SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FOLEY DONALD E

(Last)

(First)

(Middle)

1100 NORTH MARKET STREET

RODNEY SQUARE NO.

(Street)

WILMINGTON

19890

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WILMINGTON TRUST CORP [ WL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/18/2011

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/16/2011		F⁽¹⁾		8,881	D	$4.45	14,637.447⁽²⁾	D
Common Stock	05/16/2011		D⁽³⁾		14,637.447	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽⁴⁾	05/16/2011		D			7,687.472	⁽⁵⁾	⁽⁵⁾	Common Stock	7,687.472	⁽⁵⁾	0	D
Stock Units	⁽⁴⁾	05/16/2011		D			6,174.767	⁽⁶⁾	⁽⁶⁾	Common Stock	6,174.767	⁽⁶⁾	0	D
Non-Statutory Stock Options⁽⁷⁾	$43.7	05/16/2011		D			3,500	02/15/2010	02/10/2017	Common Stock	3,500	⁽⁸⁾	0	D
Non-Statutory Stock Option⁽⁷⁾	$33.08	05/16/2011		D			5,000	02/14/2011	02/12/2018	Common Stock	5,000	⁽⁸⁾	0	D
Non-Statutory Stock Option⁽⁷⁾	$10.63	05/16/2011		D			10,000	04/23/2012	04/22/2019	Common Stock	10,000	⁽⁸⁾	0	D
Non-Statutory Stock Option⁽⁷⁾	$12.86	05/16/2011		D			10,000	02/18/2013	02/17/2020	Common Stock	10,000	⁽⁸⁾	0	D

Explanation of Responses:

1. Reporting person paid tax liability on the vesting of restricted stock by having shares withheld.

2. Includes 55.447 shares held by Wells Fargo, N.A. pursuant to dividend reinvestmetn plan of issuer as of August 16, 2010.

3. Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 751.9549 shares of M&T Bank Corporation common stock having a market value of $86.39 per share on the effective date of the merger.

4. One-for-one.

5. Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 394.92 phantom stock units of M&T Bank Corporation having a market value of $86.39 per unit on the effective date of the merger. These phantom stock units may be exercised only for cash and only following the termination of the reporting person's service as a director.

6. Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 317.21 stock units of M&T Bank Corporation having a market value of $86.39 per unit on the effective date of the merger. These stock units will be settled in shares of M&T Bank Corporation common stock following the termination of the reporting person's service as a director.

7. (Right to buy.)

8. This option was canceled pursuant to merger agreement between issuer and M&T Bank Corporation.

	Gerard A. Chamberlain, Attorney-in-Fact Pursuant to Limited Power of Attorney	05/23/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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