11-K

FORM 11-K

þ ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended May 31, 2008

OR

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

For the Transition Period From                      to                     

Commission file number: 1-14659

A.	Full Title of Plan: 2004 Employee Stock Purchase Plan
B.	Name of issuer of the securities held pursuant to the plan and address of its principal executive office:

Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001

1. The 2004 Employee Stock Purchase Plan affords staff members the opportunity to acquire shares of Wilmington Trust Corporation’s stock.

2.	a.	The written consent of the independent registered public accounting firm with respect to the financial statements for the 2004 Employee Stock Purchase Plan is attached hereto as Exhibit 23.
	b.	The financial statements required to be filed for the 2004 Employee Stock Purchase Plan are attached hereto as Exhibit 99.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the following individuals, who administer the 2004 Employee Stock Purchase Plan, have signed this Form 11-K as of August 29, 2008.

/s/ William J. Farrell II	(SEAL)
William J. Farrell II, Chairman
/s/ Gerard A. Chamberlain	(SEAL)
Gerard A. Chamberlain
/s/ I. Gail Howard	(SEAL)
I. Gail Howard
/s/ Kevyn N. Rakowski	(SEAL)
Kevyn N. Rakowski

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EXHIBIT INDEX

Exhibit Number		Exhibit	Page Number
	23	Consent of independent registered public accounting firm		5
	99	Financial statements		7

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EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

The Wilmington Trust Corporation
Benefits Administration Committee:

We consent to the incorporation by reference in the registration statement (No: 333-114597) on Form S-8 of Wilmington Trust Corporation of our report dated August 29, 2008, with respect to the statements of financial condition of the Wilmington Trust Corporation 2004 Employee Stock Purchase Plan (the Plan) as of May 31, 2008 and 2007, and the related statements of changes in participants’ equity for each of the years in the three-year period ended May 31, 2008, which report appears in the May 31, 2008 annual report on Form 11-K of the Wilmington Trust Corporation 2004 Employee Stock Purchase Plan. Our report refers to the termination of the Plan on May 31, 2008.

/s/ KPMG LLP

Philadelphia, Pennsylvania
August 29, 2008

EX-99

FINANCIAL STATEMENTS

WILMINGTON TRUST CORPORATION

2004 EMPLOYEE STOCK PURCHASE PLAN

FINANCIAL STATEMENTS

MAY 31, 2008 AND 2007

WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

WILMINGTON TRUST CORPORATION
2004 EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

FINANCIAL STATEMENTS

	PAGE
Report of Independent Registered Public Accounting Firm		1
Statements of Financial Condition as of May 31, 2008 and 2007		2
Statements of Changes in Participants’ Equity for the years ended May 31, 2008, 2007 and 2006		3
Notes to Financial Statements		4

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Report of Independent Registered Public Accounting Firm

Wilmington Trust Corporation
Benefits Administration Committee:

We have audited the accompanying statements of financial condition of the Wilmington Trust Corporation 2004 Employee Stock Purchase Plan (the Plan) as of May 31, 2008 and 2007, and the related statements of changes in participants’ equity for each of the years in the three-year period ended May 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of May 31, 2008 and 2007, and the related statements of changes in participants’ equity for each of the years in the three-year period ended May 31, 2008, in conformity with U.S. generally accepted accounting principles.

Note B of the accompanying financial statements discloses that, on May 31, 2008, the Plan was terminated in accordance with the plan agreement and replaced with the Wilmington Trust Corporation 2008 Employee Stock Purchase Plan.

/s/ KPMG LLP

Philadelphia, Pennsylvania

August 29, 2008

WILMINGTON TRUST CORPORATION
2004 EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF FINANCIAL CONDITION

	May 31,		May 31,
	2008		2007
ASSETS
Cash	$	556,191	$	3,411,709
LIABILITIES AND PARTICIPANTS’ EQUITY
Taxes withheld for participants	$	—	$	1,073
Participants’ equity		556,191		3,410,636
Total liabilities and participants’ equity	$	556,191	$	3,411,709

See notes to financial statements.

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WILMINGTON TRUST CORPORATION
2004 EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF CHANGES IN PARTICIPANTS’ EQUITY

	Years Ended May 31,
	2008			2007		2006
ADDITIONS
Investment income – interest	$	635		$	3,981	$	2,918
OTHER ADDITIONS
Contributions from participants (including amounts due back to participants of $717, $1,506 and $2,118 at May 31, 2008, 2007 and 2006, respectively)		555,556			3,407,728		3,127,826
		556,191			3,411,709		3,130,744
DEDUCTIONS
Distributions to participants:
Wilmington Trust Corporation common stock (Note C)		3,406,222			3,125,708		3,133,542
Cash		5,487			5,036		61,653
		3,411,709			3,130,744		3,195,195
NET ADDITIONS/ (DEDUCTIONS)		(2,855,518	)		280,965		(64,451	)
PARTICIPANTS’ EQUITY AT BEGINNING OF YEAR		3,411,709			3,130,744		3,195,195
PARTICIPANTS’ EQUITY AT END OF YEAR	$	556,191		$	3,411,709	$	3,130,744

See notes to financial statements.

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WILMINGTON TRUST CORPORATION
2004 EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2008 AND 2007

NOTE A — SIGNIFICANT ACCOUNTING POLICIES

Investments consist of interest-bearing savings accounts held by Wilmington Trust Company, a related party. Those accounts are carried at fair market value.

The administrative costs of the 2004 Employee Stock Purchase Plan (the “Plan”) of Wilmington Trust Corporation (the “Corporation”) are paid by the Corporation.

The financial statements of the Plan are prepared on the accrual basis. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Securities transactions are recorded on a trade date basis. Income from investments is recorded when earned.

NOTE B — DESCRIPTION OF PLAN

The Board of Directors of the Corporation approved the Plan on February 26, 2004. The Corporation’s stockholders approved the Plan on April 15, 2004, to commence on June 1, 2004. The Board of Directors had the authority to amend or terminate the plan at any time; however, the plan terminated automatically on May 31, 2008. The Plan replaced the Corporation’s 2000 Employee Stock Purchase Plan, which terminated on May 31, 2004 and contained substantially similar provisions. The Plan provides for the purchase of up to 800,000 shares of the Corporation’s common stock by eligible employees. For any annual offering period, each eligible employee may have elected to have up to the lesser of 10% of his or her annual base salary or $25,000 deducted from his or her pay and accumulated with interest until the end of the offering period. The minimum contribution must be an amount equal to the offering price of five shares. The annual offering period that is the subject of these financial statements began June 28, 2007, and ended May 31, 2008.

Eligibility

Employees of the Company and those of its subsidiaries who had completed at least one month of continuous service and were scheduled to work more than 15 hours per week and more than five months per calendar year were eligible to participate in the Plan as of the first day of the offering period beginning at least one month after the employee’s first day of employment.

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WILMINGTON TRUST CORPORATION
2004 EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2008 AND 2007

Participant Accounts

The Plan is a defined contribution plan under which a separate individual account is established for each participant. At the end of each annual offering period, the balance in each participant’s payroll deduction account is applied to the purchase of the largest number of full shares of the Corporation’s common stock possible without exceeding the maximum number of shares the participant elected. For the most recent plan year, the price at which the shares are deemed to have been purchased is equal to 85% of the last sale price of the Corporation’s common stock on the New York Stock Exchange at the beginning of the offering period. Any unused balance in a participant’s account at the end of an offering period is refunded to the participant, with interest. Shares to be purchased under the Plan are authorized common shares of the Corporation.

Shares to be delivered to an employee will be registered in the employee’s name.

The Plan had 353 participants at May 31, 2008 and 1,128 participants at May 31, 2007.

Termination of Plan

On February 28, 2008, the Board of Directors of the Corporation adopted the Wilmington Trust Corporation 2008 Employee Stock Purchase Plan, which replaces the Plan with a new plan which contains substantially similar provisions. The Corporation’s stockholders approved the new plan on April 17, 2008. The Board of Directors has the authority to amend or terminate the new plan at any time; however, the new plan will terminate automatically on May 31, 2013.

NOTE C — RELATED PARTY TRANSACTIONS

The Benefits Administration Committee administers the Plan as well as issues its common stock to participants.

The Corporation issued 15,143 shares of its common stock at $36.64 per share for the annual offering period ended May 31, 2008, 91,911 shares of its common stock at $37.06 per share for the annual offering period ended May 31, 2007, and 102,348 shares of its common stock at $30.54 per share for the annual offering period ended May 31, 2006. The Plan disbursed $554,839, $3,406,222, and $3,125,708 from the Plan to purchase those shares in June 2008, 2007, and 2006, respectively. The $1,352 in plan assets remaining after the disbursement in 2008 reflects amounts due back to participants related to overpayments and interest.

Plan investments consist of interest-bearing savings accounts held by Wilmington Trust Company, a related party.

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WILMINGTON TRUST CORPORATION
2004 EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2008 AND 2007

NOTE D — INCOME TAX STATUS

It is the intention of the Corporation to have the Plan qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the provisions of the Plan are construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code. At the time of issuance to the individual, the difference between the purchase price and the fair market value of the stock purchased under the Plan is not includable in the participant’s gross income for federal income tax purposes.

NOTE E — TERMINATION

As described in Note B, the Plan was terminated on May 31, 2008 in accordance with the Plan document. Options previously granted were not affected by the termination.

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