5			6.3			4.6
Affiliate money manager revenue		6.5			5.8			11.3			10.6
Total revenue subject to financial market risk	$	51.1		$	44.3		$	99.6		$	88.3
Total noninterest income (after amortization)	$	96.9		$	86.3		$	188.4		$	169.0
Percent of total subject to financial market risk		53	%		51	%		53	%		52	%
Total net interest and noninterest income	$	183.2		$	172.5		$	362.0		$	338.5
Percent of total subject to financial market risk		28	%		26	%		28	%		26	%

ECONOMIC RISK

Economic risk is the risk to income from changes in economic conditions like employment and population levels and the consumption of goods and services. Changes in these and other conditions could change demand for the services we provide and ultimately, affect loan and deposit balances, revenue, net income, and overall results, positively or negatively.

Among our businesses, Regional Banking has the most exposure to economic risk, and most of that risk is tied to economic conditions within the Regional Banking geographic footprint. We believe this exposure is mitigated by the region’s diversified economy, which includes the life sciences, financial services, pharmaceuticals, health care, education, construction, manufacturing, retail, agriculture, and tourism sectors. This diversification provides a degree of economic stability and helps the region withstand the effects of downturns in any single sector.

According to the Federal Reserve Bank of Philadelphia, leading economic indexes for all three states in the Third District (Delaware, New Jersey, and Pennsylvania) were positive in June 2007 and suggested economic growth over the next nine months. Unemployment rates for Delaware, Pennsylvania, and New Jersey for June 2007 were below the U.S. national average.

Employment	June 2007						June 2006
indicators	Employment growth*			Unemployment rate			Unemployment rate
Delaware		0.8	%		3.3	%		3.6	%
New Jersey		0.4	%		4.3	%		4.7	%
Pennsylvania		0.9	%		4.1	%		4.8	%
United States		1.5	%		4.5	%		4.6	%

* Year-over-year percent change.

Sources: U.S. Bureau of Labor Statistics and Federal Reserve Bank of Philadelphia.

66

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

Population growth continued in the region, especially in Delaware. According to the U.S. Census Bureau, Delaware was the 15th fastest-growing state in the United States for the 12 months ended July 2006, and Delaware’s growth rate was more than double that of any state in the Bureau’s northeast geographic area.

The parts of Maryland within our Regional Banking footprint are slated to grow considerably due to the U.S. military’s Base Realignment and Closing (BRAC) initiative. One of the military bases slated to benefit is the Aberdeen Proving Ground, which is near our office in Bel Air, Maryland. According to the Associated Press, on April 27, 2007, a military spokesman said that the proving ground was expected to gain approximately 8,200 jobs between 2009 and 2011. According to a December 2006 report by the Maryland Department of Planning, BRAC will bring 45,000 to 60,000 direct and indirect jobs to the Baltimore region over the next eight years.

Delaware is among the East Coast’s leading poultry producers and we make loans to clients in the poultry industry. It is impossible to predict how an outbreak of avian influenza might affect the state’s economy, our credit quality, or our financial condition.

Poultry industry credit exposure (in millions)	At 6/30/07		At 12/31/06
Loans outstanding to poultry industry clients (approximately)	$	63.5	$	70.8
Total loans outstanding	$	8,274.7	$	8,094.9

In February 2007 DaimlerChrysler AG announced plans to idle its plant in Newark, Delaware, in 2009. This plant employs approximately 2,100 workers. It is too early to determine what, if any, effect the idling of this plant might have on the regional economy or our financial results.

Beyond the Delaware Valley region, changes in economic conditions at the national and international level that eliminate or slow demand for services could affect all of our businesses, loan and deposit balances, revenue, net income, and overall results.

Current conditions in the CDO market could affect CCS revenue. For more information about this, see the CCS discussion in this report.

OPERATIONAL RISK AND FIDUCIARY RISK

Operational risk is the risk of unexpected losses attributable to human error, systems failures, fraud, or inadequate internal controls and procedures. Fiduciary risk is the risk of loss that may occur if we were to breach a fiduciary duty to a client. To mitigate operational and fiduciary risk, we have policies, procedures, and internal controls designed to reduce the risks of failing to comply with applicable legal and regulatory requirements and failing to discharge our obligations to clients faithfully.

In view of the operational and fiduciary risks inherent in the markets and businesses in which we engage, we aim to keep these risks at levels we believe are acceptable, through policies and procedures for authorizing, approving, documenting, and monitoring transactions, and for creating, selling, and managing investment products; trading securities; and selecting counterparties. All staff members share responsibility for adhering to our policies, procedures, and internal controls. Our internal auditors and other staff members continually monitor the overall effectiveness of our system of internal controls.

Section 404 of the Sarbanes-Oxley Act requires us to assess the design and effectiveness of our internal controls over financial reporting. We evaluate the documentation of our control processes and test our primary controls continually and we remediate them as needed. Each quarter, designated managers in each business unit certify to the chairman and chief executive officer, and to the chief financial officer, as to the effectiveness of the internal controls within their respective areas of responsibility.

67

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

REGULATORY RISK

Regulatory risk is the risk of sanctions that various state, federal, and other authorities may impose on us if we fail to comply adequately with regulatory requirements. These requirements include those specified by the Bank Secrecy Act, the USA PATRIOT Act, the Sarbanes-Oxley Act, the Securities and Exchange Commission, the New York Stock Exchange, and other applicable legal and regulatory requirements. To limit this risk, we employ policies and procedures to reduce the risk of failing to comply with these requirements. For more information about the regulatory requirements that affect us, read the section on regulatory matters in our 2006 Annual Report on Form 10-K.

LEGAL RISK

We and our subsidiaries are subject to various legal proceedings that arise from time to time in the ordinary course of business. Some of these proceedings seek relief or damages in amounts that may be substantial. Because of the complex nature of some of these proceedings, it may be a number of years before they ultimately are resolved. While it is not feasible to predict the outcome of these proceedings, we do not believe that the ultimate resolution of any legal matters outstanding as of June 30, 2007, will have a materially adverse effect on our consolidated financial statements. Furthermore, some of these proceedings involve claims that we believe may be covered by insurance, and we have advised our insurance carriers accordingly.

OTHER RISK

We are exposed to a variety of risks in the normal course of our business. We monitor these risks closely and take every step to safeguard the assets of our clients and our company. From time to time, however, we may incur losses related to these risks, and there can be no assurance that such losses will not occur in the future.

Item 4. Controls and Procedures.

Our chairman and chief executive officer, and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2007, pursuant to Securities Exchange Act Rule 13a-15(e). Based on that evaluation, they concluded that our disclosure controls and procedures were effective in alerting them on a timely basis to any material information about our company (including our consolidated subsidiaries) that we are required to include in the periodic filings we make with the Securities and Exchange Commission. There was no change in our internal control over financial reporting during the second quarter of 2007 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We and our subsidiaries are subject to various legal proceedings that arise from time to time in the ordinary course of their businesses and operations. Some of these proceedings seek relief or damages in amounts that may be substantial. Because of the complex nature of some of these proceedings, it may be a number of years before they ultimately are resolved. While it is not feasible to predict the outcome of these proceedings, management does not believe the ultimate resolution of any of them will have a materially adverse effect on our consolidated financial statements. Further, management believes that some of the claims may be covered by insurance, and has advised its insurance carriers of the proceedings.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table shows our repurchases of Wilmington Trust stock during the first quarter of 2007.

							(d) Maximum
							Number (or
							Approximate
					(c) Total Number		Dollar Value) of
	(a) Total		(b)		of Shares (or		Shares (or Units)
	Number of		Average		Units) Purchased		that May Yet Be
	Shares (or		Price Paid		as Part of Publicly		Purchased Under
	Units)		per Share (or		Announced Plans		the Plans or
Period	Purchased		Unit)		or Programs		Programs
Month #1
April 1, 2007 – April 30, 2007		2,638	$	40.46		2,638		6,598,830
Month #2
May 1, 2007 – May 31, 2007		619,946	$	42.14		619,946		5,978,884
Month #3
June 1, 2007 – June 30, 2007		380,200	$	42.35		380,200		5,598,684
Total		1,002,784	$	42.21		1,002,784		5,598,684

In April 2002, we announced a plan to repurchase up to 8 million shares of our stock.

The Federal Reserve Board’s policy is that bank holding companies should not pay dividends unless the institution’s prospective earnings retention rate is consistent with its capital needs, asset quality, and overall financial condition.

69

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

We believe our payment of dividends during the first quarter of 2007 was consistent with the Federal Reserve Board’s policy.

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

At our Annual Shareholders’ Meeting on April 19, 2007 (Annual Meeting), the nominees proposed for directors of the Corporation were elected. Shareholders cast votes for those nominees as follows:

Nominee	For		Withheld
R. Keith Elliott		52,870,893.394		3,059,224.444
Gailen Krug		55,279,317.270		650,800.568
Stacey J. Mobley		54,276,235.302		1,653,882.536

The term of Carolyn S. Burger, Ted T. Cecala, Thomas L. duPont, Donald E. Foley, Robert V.A. Harra Jr., Rex L. Mears, David P. Roselle, Robert W. Tunnell Jr., and Susan D. Whiting continued after the Annual Meeting.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibit
Number	Exhibit
3.1	Amended and Restated Certificate of Incorporation of the Corporation (Commission File Number 1-14659) (1)
3.2	Amended Certificate of Designation of Series A Junior Participating Preferred Stock of the Corporation (Commission File Number 1-14659) (2)
3.3	Amended and Restated Bylaws of the Corporation (Commission File Number 1-14659)(3)
10	Limited Liability Company Interest Purchase Agreement made as of May 4, 2007, among Bingham McCutchen LLP, Legg Mason, Inc., Bingham Legg Advisers, LLC, Wilmington Trust FSB, and Wilmington Trust Corporation (4)
31	Rule 13a-14(a)/15d-14(a) Certifications (4)
32	Section 1350 Certifications (4)

(1)	Incorporated by reference to Exhibit 3(a) to the Report on Form S-8 of Wilmington Trust Corporation filed on October 31, 1991.
(2)	Incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on May 9, 2005.
(3)	Incorporated by reference to Exhibit 1 to the Current Report on Form 8-K of Wilmington Trust Corporation filed on December 22, 2004.
(4)	Filed herewith.

70

Wilmington Trust Corporation
Form 10-Q for the three and six months ended June 30, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WILMINGTON TRUST CORPORATION
Date: August 9, 2007	/s/ Ted T. Cecala
	Name:	Ted T. Cecala
	Title:	Chairman of the Board and Chief Executive Officer (Authorized Officer)
Date: August 9, 2007	/s/ David R. Gibson
	Name:	David R. Gibson
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

71

EX-10

CERTAIN INFORMATION IN
THIS EXHIBIT HAS BEEN
OMITTED AND FILED WITH THE
SECURTIES AND EXCHANGE
COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL
TREATMENT FILED WITH THE
SEC AND IS MARKED BY AN
ASTERISK [*]

LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT MADE
AS OF MAY 4, 2007, AMONG BINGHAM MCCUTHCHEN LLP, LEGG MASON,
INC., BINGHAM LEGG ADVISERS LLC, WILMINGTON TRUST FSB, AND
WILMINGTON TRUST CORPORATION

CERTAIN INFORMATION IN
THIS EXHIBIT HAS BEEN
OMITTED AND FILED WITH THE
SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL
TREATMENT FILED WITH THE
SEC AND IS MARKED BY AN
ASTERISK [*]

LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT

AMONG

BINGHAM MCCUTCHEN LLP,

LEGG MASON, INC.,

BINGHAM LEGG ADVISERS LLC,

WILMINGTON TRUST FSB, and

WILMINGTON TRUST CORPORATION

Made as of May 4, 2007

TABLE OF CONTENTS

			Page
ARTICLE 1 DEFINITIONS				1
	Section 1.1	Definitions		1
	Section 1.2	Interpretation		9
ARTICLE 2 SALE AND PURCHASE OF LLC INTERESTS				9
	Section 2.1	Sale and Purchase		9
	Section 2.2	Closing		9
ARTICLE 3 PAYMENT				10
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BLA TO WT				11
	Section 4.1	Organization		11
	Section 4.2	Authority		11
	Section 4.3	Governmental Filings; Non-Contravention		11
	Section 4.4	Capitalization		11
	Section 4.5	Subsidiaries and Other Relationships		12
	Section 4.6	Business		12
	Section 4.7	Assets		12
	Section 4.8	Clients and Services		12
	Section 4.9	Receivables		13
	Section 4.10	Contracts		13
	Section 4.11	Employment Arrangements		13
	Section 4.12	Financial Statements		13
	Section 4.13	Material Adverse Change		14
	Section 4.14	Ordinary Course of Business		14
	Section 4.15	Litigation and Compliance with Laws		14
	Section 4.16	Environmental Matters		15
	Section 4.17	Broker Dealer		16
	Section 4.18	Insurance Policies		16
	Section 4.19	Tax and ERISA Matters		16
	Section 4.20	Certain Transactions		17
	Section 4.21	Employee Benefit Plans		17

i 

			Page
	Section 4.22	Brokerage		19
	Section 4.23	Privacy		19
	Section 4.24	No Known Regulatory Delays		19
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLERS TO WT				19
	Section 5.1	Organization; Authority		19
	Section 5.2	Equity Interests		20
	Section 5.3	No Conflicts		20
	Section 5.4	Consents; Governmental Approvals		20
	Section 5.5	Brokers		20
	Section 5.6	NO ADDITIONAL REPRESENTATIONS		21
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF WT AND WTC TO SELLERS				21
	Section 6.1	Organization		21
	Section 6.2	Authority		21
	Section 6.3	Governmental Filings; Non-Contravention		21
	Section 6.4	Litigation and Compliance with Laws		22
	Section 6.5	Investment Representations		22
	Section 6.6	No Known Regulatory Delays		23
	Section 6.7	Brokerage		23
ARTICLE 7 COVENANTS OF SELLERS AND BLA				23
	Section 7.1	Client Consent		23
	Section 7.2	Conduct of Business		23
	Section 7.3	Preservation of Business and Assets		24
	Section 7.4	Standstill		24
	Section 7.5	Non-Competition		24
	Section 7.6	Specific Performance		25
	Section 7.7	Transaction Modifications		25
ARTICLE 8 COVENANTS OF WT				26
	Section 8.1	Business Arrangements		26
	Section 8.2	Staff Retention Pool		26
	Section 8.3	Name		26
	Section 8.4	Cafeteria Plan		26
	Section 8.5	Certain Accounts Receivable		27
	Section 8.6	COBRA		27
ARTICLE 9 COVENANTS OF THE PARTIES				28
	Section 9.1	Regulatory Authorizations		28

ii 

			Page
	Section 9.2	Confidentiality		28
	Section 9.3	Expenses Incident to this Agreement		29
	Section 9.4	Access; Information		29
	Section 9.5	Press Releases		29
	Section 9.6	Disclosure Schedules		29
	Section 9.7	Director, Manager, and Officer Insurance		29
ARTICLE 10 CONDITIONS PRECEDENT TO WT’S OBLIGATIONS				29
	Section 10.1	No Litigation; No Opposition		29
	Section 10.2	Representations, Warranties, and Covenants of Sellers and BLA		30
	Section 10.3	Consents		30
	Section 10.4	Board of Managers Approval		31
	Section 10.5	Other Approvals		31
	Section 10.6	Transaction Modifications		31
	Section 10.7	Capitalization		31
	Section 10.8	Performance; Deliveries		31
	Section 10.9	Employment Agreement		32
	Section 10.10	No Material Adverse Change		32
	Section 10.11	No Liens		32
	Section 10.12	Satisfaction of Loans		32
	Section 10.13	Termination of Performance Equity Plan		32
	Section 10.14	Termination of Service Agreement and Consulting Agreement		32
	Section 10.15	Termination of Participation in Qualified Retirement Plans		33
	Section 10.16	Closing of Los Angeles Office		33
	Section 10.17	Financial Statements		33
	Section 10.18	Payments Under Simmons Letter Agreement		33
	Section 10.19	Payment to Berkshire		33
ARTICLE 11 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLERS AND BLA				33
	Section 11.1	No Litigation; No Opposition		33
	Section 11.2	Representations, Warranties, and Covenants		33
	Section 11.3	Consents		34
	Section 11.4	Performance; Deliveries		34
	Section 11.5	No Material Adverse Change		34
	Section 11.6	Other Approvals		34
	Section 11.7	Release of Guarantee		34
	Section 11.8	Tail Insurance Coverage		35
ARTICLE 12 INDEMNIFICATION				35
	Section 12.1	Indemnification by Sellers		35
	Section 12.2	Indemnification by WT		35
	Section 12.3	Limitation of Liability		35

iii 

			Page
	Section 12.4	Defense of Claims		37
	Section 12.5	Prompt Payment		38
	Section 12.6	Subrogation		38
	Section 12.7	Expiration of Representations and Warranties; Scope of Liabilities		38
ARTICLE 13 TERMINATION				39
	Section 13.1	Termination		39
	Section 13.2	Effect of Termination		40
ARTICLE 14 MISCELLANEOUS				40
	Section 14.1	Waivers		40
	Section 14.2	Modifications		40
	Section 14.3	Further Assurances		40
	Section 14.4	Governing Law; Consent to Jurisdiction		40
	Section 14.5	Notices		40
	Section 14.6	Assignability		42
	Section 14.7	Captions and Sections; Schedule and Exhibit References		42
	Section 14.8	Severability		43
	Section 14.9	Counterparts		43
	Section 14.10	No Third-Party Beneficiaries		43
	Section 14.11	Remedies for Section 9.2		43
	Section 14.12	Integration		43
	Section 14.13	Fees and Expenses		43
	Section 14.14	Tax Matters		44
	Section 14.15	Limitation on Damages		44
	Section 14.16	WTC Guarantee		44

iv 

LIST OF EXHIBITS

A	Form of Employment Agreement
B	Form of Section 1445(b)(2) Affidavit
C-1	Form of First Notice to Trust Clients
C-2	Form of First Notice to Clients other than Funds and Trust Clients
C-3	Form of First Notice to Manager of each Fund
C-4	Form of First Notice to Fund Investors
D-1	Form of Second Notice to Trust Clients
D-2	Form of Second Notice to Clients other than Funds and Trust Clients
D-3	Form of Second Notice to Manager of each Fund
D-4	Form of Second Notice to Fund Investors
E-1	Changes to Fund Agreement of Bingham Legg Advisers Realty I, LLC
E-2	Changes to Fund Agreement of Bingham Legg Advisers Realty II, LLC
E-3	Changes to Fund Agreement of Bingham Legg Advisers Realty Venture I (AI) LLC
E-4	Changes to Fund Agreement of Bingham Legg Advisers Venture I (QP) LLC
F	Form of Berkshire Receipt and Release

LIST OF SCHEDULES

Schedule 3(a)(1)	BLA Revenue Run Rate at December 31, 2006
Schedule 4.3	Governmental Filings of BLA
Schedule 4.4(a)	Limited Liability Company Interests and Other Securities and Capital Account Balances
Schedule 4.5	Subsidiaries and Other Relationships
Schedule 4.7	Real and Personal Property
Schedule 4.8(a)	Client Agreements of BLA
Schedule 4.8(b)	Referral Arrangements
Schedule 4.10	Contracts
Schedule 4.11	Employment Arrangements
Schedule 4.12(a)	Financial Statements of BLA
Schedule 4.12(c)	Other Liabilities
Schedule 4.14	Ordinary Course of Business
Schedule 4.15	Regulatory Compliance
Schedule 4.18	Insurance Policies
Schedule 4.20	Certain Transactions
Schedule 4.21(a)	Amendments to BLA Qualified Plans
Schedule 4.21(d)	BLA Employee Plans
Schedule 4.21(h)	BLA Employee Benefit Plans — Aggregation
Schedule 6.3	WT — Governmental Filings
Schedule 6.4	WT — Litigation and Compliance with Laws; Non-Contravention
Schedule 7.2	Conduct of BLA Business
Schedule 10.11	UCC-1 Financing Statements

v 

     THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT (the “Agreement”) is made as of May 4, 2007, among BINGHAM MCCUTCHEN LLP, a Massachusetts limited liability partnership (“Bingham”), LEGG MASON, INC., a Maryland corporation (“Legg”) (such entities sometimes individually referred to herein as a “Seller” and collectively referred to herein as the “Sellers”), BINGHAM LEGG ADVISERS LLC, a Delaware limited liability company (“BLA”), WILMINGTON TRUST FSB, a federally-chartered savings bank (“WT”) and WILMINGTON TRUST CORPORATION, a Delaware corporation (“WTC”).

BACKGROUND

     A. BLA provides investment management, bookkeeping, tax planning, insurance consultation, bill paying, and other services to its clients.

     B. Bingham owns fifty percent (50%) and Legg owns fifty percent (50%) of all of the outstanding limited liability company interests of BLA (the “LLC Interests”).

     C. WT desires to purchase from Sellers, and the Sellers desire to sell to WT, all of the LLC Interests on the terms and conditions set forth herein.

     D. Sellers, BLA, WT and WTC intend that this Agreement memorialize their respective representations, warranties, covenants, and other agreements to induce each of them to execute and deliver this Agreement and the other Transaction Documents, as that term is defined herein.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1

DEFINITIONS

     Section 1.1 Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth below:

     (a) “Adjusted Purchase Price” means (i) for purposes of Section 3(b), [*] minus the Tangible Book Value Shortfall and (ii) for purposes of Section 3(c), [*] minus the Tangible Book Value Shortfall.

     (b) “Adverse Claims” has the meaning set forth in Section 8-102(a)(1) of the Uniform Commercial Code of the State of New York.

     (c) “Advisers Act” means the Investment Advisers Act of 1940, as amended from time to time and the rules and regulations of the SEC thereunder.

     (d) “Affiliate” of a Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the first Person. As used in this definition, the term “control” (including the terms “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to (1) vote 25% or

* Confidential Treatment Requested by Wilmington Trust Corporation

more of the outstanding voting securities of a Person or (2) otherwise direct the management policies of a Person by contract or otherwise.

     (e) “Aggregate Balance” has the meaning assigned to that term in Section 8.4.

     (f) “Applicable Law” means all provisions applying to a Person or its property of: (1) constitutions, treaties, statutes, laws (including the common law), rules, regulations, ordinances or orders of a Governmental Authority (including the SEC) having jurisdiction over the Person, (2) Governmental Approvals, and (3) orders, decisions, injunctions, judgments, awards, and decrees of or agreements with a Governmental Authority having jurisdiction over the Person.

     (g) “AUM” means, at any time, assets of any Client that at such time are under management or supervision by BLA (or, at all times after the Closing, under management or supervision of, or originated by, the Boston Revenue Center) as adviser, and with respect to which BLA (or at all times after the Closing, the Boston Revenue Center) is entitled to receive fees.

     (h) “Bankruptcy Code” means the U.S. Bankruptcy Code, as amended from time to time, and any successor to that code.

     (i) “Base Run Rate” means the Revenue Run Rate at December 31, 2006, after eliminating all fees attributable to Clients of BLA’s Los Angeles office.

     (j) “Berkshire” has the meaning assigned to that term in Section 4.22.

     (k) “Bingham Flex Plan” has the meaning assigned to that term in Section 8.4.

     (l) “BLA Employee Plan” has the meaning assigned to that term in Section 4.21(d).

     (m) “BLA Employees” has the meaning assigned to that term in Section 8.4.

     (n) “BLA Entities” means BLA and any Subsidiary of BLA, and the term “BLA Entity” means any one of the foregoing BLA Entities.

     (o) “BLA Qualified Plans” has the meaning assigned to that term in Section 4.21(a).

     (p) “Boston Revenue Center” means a separate revenue center that shall be established by WT after the Closing and to which shall be credited all (1) revenues, after any payments made to any trustee, for investment management, investment supervision, bookkeeping, tax planning, insurance consultation, administrative, and bill paying services, “12-b-1 fees,” and fees for shareholder support services or client servicing of WT or Transferee Entity Services generated by Consenting Clients, and (2) revenues, after any payments made to any trustee, for investment management, investment supervision, bookkeeping, tax planning, insurance consultation, administrative, and bill paying services, “12b-1 fees,” and fees for shareholder support services or client servicing of WT or Transferee Entity Services after any payments made to any trustee from new clients originated by personnel of WT or of any Transferee Entity who are located in the metropolitan Boston area, including personnel employed by BLA immediately prior to the Closing.

     (q) “Business Day” means any day (other than Saturday or Sunday) on which banks in New York, New York are open for business.

     (r) “Client” means, at any time, any Person who is at that time a customer or client of a BLA Entity, either directly or indirectly as an owner of an entity (including, without limitation, as a partner, member, shareholder, or other equity holder of a Person) to which a BLA Entity provides services. For purposes of this definition, services provided by a BLA Entity include,

2

without limitation, investment management, bookkeeping, tax planning, insurance consultation, and bill paying services. For purposes of calculating the Purchase Price paid to Sellers after the Closing, “Client” shall include any client whose revenue is credited to the Boston Revenue Center, but shall exclude any entity that pays BLA (i) “12b-1” fees or (ii) fees for shareholder support services or client servicing.

     (s) “Closing” and “Closing Date” have the meanings assigned to those terms in Section 2.2.

     (t) “Closing Run Rate” means the Revenue Run Rate as of the Closing Date, attributable solely to Consenting Clients. These fees are calculated for each Consenting Client as follows: (1) for each Consenting Client who was a Client of BLA as of December 31, 2006, and whose investment advisory contract provides for the payment of a fee to BLA based upon a percentage of AUM, the calculation shall be made by taking that Consenting Client’s AUM as of December 31, 2006, increasing such AUM by net additions to the Consenting Client’s account between January 1, 2007 and the Closing Date, or reducing such AUM by the net withdrawals from the Consenting Client’s account between January 1, 2007 and the Closing Date, and applying to such adjusted AUM the fee schedule in effect as of the Closing Date; (2) for each Consenting Client who was not a Client of BLA as of December 31, 2006, and whose investment advisory contract provides for the payment of a fee to BLA based upon a percentage of AUM, the calculation shall be made by taking that Consenting Client’s AUM as of the Closing Date and applying to such AUM the fee schedule in effect as of the Closing Date; (3) for each Consenting Client that is a Fund, the calculation shall be made by taking the total invested capital and unfunded capital commitments of investors in the Fund as of the Closing Date and applying to such invested capital and unfunded capital commitments the fee schedules in effect for the Fund as of such date; and (iv) for each Consenting Client whose investment advisory contract provides for the payment of a flat fee or a fee based on the time spent by BLA in providing services to the Consenting Client, the calculation shall be made by taking the fees paid by such Consenting Client to BLA during the twelve months prior to the Closing Date (or, if such Consenting Client has been a Client of BLA for less than twelve months, then the fees paid by such Client during the period in which it has been a Client of BLA multiplied by a fraction, the numerator of which is 365 and the denominator of which is the number of days during which the Client has been a Client of BLA). The Closing Run Rate shall exclude all fees attributable to Clients (x) of BLA’s Los Angeles office or (y) who have advised BLA in writing of their intention to close their accounts with BLA.

     (u) “COBRA” has the meaning assigned to that term in Section 4.21(b).

     (v) “Code” means the Internal Revenue Code of 1986, as amended from time to time, the rules and regulations of the IRS promulgated thereunder, or any corresponding federal tax statute enacted hereafter. A reference to a specific section of the Code refers to that section as well as any corresponding provision of any federal tax statute enacted hereafter, as that section is in effect on the date of application of the provisions hereof containing that reference.

     (w) “Confidential Information” includes, without limitation: (1) trade secrets relating to the business practices of any of the Parties or their Affiliates and other information pertaining to the goodwill of any of the Parties, Clients, or WT Clients; (2) “non-public personal information,” as that phrase is defined in Section 509 of Title V of the Gramm-Leach-Bliley Act and federal Regulation P promulgated thereunder by the Federal Reserve Board, of natural person Clients or WT Clients, except that, for purposes of this Agreement, that term shall extend to all such clients, present and former. “Non-public personal information” means (A) personally identifiable client financial information, including, without limitation, information provided to,

3

or obtained by, any of BLA, WT, or WT’s Affiliates confidentially or on a non-public basis, and (B) any list, description, or other grouping of clients (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available; (3) proprietary financial products of any of BLA, WT, WT, or WT’s Affiliates, embodying the unique trade know-how and operational methods of any of BLA, WT, WT, or WT’s Affiliates, and, without limitation, all trade know-how, secrets, operational methods, pricing, investment policies, procedures, personnel, concepts, format, style, techniques, proprietary software, business strategies, business management strategies, and other financial information, and other business affairs of any of BLA, WTC, WT, or WT’s Affiliates that are unique to any of BLA, WTC, WT, or WT’s Affiliates and are made known to or learned by that party heretofore or hereafter; and (4) lists of Clients and WT Clients.

     (x) “Consent” has the meaning assigned to that term in Section 10.3(a).

     (y) “Consenting Client” means Clients from which BLA has received Consent to the Transactions contemplated by the Transaction Documents in accordance with Section 10.3 (including Clients that become Clients of BLA between the date of this Agreement and the Closing Date that have granted their Consent in accordance with Section 10.3 or that signed an investment advisory contract with BLA containing the required Consent), which Consent has not been withdrawn or modified as of the Closing Date.

     (z) “Consenting Client Revenue” means [*] of the Base Run Rate.

     (aa) “Deductible Amount” has the meaning assigned to that term in Section 12.3(a)(2).

     (bb) “Deferred Payments” means the payments, if any, WT is to make to Sellers under Sections 3(b) and 3(c).

     (cc) “Disclosing Party” has the meaning assigned to that term in Section 9.2(a).

     (dd) “Effective Time” has the meaning assigned to that term in Section 2.2.

     (ee) “Employee Plan” or “Plan” has the meaning assigned to that term in Section 4.21(d).

     (ff) “Employment Agreement” means the employment agreement between BLA and Simmons substantially in the form of Exhibit A.

     (gg) “Employment Arrangement” has the meaning assigned to that term in Section 4.11.

     (hh) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations of the United States Department of Labor and the IRS promulgated under it.

     (ii) “ERISA Plan” has the meaning assigned to that term in Section 4.19(e)(1).

     (jj) “Environmental Laws” has the meaning assigned to that term in Section 4.16(a).

     (kk) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

     (ll) “Existing LLC Agreement” means the First Amended and Restated Operating Agreement of BLA, as the same may have been amended from time to time.

     (mm) “Expiration Date” has the meaning assigned to that term in Section 12.7.

     (nn) “Financial Statements” has the meaning assigned to that term in Section 4.12(a).

     (oo) “Funds” has the meaning assigned to that term in Section 4.20.

* Confidential Treatment Requested by Wilmington Trust Corporation

4

     (pp) “GAAP” means United States generally accepted accounting principles applied consistently with prior periods.

     (qq) “Governmental Approval” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, declaration or filing with, or report or notice to a Governmental Authority (including the expiration of any waiting or other time period required to pass before governmental consent or acquiescence may be assumed or relied on).

     (rr) “Governmental Authority” means any United States or foreign government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, including, without limitation, the SEC or any other government authority, agency, department, board, commission, or instrumentality of the United States or any foreign government or any state or other political subdivision thereof or any state insurance, accounting, securities, or banking authority (including the Massachusetts State Board of Accountancy), the Board of Governors of the Federal Reserve System, a Federal Reserve Bank, the Federal Deposit Insurance Corporation, the NASD (as that term is hereinafter defined), the NYSE (as that term is hereinafter defined), any other similar self-regulatory organization, and any court or tribunal of competent jurisdiction.

     (ss) “Guarantee” means, with respect to each Seller, such Seller’s Guarantee in favor of 45 Milk Street L.P., dated as of October 31, 2000, as a guarantor of that certain Agreement of Lease between 45 Milk Street, L.P., as Landlord, and Bingham Legg Advisers LLC, as Tenant, dated October 31, 2000, as the same may have been amended from time to time.

     (tt) “Immediate Family” means, with respect to any natural person, that person’s spouse, parents, grandparents, children, grandchildren, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law.

     (uu) “Indebtedness” means indebtedness for borrowed money, amounts owing for asset acquisitions (except current trade payables incurred in the ordinary course of business consistent with past practice), guarantees of third parties’ obligations, obligations evidenced by a note, bond, debenture, letter of credit, draft or similar instrument, and similar obligations.

     (vv) “Indemnified Party” means a Person entitled to be indemnified under Article 12 hereof.

     (ww) “Indemnifying Party” means a Person obligated to indemnify another Person under Article 12 hereof.

     (xx) “Investment Advisory Contract” means an agreement or arrangement for performing services (including current fee schedules) that involve acting as an “investment adviser” within the meaning of the Advisers Act.

     (yy) “IRS” means the United States Internal Revenue Service.

     (zz) “Knowledge” means that which a Person actually knows or should reasonably be expected to know. “Knowledge of BLA” shall mean Knowledge of the senior officers of BLA.

     (aaa) “Leased Real Property” has the meaning assigned to that term in Section 4.16.

     (bbb) “Licenses” means licenses, franchises, permits, and regulatory approvals.

     (ccc) “Lien” means a charge, mortgage, pledge, security interest, restriction (other than a restriction on transfer arising under federal or state securities laws (or rules and regulations thereunder) or laws relating to the regulation of brokers, dealers, investment advisers, investment companies, banks, insurance companies, and other regulated businesses), lien or encumbrance of

5

any nature.

     (ddd) “Line of Credit” means the [*] (since increased to [*]) Revolving Demand Line of Credit dated December 2, 2003, between Boston Private Bank & Trust Company and BLA, as amended to date.

     (eee) “LLC Interests” has the meaning assigned to that term in the recitals.

     (fff) “Losses” has the meaning assigned to that term in Section 12.1.

     (ggg) “Material Adverse Effect” with respect to a Person or Persons means any change, effect, circumstance, development, event, occurrence or state of facts that, individually or in the aggregate, (1) has a material adverse effect on the business, assets, or condition (financial or otherwise) of that Person or Persons determined on a consolidated basis with respect to all Subsidiaries of that Person, or (2) could materially impair the ability of that Person to perform its obligations hereunder or under the other Transaction Documents. However, a “Material Adverse Effect” does not include an effect caused by (x) a change in accounting principles applicable to the Person to the extent required by Applicable Law or GAAP, or (y) (i) economic conditions affecting the economy as a whole of the United States and/or (ii) general financial market conditions (including changes in interest rates or changes in prices of publicly-traded securities generally); provided, however, that the exclusions in the preceding clause (y) shall not apply to the extent that such general conditions disproportionately affect the Person or Persons in question as compared to their effect on investment advisory firms generally.

     (hhh) “Maximum Amount” has the meaning assigned to that term in Section 12.3(b).

     (iii) “Metropolitan Statistical Area” of a city means that city’s metropolitan statistical area as defined by the United States Office of Management and Budget.

     (jjj) “Minimum Claim Amount” has the meaning assigned to that term in Section 12.3(a)(i).

     (kkk) “NASD” means the NASD, Inc. and any successor thereto.

     (lll) “NYSE” means The New York Stock Exchange, Inc. and any successor thereto.

     (mmm) “Party” means Bingham, Legg, BLA, WT or WTC and “Parties” means all Persons that qualify as a Party.

     (nnn) “Permitted Liens” means: (1) Liens for Taxes or assessments or other governmental charges not yet due and payable; (2) pledges or deposits of money securing statutory obligations under workmen’s compensation, unemployment insurance, social security or public liability laws or similar legislation; (3) pledges or deposits of money securing bids, tenders, contracts or leases to which BLA is a party as lessee made in the ordinary course of business; (4) inchoate and unperfected landlords’, workers’, mechanics’ or similar Liens arising in the ordinary course of business, so long as such Liens attach only to equipment, fixtures or real property of BLA; (5) carriers’, warehousemen’s, suppliers’ or other similar possessory Liens arising in the ordinary course of business; (6) Liens presently existing or hereafter created pursuant to any agreements or commitments evidencing, or entered into by BLA in connection with, Indebtedness of BLA to be paid and discharged at Closing; (7) statutory Liens arising in the ordinary course of business; and (8) the ownership interests of the lessor or licensor of leased assets or licensed intellectual property, the terms of the lease agreement or license and Liens on the ownership interests of the lessor or licensor in such leased assets or licensed intellectual property.

     (ooo) “Person” means any individual, partnership, corporation, limited liability

* Confidential Treatment Requested by Wilmington Trust Corporation

6

company, limited liability partnership, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency, or political subdivision thereof.

     (ppp) “Pro Rata Share” means, with respect to each Seller, fifty percent (50%).

     (qqq) “PTE” has the meaning assigned to that term in Section 4.19(e)(2).

     (rrr) “Purchase Price” has the meaning assigned to that term in Article 3.

     (sss) [Intentionally Omitted]

     (ttt) “QPAM” has the meaning assigned to that term in Section 4.19(e)(2).

     (uuu) “Receiving Party” has the meaning assigned to that term in Section 9.2(a).

     (vvv) “Restricted Period” has the meaning assigned to that term in Section 7.5(a).

     (www) “Revenue Run Rate” means, as of the applicable date, the amount of fees of BLA (and, after the Closing, those of the Boston Revenue Center) on an annualized basis, after any payments made to any trustees. These fees shall be calculated in a manner consistent with the past practice of BLA as reflected on Schedule 4.8(a) hereto as follows: (1) for each Client whose investment advisory contract provides for the payment of a fee to BLA (or, after the Closing, the Boston Revenue Center) based upon a percentage of AUM, using that Client’s AUM as of the applicable date and the fee schedules in effect as of such date; (2) for each Client that is a Fund, using the total invested capital and unfunded capital commitments of investors in the Fund as of such date and the fee schedules in effect for the Fund as of such date; and (3) for each Client whose investment advisory contract provides for the payment of a flat fee or a fee based on the time spent by BLA (or, after the Closing, personnel of the Boston Revenue Center) in providing services to the Client, the fees paid by such Client to BLA (or, after the Closing, the Boston Revenue Center) during the twelve months prior to the Closing Date (or if such Client has been a Client of BLA or, after the Closing, the Boston Revenue Center, for less than twelve months, the fees paid by such Client during the period in which it has been a Client of BLA or, after the Closing, the Boston Revenue Center, multiplied by a fraction, the numerator of which is 365 and the denominator of which is the number of days during which the Client has been a Client of BLA or, after the Closing, the Boston Revenue Center). Notwithstanding the foregoing or anything to the contrary herein, if, following the Closing, all or a portion of any administrative fee for any Fund is received by a Person other than WT, that fee or portion thereof nevertheless shall be deemed to be included in calculating the Revenue Run Rate and attributable to the Boston Revenue Center.

     (xxx) “Schedule Update” has the meaning assigned to that term in Section 9.6.

     (yyy) “SEC” means the United States Securities and Exchange Commission or any successor.

     (zzz) “Securities Act” means the Securities Act of 1933, as amended from time to time and the rules and regulations of the SEC promulgated thereunder.

     (aaaa) “Seller Indemnitees” has the meaning assigned to that term in Section 12.2.

     (bbbb) “Similar Law” has the meaning assigned to that term in Section 4.19(e)(1).

     (cccc) “Simmons” means Peter Simmons, an individual residing at 2 Mystic Drive, South Dartmouth, Massachusetts 02748.

     (dddd) “Simmons Letter Agreement” means the letter agreement dated October 26, 2006, among BLA, the Sellers, and Simmons.

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     (eeee) “Subsidiary” or “Subsidiaries” means any corporation, partnership, or other organization, whether incorporated or unincorporated, of which more than twenty-five percent (25%) of either the equity interests in, or the voting control of, that corporation, partnership, or other organization is beneficially owned by a Person, directly or indirectly, through Subsidiaries or otherwise, or of which a Person serves as the general partner or managing member.

     (ffff) “Tangible Book Value” means an amount equal to (1) the aggregate amount of all assets of BLA and its Subsidiaries (other than intangible assets, which includes, without limitation, goodwill, franchises, licenses, permits, trademarks and other similar assets) less (2) the aggregate amount of all liabilities of BLA, computed in accordance with GAAP, such liabilities to include, without limitation, any amounts payable to Berkshire by WT or BLA; provided, however, that accounts receivable more than 90 days past due shall be excluded from the computation in clause (1) under this Section 1(ffff).

     (gggg) “Tangible Book Value Shortfall” means the amount by which the Tangible Book Value at the Closing is less than [*]

     (hhhh) “Taxes” has the meaning assigned to that term in Section 4.19(a).

     (iiii) “Transactions” means the transactions contemplated by this Agreement and by any Transaction Documents delivered in connection with this Agreement.

     (jjjj) “Transaction Documents” means this Agreement, the Employment Agreement, and all other agreements, documents, instruments, and certificates executed in connection herewith or therewith and any and all exhibits and schedules appertaining thereto.

     (kkkk) “Transferee Entity” means any Affiliate of WT to which the business, assets, staff, or client accounts of the Boston Revenue Center are transferred.

     (llll) “Transferee Entity Services” means investment management, investment supervision, bookkeeping, tax planning, insurance consultation, administrative, and bill paying services, “12b-1 fees,” and fees for shareholder support services or client servicing of any Transferee Entity, but excludes services for business originated by staff of WT or any Transferee Entity who are acquired in an acquisition or employee lift-out after Closing.

     (mmmm) “Transferred Flexible Spending Accounts” has the meaning assigned to that term in Section 8.4.

     (nnnn) “2007 Run Rate Percentage” has the meaning assigned to that term in Section 3(b).

     (oooo) “2008 Run Rate Percentage” has the meaning assigned to that term in Section 3(c).

     (pppp) “WTC” means Wilmington Trust Corporation, a Delaware corporation or any successor.

     (qqqq) “WT Clients” means all clients of WT or any of its Affiliates, including, without limitation, all banking, lending, fiduciary, personal trust and agency, investment management, brokerage, corporate trust and agency, custody, escrow, special purpose vehicle, holding company, entity management, captive insurance, bookkeeping, collateral administration, and treasury operations services clients. For this purpose, BLA is not considered to be an Affiliate of WT.

     (rrrr) “WT Flex Plan” has the meaning assigned to that term in Section 8.4.

     (ssss) “WT Indemnitees” has the meaning assigned to that term in Section 12.1.

* Confidential Treatment Requested by Wilmington Trust Corporation

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     Section 1.2 Interpretation. For the purposes hereof (a) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires, (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits hereto) and not to any particular provision of this Agreement, (c) the word “including” and words of similar import when used in this Agreement and the Schedules and Exhibits hereto shall mean “including without limitation” unless otherwise specified, (d) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified, (e) any reference in this Agreement to “writing” or comparable expressions includes a reference to facsimile transmissions or comparable means of communication, (f) references to this “Agreement” shall be construed as a reference to this Agreement and references to any other agreement or document shall be construed as a reference to such other agreement or document, in each case as the same may have been, or may from time to time be, amended, varied, novated or supplemented, (g) references to any statute or statutory provision include a reference to that statute or statutory provision as amended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include subordinate legislation made under the relevant statute or statutory provision, and (h) references to any U.S. legal term for any law, action, remedy, proceeding, document, court, official, status, concept, state of affairs or thing include, in respect of any jurisdiction other than the United States, a reference to the nearest equivalent in such jurisdiction to that U.S. term.

ARTICLE 2

SALE AND PURCHASE OF LLC INTERESTS

     Section 2.1 Sale and Purchase. Subject to the terms, provisions, and conditions and on the basis of the representations, warranties, and covenants herein, Sellers shall sell and deliver to WT, and WT shall purchase from Sellers, all of the LLC Interests at the Closing free and clear of any Adverse Claims (other than Adverse Claims created by WT or any of its Affiliates) at the Purchase Price as set forth in Article 3.

     Section 2.2 Closing. The closing of the Transactions (the “Closing”) shall take place at the offices of Kirkpatrick & Lockhart Preston Gates Ellis LLP, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111 at 11:00 a.m., local time, and be effective at the close of business on the closing date (the “Effective Time”), which shall be five Business Days after the fulfillment or waiver of each condition set forth in Articles 10 and 11 hereof (other than the conditions that are fulfilled or waived as a part of the Closing), or such other date as the Parties may mutually agree, that date being referred to herein as the “Closing Date.” The Parties shall use their reasonable best efforts to cause the conditions to Closing set forth in Articles 10 and 11 hereof to be satisfied as soon as practicable, and shall cause to be executed at Closing the Transaction Documents by the respective Parties to each of those documents.

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ARTICLE 3

PAYMENT

     Subject to the terms and conditions hereof and as a part of these Transactions, WT shall pay or cause to be paid to Sellers, in cash, by wire transfer of immediately available funds to the bank accounts designated in writing by Sellers, the following amounts (the “Purchase Price”):

          (a) At Closing, [*], subject to adjustment as provided in Section 3(a)(1) and 3(a)(2) below:

(1) If the Closing Run Rate is less than [*], but more than [*], of the Base Run Rate, then the Purchase Price payable at Closing shall be reduced in accordance with the following formula:

Reduction =            [*]          
                       Base Run Rate

(2) The Tangible Book Value Shortfall shall reduce the Purchase Price payable at Closing dollar for dollar.

The Revenue Run Rate at December 31, 2006 is attached hereto as Schedule 3(a)(1).

          (b) If the Revenue Run Rate at December 31, 2007 equals at least [*] of Consenting Client Revenue, then, by March 31, 2008, the Adjusted Purchase Price minus the amount previously paid to Sellers under Section 3(a). If the Revenue Run Rate at December 31, 2007, is less than [*] of Consenting Client Revenue, then WT shall not owe Sellers any Deferred Payment under this Section 3(b). If the Revenue Run Rate at December 31, 2007 is equal to or more than [*] but less than [*] (for purposes of the formula below, the “2007 Run Rate Percentage”) of Consenting Client Revenue, linear interpolation shall be used to determine the Deferred Payment payable under this Section 3(b), as follows:

[*]	x  [*]
[*]

          (c) If the Revenue Run Rate at December 31, 2008 equals at least [*] of Consenting Client Revenue, then, by March 31, 2009, the Adjusted Purchase Price minus the amounts previously paid to Sellers under Sections 3(a) and (b). If the Revenue Run Rate at December 31, 2008, is less than [*] of Consenting Client Revenue, then WT shall not owe Sellers any Deferred Payment under this Section 3(c). If the Revenue Run Rate at December 31, 2008, is equal to or more than [*] but less than [*] (for purposes of the formula below, the “2008 Run Rate Percentage”) of Consenting Client Revenue, linear interpolation shall be used to determine the appropriate Deferred Payment payable under this Section 3(c), as follows:

[*]	x  [*]
[*]

          (d) All payments to Sellers under this Article 3 shall be made to each of them in accordance with their respective Pro Rata Shares.

* Confidential Treatment Requested by Wilmington Trust Corporation

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BLA TO WT

     BLA makes each of the following representations, warranties, and agreements to WT:

     Section 4.1 Organization. BLA is duly organized, validly existing, and in good standing under Delaware law, and is duly qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires that qualification.

     Section 4.2 Authority. BLA has all requisite power and authority to (a) own its assets and conduct its business as presently carried on and as contemplated to be carried on after Closing and (b) execute, deliver, and perform this Agreement and each other Transaction Document to which it is to be a party. This Agreement and each other Transaction Document to be executed, delivered, and performed by BLA in connection with the Transactions have been duly and validly approved by all necessary action of BLA. This Agreement and each other Transaction Document to which BLA is a party represents or, when executed, will represent, the valid and legally binding obligation of BLA, enforceable against it in accordance with its terms, except as may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, or similar laws now or hereafter relating to creditors’ rights generally or (2) general principles of equity, whether asserted in a proceeding in equity or at law.

     Section 4.3 Governmental Filings; Non-Contravention. Except as set forth on Schedule 4.3, no notices, reports, applications, or other filings are required to be made by BLA with, nor are any Governmental Approvals required to be obtained by BLA from, any Governmental Authority in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation by BLA of the Transactions. Except as set forth on Schedule 4.3, the execution, delivery, and performance of this Agreement and each other Transaction Document to be executed, delivered, and performed by BLA in connection with the Transactions do not and will not: (a) violate the organizational documents of BLA; (b) violate, conflict with, or result in a default under any contract or obligation to which BLA is a party or by which any of BLA’s assets are bound; (c) violate or result in a violation of, or constitute a default under any law, regulation, or rule, or any order of or restriction imposed by any court or other Governmental Authority on, BLA or any of BLA’s properties; (d) require BLA to obtain any approval, consent, or waiver of, or make any filing with, any Person that has not been obtained or made, except as contemplated by Section 10.3, which approvals, consents, waivers, or filings, as applicable, shall have been received prior to Closing or at any earlier time required hereunder or under Applicable Laws; or (e) result in the creation or imposition of any Lien on any of the assets of BLA.

     Section 4.4 Capitalization.

          (a) The LLC Interests constitute all of the issued and outstanding equity interests of BLA. Schedule 4.4(a) lists by name and address each holder of LLC Interests and its capital account balance as of March 31, 2007. Except as set forth in Schedule 4.4(a), there are no (1) outstanding limited liability company interests or other securities of BLA, (2) outstanding options, warrants, puts, calls, commitments, agreements, contracts, or preemptive or other rights to purchase, issue, or otherwise acquire any LLC Interests or other securities of BLA, or (3) obligations or securities convertible into or exchangeable for LLC Interests or other securities of BLA. None of the LLC Interests is subject to any Adverse Claims.

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          (b) There are no existing rights, agreements, or commitments obligating or that might obligate BLA to issue, transfer, sell, or redeem any securities.

     Section 4.5 Subsidiaries and Other Relationships. Except as set forth on Schedule 4.5, BLA: (a) does not own, directly or indirectly, any capital stock of or other equity or proprietary interest in any Subsidiary or any other corporation, any such interest in any association, trust, partnership, limited liability company, joint venture, or similar entity or in any other entity or enterprise; (b) is not an Affiliate of any other entity (other than as manager of the Funds); and (c) is not a party to any joint venture, profit-sharing, or similar agreement regarding the profitability or financial results of BLA or the division of revenues or profits of BLA. No security of BLA is subject to any Lien. BLA does not have any off-balance sheet financial obligation, guaranty, or promissory note to any Person. BLA has delivered to WT true and complete copies of the organizational documents of BLA, as amended to date.

     Section 4.6 Business. Since its inception, BLA has been engaged solely in the business of providing investment management, bookkeeping, budgeting, tax preparation, tax planning, bill paying, and other services to its clients. BLA is in material compliance with all federal and state laws. BLA has all Licenses necessary to own its properties and conduct its business as it is presently conducted. BLA does not serve as trustee for any Person.

     Section 4.7 Assets. BLA has good and marketable title to all of its assets. No asset of BLA is subject to any Lien in favor of any Person, other than Permitted Liens and Liens contemplated by the Line of Credit that will be terminated at Closing. BLA does not own any real property. No personal property owned by BLA is or, to the Knowledge of BLA will be, subject to any Lien except for Permitted Liens. Schedule 4.7 hereto lists:

          (a) All leases for real property by BLA, together with the location of that property, monthly lease payments, and lease termination dates, true and complete copies of which have been provided to WT;

          (b) All personal property leases under which BLA is obligated to make annual lease payments to any Person in excess of $10,000, true and complete copies of which have been provided to WT; and

          (c) All personal property owned by BLA, together with the book value thereof that is reflected on BLA’s books.

          All leases for real or personal property are valid and effective in accordance with their terms, and there is no existing breach or event under any lease that, with the giving of notice, the lapse of time, or both would become a breach, on the part of BLA or, to the Knowledge of BLA, on the part of any other party thereto; provided, however, that the lease for BLA’s Los Angeles office will be terminated prior to Closing.

     Section 4.8 Clients and Services.

          (a) Schedule 4.8(a) lists, as of December 31, 2006, the names of all Clients of BLA (other than Clients of BLA’s Los Angeles office), indicating the date when each first became a client and which have executed agreements with BLA and the AUM and fee schedule with respect to that Client. True and complete copies of each agreement listed in Schedule 4.8(a) have been made available to WT.

          (b) Except as set forth in Schedule 4.8(b), neither BLA nor any employee of

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BLA has paid, nor will BLA or any employee of BLA pay, any Person, directly or indirectly, for soliciting business of any kind for BLA. All such solicitation arrangements comply with Rule 206(4)-3 under the Advisers Act.

     Section 4.9 Receivables. All accounts receivable set forth on the books and records of BLA are (a) accurately reflected in BLA’s books and records, (b) valid receivables owned by BLA, free and clear of any Lien, (c) not more than 90 days past due, and (d) to the Knowledge of BLA, not subject to setoffs or counterclaims.

     Section 4.10 Contracts. All contracts to which BLA is a party or by which it is bound are enforceable against it and, to the Knowledge of BLA, the other parties thereto in accordance with their respective terms. There is not under any such contract an existing breach or event that, with the giving of notice, the lapse of time, or both, would become a breach or event, on the part of BLA or, to the Knowledge of BLA, on the part of any other party thereto. Schedule 4.10 lists all contracts to which BLA is a party or by which it is bound, together with a list of any contract to which BLA is a party or by which it is bound under which the consent or approval of the other party(ies) to that contract is required for the consummation of the Transactions. True and complete copies of all contracts listed in Schedule 4.10 have been made available to WT.

     Section 4.11 Employment Arrangements. Except as set forth in Schedule 4.11 hereto, BLA does not have any obligation, contingent or otherwise, under (a) any written or oral employment, collective bargaining, or other labor agreement, (b) any written or oral agreement containing severance or termination pay arrangements, (c) any written or oral deferred compensation agreement, retainer, or consulting arrangement (except any BLA Employee Plan listed on Schedule 4.21(d) hereto), (d) any pension or retirement plan, bonus, or profit-sharing plan, or stock option or stock purchase plan (except any BLA Employee Plan listed on Schedule 4.21(d) hereto), or (e) any other written or oral employee contract or non-terminable employment arrangement (each, an “Employment Arrangement”). BLA is not in material default with respect to any term or condition of any Employment Arrangement.

     Section 4.12 Financial Statements.

          (a) BLA has delivered to WT audited consolidated balance sheets, income statements, and statements of cash flows of BLA as of December 31, 2006 (collectively, the “Financial Statements”), as set forth in Schedule 4.12(a) hereto.

          (b) The Financial Statements, subject to the qualifications and exceptions noted thereon or in the notes thereto: (1) have been prepared on an accrual basis in accordance with GAAP and (2) fairly present the financial condition, assets, and liabilities and results of operations of BLA, as of the dates thereof or for the periods then ended.

          (c) Except as set forth in Schedule 4.12(c), BLA does not have any debt, obligation, or liability, absolute, fixed, contingent, or otherwise, of any nature whatsoever, whether due or to become due, including any unasserted claim, whether incurred directly or by any predecessor thereto, and whether arising out of any act, omission, transaction, circumstance, sale of goods or services, state of facts, or other condition, except: (1) those reflected or reserved against on the Financial Statements in the amounts shown therein; and (2) those incurred in the ordinary course of business since the date of the Financial Statements. No amount is outstanding on the date hereof under the Line of Credit.

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     Section 4.13 Material Adverse Change. Since December 31, 2006, no event or condition, individually or in the aggregate, has had a Material Adverse Effect on BLA and, to the Knowledge of BLA, there is no impending event or condition that would have a Material Adverse Effect on BLA.

     Section 4.14 Ordinary Course of Business. Except as set forth on Schedule 4.14, since the date of the Financial Statements, BLA has operated its business in the normal, usual, and customary manner in the ordinary and regular course of business, consistent with prior practice.

     Section 4.15 Litigation and Compliance with Laws.

          (a) There are no orders, writs, injunctions, decrees, or unsatisfied judgments, and no actions, suits, claims, or proceedings or investigations pending or, to the Knowledge of either Seller or BLA, threatened against BLA or any of its past or current business activities.

          (b) (1) BLA is currently and, during the past five years has been, operating in material compliance with all laws, rules, regulations, and orders material to its business, and:

                    (A) None of BLA nor, to the Knowledge of BLA, any Person “associated” (as that term is defined under the Advisers Act) with BLA has, within five years prior to the date hereof, been convicted of any crime or is or has been subject to any disqualification in each case that would be the basis for denial, suspension, or revocation of registration of an investment adviser under Section 203(e) or 206(4) of the Advisers Act or Rule 206(4)-4(b) thereunder or for disqualification as an investment adviser for any investment company pursuant to Section 9 of the Investment Company Act of 1940, as amended;

                    (B) None of BLA nor, to the Knowledge of BLA, any Affiliate of BLA (1) is subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act or is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of registration as a broker-dealer, municipal securities dealer, government securities broker, or government securities dealer under Section 15, Section 15B, or Section 15C of the Exchange Act, or (2) is subject to a disqualification that would be the basis for censure, denial, suspension, or revocation of a certificate as an investment adviser under Section 203(e) of the Advisers Act, and, to the Knowledge of BLA, there is no reasonable basis for, or proceeding or investigation, whether formal or informal or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, denial, limitations, suspension, or revocation; and

                    (C) Other than the stock of BLA Holdings Corp., all of which is owned by BLA, and the limited liability company interests of BDG & Co., all of which are owned by BLA and BLA Holdings Corp., all securities of which any of BLA, BLA Holdings Corp., or BDG & Co. is the record owner are held by that entity solely as a nominee for Clients.

               (2) Without limiting the generality of the foregoing, information filed with the SEC with respect to the licensing of BLA and its associated persons as investment advisers or investment adviser representatives, as the case may be, has complied in all material respects with applicable rules and regulations and has not contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not

14

misleading. Except for its registration with the SEC as an investment adviser under the Advisers Act, BLA is not required to register or be licensed with any Governmental Authority.

          (c) BLA is not in default with respect to any judgment, order, writ, injunction, decree, demand, or assessment issued by any court or any federal, state, municipal, or other Governmental Authority relating to any aspect of its business, affairs, properties, or assets.

          (d) BLA is not charged nor, to the Knowledge of BLA, threatened with or under investigation with respect to any violation of any federal, state, municipal, or other law or any administrative rule or regulation, domestic or foreign, applicable to the business, affairs, properties, or assets of that Person.

     Section 4.16 Environmental Matters.

          (a) BLA is currently and during the preceding five years has operated its business at the properties identified in Schedule 4.7 (“Leased Real Property”) in material compliance with all applicable federal, state, and local statutes, ordinances, regulations, and rules enacted or promulgated to protect air, water, land, and human health and welfare (including, without limitation, amendments thereto (collectively, “Environmental Laws”), and in accordance with the terms of all leases addressing Environmental Laws.

          (b) BLA is not subject to any liability, penalty, or expense (including legal fees) by virtue of:

          (1) Any violation of any Environmental Law;

          (2) Any activity conducted on or with respect to any property owned or leased by BLA;

          (3) Any environmental condition existing on or with respect to any property owned or leased by BLA, in each case whether or not BLA permitted or participated in that act or omission;

          (4) Any off-site transportation, storage, treatment, or disposal of any hazardous substance or waste; or

          (5) The presence of polychlorinated biphenyls, asbestos-containing material, urea formaldehyde insulation, or storage tanks at any Leased Real Property.

          (c) To the Knowledge of BLA, none of the Leased Real Property is listed or proposed for listing on the National Priorities List Pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, or any state or local list of sites requiring investigation or cleanup.

          (d) BLA has furnished WT copies of all environmental reports, studies, or audits in its possession conducted on its behalf relating to the Leased Real Property.

          (e) BLA has not received any communication from a Governmental Authority requesting information relating to any environmental condition on the Leased Real Property.

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     Section 4.17 Broker Dealer. BLA is not a “broker” or “dealer” that is registered or required to be registered with the SEC pursuant to the Exchange Act, with any self-regulatory organization (including, without limitation, the NASD) pursuant to its membership and registration rules, or with any state pursuant to any applicable state securities or insurance law.

     Section 4.18 Insurance Policies. BLA has in full force and effect insurance that management has reasonably determined is prudent with respect to its business, properties, and assets (including, without limitation, errors and omissions liability insurance) as listed in Schedule 4.18 attached hereto. BLA is not in default under any such policy, and shall use commercially reasonable efforts to continue those policies in full force and effect through the Closing.

     Section 4.19 Tax and ERISA Matters.

          (a) BLA has (1) paid or caused to be paid all federal, state, county, local, foreign, and other taxes (including, without limitation, income, excise, property, withholding, sales, use, and franchise taxes, unemployment insurance, social security, gross receipts taxes, occupation taxes, and other similar obligations) and all deficiencies or additions to tax, interest, fines, and penalties (collectively, “Taxes”) required to be paid by it (other than current taxes the liability for which is adequately provided for in the Financial Statements) and (2) in accordance with applicable law, filed all federal, state, county, local, and foreign tax returns required to be filed by it. All such returns correctly and accurately set forth the amount of any Taxes relating to the applicable period. No taxing authority is now asserting or, to the Knowledge of BLA, threatening to assert against it any deficiency or claim for additional taxes.

          (b) BLA qualifies (and has since the date of its formation qualified) to be treated as a partnership for federal income tax purposes, and none of BLA, either Seller, or any taxing authority has taken a position inconsistent with that treatment.

          (c) Neither Seller is a “foreign person” within the meaning of Code Section 1445, and at Closing each Seller shall furnish WT with an affidavit that satisfies the requirements of Code Section 1445(b)(2) in the form attached hereto as Exhibit B.

          (d) BLA’s payroll, property, receipts, or other factors used in a particular state’s apportionment or allocation formula has not resulted in an apportionment or allocation of business income to any state other than Massachusetts and California, and BLA does not have nonbusiness income that is allocated, apportioned, or otherwise sourced under applicable law to any state other than Massachusetts and California.

          (e) (1) Either (A) BLA does not provide any services (including, without limitation, services that would cause it to be a “fiduciary” within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to any “employee benefit plan” (as defined in Section 3(3) of ERISA) or retirement account that (i) is or elects to be subject to Title I of ERISA; (ii) is or elects to be subject to Section 4975 of the Code; (iii) is a person or entity the assets of which constitute the assets of any plan described in (i) or (ii) or both by application of Section 3(42) of ERISA and 29 C.F.R. § 2510.3-101; or (iv) is a plan that is subject to any federal, state, or local law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (a “Similar Law”) (each such plan described in (i)-(iv) of clause (A) is referred to as an “ERISA Plan” for purposes of this Section 4.19(e)) or (B) with respect to each ERISA Plan as to which BLA provides or has provided services, BLA has not (i) engaged or participated in or caused an

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ERISA Plan to engage or participate in any transaction that it knows or should know constitutes a transaction prohibited by Section 406 of ERISA, Section 4975 of the Code, or a Similar Law for which no exemption is available, (ii) been assessed the excise taxes described in Section 4975(a) or (b) of the Code or has reason to believe that such excise tax may be assessed, (iii) filed or been asked to assist in a filing under the “Voluntary Fiduciary Correction Program” described in 71 Fed. Reg. 20,261 (April 19, 2006) or any predecessor to that program, or (iv) knowingly violated, been found by a court of competent jurisdiction to have violated, or been accused by any state or federal agency of violating any fiduciary obligation to an ERISA Plan.

               (2) Each BLA Entity that provides services as a fiduciary to an ERISA Plan is a “Qualified Professional Asset Manager” (“QPAM”) as defined in U.S. Department of Labor Prohibited Transaction Exemption (“PTE”) 84-14, Part V(a), and is not prevented from serving as a QPAM by application of PTE 84-14, Part I(g).

     Section 4.20 Certain Transactions. Except for (a) the existing employment agreement between BLA and Simmons, (b) participation in the employee benefit plans set forth in Schedule 4.21(d), and (c) the other matters set forth in Schedule 4.20, no officer, director, or member of either Seller or BLA is presently a party to any transaction with BLA (including, without limitation, any contract, agreement, or other arrangement providing for the furnishing of services to or by or otherwise requiring payments to or from BLA or any corporation, partnership, trust, limited liability company, or other entity in which it has an interest or is an officer, director, stockholder, trustee, member, or partner). Without limiting the foregoing, BLA does not receive and is not entitled to any referral or other fee for recommending an investment adviser, insurer, accountant, broker-dealer, trustee, or other service provider to any of its clients. BLA does not serve as trustee of any trust or as a general partner of any partnership. The only Persons for whom BLA serves as general partner, manager, or managing member or in which it owns an equity interest are Bingham Legg Advisers Realty Fund I, LLC, Bingham Legg Advisers Realty Fund II, LLC, Bingham Legg Advisers Venture I (AL) LLC, and/or Bingham Legg Advisers Venture I (QP) LLC (collectively, the “Funds”). BLA does not own any equity interest in any Fund.

     Section 4.21 Employee Benefit Plans.

          (a) Each BLA Employee Plan (as that term is defined in Section 4.21(d) below) has at all times complied in all material respects with all applicable laws, including the Code and ERISA and, in the case of any BLA Employee Plan that is a multiple employer welfare arrangement, applicable state insurance and other laws. Except as set forth below, each BLA Employee Plan that is maintained as of the Closing Date and that is intended to be qualified under Section 401(a) of the Code (each, a “BLA Qualified Plan”) is, in its current form, subject to a determination letter issued by the Internal Revenue Service with respect to its tax-qualified status, and those qualification requirements of Section 401(a) of the Code that are, under Internal Revenue Service rules, covered by a basic determination letter. Schedule 4.21(a) sets forth a list of each amendment to each BLA Qualified Plan adopted on or after the date of such determination letter. With respect to any “disqualifying provision,” as defined in Treas. Reg. Section 1.401(b)-1(b), contained in any such amendment, the remedial amendment period applicable to such disqualifying provision under Section 401(b) of the Code has not expired. No event or omission has occurred that could reasonably be expected to cause any such BLA Qualified Plan not to be so qualified or for any trust thereunder not to be tax-exempt under Section 501(a) of the Code.

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          (b) BLA does not have, and within the past ten years has not had, an obligation to contribute to a Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA), or any other Plan subject to Title IV of ERISA. BLA has no obligation to provide health care or other non-pension benefits to any of its former employees, directors, or other service providers (other than “Continuation Coverage” under the Consolidated Omnibus Reconciliation Act of 1985 required to be provided by Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or similar state law), nor are any such benefits provided for in any BLA Employee Plan, nor has BLA terminated any arrangement requiring payment of any such benefits in the past six years.

          (c) With respect to each BLA Employee Plan, there has been no transaction prohibited by Section 406 of ERISA or Section 4975 of the Code or any breach of fiduciary responsibility under Title I of ERISA that could reasonably be expected to result in any material tax, penalty, or liability of BLA. There are no material actions, suits, or claims (other than routine claims for benefits) pending or, to the Knowledge of BLA, threatened with respect to any BLA Employee Plan.

          (d) The term “Employee Plan” or “Plan” means (1) any “employee benefit plan” as defined in Section 3(3) of ERISA, (2) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, restricted stock, equity compensation, change in control, pension, retainer, consulting, retirement, severance, welfare, or incentive plan, agreement, or arrangement, (3) any plan, agreement, or arrangement providing for fringe benefits or perquisites to employees, officers, directors, or agents, including but not limited to benefits relating to automobiles, clubs, vacation, child care, parenting, sabbatical, sick, or other paid or unpaid leave, medical, dental, hospitalization, life insurance, disability, accident, and other types of insurance, and (4) any Employment Arrangement. Schedule 4.21(d) hereto is a list of each Employee Plan that BLA now maintains, contributes to, provides benefits under, or has any liability with respect to any employee, officer, director, or service provider of BLA (each, a “BLA Employee Plan”). BLA has delivered to WT, to the extent applicable, true and complete copies of all plan documents and summary plan descriptions of the BLA Employee Plans, including amendments thereto, and complete copies of the most recent Form 5500 filed with respect to that BLA Employee Plan.

          (e) To the Knowledge of BLA, there is no matter pending with respect to any BLA Employee Plan before the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the U.S. Department of Labor, or any other Governmental Authority.

          (f) Except as would not have a Material Adverse Effect on BLA, BLA has made full and timely payment of all amounts that are required of it under the terms of each BLA Employee Plan and any related trust or collective bargaining agreement or that are otherwise required by law to be paid as a contribution to each such BLA Employee Plan with respect to all periods through the Closing. Other than the Bingham McCutchen LLP Money Purchase Pension Plan, no BLA Employee Plan is subject to Section 412 of the Code or Title IV of ERISA.

          (g) There has been no act or omission by BLA that has given rise to or may reasonably be expected to give rise to fines, penalties, taxes, or related charges under Section 4071 of ERISA or Chapter 43 of the Code in any material amount or the imposition of a lien pursuant to Sections 401(a)(29) or 412(n) of the Code or pursuant to ERISA.

          (h) Except as disclosed on Schedule 4.21(h), BLA is not required to be aggregated with any entity under Sections 414(b), (c), (m), or (o) of the Code.

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          (i) Each BLA Employee Plan that, on or after January 1, 2005, is or has been, by its terms, subject to the requirements of Section 409A of the Code, has been operated in good faith compliance with the requirements of Section 409A, if applicable, or in a manner that would cause such BLA Employee Plan to be exempt from the requirements of Section 409A.

     Section 4.22 Brokerage. None of either Seller or BLA has incurred any obligation for a brokerage commission or finders’ fee in connection with the Transactions other than to Berkshire Capital Securities LLC (“Berkshire”). Each Seller shall, jointly and severally, indemnify WT and its Affiliates for any liability to any broker other than Berkshire in connection with the Transactions.

     Section 4.23 Privacy. BLA complies in all material respects with all applicable U.S. federal and state privacy laws in effect prior to the date of this Agreement, including, without limitation, Title V of the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, and any and all applicable regulations implementing either act.

     Section 4.24 No Known Regulatory Delays. To the Knowledge of BLA, there is no reason to believe that BLA will be unable to obtain all Governmental Approvals from all Governmental Authorities and other Persons necessary to complete the Transactions promptly and without undue delay, expense, or restriction.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLERS TO WT

     Each of the Sellers, severally and not jointly, represents and warrants to WT, solely with respect to such Seller, as follows:

     Section 5.1 Organization; Authority.

          (a) In the case of Legg, such Seller (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (ii) has the corporate power and authority to execute and deliver this Agreement and each other Transaction Document to be executed and delivered by it under this Agreement, to perform its obligations under such documents, and to consummate the Transactions to which it is a party; and (iii) has (or, by the time of execution and delivery, will have), by requisite corporate action, approved the execution and delivery of this Agreement and each other Transaction Document to be executed and delivered by it under this Agreement, the performance of its obligations under such documents, and the consummation of the Transactions to which it is a party in accordance with Applicable Law and its organizational documents.

          (b) In the case of Bingham, such Seller (i) is a limited liability partnership duly formed, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; (ii) has the limited liability partnership power and authority to execute and deliver this Agreement and each other Transaction Document to be executed and delivered by it under this Agreement, to perform its obligations under such documents, and to consummate the Transactions to which it is a party; and (iii) has (or, by the time of execution and delivery, will have), by requisite limited liability partnership action, approved the execution and delivery of this Agreement and each other Transaction Document to be executed and delivered by it under this Agreement, the performance of its obligations under such documents, and the consummation

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of the Transactions to which it is a party in accordance with Applicable Law and its organizational documents.

          (c) Such Seller has (or, by the time of execution and delivery, will have) duly executed and delivered this Agreement and each other Transaction Document to be executed and delivered by it under this Agreement.

          (d) This Agreement and each other Transaction Document to be executed and delivered by such Seller under this Agreement constitutes (or, when executed and delivered, will constitute) the valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law).

     Section 5.2 Equity Interests. In the case of each Seller, such Seller (a) owns of record fifty percent (50%) of the LLC Interests free and clear of all Adverse Claims, and (b) has all requisite power and full legal authority to sell to WT all of the LLC Interests owned by such Seller free and clear of all Adverse Claims.

     Section 5.3 No Conflicts. Such Seller’s execution, delivery and performance of this Agreement, and of each other document to be delivered by it under this Agreement, and the consummation of the Transactions, will not:

          (a) conflict with, or result in a breach of, a provision of such Seller’s organizational documents;

          (b) conflict with, or result in a breach of, a provision of a contract, agreement or undertaking to which such Seller is a party or by which it or any of its assets or properties is bound;

          (c) give rise to a right of termination, cancellation or acceleration of an obligation or loss of a benefit affecting, or result in the imposition of any Liens on, any of such Seller’s assets; or

          (d) subject to the amendment after the Closing of BLA’s Form ADV to reflect the Transactions, violate Applicable Law.

     Section 5.4 Consents; Governmental Approvals. Except for (a) filing the amendment after the Closing of BLA’s Form ADV to reflect the Transactions, (b) the consent of Clients, and (c) such Seller’s receipt of a written release from all of its obligations under such Seller’s Guarantee, no other consent or Governmental Approval is required in connection with:

               (i) such Seller executing and delivering this Agreement and each other Transaction Document to be executed and delivered by such Seller under this Agreement;

               (ii) such Seller performing such Seller’s obligations under this Agreement and each other Transaction Document to be executed and delivered by such Seller under this Agreement; and

               (iii) the consummation by such Seller of the Transactions to which it is a party.

     Section 5.5 Brokers. Such Seller has not incurred and will not incur any liability for a fee or commission to a broker, finder, investment banker or other intermediary in connection

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with the Transactions.

     Section 5.6 NO ADDITIONAL REPRESENTATIONS. SUCH SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY, JOINT OR SEVERAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER WITH RESPECT TO ITSELF (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT), OR WITH RESPECT TO ANY OTHER SELLER OR BLA (INCLUDING AS TO ANY OF THE ASSETS, PROPERTIES OR RIGHTS OF BLA) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF WT AND WTC TO SELLERS

     WT and WTC, jointly and severally, make each of the following representations, warranties, and agreements to Sellers:

     Section 6.1 Organization. WT is a savings bank duly organized, validly existing, and in good standing under federal law. WTC is a Delaware corporation duly organized, validly existing, and in good standing under Delaware law.

     Section 6.2 Authority. WT and WTC have all requisite power and authority to (a) own their assets and conduct their business and (b) execute, deliver, and perform this Agreement and the other Transaction Documents to be executed, delivered, and performed by them in connection with this Agreement and the Transactions. This Agreement and each other Transaction Document to be executed, delivered, and performed by WT or WTC in connection with the Transactions have been duly and validly approved by all necessary corporate action. This Agreement and each other Transaction Document to which WT or WTC is a party represents, or when executed will represent, valid and legally binding obligation of that Person, enforceable against it in accordance with its terms, except as may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, or similar laws now or hereafter in effect affecting creditors’ rights generally or (2) general principles of equity, whether asserted in a proceeding in equity or at law.

     Section 6.3 Governmental Filings; Non-Contravention. Other than the filings and/or notices set forth in Schedule 6.3 (including those required to be made with the Federal Reserve Bank of Philadelphia, the Federal Deposit Insurance Corporation, and the Office of Thrift Supervision), no notices, reports, applications, or other filings are required to be made by WT with, nor are any Governmental Approvals required to be obtained by it from, any Governmental Authority in connection with the execution and delivery of this Agreement and the other Transaction Documents, and the consummation by WT of the Transactions. Subject to the making or obtaining of all filings, notices, applications, Licenses, consents, registrations, approvals, permits, or authorizations with, or of any relevant Governmental Authority with respect to the Transactions and the other Transaction Documents as set forth in Schedule 6.3, the execution, delivery, and performance of this Agreement and each other Transaction Document to be executed, delivered, and performed by WT or WTC in connection with the Transactions do not and will not: (a) violate any provision of WT’s or WTC’s charter or bylaws; (b) violate, conflict with, or result in a default under any contract or obligation to which WT or WTC is a party or by which that Person’s assets are bound; (c) violate or result in a violation of, or constitute a default under, any law, regulation, or rule, or any order of or restriction imposed by

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any court or other Governmental Authority on WT or WTC or any of their properties; and (d) except with respect to a notice to be filed with the Office of Thrift Supervision and a post-Effective Time notice to be filed or caused to be filed by WT with the Federal Reserve Bank of Philadelphia, require WT or WTC to obtain any approval, consent, or waiver of, or make any filing with, any Governmental Authority that has not been obtained or made, except for approvals, consents, waivers, or filings, as applicable, that are set forth in Schedule 5.3 and that will have been received prior to Closing or at any earlier time required hereunder or under applicable laws, rules, and regulations.

     Section 6.4 Litigation and Compliance with Laws.

          (a) Except as set forth on Schedule 6.4, there are no orders, writs, injunctions, decrees, or unsatisfied judgments, and no actions, claims, suits, proceedings, or investigations pending or, to WT’s or WTC’s Knowledge, threatened against WT or WTC that, if adversely determined, might call into question the validity or hinder or delay the enforceability or performance of this Agreement or any other Transaction Document or have a Material Adverse Effect on WT or WTC or their respective assets or properties, taken as a whole. Except as set forth on Schedule 6.4, WT is and, during the past five years has been, operating in material compliance with all laws and governmental rules and regulations, domestic or foreign (including, without limitation, all federal and state securities laws), applicable to the business, affairs, properties, and assets of WT. Except as set forth in Schedule 6.4, WT is not in default with respect to any judgment, order, writ, injunction, decree, demand, or assessment issued by any court or any federal, state, municipal, or other governmental agency, board, commission, bureau, instrumentality, or department, domestic or foreign, relating to any aspect of its business, affairs, properties, or assets. Except as set forth in Schedule 6.4, WT has not been charged or, to WT’s or WTC’s Knowledge, threatened with or is under investigation with respect to any violation of any federal, state, municipal, or other law or any administrative rule or regulation, domestic or foreign, affecting WT or the Transactions.

          (b) To WT’s or WTC’s Knowledge, neither WT nor any Person “associated” (as that term is defined under the Advisers Act) with WT has, within five years prior to the date hereof, been convicted of any crime or is or has been subject to any disqualification in each case that would be the basis for denial, suspension, or revocation of registration of an investment adviser under Section 203(e) or 206(4) of the Advisers Act or Rule 206(4)-4(b) thereunder or for disqualification as an investment adviser for any investment company pursuant to Section 9 of the Investment Company Act of 1940, as amended.

     Section 6.5 Investment Representations.

          (a) WT will acquire the LLC Interests under the terms of this Agreement for its own account for investment and not with a view to or for sale in connection with any distribution thereof or with any present intention of selling or distributing all or any part thereof. WT acknowledges that the LLC Interests have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and cannot be disposed of unless registered under the Securities Act and any applicable state laws or an exemption from that registration is available.

          (b) WT is sufficiently knowledgeable and experienced in making investments of this type as to be able to evaluate the risks and merits of its investment in the LLC Interests, and is able to bear the economic risk of its investment in BLA. WT acknowledges that the LLC

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Interests are illiquid, that no market for the LLC Interests exists, and that none is contemplated to be created.

          (c) WT is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

     Section 6.6 No Known Regulatory Delays. WT has no Knowledge or reason to believe that it will be unable to obtain all Licenses, consents, and permits from all Governmental Authorities and other Persons necessary to complete the Transactions promptly and without undue delay, expense, or restriction.

     Section 6.7 Brokerage. Neither WT nor WTC has incurred any obligation for a brokerage commission or finders’ fee in connection with the Transactions.

ARTICLE 7

COVENANTS OF SELLERS AND BLA

     Section 7.1 Client Consent.

          (a) Within ten (10) Business Days following the date of this Agreement, BLA shall:

               (1) send a notice substantially in the form of Exhibit C-1 to all trust Clients;

               (2) send a notice substantially in the form of Exhibit C-2 to all Clients other than Funds and trust Clients;

               (3) send a notice substantially in the form of Exhibit C-3 to the manager of each Fund; and

               (4) cause each Fund to send a notice substantially in the form of Exhibit C-4 to each of the record owners of equity interests in such Fund.

          (b) Between 30 and 35 days after delivery of the notice described in Section 7.1(a), BLA shall send to each client who has not returned the notice in substantially the forms of Exhibits C-1, C-2, C-3, and C-4, respectively, countersigned indicating approval of the Transactions, a second notice, in substantially the forms of Exhibits D-1, D-2, D-3, and D-4, respectively.

     Section 7.2 Conduct of Business. Until Closing, except as specifically contemplated by this Agreement, without WT’s prior written consent:

          (a) Except as set forth on Schedule 7.2, the business of BLA shall be conducted only in the ordinary course, in a manner consistent with past practices, and in compliance with all applicable laws, rules, and regulations;

          (b) None of either Seller or BLA shall in any capacity make or assist in making any change in the organizational documents of BLA;

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          (c) BLA shall not acquire any asset, make any capital expenditure, or sell, lease, assign, or dispose of any asset or Client account other than (1) in the ordinary course of business and (2) in an amount not to exceed $25,000;

          (d) None of either Seller or BLA shall permit any Person to mortgage, pledge, subject to, or permit to exist any Lien on any property or asset of BLA other than Permitted Liens (and BLA shall not, nor shall either Seller permit BLA to, mortgage, pledge, subject to, or permit to exist any Lien on, any properties, assets, or contracts that are to be acquired pursuant to the Transaction Documents other than Permitted Liens);

          (e) BLA shall not issue any (1) limited liability company interests or other securities, (2) options, warrants, puts, calls, commitments, agreements, contracts, or preemptive or other rights to purchase, issue, or otherwise acquire any limited liability company interests or other securities of BLA, or (3) obligations or securities convertible into or exchangeable for limited liability company interests or other securities of BLA; and

          (f) BLA shall not: (1) enter into any employment agreement or other employment arrangement; or (2) amend or modify any existing employment agreement or arrangement, except with respect to this Section 7.2(f)(2) to the extent that additional amounts payable annually under such amendments or modifications do not exceed $50,000 in the aggregate.

          Notwithstanding the foregoing or any provision to the contrary herein, BLA may make cash distributions to the Sellers as long as the Tangible Book Value equals or exceeds [*] at Closing.

     Section 7.3 Preservation of Business and Assets.

          (a) Until Closing, except as contemplated hereby, BLA shall use its reasonable best efforts to: (1) preserve the current business of BLA; (2) maintain the present Clients of BLA (other than those of the Los Angeles office), in each case on terms substantially equivalent to the terms of the existing agreements between those Clients and BLA in effect on the date hereof; and (3) preserve the goodwill of BLA.

          (b) BLA shall not change the fundamental nature or characteristics of its business from the business conducted as of the date hereof, other than in connection with the closing of the Los Angeles office.

     Section 7.4 Standstill. The relative interests of the Sellers in BLA as of the date hereof may not be altered without WT’s prior written consent.

     Section 7.5 Non-Competition.

          (a) For a period of five years after Closing (the “Restricted Period”), none of Bingham nor any of its Subsidiaries shall (1) establish a new business engaged in providing asset management services that competes with the business of BLA as it is conducted on the Closing Date; (2) induce or attempt to induce any employee of any BLA Entity employed by BLA at or within 90 days prior to Closing (other than employees of BLA’s Los Angeles office) to leave his or her employment with that BLA Entity; (3) employ or attempt to employ, or assist anyone in employing any employee of that BLA Entity employed by BLA at or within 90 days prior to

* Confidential Treatment Requested by Wilmington Trust Corporation

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Closing (other than employees of BLA’s Los Angeles office) in connection with the provision of investment advisory or wealth management-related services; or (4) solicit or accept business from any Client of any BLA Entity for the type of investment advisory or wealth management-related services provided by BLA prior to Closing; provided, however, that nothing herein shall restrict or limit Bingham or any of Bingham’s partners or employees from providing legal services, serving as trustee, executor, or in any other fiduciary capacity, or exercising his or her fiduciary responsibilities.

          (b) During the Restricted Period, Legg shall not (1) induce or attempt to induce any key employee of any BLA Entity employed by BLA at or within 90 days prior to Closing (other than employees of BLA’s Los Angeles office) to leave his or her employment with that BLA Entity; (2) employ or attempt to employ, or assist anyone in employing, any key employee of any BLA Entity employed by BLA at or within 90 days prior to Closing (other than employees of BLA’s Los Angeles office); (3) open an office in Boston, Massachusetts that offers investment advisory or wealth management-related services; or (4) share any Confidential Information with any of its Subsidiaries or Affiliates. In addition, during the Restricted Period, no officer or director of Legg shall instruct any Affiliate of Legg to do or assist any such Affiliate in doing any of the actions prohibited by clauses (1) through (4) above. Nothing in this Section 7.5(b) shall restrict the activities of any Subsidiary or other Affiliate of Legg.

          (c) Each Seller acknowledges that the restrictions set forth in this Section 7.5, including the Restricted Period, are made in connection with the sale of substantially all of the limited liability company interests in BLA, including the goodwill of BLA’s business.

     Section 7.6 Specific Performance. Each Seller acknowledges that it is fair and reasonable that it makes the covenants set forth in Section 7.5, and has done so with the benefit of the advice of counsel. In addition, each Seller acknowledges that any breach or attempted breach by it of the provisions of Section 7.5 will cause irreparable harm to the BLA Entities and their respective Affiliates, for which monetary damages will not be an adequate remedy. Accordingly, WT and its Affiliates and each BLA Entity shall be entitled to apply for and obtain injunctive relief (temporary, preliminary, and permanent) to restrain the breach or threatened breach of, or otherwise to specifically enforce, any provision of Section 7.5, without the requirement to post a bond or provide other security. Nothing herein shall be construed as a limitation or waiver of any other right or remedy that may be available to WT and its Affiliates or any BLA Entity for that breach or threatened breach. For emergency relief (including temporary and preliminary injunctive relief), an application may be made in any court of competent jurisdiction. Each Seller further agrees that the subject matter and duration of the restrictions covered herein are reasonable in light of the facts as they exist today. If any restriction contained in Section 7.5 is deemed unreasonable by a court, it shall, to the extent permitted by applicable law, be reduced to the maximum restriction that is enforceable under that law.

     Section 7.7 Transaction Modifications. Effective upon the Closing, BLA shall cause the operating agreement of each Fund to be amended with the prior consent of at least a majority-in-interest of the members of the Fund, substantially in the form of Exhibit E (as applicable), to (a) provide a majority of investors in each such Fund the authority to elect a majority of independent directors for the Fund and permit a majority of its investors to remove BLA (or its replacement as successor manager) as manager, and (b) provide the authority to appoint WT as subadviser to such Fund.

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ARTICLE 8

COVENANTS OF WT

     Section 8.1 Business Arrangements. Following Closing, BLA’s employees shall be entitled to participate in the then existing employee benefit plans and policies of WTC (other than WTC bonus or incentive plans) provided, however, that (a) those employees are otherwise eligible to participate in those plans and policies in accordance with their terms and (b) nothing herein shall entitle such an employee to participate in a plan where participation is not based solely on eligibility criteria set forth in the plan. With respect to (x) the WTC employee benefit plans and policies other than defined benefit plans, years of service with BLA shall be deemed to be years of service with WTC for all purposes, including eligibility, vesting, and benefit accrual, and (y) defined benefit plans of WTC, years of service with BLA shall be deemed to be years of service with WTC for eligibility and vesting, but for purposes of benefit accruals BLA’s employees shall be credited with years of service from commencement of their employment with WT.

     Section 8.2 Staff Retention Pool. Following the Closing, staff of BLA designated jointly by WT and Simmons shall be entitled to share in a staff retention pool. One-half of the retention pool shall be payable to those staff members on March 31, 2008, and the other half shall be payable on March 31, 2009, provided that:

          (a) Only those staff members who are employed by BLA (or are within the Boston Revenue Center) on those respective dates shall be entitled to payment of their share of the staff retention pool; and

          (b) In the case of the retention payments payable on March 31, 2008, the maximum payments shall be made only if BLA’s Revenue Run Rate at December 31, 2007 equals at least [*] of Consenting Client Revenue, and in the case of the retention payments payable on March 31, 2009, the maximum payments shall be made only if BLA’s Revenue Run Rate at December 31, 2008 equals at least [*] of Consenting Client Revenue. If BLA’s Revenue Run Rate is equal to or more than [*] but less than [*] of Consenting Client Revenue at December 31, 2007 or equal to or more than [*] but less than [*] of Consenting Client Revenue at December 31, 2008, as the case may be, linear interpolation shall be used to determine the appropriate retention payments. If BLA’s Revenue Run Rate at either December 31, 2007, or December 31, 2008, is less than [*] of Consenting Client Revenue, no staff retention payment shall be made. The amount of the retention pool will be targeted at [*] of the base salaries of the staff jointly identified by WT and Simmons.

     Section 8.3 Name. Promptly after Closing, except in connection with notifying BLA’s Clients of the transfer of BLA’s ownership from Bingham and Legg to WT and in public disclosures WTC makes disclosing that change of ownership, neither WTC nor BLA shall use the name “Bingham” or “Legg Mason” or any derivative of the foregoing.

     Section 8.4 Cafeteria Plan. As of the Closing Date, WT shall maintain a cafeteria plan pursuant to Section 125 of the Code that offers health and dependent care flexible spending accounts through pre-tax salary reductions (the “WT Flex Plan”). As of the Closing Date, WT shall assume from Bingham all of Bingham’s obligations with respect to the medical care and dependent care flexible spending accounts (the “Transferred Flexible Spending Accounts”) of employees of BLA on the Closing Date who continue as employees of BLA immediately following the Closing Date (“BLA Employees”) under the Bingham McCutchen LLP Flexible

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Spending Account Plan (the “Bingham Flex Plan”), including Bingham’s obligation to reimburse eligible expenses incurred by participants in the Bingham Flex Plan but not paid prior to the Closing Date, whether or not claims for reimbursement of such expenses have been submitted to Bingham prior to the Closing Date. WT shall cover all BLA Employees who have elected to participate in the medical care and/or dependent care flexible spending account features of the Bingham Flex Plan under the WT Flex Plan immediately after the Closing Date. WT shall cause the WT Flex Plan to provide that all coverage elections of such BLA Employees with respect to the Transferred Flexible Spending Accounts shall be carried over to the WT Flex Plan and shall remain in effect immediately after the Closing Date, and that the WT Flex Plan will reimburse such BLA Employees for eligible medical and dependent care expenses incurred by such BLA Employees at any time during the Bingham Flex Plan year (including claims incurred before the Closing Date) up to the amount of such BLA Employee’s elections and reduced by amounts previously reimbursed by Bingham, except to the extent otherwise permitted by applicable law. As soon as reasonably practicable after the Closing Date, Bingham shall determine the Aggregate Balance (as defined below) of the Transferred Flexible Spending Accounts and notify WT of the amount of the Aggregate Balance in writing. For purposes of this Section 8.4, the term “Aggregate Balance” means, as of the Closing Date, the aggregate amount of contributions that have been made to the Transferred Flexible Spending Accounts by BLA Employees for the plan year in which the Closing Date occurs minus the aggregate amount of reimbursements that have been made from the Transferred Flexible Spending Accounts to BLA Employees for the plan year in which the Closing Date occurs. If the Aggregate Balance is a negative amount, WT shall pay that negative amount to Bingham as soon as practicable following WT’s receipt of the written notice thereof. If the Aggregate Balance is a positive amount, Bingham shall pay such positive amount to WT as soon as practicable following Bingham’s delivery to WT of the written notice thereof.

     Section 8.5 Certain Accounts Receivable. Promptly after BLA’s receipt (or the receipt by any Person to which the business of BLA is transferred) after the Closing Date, BLA (or any Person to which the business of BLA is transferred) shall remit to each Seller, as additional Purchase Price, its Pro Rata Share of payments relating to accounts receivable on BLA’s books at Closing up to the amount by which the Tangible Book Value at Closing exceeds [*]. BLA (or any Person to which the business of BLA is transferred) shall use commercially reasonable efforts to collect such accounts receivable, consistent with its past practices.

     Section 8.6 COBRA. Bingham shall retain all liability (and none of WT, WTC, nor BLA shall have any liability) under Section 4980B of the Code and COBRA with respect to any employee or former employee of BLA, or any spouse or dependent child of any such employee or former employee, with respect to whom a qualifying event (within the meaning of COBRA) occurs or occurred on or before the Closing Date. Bingham shall, on and after the Closing Date, cause a group health plan maintained by Bingham to provide all coverage and benefits required under COBRA with respect to such individuals, and shall provide WT a certificate to that effect at Closing.

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ARTICLE 9

COVENANTS OF THE PARTIES

     Section 9.1 Regulatory Authorizations.

          (a) WT shall, at its sole expense, timely and promptly make all filings required to be made by it with any Governmental Authority with respect to the consummation of the Transactions (including, without limitation, filings with the Federal Reserve Bank of Philadelphia and the Office of Thrift Supervision). WT shall furnish to BLA and the Sellers such information and assistance they may reasonably request in connection with the preparation by them of necessary filings or submissions to any Governmental Authority. WT shall promptly supply BLA with copies of all non-confidential correspondence, filings, or communications (or memoranda summarizing the substance thereof) between WT or its counsel and any Governmental Authority with respect to this Agreement and the Transactions.

          (b) Sellers and BLA shall cause BLA, at BLA’s or the Sellers’ sole expense, to timely and promptly make all filings required to be made by Sellers or BLA or its associated persons with any Governmental Authority with respect to the consummation of the Transactions. Each of Seller and BLA shall furnish to WT such information and assistance as WT may reasonably request in connection with its preparation of necessary filings or submissions to any Governmental Authority. BLA shall promptly supply WT with copies of all non-confidential correspondence, filings, or communications (or memoranda summarizing the substance thereof) between either Seller, BLA, or its counsel and any Governmental Authority with respect to this Agreement and the Transactions.

     Section 9.2 Confidentiality.

          (a) Each Party (each, a “Receiving Party”) shall, on behalf of itself and its Affiliates, directors, officers, employees, agents and other representatives, keep confidential any and all information and data of a proprietary or confidential nature with respect to any other party (a “Disclosing Party”) in the Receiving Party’s possession or that it receives as a result of any investigation made in connection with this Agreement, other than information that is or becomes generally available to the public other than as a result of disclosure by the Receiving Party in violation of this Agreement. Notwithstanding the preceding sentence, each Party shall be free to disclose any such information or data (1) to the extent required by Applicable Law and (2) during the course of or in connection with any litigation or other proceeding based upon or in connection with the subject matter of this Agreement; provided that, prior to disclosing any such information in connection with (1) or (2) above, the Receiving Party shall, to the extent permitted by law, (x) give the other Parties prompt written notice of this proposed disclosure so that any of them can seek a protective order; and (y) if there is no such protective order, the Disclosing Party may disclose the information that, on its counsel’s advice, it is required to disclose, after giving the other Parties written notice specifying this information as far in advance of disclosure as practicable and using reasonable efforts to obtain assurances that the information disclosed will be treated confidentially.

          (b) If this Agreement terminates, each Party will (and will cause its Affiliates, directors, officers, employees, agents and other representatives to) promptly return to each other Party, and not retain copies of, that other Party’s written proprietary information supplied in connection with this Agreement.

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     Section 9.3 Expenses Incident to this Agreement. Each Party shall pay its own expenses incident to the negotiation and consummation of the Transactions and the other Transaction Documents and the preparation and carrying out of this Agreement and the Transactions.

     Section 9.4 Access; Information. Each Seller and BLA hereby agree that, upon reasonable notice and subject to all applicable federal and state privacy laws in effect prior to the date of this Agreement, including, without limitation, Title V of the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, and any and all applicable regulations implementing either act, BLA shall afford WT and its officers, employees, and representatives access during normal business hours throughout the period prior to Closing to the books, records, properties, personnel, and such other information of BLA as WT may reasonably request.

     Section 9.5 Press Releases. Before the Closing, the Parties shall not (and shall ensure that their Affiliates, directors, officers, employees, agents and other representatives do not) issue a press release or any other public written statement or disseminate any public communication through any form of media (including radio, television or electronic media) about this Agreement or the Transactions except, in the case of WT or WTC, with BLA’s and the Sellers’ consent, which shall not be unreasonably withheld or, in the case of BLA or the Sellers, with WT’s consent, which shall not be unreasonably withheld (except in each case as required by Applicable Law).

     Section 9.6 Disclosure Schedules. Notwithstanding anything to the contrary herein, at any time and from time to time prior to the Closing, BLA may supplement a schedule delivered to WT under Article 4 hereof (or deliver additional schedules) for purposes of modifying any representation or warranty of BLA contained in Article 4 hereof (a “Schedule Update”), and the applicable representations and warranties shall be automatically deemed amended thereby without liability to any Seller. However, if the matters disclosed in the Schedule Update have, or would reasonably be expected to have, a Material Adverse Effect on BLA, WT shall be entitled to terminate this Agreement in accordance with the provisions of Section 13.1(f) hereof.

     Section 9.7 Director, Manager, and Officer Insurance. Prior to the Closing, BLA shall purchase “tail” investment adviser professional liability insurance (which shall include directors’ and officers’ insurance coverage for BLA’s current directors and officers) for a term of [*] after Closing. Each Seller shall pay [*], and WT shall pay [*], of the premium for that insurance; provided that in no event shall WT’s obligation with respect thereto exceed [*]. WT shall use its reasonable best efforts to cause such insurance coverage to remain in effect until the [*] anniversary of the Closing Date (provided that WT shall not be obligated to pay additional consideration therefor).

ARTICLE 10

CONDITIONS PRECEDENT TO WT’S OBLIGATIONS

     The obligations of WT to consummate the Transactions are subject to the satisfaction at Closing or, where appropriate, before the Closing Date, of the following conditions, except to the extent WT waives any such condition in writing on or before the Closing Date:

     Section 10.1 No Litigation; No Opposition. No judgment, injunction, order, or decree

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enjoining or prohibiting any of WT, WTC, either Seller, or BLA or other party to any Transaction Document from consummating the Transactions or by any other Transaction Document or from engaging in any activity shall have been entered. No suit, action, claim, proceeding, or investigation shall be pending or threatened at any time prior to or on the Closing Date before or by any court or Governmental Authority seeking to materially restrain or prohibit, or seeking material damages or other significant relief in connection with, the execution and delivery of this Agreement or any other Transaction Document or the consummation of the Transactions.

     Section 10.2 Representations, Warranties, and Covenants of Sellers and BLA.

          (a) Representations Concerning BLA. The representations and warranties concerning BLA in Article 4:

               (1) were true and correct as of the date of this Agreement (except representations and warranties made as of a certain date, which were true and correct as of such date), except for breaches of such representations and warranties that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BLA; and

               (2) are repeated and are true and correct as of the Closing Date with the same effect as though made on and as of the Closing (except representations and warranties made as of a certain date, which are so measured as of such date), except for breaches of such representations and warranties that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BLA.

     BLA has delivered to WT a certificate, dated the Closing Date, certifying the matters in this Section 10.2(a).

          (b) Representations Concerning the Sellers. The representations and warranties of each Seller in Article 5.

               (1) were true and correct in all material respects as of the date of this Agreement (except representations and warranties made as of a certain date, which are true and correct as of such date); and

               (2) are repeated and are true and correct in all material respects as of the Closing Date with the same effect as though made on and as of the Closing (except representations and warranties made as of a certain date, which are true and correct as of such date).

     Each of the Sellers has delivered to WT a certificate, dated the Closing Date, certifying the matters in this Section 10.2(b).

     Section 10.3 Consents.

     BLA shall have obtained the Consent to the Transactions contemplated by the Transaction Documents in the manner set forth in Section 7.1 from Clients such that the Closing Run Rate is at least [*] of the Base Run Rate. Compliance with this condition shall be measured five Business Days prior to the Closing Date. Schedule 4.8 lists all non-Los Angeles office Clients and the AUM and fee schedule with respect to each Client as of

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December 31, 2006.

          (a) “Consent” shall mean (1) with respect to a Client whose contract by its terms terminates upon the consummation of the Transactions contemplated by the Transaction Documents, that BLA shall have entered into a new contract on substantially equivalent terms, which contract is effective after giving effect to the Closing, (2) with respect to a Client other than a Fund whose contract requires consent from a party or parties thereto or partners therein for it to survive the Transactions contemplated by the Transaction Documents, that BLA shall have obtained all such written consents as may be required, and (3) with respect to a Client which is a Fund, that BLA shall have obtained the written consent of a manager or managing member of the Fund and at least a majority-in-interest of the members of the Fund to the assignment of its advisory contract arising from the Transactions contemplated by the Transaction Documents.

     Section 10.4 Board of Managers Approval. BLA’s Board of Managers shall have approved the Transactions contemplated by the Transaction Documents and, at Closing, BLA shall deliver to WT a certificate certifying that such Board approval has been obtained.

     Section 10.5 Other Approvals. All actions and approvals by or in respect of, or filings with, any Governmental Authority required to be taken, made or obtained by BLA or the Sellers to permit the consummation of the Transactions so that BLA shall be able to continue to carry on after the Closing Date the business conducted by BLA immediately prior to Closing shall have been taken, made, or obtained. All other material Governmental Approvals or other actions that may be received or taken by BLA or the Sellers and that are commercially necessary to consummate the Transactions hereunder shall have been received or taken.

     Section 10.6 Transaction Modifications. The operating agreement of each Fund shall have been amended, with the prior consent of at least a majority-in-interest of the members of the Fund, substantially in the form of Exhibit E (as applicable), to (a) provide a majority of investors in each such Fund the authority to elect a majority of independent directors for the Fund and permit a majority of its investors to remove BLA (or its replacement as successor manager) as manager, and (b) provide the authority to appoint WT as subadviser. BLA’s status as a manager of each Fund shall have been transferred to Wilmington Trust Investment Management, LLC. At Closing, BLA shall provide WT a certificate with respect to the foregoing.

     Section 10.7 Capitalization. The members of BLA shall be as set forth on Schedule 4.4(a) hereto.

     Section 10.8 Performance; Deliveries. BLA and each of the Sellers have duly performed and complied in all material respects with the obligations and conditions they must comply with under this Agreement by or before Closing. BLA shall have executed, where applicable, and delivered to WT (or shall have caused to be executed and delivered to WT by the appropriate person) the following:

          (a) A certificate of the Secretary of BLA that it has completed all required actions contemplated by the Transaction Documents;

          (b) The certificate or certificates contemplated by Sections 10.2, 10.3, 10.4, 10.6, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, 10.16, and 10.18;

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          (c) Certified copies of resolutions of its board of managers authorizing the execution of each Transaction Document to which BLA is a party;

          (d) The limited liability company certificate (certified as of a recent date by the Secretary of State of Delaware) and limited liability company agreement of BLA;

          (e) A certificate of the Secretary of BLA certifying that the resolutions, limited liability certificate, and limited liability company agreement in Sections 10.8(c) and 10.8(d) above are in full force and effect and have not been amended or modified, and that the officers of BLA are those persons named in the certificate;

          (f) Copies of each amendment made pursuant to Section 10.6;

          (g) A certificate issued by the appropriate state authority certifying that BLA is validly existing in Delaware as of the most recent practicable date; and

          (h) True and correct copies of each of the other Transaction Documents.

     Section 10.9 Employment Agreement. The existing employment agreement between Simmons and BLA, as amended, shall have been terminated, and BLA shall have provided WT a certificate to that effect, and Simmons shall have executed and delivered the Employment Agreement to WT.

     Section 10.10 No Material Adverse Change. No event or condition, individually or in the aggregate, shall have had a Material Adverse Effect on BLA. BLA shall have furnished WT with a certificate dated as of the Closing Date with respect to the foregoing.

     Section 10.11 No Liens. Any and all Adverse Claims on the LLC Interests shall be released in full, any and all Liens on the assets of BLA, other than Permitted Liens, shall be released in full, and BLA’s Secretary shall have furnished WT a certificate to this effect with respect to the assets of BLA. BLA shall have provided WT UCC-3 termination statements terminating all UCC-1 financing statements filed against any of BLA’s assets (including, without limitation, all UCC-1 financing statements filed with respect to the Line of Credit and those identified on Schedule 10.11).

     Section 10.12 Satisfaction of Loans.

          (a) All loans made by BLA and advances payable by BLA to any Person (including, without limitation, the Line of Credit) shall have been paid in full.

          (b) All loans to any employee of BLA shall have been satisfied.

     At Closing, BLA’s Secretary shall have furnished WT a certificate as to BLA’s compliance with the foregoing.

     Section 10.13 Termination of Performance Equity Plan. BLA’s Performance Equity Plan shall have been terminated, and all amounts payable to BLA’s employees thereunder shall have been paid in full or included as a liability in the calculation of Tangible Book Value. At Closing, BLA’s Secretary shall have furnished WT a certificate to that effect.

     Section 10.14 Termination of Service Agreement and Consulting Agreement. Each of the Service Agreement dated as of September 30, 1999 between Bingham and BLA and the Consulting Agreement dated as of January 1, 2006 between BLA and Legg shall have been terminated. At Closing, BLA’s Secretary shall have furnished WT a certificate to that effect.

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     Section 10.15 Termination of Participation in Qualified Retirement Plans. Bingham shall have amended the Bingham McCutchen LLP Savings Plan and the Bingham McCutchen LLP Money Purchase Pension Plan to remove BLA as a participating affiliate therein effective as of the Closing Date, and at Closing BLA’s Secretary shall have furnished WT a certificate to that effect.

     Section 10.16 Closing of Los Angeles Office. BLA’s Los Angeles office shall have been closed, all Client accounts of that office shall have been assigned to another investment adviser with the Client’s prior written consent, and all other obligations of BLA with respect to that office (including, without limitation, all lease obligations) shall been satisfied in full. At Closing, BLA’s Secretary shall have furnished WT a certificate to that effect.

     Section 10.17 Financial Statements. BLA shall have provided WT unaudited balance sheets, income statements, and statements of cash flows of BLA prepared in accordance with GAAP through the month-end preceding Closing.

     Section 10.18 Payments Under Simmons Letter Agreement. BLA’s payment obligation under Paragraph 1 of the Simmons Letter Agreement shall have been assigned to, and assumed by, Bingham and Legg, so that BLA shall be released from all of its obligations under Paragraph 1 of the Simmons Letter Agreement. At Closing, Sellers shall have furnished WT a certificate to that effect.

     Section 10.19 Payment to Berkshire. Berkshire shall have executed and delivered, against receipt by it from WT of immediately available funds in the amount of [*] for the account of BLA, a Receipt and Release in the form attached hereto as Exhibit F.

ARTICLE 11

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLERS AND BLA

     The obligations of Sellers and BLA to consummate the Transactions and by the other Transaction Documents are subject to the satisfaction at Closing or prior to the Closing Date of the following conditions, except to the extent that either Seller or BLA, as the case may be, has waived any such condition in writing on or prior to the Closing Date:

     Section 11.1 No Litigation; No Opposition. No judgment, injunction, order, or decree enjoining or prohibiting any of WT, WTC, either Seller, or BLA or other party to any Transaction Document from consummating the Transactions or from engaging in any activity shall have been entered. No suit, action, claim, proceeding, or investigation shall be pending or threatened at any time prior to or on the Closing Date before or by any court or Governmental Authority seeking to materially restrain or prohibit, or seeking material damages or other significant relief in connection with, the execution and delivery of this Agreement or any other Transaction Document or the consummation of the Transactions.

     Section 11.2 Representations, Warranties, and Covenants. WT’s and WTC’s representations and warranties in Article 6:

               (i) were true and correct in all material respects as of the date of this Agreement (except representations and warranties made as of a certain date, which are true and correct as of such date); and

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               (ii) are repeated and are true and correct in all material respects as of the Closing Date (except representations and warranties made as of a certain date, which shall be so measured as of such date).

     WT and WTC have delivered to the Sellers a certificate, dated the Closing Date, certifying the matters in this Section 11.2.

     Section 11.3 Consents. BLA shall have obtained the Consent to the Transactions contemplated by the Transaction Documents in accordance with Section 7.1 from Clients such that the Closing Run Rate is at least [*] of the Base Run Rate. Compliance with this condition shall be measured consistently in all respects with Section 10.3 above.

     Section 11.4 Performance; Deliveries. BLA has duly performed and complied in all material respects with its obligations and conditions that it must comply with under this Agreement by or before Closing. WT shall have executed and delivered to Seller and BLA:

          (a) Certified copies of resolutions of WT’s and WTC’s board of directors authorizing the execution of this Agreement and each other Transaction Document to which WT or WTC is a party;

          (b) A copy of the charter and current bylaws of WT and WTC;

          (c) A certificate of the Secretary of WT and WTC certifying that the resolutions, charters, and bylaws in Sections 11.4(a) and 11.4(b) above are in full force and effect and have not been amended or modified, and that the officers of WT and WTC are those persons named in the certificate;

          (d) The certificates contemplated by Sections 11.1, 11.2, and 11.5;

          (e) A certificate issued by the Office of Thrift Supervision certifying that WT is validly existing as of the most recent practicable date; and

          (f) True and correct copies of each other Transaction Document to which WT or WTC is a party.

     In addition, at Closing, WT shall have delivered or caused to be delivered to Sellers the initial installment of the Purchase Price.

     Section 11.5 No Material Adverse Change. No event or condition, individually or in the aggregate, shall have had a Material Adverse Effect on WT or WTC. WT and WTC shall have furnished Sellers and BLA with a certificate dated as of the Closing Date with respect to the foregoing.

     Section 11.6 Other Approvals. All actions and approvals by or in respect of, or filings with, any Governmental Authority required to be taken, made or obtained by WT or WTC to permit the consummation of the Transactions so that BLA shall be able to continue to carry on after the Closing Date the business conducted by BLA immediately prior to Closing shall have been taken, made, or obtained. All other material Governmental Approvals or other actions that may be received or taken by WT or WTC and that are commercially necessary to consummate the Transactions hereunder shall have been received or taken.

     Section 11.7 Release of Guarantee. Each Seller shall have received a written release from all of its obligations under the Guarantee.

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     Section 11.8 Tail Insurance Coverage. BLA shall have purchased the “tail” insurance coverage contemplated by Section 9.7 hereof, and such insurance coverage shall be in effect.

ARTICLE 12

INDEMNIFICATION

     Section 12.1 Indemnification by Sellers. Each Seller shall severally defend, indemnify, save, and hold harmless WT and its Affiliates and the shareholders, members, directors, officers, employees, successors, assigns, agents, advisers, and representatives of each of the foregoing (the “WT Indemnitees”), from and against, any and all direct or third-party actions, suits, claims, proceedings, demands, assessments, obligations, fees, judgments, costs, losses, liabilities, damages, deficiencies, and expenses (including, without limitation, interest, penalties, reasonable attorneys’ and accountants’ fees, and all reasonable amounts paid in the investigation, defense, or settlement of any of the foregoing) (collectively, “Losses”) incurred in connection with, arising out of, or resulting from:

          (a) a breach of a representation or warranty when made or deemed made by BLA or such Seller under this Agreement or in a certificate delivered by BLA or such Seller under this Agreement;

          (b) a breach or non-fulfillment of an obligation of such Seller under this Agreement, or a breach or non-fulfillment of an obligation of BLA applying at or before the Closing under this Agreement; or

          (c) any liabilities or obligations arising out of or alleged to exist (1) under or with respect to the Simmons Letter Agreement or (2) to Berkshire under or in respect of that certain engagement letter dated February 28, 2006 between BLA and Berkshire in excess of the payment to be made at Closing pursuant to Section 10.19.

     Section 12.2 Indemnification by WT. WT shall defend, indemnify, save and hold harmless each Seller and its Affiliates, officers, directors, employees, shareholders, members, successors, assigns, agents, advisers and representatives (collectively, the “Seller Indemnitees”) from and against, and shall pay or reimburse the Seller Indemnitees for, any Losses incurred in connection with, resulting from, or arising out of:

          (a) a breach of a representation or warranty when made or deemed made by WT or WTC under this Agreement or in a certificate delivered by WT or WTC under this Agreement; or

          (b) a breach or non-fulfillment of an obligation of WT or WTC under this Agreement, or a breach or non-fulfillment of an obligation of WT or WTC applying after the Closing under this Agreement.

     Section 12.3 Limitation of Liability.

          (a) Subject to paragraphs (b) through (e) below, the Sellers shall not be required to indemnify WT hereunder with respect to claims for Losses under Section 12.1:

               (1) unless such claim or series of related claims for which WT is otherwise entitled to indemnification pursuant to Section 12.1 exceeds [*] (the

* Confidential Treatment Requested by Wilmington Trust Corporation

35

“Minimum Claim Amount”) (it being understood and agreed that the Sellers shall not be liable for any Losses with respect to any claim or series of related claims in the event that such Losses are less than the Minimum Claim Amount); and

               (2) unless the aggregate amount of Losses for which WT is otherwise entitled to indemnification pursuant to Section 12.1 exceeds [*] (the “Deductible Amount”) (it being understood and agreed that (A) any claim or series of related claims for Losses of less than the Minimum Claim Amount shall be disregarded for purposes of calculating the Deductible Amount and (B) the Deductible Amount is intended as a deductible, and the Sellers shall not be liable for any Losses less than the Deductible Amount for which WT is otherwise entitled to indemnification.

          (b) Subject to paragraphs (c) through (e) below, (1) the aggregate Losses payable by the Sellers pursuant to Section 12.1 above with respect to all claims for indemnification shall not exceed an amount equal to [*] (the “Maximum Amount”), and (2) the aggregate Losses payable by each Seller pursuant to Section 12.1 above with respect to all claims for indemnification shall not exceed an amount equal to the Maximum Amount multiplied by such Seller’s Pro Rata Share. Notwithstanding anything contained in this Agreement to the contrary, (A) each Seller shall be liable only for such Seller’s Pro Rata Share of Losses for which the Sellers may be liable to WT Indemnitees under this Agreement, and (ii) neither Seller shall be liable for a breach or non-fulfillment of an obligation of the other Seller under this Agreement.

          (c) Subject to paragraph (d) below, no action or claim for Losses pursuant to Section 12.1(a) or Section 12.2(a) shall be brought or asserted after the date that is 18 months from the Closing Date.

          (d) The limitations set forth in paragraph (c) above shall not apply to any Losses arising from a breach of the representations and warranties contained in Sections 4.19 and 5.2 or to any Losses resulting from or arising under Sections 12.1(b) or 12.2(b), provided, however, that no Party shall be liable for any Losses arising from a breach of the representations and warranties contained in Sections 4.19 and 5.2 or arising under Sections 12.1(b) or 12.2(b) unless the Party asserting a claim for such Losses has asserted such claim prior to the expiration of the applicable statute of limitations.

          (e) The amount of any Losses for which indemnification is provided for under this Article 12 shall be net of (1) any amounts recovered by a Party or its Affiliates as a result of any indemnification by any third party, (2) any insurance proceeds or other amounts received by a Party or its Affiliates from third parties with respect to such Losses and (3) any net Tax benefit actually realized by a Party or their Affiliates from the incurrence or payment of any such Losses. In computing the amount of any such Tax benefits, the Party and their Affiliates shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the receipt or accrual of any indemnity payment hereunder or the incurrence or payment of any indemnified Losses for which indemnification is provided under this Article 12. For purposes of this Agreement, each party and any of its Affiliates shall be deemed to have “actually realized” a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Party or such Affiliate is reduced below the amount of Taxes that such Party or such Affiliate would have been required to pay but for the receipt or accrual of the indemnity payment or the incurrence or payment of such Losses for which indemnification is provided under this Article 12. Each Party agrees to use commercially reasonable efforts to make any claims for insurance, tax benefits and/or indemnification available from a third party(ies) with respect to Losses for which it will seek indemnification hereunder and to

* Confidential Treatment Requested by Wilmington Trust Corporation

36

diligently pursue such claims in good faith. If any such insurance proceeds and/or other amounts are received by an Indemnified Party after payment by an Indemnified Party of any amount otherwise required to be paid to the Indemnified Party pursuant to this Article 12, the Indemnified Party shall repay to the Indemnifying Party, promptly after receipt of such insurance proceeds and/or other amounts, the amount that such Indemnifying Party would not have had to pay pursuant to this Article 12 had such insurance proceeds and/or other amounts been received by the Indemnified Party prior to such Indemnifying Party’s payment under this Article 12.

          (f) Any indemnification payments made by any of the Sellers pursuant to this Article 12 shall be treated by all Parties as an adjustment to the final Purchase Price hereunder.

     Section 12.4 Defense of Claims. If any action, suit, claim, tax audit, proceeding, demand, assessment, or enforcement action is filed or initiated by a third party against an Indemnified Party with respect to a matter subject to an indemnification claim by that Indemnified Party, the Indemnified Party shall give written notice thereof to the Indemnifying Party or Parties as promptly as practicable, and in any event within 20 days after service of the citation or summons, but the failure of an Indemnified Party to give notice shall not affect an Indemnifying Party’s obligation to fulfill its indemnification obligations except to the extent that this failure actually and materially prejudices the Indemnifying Party’s rights. After that notice and a reasonable period of time to allow for analysis of the claim, if the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party is obligated under the terms of its indemnity hereunder for all Losses of the Indemnified Party in connection with that action, suit, claim, tax audit, proceeding, demand, assessment, or enforcement action, the Indemnifying Party shall be entitled, if it so elects and with counsel reasonably satisfactory to the Indemnified Party, to take control of the defense and investigation of that action, suit, claim, tax audit, proceeding, demand, assessment, or enforcement action and to employ and engage attorneys to handle and defend the same, at the Indemnifying Party’s cost, risk, and expense, except that, if the Indemnifying Party elects not to assume that defense or counsel for the Indemnified Party determines in good faith and advises the Indemnifying Party in writing that there are issues that raise conflicts of interest between the Indemnifying Party and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to it, and the Indemnifying Party shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided, however, that (a) the Indemnifying Party shall be obligated pursuant to this Section 12.4 to pay for only one firm of counsel (unless the use of one counsel for that Indemnified Party would present that counsel with a conflict of interest) for all Indemnified Parties in any jurisdiction, and (b) the Indemnifying Party shall cooperate in the defense of any such matter and make its records relating to the defense available to others. If the Indemnifying Party assumes the control of that defense, the Indemnified Party shall cooperate in all reasonable respects, at the Indemnifying Party’s request and cost, risk, and expense, with the Indemnifying Party and its attorneys in the investigation, trial, and defense of the action, suit, claim, tax audit, proceeding, demand, assessment, or enforcement action and any appeal arising therefrom; provided that the Indemnified Party may, at its own cost, participate in the investigation, trial, and defense of that action, suit, claim, tax audit, proceeding, demand, assessment, or enforcement action and any appeal arising therefrom. The Indemnifying Party shall keep the Indemnified Party apprised of the status of the action, suit, claim, tax audit, proceeding, demand, assessment, or enforcement action, furnish the Indemnified Party with all documents and information the Indemnified Party reasonably requests in connection therewith, and consult with the Indemnified Party before acting on major matters involved in that action, suit, claim, tax audit, proceeding, demand, assessment, or enforcement action, including settlement discussions. Unless the Indemnified Party receives a complete

37

release from all matters involved in the dispute or the judgment or settlement is only for monetary damages that the Indemnifying Party pays in full, no settlement or consent to entry of a judgment of any action for which indemnification may be payable hereunder shall be made without the prior written consent of the Indemnified Party (not to be unreasonably withheld). The Indemnified Party shall be entitled to defend, settle, or proceed in such other manner as it deems fit, in its sole discretion, in connection with any action, suit, claim, proceeding, demand, assessment, or enforcement action with respect to which the Indemnifying Party has not acknowledged its obligations in writing in accordance with the foregoing; and no reasonable action taken by the Indemnified Party in connection therewith shall affect or limit the obligations of the Indemnifying Party pursuant to this Section 12.4.

     If the Indemnifying Party assumes the control of the defense as provided above but subsequently, in the course of defending the matter, comes to believe that the matter is not properly an obligation of that Indemnifying Party, the Indemnifying Party may with reasonable promptness advise the Indemnified Party of that new information. In that case, (a) if the Indemnified Party then agrees with the Indemnifying Party, the Indemnifying Party and the Indemnified Party shall make mutually satisfactory arrangements for the Indemnified Party to assume the defense of that matter and to repay the Indemnifying Party for any amounts reasonably expended by it pursuant to this Article 12 with respect to that matter, and (b) if the Indemnified Party does not then agree with the Indemnifying Party, the Indemnifying Party shall have the right to commence legal proceedings to determine whether the matter is subject to indemnification by the Indemnifying Party; provided that, in the case of the foregoing clause (b), the Indemnifying Party shall continue to be obligated to defend the Indemnified Party with respect to that matter and to otherwise make the payments required by this Article 12 until that dispute is finally adjudicated by a court of competent jurisdiction and all rights to appeal with respect thereto have expired.

     Section 12.5 Prompt Payment. Any indemnity payable pursuant to this Article 12 shall be paid within the later of ten days of the Indemnified Party’s request therefor or five days before the date on which the liability upon which the indemnity is based is required to be paid by the Indemnified Party.

     Section 12.6 Subrogation. If the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to this Article 12, the Indemnifying Party shall, upon payment of that indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the Losses to which that indemnification relates; provided, however, that the Indemnifying Party shall only be subrogated to the extent of any amount paid by it pursuant to this Article 12 in connection with such Loss.

     Section 12.7 Expiration of Representations and Warranties; Scope of Liabilities. Each of the representations and warranties of BLA, the Sellers, and/or WT contained in this Agreement shall irrevocably expire on the last day on which any action or claim for breach of such representation or warranty may be brought or asserted pursuant to Sections 12.3(c) or 12.3(d) (the “Expiration Date”). WT, on the one hand, and Sellers, on the other hand, acknowledge and agree that their sole remedy against the other Parties for any matter arising out of the Transactions is set forth in Section 12.1 or 12.2, as applicable, and that, except to the extent that a party has asserted a claim for indemnification prior to the applicable Expiration Date, it shall have no remedy against the other Parties for any breach of a representation or warranty made in this Agreement; provided that, notwithstanding the foregoing anything to the contrary herein, any party may bring an action hereunder for fraud. The Parties agree that the

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purpose of this Section 12.7 is to expressly provide that the Parties have no liability whatsoever to the others, except as set forth in Sections 12.1 and 12.2, as applicable, and accordingly agree that this Section 12.7 is to be construed broadly; provided that, notwithstanding the foregoing or anything to the contrary herein, any Party may bring an action hereunder for fraud. The Parties acknowledge that this Section 12.7 has been negotiated fully by them and that they would not have entered into this Agreement but for the inclusion of this Section 12.7. Each of the representations and warranties of the Parties contained in this Agreement shall survive the Closing. All covenants herein not fully performed shall survive the Closing Date and continue thereafter until fully performed.

ARTICLE 13

TERMINATION

     Section 13.1 Termination. This Agreement may be terminated:

          (a) by the mutual consent of WT and Sellers;

          (b) by WT or Sellers at any time after August 31, 2007 if for any reason the Transactions have not been consummated by that date and the failure to consummate those Transactions is not caused by a material breach of this Agreement by WT, if WT seeks to terminate this Agreement pursuant to this Section 13.1(b), or either Seller or BLA, if Sellers seek to terminate this Agreement pursuant to this Section 13.1(b), unless this date is extended by the mutual written consent of WT and the Sellers;

          (c) by WT if a Seller or BLA has materially breached any of its representations, warranties or obligations in this Agreement and, with respect to a breach of the representations and warranties in Sections 4.1 and 5.1, such breach would reasonably be expected to have a Material Adverse Effect on BLA and (if not a willful breach) has not cured this breach within ten (10) Business Days of receiving notice of the breach, provided that WT and WTC have performed and complied, in all material respects, with their representations, warranties and obligations required by this Agreement to have been performed or complied with before this time;

          (d) by a Seller, if WT or WTC has materially breached any of its representations, warranties or obligations in this Agreement and, with respect to a breach of the representations and warranties in Article 6, such breach would be reasonably expected to have a Material Adverse Effect on WT or WTC and (if not a willful breach) has not cured this breach within ten (10) Business Days of receiving notice of the breach, provided that the Sellers and BLA have performed and complied, in all material respects, with their representations, warranties and obligations required by this Agreement to have been performed or complied with before this time;

          (e) by a Seller by written notice to WT, on the one hand, or by WT, by written notice to the Sellers, on the other hand, if consummation of the Transactions would violate a final non-appealable order of a federal or state court; or there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transactions by the Governmental Authority that would make the consummation of the Transactions illegal; and

          (f) by WT within five (5) Business Days after any Schedule Update is delivered by BLA if such Schedule Update discloses matters or events that would reasonably be expected to have a Material Adverse Effect on BLA.

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     Section 13.2 Effect of Termination. If this Agreement is validly terminated pursuant to Section 13.1, it will become null and void immediately and there will be no liability or obligation to any Person in respect of the Agreement or of the Transactions on the part of any Party, or a Party’s directors, officers, employees, agents, representatives, advisers, stockholders, members, partners or Affiliates, except that the provisions of Sections 9.2, 9.3, 9.5, and 13.2 and Article 14 shall remain in full force and effect and shall survive any termination of this Agreement and except that each Party shall remain liable for any willful breach of this Agreement prior to its termination.

ARTICLE 14

MISCELLANEOUS

     Section 14.1 Waivers. Any waiver of any term or condition or of the breach of any covenant, representation, or warranty in this Agreement in any one instance shall not operate as or be deemed to be a further or continuing waiver of any other breach of that term, condition, covenant, representation, or warranty or any other term, condition, covenant, representation, or warranty. No failure or delay at any time to enforce or require performance of any provision hereof shall operate as a waiver of or affect in any manner that Party’s right at a later time to enforce or require performance of that provision or any other provision hereof. No such waiver, unless by its own terms it explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provision being waived, and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the Party against whom that waiver is claimed in all other instances or for all other purposes to require full compliance.

     Section 14.2 Modifications. Except as otherwise expressly provided in this Agreement, neither this Agreement (including the exhibits and schedules hereto) nor any term hereof or thereof may be changed, amended, modified, waived, discharged, or terminated except to the extent the same is evidenced in writing and duly executed by the party against whom enforcement of that change, waiver, discharge, amendment, termination or modification is sought.

     Section 14.3 Further Assurances. Each Party agrees at its own expense to execute all further instruments and documents and to take all additional actions as any other Party may reasonably require in order to effectuate the terms and purposes of this Agreement and the Transactions.

     Section 14.4 Governing Law; Consent to Jurisdiction. This Agreement shall be construed under and governed by Delaware law, without giving effect to the choice or conflicts of law provisions thereof to the extent those rules are not mandatorily applicable by statute and would require or permit the application of another jurisdiction’s laws. The Parties hereby agree to submit to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Southern District of New York in any action or proceeding arising out of or relating to this Agreement.

     Section 14.5 Notices.

          (a) All notices, requests, demands, and other communications made in connection with this Agreement shall be in writing and shall be (w) mailed by first-class,

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registered or certified mail, return receipt requested, postage prepaid, (x) transmitted by hand delivery, (y) mailed by Federal Express, or (z) sent by facsimile, addressed as follows:

(1)	If to WT and WTC, to:
	Wilmington Trust FSB Rodney Square North 1100 North Market Street Wilmington, DE 19890 Attention: Rodney P. Wood,                     President

with a copy to:

Wilmington Trust FSB
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attention: Gerard A. Chamberlain, Esquire
                    Secretary

(2)	If to Sellers, to:
	Bingham McCutchen LLP 150 Federal Street Boston, MA 02110-1726 Attention: Jay S. Zimmerman, Chair Fax: 617-951-4960
	with copies to:

Floyd I. Wittlin, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022
Fax: 212-702-3625

and

Legg Mason, Inc.
100 Light Street
Baltimore, MD 21202-1099
Attention: Peter L. Bain, Senior Executive Vice-President
Fax: (410) 454-3686

with copies to:

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Legg Mason, Inc.
100 Light Street
Baltimore, MD 21202-1099
Attention: General Counsel
Fax: (410) 454-4607

(3)	If to BLA, to:
	Bingham Legg Advisers LLC 45 Milk Street Boston, MA 02109 Attention: Chief Executive Officer Fax: 617-457-2025
	with copies to:

Floyd I. Wittlin, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022
Fax: 212-702-3625

or, in each case, such other address as may be specified in writing to the Party giving notice in accordance with this Section 14.5.

          (b) All such notices, requests, demands and other communications shall be deemed to have been received:

               (i) if mailed by first-class, registered or certified mail, return receipt requested, postage prepaid; on the third Business Day after mailing;

               (ii) if transmitted by hand delivery, on the day of delivery;

               (iii) if mailed by Federal Express, on the Business Day after mailing; and

               (iv) if sent by facsimile and the transmitting Party receives a transmission receipt dated the day of transmission in the recipient’s jurisdiction, on the next Business Day of transmission.

     Section 14.6 Assignability. Neither this Agreement nor any rights or obligations hereunder shall be assignable by any Party to any other Person without the prior written consent of the other Parties, except that WT may, with notice to the other Parties, assign any or all of its interests in this Agreement and its rights and obligations hereunder to any Person directly or indirectly wholly owned by WTC or one of its Affiliates. This Agreement shall be binding upon, enforceable by, and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

     Section 14.7 Captions and Sections; Schedule and Exhibit References. The captions in this Agreement are for convenience only and shall not affect the construction or interpretation of any term or provision hereof. Unless otherwise specified, references to a Section, Schedule or

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Exhibit in this Agreement are references to a Section of, or Schedule or Exhibit to, this Agreement.

     Section 14.8 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects by interpreting that invalid or unenforceable provision as nearly to the original meaning as possible so as to make it valid and enforceable or, if that is not possible or permitted by Applicable Law, by omitting that invalid or unenforceable provision.

     Section 14.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A signature page forwarded as a facsimile or electronic image for attachment to an assembled document shall be deemed delivery of an original signature page.

     Section 14.10 No Third-Party Beneficiaries. Except as provided in (a) Sections 7.5 and 7.6 (with respect to WT’s Affiliates), (b) Section 13.2 (with respect to the limitation of liability on termination of this Agreement), and (c) Article 12 (with respect to indemnification), nothing in this Agreement confers any rights on any Person except the Parties and their successors and permitted assigns.

     Section 14.11 Remedies for Section 9.2. Each Receiving Party acknowledges that any breach or attempted breach by that Party of the provisions of Section 9.2 will cause irreparable harm to the Disclosing Party, for which monetary damages will not be an adequate remedy. Accordingly, each Disclosing Party shall be entitled to apply for and obtain injunctive relief (temporary, preliminary, and permanent) to restrain the breach or threatened breach by a Receiving Party of, or otherwise to specifically enforce, any provision of Section 9.2, without the requirement to post a bond or provide other security. Nothing herein shall be construed as a limitation or waiver of any other right or remedy that may be available to the Disclosing Party for that breach or threatened breach. For emergency relief (including temporary and preliminary injunctive relief), an application may be made in any court of competent jurisdiction. Each Receiving Party further agrees that the subject matter and duration of the restrictions covered in Section 9.2 are reasonable in light of the facts as they exist today.

     Section 14.12 Integration. This Agreement (as it may be amended from time to time), together with the other Transaction Documents executed by one or more of the Parties and delivered to the other Parties in connection with this Agreement, constitute the entire agreement among the Parties with respect to the subject matter hereof, and supersede all prior agreements and understandings, oral or written, express or implied, with respect thereto.

     Section 14.13 Fees and Expenses.

          (a) The Sellers shall bear all expenses, costs and fees incurred by the Sellers and, up to the Closing, BLA in connection with the Transactions, including, without limitation, (1) all attorneys’, brokers’ and auditors’ fees incurred by BLA or the Sellers (other than such amounts as are payable to Berkshire by WT in accordance with Section 10.19 hereof)), (2) all expenses incurred by BLA or the Sellers in connection with the filings and submissions, and obtaining the consents and approvals from the Governmental Authorities and Client Consents, referred to in Section 9.1(b) and Section 7.1, (3) all expenses incurred by BLA and the Sellers in

43

connection with preparing, executing and delivering this Agreement and complying with it, whether or not the Transactions are consummated; and (4) all amounts payable under the Simmons Letter Agreement.

          (b) WT shall bear all expenses, costs and fees incurred by WT and WTC in connection with the Transactions, including, without limitation, (i) all attorneys’, brokers’ and auditors’ fees incurred by WT and WTC (and the amounts payable to Berkshire in accordance with Section 10.19 hereof), (ii) all expenses incurred by WT and WTC in connection with the filings and submissions, and obtaining the required Governmental Authority approvals, referred to in Section 9.1(a) and (iii) all expenses incurred by WT and WTC in connection with preparing, executing and delivering this Agreement and complying with it, whether or not the Transactions are consummated.

     Section 14.14 Tax Matters. WT and the Sellers acknowledge that the purchase of the LLC Interests shall terminate BLA for U.S. federal income tax purposes under Section 708 of the Code. WT and the Sellers will (and will cause BLA to) report the Transactions on all relevant tax returns in a manner consistent with Internal Revenue Service Ruling 99-6. All items of income, gain, loss, deduction and credit of BLA shall be apportioned for federal, state and local Tax purposes on the basis of an interim closing of the books as of the Closing. WT and the Sellers will, and will cause their respective Affiliates (including BLA) to, prepare all relevant tax returns in a manner consistent with this Section 14.14, and will not, and will not permit their respective Affiliates (including BLA) to, maintain any Tax position in connection with a government audit or other dispute or inquiry with respect to Taxes that is inconsistent with this Section 14.14.

     Section 14.15 Limitation on Damages. Notwithstanding any provision of this Agreement, no Party shall be liable for any consequential damages, including loss of revenue, income or profits, loss in value of assets or securities, punitive, speculative, treble, remote, special or indirect damages, or loss of business reputation or opportunity relating to the breach of this Agreement, including, for any claim based upon any multiplier of a Party’s earnings before interest, tax, depreciation or amortization, or any similar valuation metric, unless arising out of a claim for fraud.

     Section 14.16 WTC Guarantee. WTC hereby unconditionally and irrevocably guarantees to the Sellers the due and punctual payment and performance by WT and its successors and assigns of all obligations of WT and its successors and assigns under this Agreement. Sellers shall not be required to proceed first against WT or its successors or assigns before proceeding against WTC in respect of claims brought pursuant to the Agreement. The obligations of WTC shall not be discharged, impaired or affected in any way, except to the extent that WT’s obligations would be discharged, impaired or affected by any act or thing which would operate as a discharge of WTC as a matter of law.

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     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

BINGHAM MCCUTCHEN LLP
By:
	Name:	Jay S. Zimmerman
	Title:	Chairman
LEGG MASON, INC.
By:
	Name:	Peter L. Bain
	Title:	Senior Executive Vice President
BINGHAM LEGG ADVISERS LLC
By:
	Name:	Jay S. Zimmerman
	Title:	Chairman
WILMINGTON TRUST FSB
By:
	Name:	Rodney P. Wood
	Title:	Chairman and Chief Executive Officer
WILMINGTON TRUST CORPORATION
By:
	Name:	Rodney P. Wood
	Title:	Executive Vice President

EX-31 3 w37136exv31.htm RULE 13A-14(A) 15(D)-14(A) CERTIFICATIONS

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

EXHIBIT 31

CERTIFICATIONS

I, Ted T. Cecala, Chairman of the Board and Chief Executive Officer of Wilmington Trust Corporation, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Wilmington Trust Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007	/s/ Ted T. Cecala
	Ted T. Cecala
	Chairman of the Board and Chief Executive Officer

CERTIFICATIONS

I, David R. Gibson, Executive Vice President and Chief Financial Officer of Wilmington Trust Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wilmington Trust Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007	/s/ David R. Gibson
	David R. Gibson
	Executive Vice President and Chief Financial Officer

2

EX-32 4 w37136exv32.htm SECTION 1350 CERTIFICATION

SECTION 1350 CERTIFICATIONS

EXHIBIT 32

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES – OXLEY ACT OF 2002

The undersigned certify that, to their knowledge, the Form 10-Q of Wilmington Trust Corporation (the Corporation) for the second quarter of 2007 fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 and that the information contained in that report fairly presents, in all material respects, the financial condition and results of operation of the Corporation.

/s/ Ted T. Cecala  

Ted T. Cecala 

Chairman of the Board and Chief Executive Officer 

/s/ David R. Gibson  

David R. Gibson 

Executive Vice President and Chief Financial Officer 

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EX-31

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

EXHIBIT 31

CERTIFICATIONS

I, Ted T. Cecala, Chairman of the Board and Chief Executive Officer of Wilmington Trust Corporation, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Wilmington Trust Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007	/s/ Ted T. Cecala
	Ted T. Cecala
	Chairman of the Board and Chief Executive Officer

CERTIFICATIONS

I, David R. Gibson, Executive Vice President and Chief Financial Officer of Wilmington Trust Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wilmington Trust Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007	/s/ David R. Gibson
	David R. Gibson
	Executive Vice President and Chief Financial Officer

2

EX-32

SECTION 1350 CERTIFICATIONS

EXHIBIT 32

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES – OXLEY ACT OF 2002

The undersigned certify that, to their knowledge, the Form 10-Q of Wilmington Trust Corporation (the Corporation) for the second quarter of 2007 fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 and that the information contained in that report fairly presents, in all material respects, the financial condition and results of operation of the Corporation.

/s/ Ted T. Cecala  

Ted T. Cecala 

Chairman of the Board and Chief Executive Officer 

/s/ David R. Gibson  

David R. Gibson 

Executive Vice President and Chief Financial Officer