WILMINGTON TRUST CORP, DEF 14A, 1997-03-17

WILMINGTON TRUST CORP
DEF 14A, 1997-03-17
STATE COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Wilmington Trust Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------
<PAGE> 2

[Logo] WILMINGTON TRUST CORPORATION
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890

MARCH 5, 1997

Dear Stockholders:

You are cordially invited to attend the Annual Stockholders' Meeting (the
"Annual Meeting") of Wilmington Trust Corporation (the "Corporation") to be held
on April 17, 1997, at the Rodney Square Club, Wilmington Trust Center, Twelfth
Floor, Rodney Square North, 1100 North Market Street, Wilmington, Delaware at
10:00 a.m. local time.

Enclosed is a Notice of Annual Stockholders' Meeting, Proxy Statement and
Form of Proxy. At the meeting, you will be asked to consider and vote upon,
among other things, the upcoming election of seven directors to the
Corporation's Board of Directors. The Board of Directors recommends that you
vote in favor of the election of the directors described herein.

Your vote is important regardless of the number of shares of common stock
you own. Whether or not you plan to attend the Annual Meeting, please sign, date
and return your proxy cards as soon as possible in the postage-paid envelope
which is provided. This will not prevent you from voting in person at the Annual
Meeting, but will assure that your vote is counted if you are unable to attend.
I look forward to seeing you on April 17, 1997.

Details concerning the Corporation appear in the accompanying Proxy
Statement and Annual Report. Please review this information carefully.

Yours truly,

/s/ Ted T. Cecala

Ted T. Cecala,
Chairman of the Board and
Chief Executive Officer
<PAGE> 3

WILMINGTON TRUST CORPORATION
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890-0001

NOTICE OF ANNUAL STOCKHOLDERS' MEETING -- APRIL 17, 1997

TO THE STOCKHOLDERS OF WILMINGTON TRUST CORPORATION:

The 1997 Annual Stockholders' Meeting (the "Annual Meeting") of WILMINGTON
TRUST CORPORATION will be held at the Rodney Square Club, Wilmington Trust
Center, Twelfth Floor, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware, on April 17, 1997 at 10:00 a.m. local time, to consider
and vote upon the following proposals:

1. To elect seven directors for a term of three years, or until their
successors are elected and qualified;

2. To ratify the appointment of the Corporation's independent public
accountants for the current year; and

3. To transact any other business which may be properly brought before the
Annual Meeting and any adjournment or postponement thereof.

You are invited to attend the Annual Meeting. Each stockholder, even though
now planning to attend the Annual Meeting, is requested to sign, date and return
the enclosed proxy card without delay in the enclosed, postage-paid envelope.
You may revoke the proxy at any time before its exercise. Any stockholder
present at the Annual Meeting may revoke his or her proxy and vote personally on
each matter brought before the meeting. Only stockholders of record at the close
of business on March 5, 1997 are entitled to notice of and to vote at the Annual
Meeting and any adjournment or postponement thereof.

The accompanying form of proxy is being solicited by the Corporation's
Board of Directors. The Board of Directors does not know of any matter which
will be presented for consideration at the Annual Meeting except as indicated
above. If other matters are properly presented at the Annual Meeting, the
persons named in the accompanying form of proxy or their duly constituted
substitutes acting at the Annual Meeting will be deemed authorized to vote or
otherwise act thereon in accordance with the judgment of the Board of Directors
on those matters.

The attached Proxy Statement constitutes a part of this Notice and is
incorporated by reference herein. By order of the Board of Directors.

/s/ Ted T. Cecala,
Chairman of the Board
and Chief Executive Officer

Wilmington, Delaware
March 5, 1997
<PAGE> 4

WILMINGTON TRUST CORPORATION

PROXY STATEMENT FOR THE

ANNUAL STOCKHOLDERS' MEETING TO BE HELD ON APRIL 17, 1997
------------------------

WILMINGTON TRUST CORPORATION

PROXY STATEMENT

This document is the Proxy Statement for the Annual Stockholders' Meeting
(the "Annual Meeting") of Wilmington Trust Corporation, a Delaware corporation
(the "Corporation"), to be held at the Rodney Square Club, Wilmington Trust
Center, Rodney Square North, 1100 North Market Street, Wilmington, Delaware on
April 17, 1997 at 10:00 a.m. local time, and any adjournment or postponement
thereof. This proxy statement is being furnished to the Corporation's
stockholders in connection with the solicitation of proxies by the Corporation's
Board of Directors (the "Board of Directors") for use at the Annual Meeting. The
purposes of the Annual Meeting are to consider and vote upon proposals to: (1)
elect seven directors of the Corporation for a term of three years, or until
their successors are elected and qualified; (2) ratify the appointment of the
Corporation's independent public accountants for the current year; and (3)
transact such other business as may properly come before the Annual Meeting and
any adjournment or postponement thereof. The date of this Proxy Statement is
March 5, 1997 and, together with the accompanying proxy card, is first being
sent or given to the Corporation's stockholders on or about March 17, 1997.

The delivery of this Proxy Statement does not imply that the information
set forth or incorporated herein is correct as of any time subsequent to its
date.

AVAILABLE INFORMATION

The Corporation is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance therewith, the Corporation is required to file annual reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, statements of
beneficial ownership of the Corporation's securities by directors and executive
officers on Forms 3, 4 and 5, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Copies of these documents
can be inspected and copied at the public reference facilities the Commission
maintains at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The
Commission maintains a Web site which contains reports, proxy and information
statements and other information regarding registrants which file electronically
with the Commission. The address of that site is (http://www.sec.gov). Copies of
those documents can also be obtained at prescribed rates from the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Corporation's common stock is listed and admitted to trading on the National
Association of Securities Dealers Automated Quotation System, Inc. ("Nasdaq"),
1735 K Street, N.W., Washington, D.C. 20006.

In addition, in accordance with the Commission's rules in connection with
annual stockholders' meetings, proxy statements accompanied or preceded by
annual reports to stockholders are required to be furnished to the Corporation's
stockholders. These reports contain financial information which has been
examined and reported upon, with an opinion expressed by, an independent public
accounting firm.

A copy of the Corporation's Annual Stockholders' Report for the fiscal year
ended December 31, 1996 (the "Annual Report") is being sent to all of the
Corporation's stockholders with this Proxy Statement. The Annual Report contains
consolidated financial statements, prepared in conformity with generally
accepted accounting principles, for the years ended December 31, 1996, 1995 and
1994, together with certain other information, and should be read in conjunction
with this Proxy Statement. An additional copy of the Annual Report will be
furnished promptly upon written or oral request without charge to stockholders
and beneficial owners of the Corporation's common stock by requesting a copy of
the Annual Report from Thomas P. Collins, Esquire, Vice President and Secretary,
Wilmington Trust Corporation, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, (302) 651-1693.

------------------------

i
<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION............................................................... i

SUMMARY............................................................................. iii
GENERAL INFORMATION................................................................. 1
Solicitation of Proxies........................................................... 1
Voting and Revocation of Proxies.................................................. 1
Vote Required..................................................................... 2
Voting Securities and Principal Holders........................................... 2
Corporation's Common Stock Held in Certain Trust Capacities....................... 2

PROPOSAL ONE: ELECTION OF DIRECTORS................................................. 3
Corporation's Common Stock Held by Directors, Nominees and Executive Officers..... 6
Committees of the Board of Directors.............................................. 7
Executive Officers Who Are Not Directors.......................................... 9
Executive Compensation............................................................ 11
Summary Compensation Table..................................................... 11
Option Grant Table............................................................. 12
Option Exercises and Year-End Value Table...................................... 13
Change in Control Agreements................................................... 13
Pension Benefits............................................................... 15
Stock Performance Graph........................................................ 16
Board Compensation Committee Report on Executive Compensation.................. 19
Compensation Committee Interlocks and Insider Participation....................... 21
Section 16(a) Beneficial Ownership Reporting Compliance........................... 21
Directors' Compensation........................................................... 22

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS......... 22

TRANSACTIONS WITH MANAGEMENT........................................................ 23

AVAILABILITY OF FORM 10-K........................................................... 23

PROPOSALS OF STOCKHOLDERS........................................................... 23

OTHER MATTERS....................................................................... 24
</TABLE>

ii
<PAGE> 6

SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS PROXY STATEMENT, AND IS NOT INTENDED TO BE A COMPLETE DISCUSSION OF THE
MATTERS DESCRIBED HEREIN. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE
DETAILED INFORMATION CONTAINED IN THIS PROXY STATEMENT AND THE DOCUMENTS
REFERRED TO HEREIN. STOCKHOLDERS ARE URGED TO REVIEW THIS PROXY STATEMENT
CAREFULLY IN ITS ENTIRETY. CERTAIN CAPITALIZED TERMS USED IN THIS SUMMARY ARE
DEFINED ELSEWHERE IN THIS PROXY STATEMENT.

GENERAL

This Proxy Statement relates to the Corporation's 1997 Annual Stockholders'
Meeting (the "Annual Meeting").

ANNUAL STOCKHOLDERS' MEETING

TIME AND PLACE OF THE ANNUAL MEETING

The Annual Meeting will be held on April 17, 1997 at the Rodney Square
Club, Wilmington Trust Center, Twelfth Floor, Rodney Square North, 1100 North
Market Street, Wilmington, Delaware at 10:00 a.m. local time. See the
accompanying Notice of Annual Stockholders' Meeting and "General Information --
Solicitation of Proxies."

RECORD DATE

The Board of Directors has fixed the close of business on March 5, 1997 as
the record date for determining stockholders entitled to notice of, and to vote
at, the Annual Meeting and at any adjournment or postponement thereof (the
"Record Date"). As of March 4, 1997, there were 33,918,012 shares of the
Corporation's common stock issued and outstanding and entitled to vote. See
"General Information -- Voting and Revocation of Proxies."

PURPOSES OF THE ANNUAL MEETING; QUORUM; VOTE REQUIRED

The purposes of the Annual Meeting are to consider and vote upon proposals
to: (1) elect seven directors of the Corporation for a term of three years, or
until their successors are elected and qualified; (2) ratify the appointment of
the Corporation's independent public accountants for the current year; and (3)
transact such other business as may properly come before the Annual Meeting and
any adjournment or postponement thereof. Stockholders of record on the Record
Date are entitled to one vote per share on any matter which may properly come
before the Annual Meeting. See "General Information."

The presence, in person or by proxy, of the holders of a majority of the
shares of the Corporation's common stock issued and outstanding on the Record
Date is necessary to constitute a quorum at the Annual Meeting. The affirmative
vote of a plurality of the shares of the Corporation's common stock represented
at the Annual Meeting in person or by proxy is required for the election of
directors. The affirmative vote of a majority of the shares of the Corporation's
common stock issued and outstanding and entitled to vote on the Record Date is
required for approval of other proposals submitted to the Corporation's
stockholders.

ADDITIONAL INFORMATION

For additional information, telephone Thomas P. Collins, Esquire, Vice
President and Secretary, Wilmington Trust Corporation, at (302) 651-1693.

iii
<PAGE> 7

GENERAL INFORMATION

SOLICITATION OF PROXIES

This Proxy Statement and the accompanying form of proxy are being furnished
to the Corporation's stockholders in connection with the solicitation of proxies
by the Board of Directors for use at the Annual Meeting and any adjournment or
postponement thereof. The purposes of the Annual Meeting are as stated in the
accompanying Notice of Annual Stockholders' Meeting. This Proxy Statement is
expected to be mailed to the Corporation's stockholders on or about March 17,
1997.

The cost of soliciting proxies for the Annual Meeting will be borne by the
Corporation. That solicitation will be conducted primarily by mail. However,
directors, officers and employees of the Corporation may solicit proxies for the
Annual Meeting personally or by telephone or telegram without additional
remuneration therefor. The Corporation also will provide persons, firms, banks
and corporations holding shares in their names or in the names of nominees,
which in either case are beneficially owned by others, proxy materials for
transmittal to such beneficial owners. In addition, the Corporation will, upon
request, reimburse those record owners for their expenses in transmitting such
material. The Corporation has retained D.F. King & Co., Inc., a proxy soliciting
firm, to assist in soliciting proxies for a fee of $7,000 (plus reasonable
out-of-pocket expenses).

VOTING AND REVOCATION OF PROXIES

The Board of Directors has fixed the close of business on March 5, 1997 as
the record date for determining the holders of the Corporation's common stock
entitled to receive notice of, and to vote at, the Annual Meeting. Only holders
of the Corporation's common stock of record at the close of business on that
date will be entitled to vote at the Annual Meeting and any adjournment or
postponement thereof. At the close of business on March 4, 1997, there were
33,918,012 shares of the Corporation's common stock issued and outstanding and
entitled to vote.

The holders of shares of the Corporation's common stock outstanding on the
record date will be entitled to one vote for each share of the Corporation's
common stock held of record upon each matter properly submitted for
consideration at the Annual Meeting and any adjournment or postponement thereof.
The presence, in person or by proxy, of at least a majority of the total number
of outstanding shares of the Corporation's common stock on the record date is
necessary to constitute a quorum at the Annual Meeting. Shares of voting stock
represented by a properly signed and returned proxy will be treated as present
at the Annual Meeting for purposes of determining a quorum, without regard to
whether the proxy is marked as casting a vote or abstaining. In addition, shares
of voting stock represented by "broker non-votes" (i.e., shares of voting stock
held in record name by brokers or nominees as to which (1) instructions have not
been received from the beneficial owners or persons entitled to vote, (2) the
broker or nominee does not have discretionary voting power and (3) the
recordholder has indicated on the proxy card or otherwise notified the
Corporation that it does not have authority to vote those shares on that matter)
will be treated as present for purposes of determining a quorum.

If the enclosed form of proxy is properly executed and returned to the
Corporation in time to be voted at the Annual Meeting and any adjournment or
postponement thereof, and that proxy is not revoked before its use, the shares
of the Corporation's common stock represented thereby will be voted in
accordance with the instructions marked thereon. EXECUTED PROXIES WITH NO
INSTRUCTIONS INDICATED THEREON WITH RESPECT TO THE PROPOSALS SET FORTH IN THE
ACCOMPANYING NOTICE OF ANNUAL STOCKHOLDERS' MEETING WILL BE VOTED FOR EACH
PROPOSAL FOR WHICH NO INSTRUCTIONS ARE GIVEN. The Board of Directors is not
aware of any matters other than those set forth in the Notice of Annual Meeting
which will be brought before the Annual Meeting. If any other matter properly
comes before the Annual Meeting or any adjournment or postponement thereof, the
persons named in the accompanying proxy will vote the shares of the
Corporation's common stock represented by all properly executed proxies on those
matters in such manner as the Board of Directors determines in its best
judgment.

The presence of a stockholder at the Annual Meeting will not automatically
revoke that stockholder's proxy. However, a stockholder may revoke a proxy at
any time before its exercise at the Annual Meeting by

1
<PAGE> 8

(1) delivering to the Corporation's Secretary a written notice of revocation
before the Annual Meeting, (2) delivering to the Corporation's Secretary a
subsequent proxy or (3) attending the Annual Meeting, filing a written notice of
revocation with the Corporation's Secretary at the Annual Meeting and voting in
person. If a stockholder desires to give a proxy to someone other than the named
management proxies, he or she may cross out the names appearing on the enclosed
card and insert the name of another person who will attend the Annual Meeting.
The persons named in the proxy to represent stockholders at the Annual Meeting
are David R. Gibson, Senior Vice President and Chief Financial Officer of the
Corporation and Senior Vice President of Wilmington Trust Company, the
Corporation's principal banking subsidiary (the "Bank"), and Thomas P. Collins,
Vice President and Secretary of the Corporation and the Bank.

VOTE REQUIRED

The affirmative vote of a plurality of the shares of the Corporation's
common stock represented in person or by proxy at the Annual Meeting is required
for the election of directors. Accordingly, abstentions and broker non-votes
with respect to the election of directors will not affect the election of the
candidates receiving the plurality of votes.

The affirmative vote of the holders of a majority of the shares of the
Corporation's common stock issued and outstanding and entitled to vote on the
Record Date is required to approve all other proposals at the Annual Meeting.
Accordingly, abstentions and broker non-votes with respect to such proposals
will have the same effect as votes against those proposals.

Votes cast at the Annual Meeting will be tabulated by the persons the
Corporation appoints to act as inspectors of election for the Annual Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS

Only stockholders of record on the record date will be entitled to vote at
the Annual Meeting. On March 4, 1997, there were 33,918,012 shares of the
Corporation's common stock outstanding, with each share entitled to one vote.

The number of shares of the Corporation's common stock owned by the
Corporation's directors, nominees and executive officers is set forth below
under the caption "Election of Directors."

CORPORATION'S COMMON STOCK HELD IN CERTAIN TRUST CAPACITIES

As set forth in the table below, as of February 14, 1996, the Personal
Financial Services Department, Corporate Financial Services Department,
Investment Management Department and Private Banking Division of the Bank,
Wilmington Trust of Pennsylvania and Wilmington Trust FSB, the Corporation's
other direct, wholly-owned subsidiaries (all of the foregoing depository
institutions sometimes hereinafter are collectively referred to as the "Banks"),
each of which performs trust services on behalf of certain of the Banks'
customers (individually and collectively, a "Trust Area"), held shares of the
Corporation's common stock in various capacities for the benefit of others.

<TABLE>
<CAPTION>
PERCENT OF
NUMBER TOTAL SHARES
OF SHARES OUTSTANDING
--------- ------------
<S> <C> <C>
Category #1 -- Shares of the Corporation's common stock which
may be voted by one of the Trust Areas in its sole
discretion................................................. 1,825,322 5.38%
Category #2 -- Shares of the Corporation's common stock which
may be voted only upon the direction of someone other than
a Trust Area............................................... 2,433,473 7.18%
Category #3 -- All other shares of the Corporation's common
stock held by one of the Trust Areas....................... 540,762 1.59%
</TABLE>

2
<PAGE> 9

Shares of the Corporation's common stock held in each category will be
determined as of the Record Date, and will be voted by the relevant Trust Area
as follows:

Category #1 -- Will be voted by the relevant Trust Area.

Category #2 -- Will be voted in accordance with the direction given by
someone other than a Trust Area.

Category #3 -- Will be voted by the relevant Trust Area.

The shares of the Corporation's common stock in Category #1 will be voted
in a manner consistent with the relevant Trust Area's fiduciary duties to each
account. With respect to Category #3, the relevant Trust Area will make voting
recommendations to the consent advisor consistent with its fiduciary duties to
each account. Although no Trust Area has yet considered the proposals set forth
in this Proxy Statement, and although there may be individual account
considerations which will affect the voting of these shares of the Corporation's
common stock, as a matter of policy, the Trust Areas tend to support management
of the companies in which they have invested.
------------------------

PROPOSAL ONE

ELECTION OF DIRECTORS
------------------------

The shares of the Corporation's common stock represented by the enclosed
proxy will be voted or not voted for the election of seven director nominees
named in this section in accordance with stockholder instructions. If no
instructions are given, signed proxies will be voted FOR that election. The
Corporation's Certificate of Incorporation requires a classified board of not
more than 25 directors, with the exact number being fixed by the Board of
Directors from time to time. The number of directors currently authorized is 20.
Under the Restated Certificate of Incorporation, the Corporation's directors are
grouped into three classes for staggered terms, with one class to be elected at
an annual stockholders' meeting to serve for three years or until its successors
are elected and qualified.

Any proxies received pursuant to this solicitation cannot be voted for a
greater number of persons than the seven nominees. If any nominee named in this
Proxy Statement is unable to serve as a director, it is intended that the
enclosed proxy will be voted for such person or persons as the Board of
Directors nominates. Thomas L. Gossage, a director since 1992, resigned on
January 1, 1997. R. Keith Elliott was appointed to the Board of Directors on
January 16, 1997.

CLASS OF 2000
VOTING IS FOR THIS CLASS

<TABLE>
<CAPTION>
DIRECTOR DIRECTOR BIOGRAPHICAL AND
(AGE AT 12/31/96) SINCE OTHER INFORMATION
- --------------------------------------- -------- ---------------------------------------------
<S> <C> <C>
Ted T. Cecala (47)..................... 1996 Since July 1, 1996, chairman of the board and
chief executive officer of the Corporation
and the Bank; formerly, vice chairman and
chief operating officer of the Corporation
and the Bank (January 1, 1996-June 30,
1996); executive vice president and chief
financial officer of the Corporation and
the Bank (1990-1995).
</TABLE>

3
<PAGE> 10

<TABLE>
<CAPTION>
DIRECTOR DIRECTOR BIOGRAPHICAL AND
(AGE AT 12/31/96) SINCE OTHER INFORMATION
- --------------------------------------- -------- -----------------------------------------------
<S> <C> <C>
Richard R. Collins (60)................ 1989 Since January 1993, chairman of Collins,
Inc., a consulting firm for various insurance
industry associations and financial and
non-financial companies focusing on
international expansion; since January
1993, consultant for American Life Insur-
ance Company; since 1993, chairman of
Intercontinental Finance Group, an
insurance and financial planning company;
formerly, chief executive officer and chief
operating officer of American Life
Insurance Company (1981-1992).

Andrew B. Kirkpatrick, Jr. (67)........ 1983 Since 1995, counsel to the law firm of
Morris, Nichols, Arsht and Tunnell; formerly
a partner in that firm (1958-1995).

Hugh E. Miller (61).................... 1982 Retired executive; formerly vice chairman of
ICI Americas; with parent Imperial Chemicals
Industries PLC for 20 years until 1990,
including management positions in Europe
and the United States; director of MGI
Pharma, Inc.

David P. Roselle (57).................. 1991 Since May 1990, president of the University
of Delaware.

Thomas P. Sweeney (60)................. 1983 Since 1967, partner, member of the law firm
of Richards, Layton & Finger, P.A.

Mary Jornlin-Theisen (69).............. 1981 Civic leader; formerly manager of public
affairs program of Hercules Incorporated
(1981); New Castle County Executive
(1976-1980); Treasurer of the State of
Delaware (1972-1976).
</TABLE>

The affirmative vote of a plurality of the shares of the Corporation's
common stock represented in person or by proxy at the Annual Meeting is required
for the election of directors.

The Board of Directors recommends that stockholders vote FOR the election
of the directors described above.

The following persons are currently directors in the two other classes.
Their terms will expire at the annual stockholders' meetings in 1998 and 1999,
respectively.

CLASS OF 1998
THIS CLASS WAS ELECTED AT THE 1995 ANNUAL STOCKHOLDERS' MEETING

<TABLE>
<CAPTION>
DIRECTOR DIRECTOR BIOGRAPHICAL AND
(AGE AT 12/31/96) SINCE OTHER INFORMATION
- --------------------------------------- -------- ---------------------------------------------
<S> <C> <C>
Robert H. Bolling, Jr. (70)............ 1971 Retired executive; formerly consulting
engineer for R. H. Bolling, Jr., P.E. a
consulting engineering firm (1962-1996).

Charles S. Crompton, Jr. (60).......... 1982 Since 1966, partner in the law firm of
Potter, Anderson & Corroon.

H. Stewart Dunn, Jr. (67).............. 1988 Since 1962, partner in the law firm of Ivins,
Phillips & Barker.
</TABLE>

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<PAGE> 11

<TABLE>
<CAPTION>
DIRECTOR DIRECTOR BIOGRAPHICAL AND
(AGE AT 12/31/96) SINCE OTHER INFORMATION
- --------------------------------------- -------- ---------------------------------------------
<S> <C> <C>
Edward B. du Pont (62)................. 1986 Private investor. Since 1978, director of E.
I. du Pont de Nemours and Company and
Atlantic Aviation Corporation.

R. Keith Elliott (54).................. 1997 Since January 1997, chairman of the board and
chief executive officer of Hercules
Incorporated; formerly, president and chief
executive officer of that company (August
1996-December 1996); president and chief
operating officer of that company
(1995-1996); chief financial officer of
that company (1992-1995); director of that
company and of Alliant Techsystems, Inc.

Stacey J. Mobley (51).................. 1991 Since 1992, senior vice president, external
affairs, E.I. du Pont de Nemours and Company;
formerly vice president, Federal affairs,
of that company (1986-1992).

Bernard J. Taylor, II (71)............. 1979 Retired executive; formerly chairman of the
board and chief executive officer of the
Corporation (1990-1992); chairman of the
board of the Bank (1980-1992); chief
executive officer of the Bank (1979-1992).
</TABLE>

CLASS OF 1999 -- TWO-YEAR TERM REMAINING
THIS CLASS WAS ELECTED AT THE 1996 ANNUAL STOCKHOLDERS' MEETING

<TABLE>
<CAPTION>
DIRECTOR DIRECTOR BIOGRAPHICAL AND
(AGE AT 12/31/96) SINCE OTHER INFORMATION
- --------------------------------------- -------- ---------------------------------------------
<S> <C> <C>
Carolyn S. Burger (56)................. 1991 Since 1996, principal of CB Associates, Inc.,
a consulting firm specializing in legislation
and regulation, technology deployment for
senior executives and coaching for high
potential women within corporations;
formerly, president and chief executive
officer of Bell Atlantic-Delaware, Inc.
(1991-1996); director of Betz Dearborn Inc.

Robert C. Forney (69).................. 1975 Retired executive; formerly executive vice
president, E.I. du Pont de Nemours and
Company (1981-1989); director of UGI, Inc.
and Amerigas Propane, Inc.

Robert V. A. Harra, Jr. (47)........... 1996 Since July 1, 1996, president, chief
operating officer and treasurer of the
Corporation and the Bank; formerly,
president and treasurer of the Corporation
and the Bank (January 1, 1996-June 30,
1996); executive vice president and
treasurer of the Corporation and the Bank
(1992-1995); senior vice president and
treasurer of the Corporation and the Bank
(1991-1992).

Rex L. Mears (55)...................... 1992 Since 1967, president of Ray S. Mears and
Sons, Inc., a farming corporation.
</TABLE>

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<PAGE> 12

<TABLE>
<CAPTION>
DIRECTOR DIRECTOR BIOGRAPHICAL AND
(AGE AT 12/31/96) SINCE OTHER INFORMATION
- --------------------------------------- -------- ---------------------------------------------
<S> <C> <C>
Leonard W. Quill (65).................. 1990 Retired executive; formerly, chairman of the
board and chief executive officer of the
Corporation and the Bank (January 1,
1996-June 30, 1996); chairman of the board,
president and chief executive officer of
the Corporation and the Bank (1992-1995);
president and chief operating officer of
the Corporation and the Bank (1990-1992).

Robert W. Tunnell, Jr. (42)............ 1992 Since 1981, managing partner of Tunnell
Companies, L.P., owner and developer of real
estate.
</TABLE>

CORPORATION'S COMMON STOCK HELD BY DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

Shown below is information concerning beneficial ownership of shares of the
Corporation's common stock for each director, each nominee for director, and
executive officers of the Corporation as a group as of February 28, 1997. This
information is based upon information furnished to the Corporation by the
persons referred to in the table. By Federal regulation, the phrase "beneficial
ownership" is deemed to include shares of the Corporation's common stock for
which the individual, directly or indirectly, has or shares voting and/or
investment power with respect to shares of the Corporation's common stock,
whether or not they are held for the individual's benefit.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL SHARES
----------------------------------------------------
VOTING
(NUMBER OF AND/OR PHANTOM
SHARES) INVESTMENT RIGHT TO % OF CLASS STOCK
DIRECT(1) POWER(2) ACQUIRE(3) TOTAL (4) UNITS(5)
---------- ---------- ---------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
R.H. Bolling, Jr......... 14,114 39,976 54,090
C.S. Burger.............. 1,193 1,193
T.T. Cecala.............. 103,007 138,152 241,159
R.J. Christian........... 10,179 10,179
R.R. Collins............. 1,176 61 1,237
C.S. Crompton, Jr........ 2,443 2,443
H.S. Dunn, Jr............ 12,479 12,479
E.B. du Pont............. 8,117 32,000 40,117
R.K. Elliott............. 200 200
R.C. Forney.............. 6,377 45,776 52,153 441.0973
R.V.A. Harra, Jr......... 110,795 230 108,646 219,671
G.W. Helme, IV........... 40 120,269 120,309
A.B. Kirkpatrick, Jr..... 5,793 5,793
R.A. Matarese............ 15,443 5,658 112,169 133,270
R.L. Mears............... 1,368 30 1,398
H.E. Miller.............. 693 5,800 6,493 462.7952
S.J. Mobley.............. 793 793
L.W. Quill............... 165,445 18,200 67,284 250,929
D.P. Roselle............. 2,382 2,382
T.P. Sweeney............. 7,382 1,800 9,182 317.4786
B.J. Taylor, II.......... 117,546 117,546
</TABLE>

6
<PAGE> 13

- ---------------
(1) Reported in this column are shares of the Corporation's common stock held in
the individual's name or in the name of a bank, broker or nominee for the
individual's account, as well as shares of common stock held as joint
tenants, tenants in common, tenants by the entirety or as community
property.

(2) Reported in this column are other shares of the Corporation's common stock
with respect to which directors and nominees have or share voting and/or
investment power, including shares directly owned by certain relatives with
whom they are deemed under the rules of the Commission to shares voting or
investment power (e.g., spouse, minor children or other relative who has the
same home).

(3) Reported in this column are shares of the Corporation's common stock over
which directors, nominees and executive officers have a right to acquire
within 60 days after March 4, 1997 by the revocation or automatic
termination of a trust, discretionary account or similar arrangement,
through the conversion of a security or the exercise of an option, warrant
or right.

(4) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 1.0% of the outstanding shares of the Corporation's common
stock.

(5) These phantom stock units were acquired in lieu of directors' fees. Their
value is based on the market price of the Corporation's common stock,
together with dividends thereon. The number of units listed is based on the
closing price of the Corporation's stock on December 31, 1996. The units can
be redeemed only for cash following termination of the individual's service
as a director.

COMMITTEES OF THE BOARD OF DIRECTORS

The Corporation's Bylaws provide for three standing committees. All
committee members must be members of the Board of Directors.

The Executive Committee consists of six permanent members plus three
members of the Board of Directors selected to serve on the Committee on a
rotating basis for six months at a time. The Committee has most of the powers of
the Board of Directors to transact the Corporation's business. In 1996, this
Committee held 24 meetings. The permanent committee members are Ted T. Cecala
(Chairman), Carolyn S. Burger, Robert C. Forney, Robert V. A. Harra, Jr., Hugh
E. Miller and Thomas P. Sweeney. Rotating committee members during 1996 were
Robert H. Bolling, Jr., Richard R. Collins, Charles S. Crompton, Jr., H. Stewart
Dunn, Jr., Edward B. du Pont, Andrew B. Kirkpatrick, Jr., Rex L. Mears, Stacey
J. Mobley, David P. Roselle, Bernard J. Taylor, II, Mary Jornlin Theisen and
Robert W. Tunnell, Jr. Effective in 1997, the Executive Committee is scheduled
to meet five times per year.

The Audit Committee is composed of five members of the Board of Directors,
none of whom may be an officer of the Corporation. The Committee has general
supervision over the audit division of the Corporation and the Bank in all
matters. The Audit Committee reviews all reports of examination of the
Corporation and the Bank by governmental agencies and its independent auditors
and makes recommendations to the Board of Directors with respect thereto. In
1996, the Audit Committee held eight meetings. Four of those meetings were
conducted jointly with the Executive Committee. The Committee's members are
Charles S.

7
<PAGE> 14

Crompton, Jr. (Chairman), Richard R. Collins, David P. Roselle, Mary Jornlin
Theisen and Robert W. Tunnell, Jr. Effective in 1997, the Audit Committee is
scheduled to meet six times per year.

The Compensation Committee is, pursuant to the Corporation's Bylaws,
composed of not more than five members, none of whom is an employee of the
Corporation. The Committee in general advises upon all matters of policy
concerning the Corporation and its subsidiaries, reviews with the Corporation's
management major organizational matters, including salaries and employee
benefits, and administers the Executive Incentive Compensation Plan. Meetings of
the Committee are at the call of its chairman, the Chairman of the Board or the
Corporation's President. In 1996, this Committee held seven meetings. The
Committee's members are Robert C. Forney (Chairman), Richard R. Collins, Charles
S. Crompton, Jr., Hugh E. Miller and Stacey J. Mobley. A report of this
Committee on executive compensation appears on pages 19 through 21 below.

The Corporation does not have a standing nominating committee. Under the
Corporation's Bylaws, nominations for director generally are made by the entire
Board of Directors. The Corporation's stockholders may propose nominations for
director only in accordance with the procedures described on pages 23 and 24
below.

In addition to the three standing committees of the Corporation described
above, the Board of Directors of the Bank maintains a Trust Committee. The Trust
Committee of the Bank is composed of ten permanent members, plus two members of
the Bank's Board of Directors selected to serve on the committee on a rotating
basis for six months at a time. The majority of this Committee's members must be
members of the Bank's Board of Directors. The Trust Committee is responsible for
general supervision over the Bank's fiduciary activities. In 1996, this
Committee held 12 meetings. The permanent committee members are Robert V. A.
Harra, Jr. (Chairman), George W. Helme, IV (Vice Chairman), Robert H. Bolling,
Jr., Robert J. Christian, Howard K. Cohen, H. Stewart Dunn, Jr., Edward B. du
Pont, Endsley P. Fairman, Walter D. Mertz and G. Burton Pearson, Jr. Rotating
committee members in 1996 were Carolyn S. Burger, Richard R. Collins, Charles S.
Crompton, Jr., Robert C. Forney, Andrew B. Kirkpatrick, Jr., Rex L. Mears, Hugh
E. Miller, Stacey J. Mobley, David P. Roselle, Thomas P. Sweeney, Mary Jornlin
Theisen and Robert W. Tunnell, Jr. Effective in 1997, the Trust Committee is
scheduled to meet four times per year.

During 1996, there were 12 regular meetings of the Board of Directors and
one special meeting. No incumbent director attended less than 75% of the
aggregate of: (1) the total number of meetings of the Board of Directors held
during 1996 and (2) the total number of meetings of all committees of the Board
of Directors on which he or she served during 1996. Effective in 1997, the Board
of Directors is scheduled to meet regularly seven times per year.

8
<PAGE> 15

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The following includes information about executive officers of the
Corporation and/or the Bank who do not serve on the Board of Directors.

<TABLE>
<CAPTION>
EXECUTIVE
INDIVIDUAL OFFICER BIOGRAPHICAL AND
(AGE AT 12/31/96) SINCE OTHER INFORMATION
- --------------------------------------- ---------- ------------------------------------------
<S> <C> <C>
Robert J. Christian (47)............... 1996 Since February 1996, member of the
Corporation's management committee; since
February 1996, senior vice president of
the Bank in its asset management
department; formerly president and chief
investment officer of PNC Asset
Management Group (1994-1996); chief
investment officer of PNC Bank Corp.
(1992-1996); chief investment officer of
PNC Bank, Philadelphia (1984-1992).

Howard K. Cohen (48)................... 1992 Since 1992, member of the Corporation's
management committee; since 1992, senior
vice president of the Bank in its
corporate financial services department;
formerly administrative vice president
of the Bank in its corporate financial
services department (1990-1992).

William J. Farrell, II(38)............. 1993 Since 1993, member of the Corporation's
management committee; since 1993, senior
vice president of the Bank in its trust
operations and systems development
department; formerly vice president of
the Bank in its trust systems and
operations division (1988-1993).

David R. Gibson (39)................... 1992 Since 1996, senior vice president and
chief financial officer of the
Corporation; since 1992, senior vice
president of the Bank in its finance
department; formerly, member of the
Corporation's management committee
(1992-1996); vice president of the Bank
in its corporate development division
(1991-1992); assistant vice president of
the Bank in its corporate development
division (1991-1992).

George W. Helme, IV (46)............... 1991 Since 1991, member of the Corporation's
management committee; since 1991, senior
vice president of the Bank in its
personal trust and private banking
department.

Joseph M. Jacobs, Jr. (58)............. 1992 Since 1992, member of the Corporation's
management committee; since 1992, senior
vice president of the Bank in its
administration department; formerly vice
president of the Bank in its personnel
division (1979-1992).

John H. Kipp (53)...................... 1988 Since 1991, member of the Corporation's
management committee; since 1988, senior
vice president of the Bank in its
information technology department.
</TABLE>

9
<PAGE> 16

<TABLE>
<CAPTION>
EXECUTIVE
INDIVIDUAL OFFICER BIOGRAPHICAL AND
(AGE AT 12/31/96) SINCE OTHER INFORMATION
- --------------------------------------- ---------- ------------------------------------------
<S> <C> <C>
Hugh D. Leahy, Jr. (49)................ 1992 Since 1992, member of the Corporation's
management committee; since 1992, senior
vice president of the Bank in its
personal banking department; formerly
vice president of the Bank in its
personal banking department (1991-1992).

Robert A. Matarese (50)................ 1990 Since 1991, member of the Corporation's
management committee; since 1990, senior
vice president of the Bank in its
commercial banking department.

Ronald K. Pendleton (47)............... 1991 Since 1991, auditor of the Corporation and
the Bank.

Rita C. Turner (42).................... 1996 Since 1996, member of the Corporation's
management committee; since 1996, senior
vice president of the Bank in its
marketing department; formerly vice
president of the Bank in its marketing
division (1985-1996).
</TABLE>

10
<PAGE> 17

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents information about compensation awarded over
the last three years to Messrs. Quill and Cecala and to the Corporation's four
other most highly compensated executive officers who received more than $100,000
in salary and bonus for 1996.

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
AWARDS
- -------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
SECURITIES ALL OTHER
SALARY BONUS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($)(4)
- --------------------------------- ----- ---------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Leonard W. Quill,................ 1996 $ 240,000 $ 29,228(3) 0 $5,317
Chairman of the Board 1995 436,667 392,401(3) 13,150 6,060
and Chief Executive Officer(1) 1994 416,667 293,184(3) 9,800 5,880

Ted T. Cecala,................... 1996 $ 352,167 $322,888(3) 53,174 $7,798
Chairman of the Board 1995 295,666 253,710(3) 10,150 7,267
and Chief Executive Officer(1) 1994 281,667 194,332(3) 6,800 6,832

Robert V. A. Harra, Jr.,......... 1996 $ 333,000 $270,553(3) 38,174 $7,669
President and 1995 294,000 228,548(3) 10,150 7,251
Chief Operating Officer(1) 1994 270,000 192,703(3) 6,800 6,735

Robert A. Matarese,.............. 1996 $ 196,167 $157,890(3) 8,719 $6,389
Senior Vice President 1995 185,333 122,996(3) 9,150 6,234
1994 175,000 119,437(3) 5,800 5,823

Robert J. Christian,............. 1996(2) $ 186,932 $152,771(3) 30,535 $5,128
Senior Vice President

George W. Helme, IV,............. 1996 $ 172,853 $141,018(3) 8,519 $6,155
Senior Vice President 1995 163,750 108,400(3) 8,150 6,021
1994 156,520 90,819(3) 5,800 5,783

Total salary, bonus and 1996 $2,593,923 Percentage of 2.67%
other compensation for 1995 $2,530,889 net operating 2.81%
chief executive officer 1994 $2,245,552 income 2.64%
and four other most highly paid
executive officers(5)
</TABLE>

- ---------------
(1) Effective January 1, 1996, the Board of Directors appointed Mr. Cecala Vice
Chairman and Chief Operating Officer, Mr. Harra President and both Messrs.
Cecala and Harra to the Board of Directors. Effective June 30, 1996, Mr.
Quill retired as Chairman of the Board and Chief Executive Officer, but
continues to serve on the Board of Directors. Effective July 1, 1996, Mr.
Cecala became Chairman of the Board and Chief Executive Officer and Mr.
Harra became Chief Operating Officer.

(2) Mr. Christian was first employed by the Bank on February 12, 1996.

(3) Includes awards made under the Corporation's Executive Incentive
Compensation Plan and Profit-Sharing Bonus Plan (both described on page 20
below) in respect of services performed during the year.

(4) Represents: (a) the Corporation's contributions to its 401-K Thrift Savings
Plan of $4,500 in each of 1996, 1995 and 1994 for Messrs. Quill, Cecala,
Harra and Helme; $4,500 in 1996 and $4,375 in each of 1995 and 1994 for Mr.
Matarese; and $3,937 in 1996 for Mr. Christian; and (b) premiums the

11
<PAGE> 18

Corporation paid for term life insurance for Mr. Quill of $817 in 1996,
$1,560 in 1995 and $1,380 in 1994; Mr. Cecala of $3,298 in 1996, $2,767 in
1995 and $2,332 in 1994; Mr. Harra of $3,169 in 1996, $2,751 in 1995 and
$2,235 in 1994; Mr. Matarese of $1,889 in 1996, $1,734 in 1995 and $1,448 in
1994; Mr. Christian of $1,191 in 1996; and Mr. Helme of $1,655 in 1996,
$1,521 in 1995 and $1,283 in 1994.

(5) Numbers in this table for 1994 and 1995 include salary, bonus and other
compensation paid to Mr. Quill, who served as Chairman of the Board,
President and Chief Executive Officer for those years, and John H. Kipp, who
serves as Senior Vice President currently and for those years, but do not
include those for Mr. Christian or Mr. Helme.

Option Grant Table

The following table presents information about options granted to Messrs.
Quill and Cecala and to the Corporation's four other most highly compensated
executive officers last year. All such options vest in full one year after grant
(except for those granted to Mr. Christian, which vest in three substantially
equal tranches one year, two years and three years after grant), and in general
expire ten years after grant, unless terminated earlier (a) at the termination
of the executive officer's employment if his employment ceases for any reason
other than normal retirement, death or disability, (b) twelve months after the
executive officer's death or disability if he is still employed by the company
at that time or (c) three years after the executive officer's normal retirement.

OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(3)
- ---------------------------------------------------------------------------------- ---------------------
(a) (b) (c) (d) (e) (f) (g)
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO ALL EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(1) FISCAL YEAR ($/SHARE)(2) DATE 5%($) 10%($)
- ------------------------ ----------- --------------- ------------ --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Leonard W. Quill........ -0- -0- $ 0 N/A $ 0 $ 0
Ted T. Cecala........... 3,174 0.9% $31.50 1/31/2006 $ 62,877 $ 159,344
50,000 14.8% $31.75 4/17/2006 $998,370 $2,530,066
Robert V.A. Harra,
Jr.................... 3,174 0.9% $31.50 1/31/2006 $ 62,877 $ 159,344
35,000 10.4% $31.75 4/17/2006 $698,859 $1,771,046
Robert A. Matarese...... 8,400 2.4% $31.50 1/31/2006 $166,405 $ 421,704
319 0.1% $33.00 2/14/2006 $ 6,620 $ 16,777
Robert J. Christian..... 30,535 9.1% $32.75 2/11/2006 $628,908 $1,593,776
George W. Helme, IV..... 8,200 2.4% $31.50 1/31/2006 $162,443 $ 411,664
319 0.1% $33.00 2/14/2006 $ 6,620 $ 16,777
</TABLE>

- ---------------
(1) The Corporation did not grant any stock appreciation rights, performance
units or other instruments granted in tandem with options, or include any
performance-based conditions to exercisability, reload features or
tax-reimbursement features.

(2) Represents 100% of fair market value on date of grant.

(3) These values are computed on a pre-tax basis, and are calculated using the
closing price of the Corporation's stock on December 31, 1996.

12
<PAGE> 19

Option Exercises and Year-End Value Table

The following table presents information about options exercised during
1996 by Messrs. Quill and Cecala and the Corporation's four other most highly
compensated executive officers.

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE

<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF VALUE OF
SHARES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON FISCAL YEAR-END(#) FISCAL YEAR-END($)
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (NUMBER) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
- --------------------------------- ----------- -------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Leonard W. Quill................. 75,054 $1,206,320 67,284/0 $ 860,595/$0
Ted T. Cecala.................... 4,800 $ 73,200 84,978/53,174 $1,343,732/$412,892
Robert V.A. Harra, Jr............ 5,440 $ 119,680 70,472/38,174 $1,129,687/$296,642
Robert A. Matarese............... 14,400 $ 238,600 96,250/8,719 $ 1,832,188/$69,274
Robert J. Christian.............. 0 $ 0 0/30,535 $ 0/$206,111
George W. Helme, IV.............. 0 $ 0 111,750/8,519 $ 1,998,038/$67,674
</TABLE>

- ---------------
(1) Value realized reflects the difference between the market value of the
Corporation's stock on the date the option was exercised and the exercise
price, multiplied by the number of shares acquired upon exercise.

Change in Control Agreements

The Bank entered into change in control agreements with its 12 executive
officers, including Messrs. Cecala, Harra, Matarese, Christian and Helme, during
1996. The change in control agreements provide that, if the executive officer's
employment with the Bank is terminated (1) by the Bank contemporaneously with or
within two years after a "Change in Control" for any reason other than (a) for
"Cause," (b) upon the executive officer's death or disability or (c) due to the
request or demand of any regulatory authority, (2) by the executive officer
contemporaneously with or within two years after a Change in Control for "Good
Reason" or (3) before a "Change in Control" either (a) by the Bank other than
for "Cause" or (b) by the executive officer for "Good Reason," and it is
reasonably demonstrated that that termination of employment was at the request
of a "Third Party" which has taken steps reasonably calculated to effect a
"Change in Control" or otherwise arose in connection with that termination,
among other things, (1) the Bank will pay the executive officer a lump sum
payment equal to 115% of the future base salary payments the executive officer
would have received at the rate then in effect if he or she had continued in the
Bank's employ until 36 months after the termination of his or her employment
(unless a reduction in compensation preceded the executive officer's resignation
or retirement for "Good Reason," in which case the Bank will pay him or her a
lump sum payment equal to 115% of the future base salary payments he or she
would have received at his or her highest base salary in effect during the
twelve-month period before the termination of his or her employment if he or she
had continued in the Bank's employ until 36 months after the termination of his
or her employment), in either case discounted to present value at a discount
rate equal to the per annum rate offered on that termination date (or on the
next preceding date on which that rate is published) on U.S. Treasury bills with
maturities of one and one-half years, and (2) at the Bank's expense, the
executive officer will participate in and be covered by all employee benefit
plans, programs, policies or arrangements of the Bank applicable to executive
employees, whether funded or unfunded, for three years after the termination of
the executive officer's employment. The payments under the change in control
agreements are conditioned on their compliance with 12 U.S.C. Section 1828(k)
and any regulations promulgated thereunder. As consideration for entering into
the change in control agreements, each such executive officer agreed to remain
in the Bank's employ for at least six months after the effective date of his or
her change in control agreement.

13
<PAGE> 20

In the change in control agreements, the term "Cause" is defined as the
executive officer's personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order or
material violation of any provision of the change in control agreement. The term
"Good Reason" is defined, absent the executive officer's written consent to the
contrary, to be: (1) any material breach by the Bank of its obligations under
the change in control agreement; (2) the assignment to the executive officer of
any duties inconsistent with the status of his or her position with the Bank on
the day immediately preceding a "Change in Control" or an alteration in the
nature or status of the executive officer's duties and responsibilities which
renders his or her position to be of less responsibility or scope than that
which existed on the day immediately preceding a "Change in Control"; (3) a
reduction by the Bank in the executive officer's annual base salary as in effect
on the day immediately preceding the happening of a "Change in Control," as the
same may be increased from time to time, except for proportional,
across-the-board salary reductions similarly affecting all employees of the
Bank; (4) the relocation of the Bank's principal executive offices to a location
25 or more miles from Wilmington, Delaware, or the Bank's requiring the
executive officer to be based anywhere other than the Bank's principal executive
offices except for required travel on the Bank's business to an extent
substantially consistent with the executive officer's present business travel
obligations; or (5) any material reduction by the Bank or the Corporation of the
benefits enjoyed by the executive officer under any of the Bank's or the
Corporation's pension, retirement, profit-sharing, savings, life insurance,
medical, health-and-accident, disability or other employee benefit plans,
programs or arrangements as in effect from time to time, the taking of any
action by the Bank or the Corporation which would directly or indirectly
materially reduce any of those benefits or deprive the executive officer of any
material fringe benefits, or the failure by the Bank to provide the executive
officer with the number of paid vacation days to which he or she is entitled on
the basis of years of service with the Bank in accordance with the Bank's normal
vacation policy, other than any proportional across-the-board reduction or
action similarly affecting all employees of the Bank or the Corporation.

A "Change in Control" is defined as the occurrence, after the effective
date of the executive officer's change in control agreement, of any of the
following events, directly or indirectly or in one or more series of
transactions: (1) a consolidation or merger of the Bank or the Corporation with
any third party (which includes a single person or entity or a group of persons
or entities acting in concert) not wholly-owned, directly or indirectly, by the
Bank or the Corporation (a "Third Party"), unless the Bank or the Corporation is
the entity surviving that merger or consolidation; (2) a transfer of all or
substantially all of the assets of the Bank or the Corporation to a Third Party
or a complete liquidation or dissolution of the Bank or the Corporation; (3) a
Third Party, without the prior approval of the Bank's or the Corporation's Board
of Directors, as the case may be, through one or more subsidiaries: (a) acquires
beneficial ownership of more than 15% of any class of voting stock of the Bank
or the Corporation; (b) acquires irrevocable proxies representing more than 15%
of any class of voting stock of the Bank or the Corporation; (c) acquires any
combination of beneficial ownership of voting stock and irrevocable proxies
representing more than 15% of any class of voting stock of the Bank or the
Corporation; (d) acquires the ability to control in any manner the election of a
majority of the directors of the Bank or the Corporation; or (d) acquires the
ability to directly or indirectly exercise a controlling influence over the
management or policies of the Bank or the Corporation; (4) any election has
occurred of persons to the Corporation's Board of Directors which causes a
majority of the Corporation's Board of Directors to consist of persons other
than (a) persons who were members of the Corporation's Board of Directors on
February 29, 1996 and/or (b) persons who were nominated for election as members
of that board of directors by the Corporation's Board of Directors (or a
committee thereof) at a time when the majority of that Board of Directors (or of
that committee) consisted of persons who were members of the Board of Directors
on February 29, 1996, provided that any person nominated for election by the
Corporation's Board of Directors (or a committee thereof), a majority of whom
are persons described in clauses (a) and/or (b), or are persons who were
themselves nominated by that Board of Directors (or a committee thereof), is
deemed to have been nominated by a Board of Directors composed of persons
described in clause (a); or (5) a determination is made by a regulatory agency
that a change in control, as defined in the banking, insurance or securities
laws or regulations then applicable to the Bank or the Corporation, has
occurred.

14
<PAGE> 21

Pension Benefits

The Corporation provides retirement benefits for its employees, including
its executive officers. The normal retirement benefit for executive officers is
the sum of the benefits provided by the Wilmington Trust Pension Plan (the
"Pension Plan") and the Supplemental Executive Retirement Plan (the "SERP").

The normal retirement benefit from the Pension Plan is the greater of:

(a) 1.5% of the officer's average annual earnings for the five-year
period ending December 31, 1993, multiplied by years of service as
of December 31, 1993; or

(b) 1.5% of the officer's average annual earnings for the five-year
period ending December 31, 1987, less 1.25% of the Social Security
Primary Insurance Amount (the "PIA") as of December 31, 1987, all
multiplied by years of service as of December 31, 1987; plus (2)
1.0% of the officer's earnings during 1988 up to one-half of the
1988 Social Security taxable wage base, plus 1.8% of earnings during
1988 in excess of one-half of the 1988 Social Security taxable wage
base; plus (3) 1.25% of the officer's earnings in each year
thereafter up to one-half of the Social Security taxable wage base
(the "SSTWB"), plus 1.6% of earnings during that year in excess of
one-half of the SSTWB.

For purposes of determining amounts to which participants are entitled under the
Pension Plan, for years prior to 1994, earnings include base salary and amounts
paid under the Profit-Sharing Bonus Plan, but do not include amounts paid under
the Executive Incentive Compensation Plan. For years after 1993, earnings also
include amounts paid under the Executive Incentive Compensation Plan. The normal
form of pension provided under the Pension Plan is a 50% joint and survivor
benefit. For purposes of determining benefit accruals under the Pension Plan,
current law limits earnings to $150,000.

The normal monthly retirement benefit from the SERP is (a) the sum of (1)
for years of credited service before 1994, 60% of the officer's average monthly
earnings plus deferred compensation under the Corporation's tax-qualified
compensation plans ("Earnings") for the five-year period ending with his or her
retirement date, less one-half of the PIA multiplied by a fraction the numerator
of which is the officer's years of credited service at retirement and the
denominator of which is 40 and (2) for years of credited service after 1993, the
greater of (A) one-twelfth of 1.25% of the lesser of the officer's annual
Earnings or one-half the SSTWB plus 1.6% of the excess, if any, of the officer's
annual Earnings in excess of one-half of the SSTWB or (B) $10.50 multiplied by
the officer's years of credited service. All such amounts are reduced by
benefits payable from the Pension Plan. Bernard J. Taylor, II receives an
additional $143,311 per annum under the SERP.

For purposes of determining amounts to which participants are entitled
under the SERP, for years before 1995, earnings include base salary and amounts
paid under the Profit-Sharing Bonus Plan, but do not include amounts paid under
the Executive Incentive Compensation Plan. For years after 1994, earnings also
include one-half of the bonus awarded under the Executive Incentive Compensation
Plan. Benefits under the SERP vest in the event of a "Change in Control" as that
term is defined in the change in control agreements discussed on pages 13 and 14
above.

The estimated years of credited service under the Pension Plan and the SERP
through December 31, 1996 for each of the executive officers named on page 11
above are: Mr. Quill -- 38.5 years; Mr. Cecala -- 17.3 years; Mr. Harra -- 25.6
years; Mr. Matarese -- 27.5 years; Mr. Christian -- .9 years; and Mr. Helme --
17.9 years.

The table on the following page illustrates the annual benefit payable for
life upon retirement at age 65 to employees, including retirement benefits
payable to executive officers under the SERP on the assumption that the officer
is entitled to receive the maximum benefit currently payable under the Social
Security Act.

15
<PAGE> 22

PENSION TABLE(1)

<TABLE>
<CAPTION>
ANNUAL RETIREMENT BENEFITS WITH YEARS OF SERVICE INDICATED ON DECEMBER 31, 1996
AVERAGE ANNUAL --------------------------------------------------------------------------------------------------
EARNINGS 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- -------------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 80,000 $ 5,879 $ 10,504 $ 13,489 $ 17,622 $ 22,805 $ 27,988 $ 33,171 $ 38,354
110,000 8,279 14,872 19,215 24,231 31,357 38,484 45,611 52,737
175,000 11,873 22,729 30,013 38,549 49,887 61,224 72,562 83,900
200,000 12,615 25,111 33,526 44,056 57,013 69,971 82,928 95,886
300,000 21,563 43,127 64,690 86,253 107,816 129,380 150,943 172,506
400,000 29,063 58,127 87,190 116,253 145,316 174,380 203,443 232,506
500,000 36,563 73,127 109,690 146,253 182,816 219,380 255,943 292,506
600,000 44,063 88,127 132,190 176,253 220,316 264,380 308,443 352,506
700,000 51,563 103,127 154,690 206,253 257,816 309,380 360,943 412,506
800,000 59,063 118,127 177,190 236,253 295,316 354,380 413,443 472,506
900,000 66,563 133,127 199,690 266,253 332,816 399,380 465,943 532,506
1,000,000 74,063 148,127 222,190 296,253 370,316 444,380 518,443 592,506
1,100,000 81,563 163,127 244,690 326,253 407,816 489,380 570,943 652,506
1,200,000 89,063 178,127 267,190 356,253 445,316 534,380 623,443 712,506
</TABLE>

- ---------------
(1) The table above reflects annual retirement benefits with years of service
indicated on December 31, 1996. The benefits listed in the table are not
subject to deduction for Social Security or other offset amounts. The Social
Security-covered compensation level and the PIA are based on reaching age 65
on December 31, 1996.

Stock Performance Graph

The line graph on page 18 compares cumulative total stockholder return,
defined as appreciation in stock price and assuming reinvestment of dividends,
over the past five years for the Corporation's common stock with (a) all
companies in the Nasdaq Composite Index, (b) institutions in the Keefe, Bruyette
& Woods 50 Bank Index and (c) institutions in a company-constructed peer group.

The Corporation's peer group (the "Peer Group") is composed of banks which,
at December 31, 1993, had substantially the following characteristics: (1) asset
sizes ranging from $3 billion to $40 billion (the Corporation's asset size at
December 31, 1996 was $5.6 billion), (2) fee income comprising more than 25% of
gross revenues (the Corporation's fee income for 1996 constituted 39.0% of gross
revenues), (3) an annual return on average assets greater than 1% (the
Corporation's return on average assets for 1996 was 1.83%), (4) an annual return
on average equity in excess of 15% and a five-year return on average equity in
excess of 14.5% (the Corporation's return on average equity for 1996 was 21.38%
and its five-year return on average equity for the period from January 1, 1992
through December 31, 1996 was 20.93%), (5) a ratio of nonperforming loans to
total loans of less than 2.5% (the ratio of the Corporation's nonperforming
loans to its total loans at December 31, 1996 was 1.22%), and (6) annual net
chargeoffs of less than .75% of average loans (the Corporation's net chargeoffs
for 1996 were .32% of its average loans). The institutions in the Peer Group are
Boatmen's Bancshares, Incorporated, Comerica Incorporated, Compass Bancshares
Incorporated, Deposit Guaranty Corporation, Fifth Third Bancorp, First Commerce
Corporation, First Commercial Corporation, Firstar Corporation, Old Kent
Financial Corporation, Northern Trust Corporation, Star Banc Corporation, State
Street Boston Corporation, U.S. Bancorp and Wachovia Corporation.

The Keefe, Bruyette & Woods 50 Bank Index is a market-capitalization-
weighted bank stock index which includes all money center banks and most major
regional banks, and is meant to be representative of the stock price performance
of large banks throughout the United States.

16
<PAGE> 23

Although the Corporation primarily compares its performance and the
salaries of its executive officers with those of the Peer Group, it also refers
to the performance of the members of the Keefe, Bruyette & Woods 50 Bank Index
in evaluating its own performance.

The graph reflects appreciation in stock price assuming an initial
investment of $100 at the close of business on December 31, 1991. The table
below the graph reflects the graph's data points.

17
<PAGE> 24

STOCK PERFORMANCE GRAPH
TOTAL RETURN--WEIGHTED FOR MARKET CAPITALIZATION
-----------------------------------------------
[LINE GRAPH]
<TABLE>
<CAPTION>
KEEFE,
WILMINGTON BRUYETTE & NASDAQ
MEASUREMENT PERIOD TRUST WOODS 50 BANK COMPOSITE
(FISCAL YEAR COVERED) CORPORATION PEER GROUP INDEX INDEX
<S> <C> <C> <C> <C>
12/31/91 $100.00 $100.00 $100.00 $100.00
12/31/92 $ 94.50 $128.37 $127.42 $115.45
12/31/93 $ 97.72 $124.80 $134.48 $132.48
12/31/94 $ 88.27 $118.73 $127.62 $128.25
12/31/95 $125.15 $201.03 $204.41 $179.44
12/31/96 $166.53 $314.18 $289.15 $220.18
</TABLE>

Assumes an initial investment of $100.00 on 12/31/91

18
<PAGE> 25

Board Compensation Committee Report on Executive Compensation

General

Compensation awarded to executive officers is designed to assure that the
Corporation continues to be able to attract, motivate and retain executives of
outstanding abilities. To achieve this, the Corporation's general policy for
compensating its executive officers is to provide compensation at levels broadly
comparable to those earned by executive officers at institutions in the Peer
Group, based on available information. In doing so, the Corporation compares
base salaries and bonuses in total paid to the Corporation's executive officers
with the base salaries and bonuses in total paid to executive officers at
institutions in the Peer Group.

The Corporation does not target any specific level in the range of
compensation paid by members of the Peer Group, but does broadly take into
account in compensating its executive officers the performance of the Peer Group
versus the performance of the Corporation. In doing so, the Corporation
generally compares its return on assets, return on equity and growth in earnings
per share to the corresponding performance by members of the Peer Group. The
Corporation's performance in 1996 in terms of return on assets and return on
equity exceeded that of all members of the Peer Group, while its performance in
terms of growth in earnings per share was below the average of the Peer Group.
No formula or any other specific criterion is used to link any or all components
of any executive officer's compensation to a comparison of the Corporation's
performance in any one or more of these areas to the corresponding performance
of members of the Peer Group.

The Corporation's executive compensation program also is designed to reward
executive officers for long-term strategic management and enhancement of
shareholder value. This is accomplished by providing executive officers with
appropriate ownership interests in the Corporation through the use of stock
options. Since the ultimate value of the stock made available through such stock
options depends on the Corporation's success, stock options provide executive
officers with continuing incentives long after the award is granted.

To carry out these policies, the key elements of the Corporation's
compensation program for its executive officers consist of base salary, the
Profit-Sharing Bonus Plan, the Executive Incentive Compensation Plan and the
Stock Option Plan. The Compensation Committee's policies with respect to each of
these elements, including the bases for the compensation awarded to Messrs.
Quill and Cecala, are discussed below. Although the elements of compensation
described below are considered separately, the Compensation Committee takes into
account the full compensation package the Corporation provides each individual,
including pension, insurance and other benefits, in addition to the programs
described. In reviewing the performance of the Corporation's executive officers
other than Messrs. Cecala and Harra, the Compensation Committee takes their
views into account. In reviewing the performance of Mr. Harra, the Compensation
Committee takes Mr. Cecala's views into account. In the beginning of each year,
the Compensation Committee determines the base salary and stock options to be
provided to each executive officer in respect of services for that year and the
bonus to be provided under the Executive Incentive Compensation Plan in respect
of services for the previous year.

Base Salaries

Base salaries for executive officers are determined by evaluating the
responsibilities of the position held and the individual's performance and
experience in rendering that performance, as well as by reference to the
competitive market for executive talent, which includes a comparison to salaries
for executive officers at institutions in the Peer Group.

Annual salary adjustments take into account the Corporation's and the
individual's performance, as well as any new responsibilities the executive
officer assumed during the year. In the case of executive officers with
responsibility for a particular business department, that department's financial
results also are considered. The Corporation does not consider these factors by
any formula and does not assign specific weight to any particular factor.

19
<PAGE> 26

Profit-Sharing Bonus Plan

Executive officers also participate in the Corporation's Profit-Sharing
Bonus Plan. For each plan year, the bonus fund is determined as a function of
the bonus percent (the "Bonus Percent") times eligible salaries paid during the
calendar year. The Bonus Percent is equal to 67% of the percentage return on
consolidated average stockholders' equity calculated using reported net income
for the full year ended in December, in accordance with generally accepted
accounting principles. The Board of Directors retains discretion to modify this
formula to account for extraordinary items. The formula for all exempt employees
also includes a multiplier based on (1) the employee's job level and (2) the
percentage growth in the Corporation's net income. As a result, depending on the
percentage growth in the Corporation's net income, executive officers can earn a
profit-sharing bonus ranging from 50% to 100% of base salary multiplied by the
Bonus Percent. In 1995 and 1996, each of the Corporation's executive officers
earned a profit-sharing bonus of 9.71% and 12.18%, respectively, of base salary.

Executive Incentive Compensation Plan for Senior Officers

This incentive plan, adopted in 1981, is designed to motivate participating
executive officers to earn incentive payments for outstanding achievement and
performance and to enable the Corporation to attract and retain executives of
superior caliber. Currently, 12 executive officers participate in this plan.
These include the five executive officers other than Mr. Quill named on page 11
above. The formula used to generate the cash bonus fund considers the
Corporation's corporate performance in relation to the performance of
institutions in the Peer Group. In a plan year, the bonus fund, if any, equals
an amount which is 12% of the Corporation's annual net income in excess of a
threshold amount (which is determined by multiplying the Corporation's average
stockholders' equity by the average return on equity for the year of the Peer
Group). The plan provides a guideline maximum for any individual bonus award in
any year of 75% of base salary, but allows the Compensation Committee the
flexibility to award a bonus of up to 100% of an individual's base salary for
truly outstanding individual performance. The Compensation Committee, which
determines amounts payable under this plan, may not approve the payment of
awards unless corporate performance in the plan year is judged generally to be
superior relative to the Peer Group. In evaluating corporate performance, the
Compensation Committee considers, among other factors, the Corporation's return
on equity, return on assets and the percentage growth in earnings per share. As
stated above, the Corporation's performance in 1996 in terms of return on assets
and return on equity exceeded that of all members of the Peer Group, while its
performance in terms of growth in earnings per share was below the average
performance of the Peer Group. The Corporation does not use any formula or other
specific criterion in awarding bonuses under this Plan based on the
Corporation's performance in any or all of these areas. Notwithstanding
corporate performance, no awards may be paid unless there are also aggregate
dividends declared for a plan year which exceed six percent of average
stockholders' equity. For 1996, payments under this plan to the 12 executive
officers who participated in the plan aggregated $1,457,000.

Stock Options

Under the Corporation's 1996 Long-Term Incentive Plan, which has been
approved by the Corporation's stockholders, the Compensation Committee may make
cash and stock-based awards (such as grants of stock options and performance
awards). Stock options are designed to align the interests of the Corporation's
officers with those of its stockholders. These options are granted with an
exercise price equal to the last sale price of the Corporation's common stock on
the date of grant, and normally vest in full after one year. No re-pricing of
the Corporation's stock options has ever occurred, other than to reflect the
effect of stock dividends. Since the full benefits of these options cannot be
realized unless the Corporation's stock price appreciates over time, the
creation of stockholder value is facilitated. In granting stock options, the
Corporation does not consider the number of options previously granted to an
executive officer, but does consider new duties and responsibilities the
executive officer has assumed during the year. The Corporation does not employ
any formula in awarding options.

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deductibility of compensation paid to certain executive officers in a taxable
year to $1 million plus performance-based and

20
<PAGE> 27

other qualifying compensation. Payments under the Profit-Sharing Bonus Plan and
the Executive Incentive Compensation Plan do not qualify for that
performance-based exemption. However, under the transition provisions of the
regulations promulgated under Section 162(m), compensation attributable to
options granted under the Corporation's 1991 Long-Term Incentive Stock Option
Plan and its previous stock option plans qualify as performance-based. In
addition, the Corporation's 1996 Long-Term Incentive Plan was prepared with a
view to qualifying awards of stock options thereunder as performance-based. The
Compensation Committee has not otherwise adopted any policies under Section
162(m) with respect to compensation paid to the Corporation's executive
officers.

Compensation of Chief Executive Officer

Mr. Quill's compensation for 1996 was based on his serving the first six
months of the year as Chairman of the Board and Chief Executive Officer. In
establishing Mr. Quill's compensation for 1996, the Compensation Committee
specifically considered the Corporation's excellent performance with regard to
return on assets and return on equity in 1995.

Mr. Cecala's compensation for 1996 was based on his serving six months as
Vice Chairman and Chief Operating Officer and six months as Chairman of the
Board and Chief Executive Officer. In establishing Mr. Cecala's compensation,
the Compensation Committee considered the same basic factors as those described
above for all members of the Corporation's senior management. In addition, the
Compensation Committee specifically considered: (1) the rapid manner in which
Mr. Cecala adapted to his new leadership responsibilities at the first of the
year and again at mid-year; (2) his leadership role both as Vice Chairman and as
Chairman of the Board in the Corporation's continuing excellent performance in
return on assets and return on equity; (3) the base salaries and bonuses paid to
top executives at institutions in the Peer Group; and (4) his strong leadership
in several organization initiatives which augur well for continued earnings
growth in future years, particularly including a strategic planning process
involving participation by several levels of management of the Corporation. No
formula was used and no precise weight was assigned to any of these factors.

Robert C. Forney (Chairman)
Richard R. Collins
Charles S. Crompton, Jr.
Hugh E. Miller
Stacey J. Mobley

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are Robert C. Forney (Chairman),
Richard R. Collins, Charles S. Crompton, Jr., Hugh E. Miller and Stacey J.
Mobley. No current member of the Compensation Committee is a current or past
officer or employee of the Corporation or any subsidiary of the Corporation. No
executive officer of the Corporation serves as a member of the compensation
committee or the Board of Directors of any other company whose members include
any individual who also serves on the Corporation's Board of Directors or the
Compensation Committee. The law firm of which Mr. Crompton is a member performs
certain legal services on behalf of the Corporation from time to time. Messrs.
Collins, Crompton, Forney and Miller have indebtedness outstanding on loans made
by the Bank in the ordinary course of business on the same terms, including
interest rate and collateral, as those prevailing for comparable transactions
with others and do not involve more than the normal risk of collectibility or
present other unfavorable features.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)")
requires the Corporation's directors and executive officers, and persons who own
more than ten percent of a registered class of the Corporation's equity
securities, to file reports of ownership and changes in ownership with the
Commission and the National Association of Securities Dealers Automated
Quotation System. Directors, executive officers

21
<PAGE> 28

and greater-than-ten-percent shareholders are required by the Commission's
regulations to furnish the Corporation with copies of all forms which they file
under Section 16(a).

Based on its review of the copies of such forms received by it, and/or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Corporation believes that all such filing
requirements applicable to its directors and executive officers during 1996 were
complied with, except that a purchase of the Corporation's stock by each of
Messrs. DuPont and Jacobs were not reported on a timely basis. Those
transactions subsequently were reported on Form 4. In addition, the transfer of
certain of Mr. Taylor's shares from direct to indirect ownership were not
reported on a timely basis, and five filings subsequently made on his behalf
reflected that he owned certain shares directly which he owned indirectly. Those
filings were subsequently corrected on amended Forms 4 and 5.

DIRECTORS' COMPENSATION

During the year ended December 31, 1996, directors of the Corporation who
are not officers of the Corporation received an annual retainer of $12,500, in
addition to an $800 fee for each Board of Directors' meeting attended and $500
for each meeting of a committee of the Board of Directors attended. A total of
13 Board of Directors' meetings and 38 meetings of committees of the Board of
Directors were held in 1996. The aggregate directors' fees and retainers earned
for 1996 totaled $503,950. Directors who are officers of the Corporation receive
no additional compensation for service on the Board of Directors or on any
committee of the Board of Directors.

Effective beginning in 1997, the Corporation's Board of Directors is
scheduled to meet seven times per year, its Executive Committee is scheduled to
meet five times per year and its Audit Committee is scheduled to meet six times
per year. Effective in 1997, directors who are not officers receive an annual
retainer of $15,000, a $1,200 fee for each Board of Directors' meeting attended,
a $1,000 fee for each Executive Committee meeting attended and an $800 fee for
each Audit or Compensation Committee meeting attended.

Under the Corporation's 1996 Long-Term Incentive Plan, each director is
paid the first half of his or her annual retainer, and may elect to receive the
balance of his or her annual retainer, in the Corporation's common stock. Under
the Corporation's Directors' Deferred Fee Plan, directors may elect annually to
defer receipt of the cash portion of their directors' fees until their
retirement or other termination of their service as directors. If a director
elects to so defer receipt of his or her directors' fees, he or she may elect to
earn a yield on the deferred portion based on (1) yields paid on certain of the
Bank's deposit products and/or (2) changes in the price of the Corporation's
common stock, together with dividends thereon.
------------------------

PROPOSAL TWO

RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------

The firm of Ernst & Young LLP, 2001 Market Street, Philadelphia,
Pennsylvania, served as independent public accountants for the Corporation for
the fiscal year ended December 31, 1996. That firm also has been retained by the
Board of Directors as independent public accountants to examine the financial
statements of the Corporation and its wholly-owned subsidiaries for the year
ending December 31, 1997, and to perform other accounting services. It is
expected that a member of the firm will be present at the Annual Meeting, with
the opportunity to make a statement if he or she desires, and will respond to
appropriate questions.

22
<PAGE> 29

VOTE REQUIRED

The affirmative vote of the holders of a majority of the shares of the
Corporation's common stock issued and outstanding and entitled to vote on the
Record Date will be required for ratification of the selection of the
Corporation's independent public accountants.

The Board of Directors recommends that stockholders vote FOR this proposal.

TRANSACTIONS WITH MANAGEMENT

The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of business with its directors, officers and their
associates on the same terms, including interest rates and collateral on loans,
as those prevailing at the time for comparable transactions with others and that
do not involve more than the normal risk or collectibility or present other
unfavorable features.

During 1996, the firms of Potter, Anderson & Corroon, of which Charles S.
Crompton, Jr., a director of the Corporation, is a partner, Richards, Layton &
Finger, P.A., of which Thomas P. Sweeney, a director of the Corporation, is a
member, and Morris, Nichols, Arsht and Tunnell, of which Andrew B. Kirkpatrick,
Jr., a director of the Corporation, is of counsel, rendered legal services to
the Corporation.

AVAILABILITY OF FORM 10-K

THE CORPORATION IS REQUIRED TO FILE AN ANNUAL REPORT ON FORM 10-K WITH THE
COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996. UPON RECEIPT OF A
WRITTEN REQUEST FROM ANY PERSON WHOSE PROXY IS SOLICITED, THE CORPORATION WILL
FURNISH A COPY OF THIS REPORT WITHOUT CHARGE. PLEASE ADDRESS YOUR REQUEST TO
THOMAS P. COLLINS, VICE PRESIDENT AND SECRETARY, WILMINGTON TRUST CORPORATION,
RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET, WILMINGTON, DELAWARE 19890.

PROPOSALS OF STOCKHOLDERS

Under the Commission's rules, the date by which proposals of stockholders
intended to be presented at the 1998 annual stockholders' meeting must be
received by the Corporation for inclusion in its proxy statement and form of
proxy relating to that meeting is December 17, 1997.

Under the Corporation's Bylaws, certain procedures are provided which a
stockholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual stockholders' meeting. These
procedures provide, generally, that stockholders desiring to make nominations
for directors and/or to bring a proper subject of business before the meeting
must do so by a written notice timely received by the Corporation's Secretary
not later than (1) 60 days in advance of the meeting if the meeting is held on a
day which is within 30 days preceding the anniversary of the previous year's
annual stockholder's meeting, (2) 90 days in advance of the meeting if the
meeting is held on or after the anniversary of the previous year's annual
stockholders' meeting and (3) with respect to any other stockholders' meeting,
by the close of business on the tenth day following the date of public
disclosure of the date of that meeting. That notice must contain the name and
address of the stockholder and a representation that the stockholder is a holder
of record and intends to appear in person or by proxy at the meeting. If the
notice relates to a nomination for director, it also must set forth the name and
address of any nominee(s), all arrangement or understandings between the
stockholder and each nominee, and any other person(s), naming such person(s),
pursuant to which the nomination(s) are to be made, other information regarding
each nominee as would have been required to be included in a proxy statement
filed pursuant to the Commission's proxy rules if such nominee had been
nominated by the Board of Directors, and the consent of each nominee to serve.
Notice of an item of business must include a brief description of the proposed
business and any material interest of the stockholder in that business. The
chairman of the meeting may refuse to allow the transaction of any business not
presented, or to acknowledge the nomination of any person not made, in
compliance with the procedures described above.

23
<PAGE> 30

It is presently expected that the Corporation's 1998 annual stockholders'
meeting will be held on April 16, 1998. In that event, any advance notice of
nominations for directors and/or items of business (other than proposals
intended to be included in the Corporation's proxy statement and form of proxy
(which, as noted above, must be received by December 17, 1997)), must be given
by stockholders by February 16, 1998. However, the Corporation retains the right
to change this date as it may determine in it sole discretion. Copies of the
Corporation's Bylaws are available from the Secretary.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not
know of any other matter to be brought before the stockholders at the Annual
Meeting. If, however, any other matter not now known is properly brought before
that meeting, the persons named in the accompanying proxy will vote the shares
of the Corporation's common stock represented by all properly executed proxies
on such matters in such manner as a majority of the Board of Directors may
determine.

By order of the Board of Directors.

24
<PAGE> 31
PROXY [WILMINGTON TRUST LOGO] WILMINGTON TRUST CORPORATION
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001

PROXY SOLICITED BY BOARD OF DIRECTORS OF WILMINGTON TRUST CORPORATION
for Annual Stockholders' Meeting to be held at the Rodney Square Club,
Wilmington Trust Center, Twelfth Floor, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware, on April 17, 1997 at 10 A.M.

The undersigned hereby appoints David R. Gibson and Thomas P. Collins
and each of them as proxy to vote the common stock of the undersigned upon the
nominees for director (Class of 2000: Ted T. Cecala, Richard R. Collins, Andrew
B. Kirkpatrick, Jr., Hugh E. Miller, David P. Roselle, Thomas P. Sweeney and
Mary Jornlin Theisen), upon the other items shown on the reverse side hereof
which are described in the Proxy Statement and upon all other matters which may
come before the 1997 Annual Stockholders' Meeting of Wilmington Trust
Corporation and any adjournment or postponement thereof.

You are encouraged to specify your choices by marking the appropriate
boxes on the reverse side, but you need not mark any boxes if you wish to vote
in accordance with the Board of Directors' recommendations. Your shares cannot
be voted by the proxies unless you sign and return this card.

(Continued, and to be signed and dated on reverse side)

<PAGE> 32
[WILMINGTON TRUST LOGO]

To Our Stockholders,

You are cordially invited to attend our Annual Stockholders' Meeting, to be
held at the Rodney Square Club on the 12th floor of the Wilmington Trust
Center, 1100 North Market Street, Wilmington, Delaware, at 10:00 a.m. on
Thursday, April 17, 1997.

At the Annual Meeting, we will review Wilmington Trust's performance and answer
any questions you may have. The enclosed Proxy Statement provides you with more
details about items that will be addressed at the Annual Meeting. After
reviewing the Proxy Statement, please sign, date and indicate your vote for the
items listed on the Proxy Card below and return it in the enclosed,
postage-paid envelope whether or not you plan to attend the Annual Meeting.

Thank you for your prompt response.

Sincerely,

Ted T. Cecala
Chairman of the Board and
Chief Executive Officer

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

- Please detach here -
- -------------------------------------------------------------------------------

(Continued from other side)

/X/ Please mark votes as in this example.

THE ITEMS SHOWN BELOW ARE DESCRIBED IN THE PROXY STATEMENT.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING BOARD OF DIRECTORS'
PROPOSALS:

1. Election of Directors
/ / FOR / / WITHHELD
FOR directors, except vote withheld from the following nominees:

/ / ___________________________________________________________________

2. Selection of Independent Accountants
/ /FOR / / AGAINST / / ABSTAIN

THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2 IF NO CHOICE IS SPECIFIED.

This proxy also delegates discretionary authority to vote with respect to all
other matters which may properly come before the Annual Meeting and any
adjournment or postponement thereof.

The undersigned hereby revokes all prior proxies
for the 1997 Annual Stockholders' Meeting, and
hereby acknowledges receipt of notice of that
meeting and the Proxy Statement and Annual
Report of Wilmington Trust Corporation furnished
therewith.

-----------------------------------------------
(Signature) (Date)

(If shares are registered in more than one name,
all owners should sign. If signing in a
fiduciary capacity, including as
attorney-in-fact, administrator, executor,
guardian, trustee, or in any other similar
representative capacity, please give full title
and attach evidence of authority. If a
corporation, please sign with full corporate
name by a duly authorized officer and affix the
corporation's seal.)

PLEASE COMPLETE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED, POSTAGE-PAID ENVELOPE.

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