WILMINGTON TRUST CORP
10-Q, 1999-05-14
STATE COMMERCIAL BANKS
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                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)
[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

          For the quarterly period ended March 31, 1999

                                      OR

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

          For The Transition Period From ____________ to ___________

          Commission File Number:  1-14659


                          WILMINGTON TRUST CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                      51-0328154
- ------------------------------              ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)



    Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890
    -------------------------------------------------------------------------
    (Address of principal executive offices)                       (Zip Code)



                                 (302) 651-1000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
   --------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                     report)


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

[X]   Yes         [ ]   No

Number of shares of issuer's common stock ($1.00 par value) outstanding at
March 31, 1999 - 33,086,690 shares


<PAGE>


Wilmington Trust Corporation and Subsidiaries
Form 10-Q
Index

                                                                            Page
                                                                            ----
Part I.     Financial Information


            Item 1 - Financial Statements

            Consolidated Statements of Condition                              3
            Consolidated Statements of Income                                 5
            Consolidated Statements of Cash Flows                             7
            Notes to Consolidated Financial Statements                        9

            Item 2 - Management's Discussion and Analysis 
                     of Financial Condition and Results of Operations        12

            Item 3 - Quantitative and Qualitative Disclosures About 
                     Market Risk                                             23

Part II.    Other Information

            Item 1 - Legal Proceedings                                       25
            Item 2 - Changes in Securities and Use of Proceeds               25
            Item 3 - Defaults Upon Senior Securities                         25
            Item 4 - Submission of Matters to a Vote of  
                     Security Holders                                        25
            Item 5 - Other Information                                       25
            Item 6 - Exhibits and Reports on Form 8-K                        25
            Exhibit 11
            Exhibit 27


                                       2
<PAGE>


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CONDITION (unaudited)
Wilmington Trust Corporation and Subsidiaries

                                                                               -----------------------------------
                                                                                       March 31,      December 31,
(in thousands)                                                                              1999              1998
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>
ASSETS
Cash and due from banks                                                               $  207,494        $  204,579
                                                                               -----------------------------------
Interest-bearing time deposits in other banks                                               ----              ----
                                                                               -----------------------------------
Federal funds sold and securities purchased
       under agreements to resell                                                         32,400            83,500
                                                                               -----------------------------------
Investment securities available for sale:
       U.S. Treasury and government agencies                                             885,924           796,665
       Obligations of state and political subdivisions                                     7,169             7,186
       Other securities                                                                  558,727           494,890
- ------------------------------------------------------------------------------------------------------------------
             Total investment securities available for sale                            1,451,820         1,298,741
                                                                               -----------------------------------
Investment securities held to maturity:
       U.S. Treasury and government agencies                                              13,309            29,098
       Obligations of state and political subdivisions                                     8,058             8,098
       Other securities                                                                   23,542            36,715
- ------------------------------------------------------------------------------------------------------------------
             Total investment securities held to maturity (market values
             were $45,384 and $333,812, respectively)                                     44,909            73,911
                                                                               -----------------------------------
Loans:
       Commercial, financial and agricultural                                          1,405,667         1,370,566
       Real estate-construction                                                          249,056           211,733
       Mortgage-commercial                                                               879,303           869,442
       Mortgage-residential                                                              859,742           857,626
       Consumer                                                                        1,023,953         1,015,056
       Unearned income                                                                   (3,730)           (4,790)
- ------------------------------------------------------------------------------------------------------------------
             Total loans net of unearned income                                        4,413,991         4,319,633
       Reserve for loan losses                                                          (73,690)          (71,906)
- ------------------------------------------------------------------------------------------------------------------
             Net loans                                                                 4,340,301         4,247,727
                                                                               -----------------------------------
Premises and equipment, net                                                              146,352           145,492
Other assets                                                                             245,642           246,615
- ------------------------------------------------------------------------------------------------------------------
             Total assets                                                             $6,468,918        $6,300,565
                                                                               ===================================


                                       3
<PAGE>


LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
       Noninterest-bearing demand                                                     $  851,562        $  912,066
       Interest-bearing:
             Savings                                                                     419,354           404,015
             Interest-bearing demand                                                   1,388,629         1,425,953
             Certificates under $100,000                                               1,169,716         1,182,183
             Certificates $100,000 and over                                              634,722           612,546
- ------------------------------------------------------------------------------------------------------------------
             Total deposits                                                            4,463,983         4,536,763
                                                                               -----------------------------------
Short-term borrowings:
       Federal funds purchased and securities sold
             under agreements to repurchase                                            1,173,733           932,346
       U.S. Treasury demand                                                               28,906            18,944
- ------------------------------------------------------------------------------------------------------------------
             Total short-term borrowings                                               1,202,639           951,290
                                                                               -----------------------------------
Other liabilities                                                                         96,003            98,303
Long-term debt                                                                           168,000           168,000
- ------------------------------------------------------------------------------------------------------------------
             Total liabilities                                                         5,930,625         5,754,356
                                                                               -----------------------------------
Stockholders' equity:
       Common stock ($1.00 par value) authorized
             150,000,000 shares; issued 39,264,173
             and 39,264,173 shares, respectively                                          39,264            39,264
       Capital surplus                                                                    67,188            67,047
       Retained earnings                                                                 652,931           636,662
       Accumulated other comprehensive income                                              3,031             5,928
- ------------------------------------------------------------------------------------------------------------------
             Total contributed capital and retained earnings                             762,414           748,901
       Less:  Treasury stock, at cost, 6,177,483 and
              5,935,072 shares, respectively                                           (224,121)         (202,692)
- ------------------------------------------------------------------------------------------------------------------
             Total stockholders' equity                                                  538,293           546,209
                                                                               -----------------------------------
             Total liabilities and stockholders' equity                               $6,468,918        $6,300,565
                                                                               ===================================

See Notes to Consolidated Financial Statements

</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Wilmington Trust Corporation and Subsidiaries
                                                                               ------------------------------
                                                                                   For the three months ended
                                                                                                    March 31,
                                                                               ------------------------------
(in thousands; except per share data)                                                    1999            1998
- -------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>             <C>
NET INTEREST INCOME
Interest and fees on loans                                                          $  87,201       $  87,742
Interest and dividends on investment securities:
     Taxable interest                                                                  17,356          23,226
     Tax-exempt interest                                                                  190             236
     Dividends                                                                          2,361           2,080
Interest on time deposits in other banks                                                 ----            ----
Interest on federal funds sold and securities
     purchased under agreements to resell                                                 280             235

- -------------------------------------------------------------------------------------------------------------
     Total interest income                                                            107,388         113,519
                                                                               ------------------------------
Interest on deposits                                                                   33,833          36,207
Interest on short-term borrowings                                                      12,980          17,898
Interest on long-term debt                                                              2,756            ----
- -------------------------------------------------------------------------------------------------------------
     Total interest expense                                                            49,569          54,105
                                                                               ------------------------------
Net interest income                                                                    57,819          59,414
Provision for loan losses                                                             (5,000)         (5,000)
- -------------------------------------------------------------------------------------------------------------
     Net interest income after provision
          for loan losses                                                              52,819          54,414
                                                                               ------------------------------
OTHER INCOME
Trust and asset management fees                                                        36,079          30,005
Service charges on deposit accounts                                                     5,426           5,345
Gain on business disposition                                                             ----           5,503
Merchant discount fees                                                                  1,550           1,419
Other operating income                                                                  2,524           3,313
Securities gains/(losses)                                                                  20            (31)
- -------------------------------------------------------------------------------------------------------------
     Total other income                                                                45,599          45,554
                                                                               ------------------------------
     Net interest and other income                                                     98,418          99,968
                                                                               ------------------------------
OTHER EXPENSE
Salaries and employment benefits                                                       33,792          34,735
Net occupancy                                                                           3,087           2,815
Furniture and equipment                                                                 4,413           4,085


                                       5
<PAGE>


Stationery and supplies                                                                 1,561           1,400
Provision for litigation settlement                                                      ----           5,500
Servicing and consulting fees                                                           2,742           2,195
Advertising and public relations                                                        1,584           1,233
Other operating expense                                                                 7,864           7,507
- -------------------------------------------------------------------------------------------------------------
     Total other expense                                                               55,043          59,470
                                                                               ------------------------------
NET INCOME
Income before income taxes                                                             43,375          40,498
Applicable income taxes                                                                14,219          13,186
- -------------------------------------------------------------------------------------------------------------
     Net income                                                                     $  29,156       $  27,312
                                                                               ==============================
     Net income per share:
          basic                                                                     $    0.88       $    0.82
                                                                               ==============================
          diluted                                                                   $    0.87       $    0.79
                                                                               ==============================
     Weighted average shares outstanding:
          basic                                                                        33,075          33,507
          diluted                                                                      33,703          34,462
     Cash dividends per share                                                       $    0.39       $    0.36


See Notes to Consolidated Financial Statements
</TABLE>


                                       6
<PAGE>


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Wilmington Trust Corporation and Subsidiaries
                                                                               -----------------------------------
                                                                                        For the three months ended
                                                                                                         March 31,
(in thousands)                                                                              1999              1998
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>               <C>
OPERATING ACTIVITIES
     Net income                                                                        $  29,156         $  27,312
     Adjustments to reconcile net income to net cash provided by
            operating activities:
                 Provision for loan losses                                                 5,000             5,000
                 Provision for depreciation                                                3,985             2,876
                 Amortization of investment securities available for sale
                        discounts and premiums                                               609                96
                 Accretion of investment securities held to maturity discounts
                        and premiums                                                        (28)              (71)
                 Deferred income taxes                                                     1,951             (339)
                 Gains on sales of loans                                                   (301)             (228)
                 Securities (gains)/losses                                                  (20)                31
                 Decrease/(increase) in other assets                                         973           (6,252)
                 (Decrease)/increase in other liabilities                                (2,621)             2,396
- ------------------------------------------------------------------------------------------------------------------
                       Net cash provided by operating activities                          38,704            30,821
                                                                               -----------------------------------
INVESTING ACTIVITIES
     Proceeds from sales of investment securities available for sale                     276,380            39,812
     Proceeds from maturities of investment securities available for sale                113,916            92,355
     Proceeds from maturities of investment securities held to maturity                   29,050            44,297
     Purchases of investment securities available for sale                             (548,511)         (228,150)
     Purchases of investment securities held to maturity                                    ----              ----
     Investments in affiliates                                                              ----          (52,509)
     Gross proceeds from sales of loans                                                   38,084            23,247
     Purchases of loans                                                                  (1,422)           (1,095)
     Net increase in loans                                                             (133,935)         (126,450)
     Net increase in premises and equipment                                              (4,845)           (7,175)
- ------------------------------------------------------------------------------------------------------------------
                       Net cash used for investing activities                          (231,283)         (215,668)
                                                                               -----------------------------------
FINANCING ACTIVITIES
     Net (decrease)/increase in demand, savings and interest-bearing
            demand deposits                                                             (82,489)            197,61 
     Net increase/(decrease) in certificates of deposit                                    9,709          (23,637)
     Net increase in federal funds purchased and securities sold
            under agreements to repurchase                                               241,387            77,416
     Net increase/(decrease) in U.S. Treasury demand                                       9,962           (3,529)
     Cash dividends                                                                     (12,887)          (12,062)
     Proceeds from common stock issued under employment benefit plans                      5,597             2,796


                                       7
<PAGE>


     Payments for common stock acquired through buybacks                                (26,885)           (2,915)
- ------------------------------------------------------------------------------------------------------------------
                        Net cash provided by financing activities                        144,394           235,684
                                                                               -----------------------------------
     (Decrease)/increase in cash and cash equivalents                                   (48,185)            50,837
     Cash and cash equivalents at beginning of period                                    288,079           289,392
- ------------------------------------------------------------------------------------------------------------------
                        Cash and cash equivalents at end of period                    $  239,894        $  340,229
                                                                               ===================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid during the period for:
            Interest                                                                  $   46,229        $   57,638
            Taxes                                                                          6,407               813
     Loans transferred during the year:
            To other real estate owned                                                $      143        $      105
            From other real estate owned                                                     620             2,011

     See Notes to Consolidated Financial Statements
</TABLE>


                                       8
<PAGE>


Notes to Consolidated Financial Statements
Wilmington Trust Corporation and Subsidiaries

Note 1 - Accounting and Reporting Policies

      The accounting and reporting policies of Wilmington Trust Corporation (the
"Corporation"),  a holding  company that owns all of the issued and  outstanding
shares  of  capital  stock of  Wilmington  Trust  Company,  Wilmington  Trust of
Pennsylvania and Wilmington Trust FSB, conform to generally accepted  accounting
principles  and  practices  in  the  banking  industry  for  interim   financial
information.  The  information for the interim periods is unaudited and includes
all  adjustments  that  are of a normal  recurring  nature  and that  management
believes to be necessary for fair  presentation.  Results of the interim periods
are not necessarily  indicative of the results that may be expected for the full
year. This note is presented and should be read in conjunction with the Notes to
the  Consolidated  Financial  Statements  included in the  Corporation's  Annual
Report to Stockholders for 1998.

Note 2 - Comprehensive Income

      Effective January 1, 1998, the Corporation  adopted Statement of Financial
Accounting  Standards ("SFAS") No. 130, "Reporting  Comprehensive  Income." SFAS
No. 130  established  new rules for the reporting  and display of  comprehensive
income  and  its  components.   The  statement  requires,  among  other  things,
unrealized gains or losses on the Corporation's  available-for-sale  securities,
that prior to adoption were reported  separately in shareholders'  equity, to be
included in comprehensive  income. The adoption of SFAS No. 130 had no impact on
the Corporation's net income or shareholders' equity.

      For the three  months ended March 31, 1999 and 1998,  total  comprehensive
income, net of taxes, was $26,259,000 and $27,914,000, respectively.

Note 3 - Segment Reporting

<TABLE>
<CAPTION>

Financial data by segment for March 31, 1999 vs March 31, 1998 is as follows:
- -----------------------------------------------------------------------------------------------------------------
                                                           Banking        Fee-Based         Funds
Quarter Ended March 31, 1999 (in thousands)                business        business       management     Totals
- -----------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>             <C>            <C>    

Net interest income                                       $  49,396      $   5,102        $  3,846      $  58,344
Provision for loan losses                                   (4,944)           (56)            ----        (5,000)
- -----------------------------------------------------------------------------------------------------------------
Net interest income after provision                          44,452          5,046           3,846         53,344
Trust and asset management fees:
     Personal trust                                            ----         16,014            ----         16,014
     Corporate financial services                              ----         11,185            ----         11,185
     Asset management                                          ----          9,137            ----          9,137
Other operating income                                        9,300            510             182          9,992
Securities gains                                               ----           ----              20             20
- -----------------------------------------------------------------------------------------------------------------
Net interest and other income                                53,752         41,892           4,048         99,692
Other expense                                              (29,425)       (25,876)           (464)       (55,765)
- -----------------------------------------------------------------------------------------------------------------
Segment profit from operations                               24,327         16,016           3,584         43,927
Segment loss from infrequent events                            ----          (190)            ----          (190)
- -----------------------------------------------------------------------------------------------------------------
Segment profit before income taxes                        $  24,327      $  15,826        $  3,584      $  43,737
=================================================================================================================


                                       9
<PAGE>


Intersegment revenue                                     $    2,462       $  1,886      $      635     $    4,983
Depreciation & amortization                                   2,532          1,665              69          4,266
Investment in equity method investees                          ----        132,244            ----        132,244
Segment average assets                                    4,083,777        662,882       3,052,629      7,799,288

Quarter Ended March 31, 1998 (in thousands)
- -----------------------------------------------------------------------------------------------------------------
Net interest income                                      $   50,302       $  5,827      $    3,816     $   59,945
Provision for loan losses                                   (4,763)          (237)            ----        (5,000)
- -----------------------------------------------------------------------------------------------------------------
Net interest income after provision                          45,539          5,590           3,816         54,945
Trust and asset management fees:
     Personal trust                                            ----         14,677            ----         14,677
     Corporate financial services                              ----          9,635            ----          9,635
     Asset management                                          ----          6,279            ----          6,279
Other operating income                                        8,771            985           6,076         15,832
Securities losses                                              ----           ----            (31)           (31)
- -----------------------------------------------------------------------------------------------------------------
Net interest and other income                                54,310         37,166           9,861        101,337
Other expense                                              (28,790)       (24,150)         (6,982)       (59,922)
- -----------------------------------------------------------------------------------------------------------------
Segment profit from operations                               25,520         13,016           2,879         41,415     
Segment profit from infrequent events                          ----            728            ----            728
- -----------------------------------------------------------------------------------------------------------------
Segment profit before income taxes                       $   25,520       $ 13,744      $    2,879     $   42,143
=================================================================================================================

Intersegment revenue                                     $    1,405       $    822      $      314     $    2,541
Depreciation and amortization                                 1,823          1,276              36          3,135
Investment in equity method investees                          ----         52,785            ----         52,785
Segment average assets                                    3,748,944        518,665       3,149,183      7,416,792


</TABLE>


                                       10
<PAGE>


A reconciliation of reportable segment amounts to the Corporation's consolidated
balances is as follows:




- --------------------------------------------------------------------------------
Quarter ended March 31 (in thousands)                    1999           1998
- --------------------------------------------------------------------------------
 
Revenue:
Total revenues for reportable segments                $    58,344    $    59,945
Other revenues                                             46,348         46,392
Elimination of intersegment revenues                      (1,274)        (1,369)
- --------------------------------------------------------------------------------
     Total consolidated revenues before provision     $   103,418    $   104,968
                                                    ============================
Profit or loss:
Total profit or loss for reportable segments          $    43,927    $    41,415
Elimination of intersegment profits                         (552)          (917)
- --------------------------------------------------------------------------------
                                                      $    43,375    $    40,498
                                                    ============================
Assets:
Total assets for reportable segments                  $ 7,799,288    $ 7,416,792
Other assets                                              228,173        217,045
Elimination of intersegment assets                    (1,741,707)    (1,523,839)
Other assets not allocated to segments                       ----           ----
- --------------------------------------------------------------------------------
     Consolidated total average assets                $ 6,285,754    $ 6,109,998
                                                    ============================

                                       11


<PAGE>


Wilmington Trust Corporation and Subsidiaries

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

SUMMARY
- -------

Net income for the first quarter of 1999 was $29.2 million, or $.88 per share, a
7% increase over the $27.3  million,  or $.82 per share,  recorded for the first
quarter of last year. Diluted net income per share for the first quarter of 1999
was $.87, compared with $.79 for the first quarter of last year.

Total  revenues  for the first  quarter of 1999  reached  $103.4  million,  a 2%
decrease from the $105.0 million reported for the first quarter of 1998.

Net interest  income for the first quarter of 1999 reached $57.8  million,  a 3%
decrease from the $59.4 million reported for the first quarter last year.

The quarterly  provision for loan losses of $5.0 million was unchanged from that
for the first quarter of 1998. The reserve for loan losses at quarter-end  stood
at $73.7  million,  up $1.8 million,  or 2%, over the $71.9 million  reported at
December 31, 1998.

Noninterest  income for the first quarter of 1999 was $45.6  million,  unchanged
from the amount reported for the same quarter of last year.

Operating  expenses  for the first  quarter  of 1999 were  $55.0  million,  a 7%
decrease from the $59.5 million reported for the first quarter last year.

Return on assets for the three  months ended March 31,  1999,  on an  annualized
basis, was 1.88%, above the 1.81% reported for the first quarter of 1998. Return
on stockholders'  equity,  also on an annualized  basis,  was 22.10%,  above the
21.81% reported for the first three months of 1998.

STATEMENT OF CONDITION
- ----------------------

Total assets at March 31, 1999 were $6.47  billion,  up $168.4  million,  or 3%,
over the $6.30  billion  reported at December 31,  1998.  Total  earning  assets
increased $167.3 million,  or 3%, to $5.94 billion over the same period of time.
Growth  in  both  the  loan  and  investment  portfolios  contributed  to  these
increases.

Total loans at March 31, 1999 were $4.41 billion,  an increase of $94.4 million,
or 2%, over the December 31, 1998 level of $4.32 billion.  Contributing  to this
increase were commercial  loans of $1.40 billion,  which rose $35.1 million,  or
3%, over their December 31, 1998 level;  commercial construction loans of $249.1
million,  which rose $37.3 million,  or 18%; commercial mortgage loans of $879.3
million,  which rose $9.9 million,  or 1%; residential  mortgage loans of $859.7
million,  which rose $2.1 million, or .25%, and consumer loans of $1.02 billion,
which rose $8.9 million, or .9%.

The  investment  portfolio at March 31, 1999 was $1.50  billion,  an increase of
$124.1  million,  or 9%, over the December 31, 1998 level of $1.37 billion.  The
Corporation  continued  its  efforts to replace  securities  sold  during  1998.
Contributing  to  this  increase  were  U.S.   Treasury  and  government  agency
securities,  which  increased  $73.5  million,  or 9%,  to  $899.2  million  and
asset-backed  securities,  which  increased  $51.8  million,  or 20%,  to $317.2
million.

Interest-bearing  liabilities  at  quarter-end  were  $4.98  billion,  up $239.1
million, or 5%, over the year-end level of $4.74 billion.  Total deposits during
the  first  three  months  of 1999  declined  $72.8  million,  while  short-term


                                       12
<PAGE>


borrowings increased $251.3 million. A $22.2 million increase in certificates of
deposit of  $100,000  and over was more than offset by a $60.5  million,  or 7%,
decrease in noninterest-bearing demand account balances, a $37.3 million, or 3%,
decrease in interest-bearing demand account balances and a $12.5 million, or 1%,
decrease  in  certificates  of  deposit  of less than  $100,000.  Federal  funds
purchased increased $168.6 million, or 149%, to $281.8 million and U.S. Treasury
demand balances rose $160.0 million, or 28.8%, to $715.0 million.

Stockholders' equity at March 31, 1999 was $538.3 million, down $7.9 million, or
1%, from the year-end level as earnings of $29.2 million and $5.6 million in new
stock issued were offset by a $2.9 million valuation reserve adjustment for the
investment portfolio, $12.9 million in cash dividends and $26.9 million for the
stock buyback program.

NET INTEREST INCOME
- -------------------

Net  interest  income for the first  quarter  of 1999 on a fully  tax-equivalent
("FTE") basis was $59.8 million.  This was a $1.7 million,  or 3%, decrease from
the $61.5 million reported for the first quarter of 1998.

Interest  income (FTE) for the first quarter of 1999  declined $6.2 million,  or
5%, to $109.4  million from $115.6  million for the first  quarter of 1998.  The
effect of a $105.7  million  increase in the average level of earning assets for
the first  quarter of 1999  compared  to the same period last year was more than
offset by the declining rate environment. Interest revenues rose $3.7 million as
a result of this increase in earning assets.  More than offsetting this increase
was a $9.9  million  decrease in  interest  revenues  associated  with the lower
interest rates. The average rate earned on these assets during the first quarter
of 1999 declined 58 basis points,  from 8.18% to 7.60%. The loan portfolio yield
decreased  71 basis  points,  to 8.13%,  while the  investment  portfolio  yield
declined 56 basis points, to 6.00%.

Interest expense for the first quarter of 1999 declined $4.5 million,  or 8%, to
$49.6  million from the $54.1  million  reported  for the first  quarter of last
year.  Contributing  to this  decrease in interest  expense was a $60.6  million
decrease in the average level of interest-bearing liabilities, which resulted in
a $2.5 million decrease in interest expense.  Complementing  this decrease was a
$2.0  million  decrease in interest  expense  attributable  to a 39-basis  point
decrease in the rate paid for those funds. The average rate the Corporation paid
for its funds for the first quarter of 1999 was 3.46%, compared to 3.85% for the
first quarter of 1998.

The  Corporation's  net interest margin for the first quarter of 1999 was 4.14%,
19 basis  points below the 4.33%  reported for the first  quarter of a year ago.
This decline was driven,  in part,  by customers  moving from  floating-rate  to
lower cost, fixed-rate financing.  In addition,  the issuance of $125 million of
subordinated debt securities in May 1998 to fund investments in asset management
firms,  generating  fee income,  reduced the net interest  margin  further.  The
following tables present  comparative net interest income data and a rate-volume
analysis of changes in net  interest  income for the first  quarters of 1999 and
1998.


                                       13
<PAGE>


<TABLE>
<CAPTION>
QUARTERLY ANALYSIS OF EARNINGS


                                                  1999 First Quarter                    1998 First Quarter

                                     -------------------------------------      -------------------------------------
(in thousands; rates on                   Average        Income/   Average        Average        Income/     Average
 tax-equivalent basis)                    balance        expense      rate        balance        expense        rate
- ---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>           <C>        <C>              <C>           <C>
Earning assets
     Time deposits in other banks      $     ----       $   ----      ----%    $     ----        $  ----        ----%
     Federal funds sold and
       securities purchased under
       agreements to resell                24,444            280      4.53         18,027            235        5.21
- ----------------------------------------------------------------                ------------------------
         Total short-term investments      24,444            280      4.53         18,027            235        5.21
                                     --------------------------------------------------------------------------------
     U.S. Treasury and government
       agencies                           834,945         11,959      5.77      1,014,697         16,051        6.37
     State and municipal                   15,244            285      7.61         18,249            358        7.87
     Preferred stock                      168,739          2,813      6.78        125,514          2,509        8.23
     Asset-backed securities              290,646          4,603      6.35        369,338          6,148        6.69
     Other                                 92,521          1,199      5.21         95,296          1,346        5.68
- ----------------------------------------------------------------                ------------------------
         Total investment securities    1,402,095         20,859      6.00      1,623,094         26,412        6.56
                                     --------------------------------------------------------------------------------
     Commercial, financial and
       agricultural                     1,383,405         26,483      7.68      1,197,666         25,895        8.66
     Real estate-construction             229,912          4,929      8.63        151,703          3,489        9.20
     Mortgage-commercial                  872,813         19,167      8.81        905,995         20,965        9.26
     Mortgage-residential                 854,064         15,916      7.39        820,520         16,926        8.25
     Consumer                           1,014,878         21,734      8.67        958,861         21,647        9.13
- ----------------------------------------------------------------                ------------------------
         Total loans                    4,355,072         88,229      8.13      4,034,745         88,922        8.84
                                     -------------------------------------------------------------------
         Total earning assets          $5,781,611        109,368      7.60     $5,675,866        115,569        8.18
                                     ================================================================================
Funds supporting earning assets
     Savings                           $  408,230          1,968      1.96     $  398,517          2,324        2.37
     Interest-bearing demand            1,349,693          7,661      2.30      1,138,486          7,263        2.59
     Certificates under $100,000        1,175,661         14,944      5.16      1,211,081         16,647        5.57
     Certificates $100,000 and over       700,084          9,260      5.29        703,718          9,973        5.67
- ----------------------------------------------------------------                ------------------------
         Total interest-bearing
           deposits                     3,633,668         33,833      3.76      3,451,802         36,207        4.24
                                     --------------------------------------------------------------------------------
     Federal funds purchased and
       securities sold under
       agreements to repurchase         1,030,789         12,510      4.85      1,263,038         17,336        5.49
     U.S. Treasury demand                  28,513            470      6.59         42,496            562        5.29
- ----------------------------------------------------------------                ------------------------
         Total short-term borrowings    1,059,302         12,980      4.91      1,305,534         17,898        5.48
                                     -------------------------------------------------------------------
     Long-term debt                       168,000          2,756      6.65         43,000           ----        ----
- ----------------------------------------------------------------                ------------------------


                                       14
<PAGE>


         Total interest-bearing
           liabilities                  4,860,970         49,569      4.11    4,800,336         54,105        4.54
                                     -----------------------------------------------------------------------------
     Other noninterest funds              920,641           ----      ----      875,530           ----        ----
- ----------------------------------------------------------------              ------------------------
         Total funds used to support
           earning assets              $5,781,611         49,569      3.46   $5,675,866         54,105        3.85
                                     =============================================================================
Net interest income/yield                                 59,799      4.14                      61,464        4.33
  Tax-equivalent adjustment                              (1,980)                               (2,050)
                                                       ---------                             ---------
Net interest income                                     $ 57,819                              $ 59,414
                                                       =========                             =========


</TABLE>

Average rates are calculated using average balances based on historical cost and
do not reflect the market valuation adjustment required by Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," effective January 1, 1994.


                                       15
<PAGE>


<TABLE>
<CAPTION>
RATE-VOLUME ANALYSIS OF NET INTEREST INCOME

                                                                                 --------------------------------------------
                                                                                         For the three months ended March 31,
                                                                                 --------------------------------------------
                                                                                                                    1999/1998
                                                                                                          Increase/(Decrease)
                                                                                                             due to change in
                                                                                 --------------------------------------------
                                                                                               1            2
(in thousands)                                                                            Volume         Rate           Total
- -----------------------------------------------------------------------------------------------------------------------------
     <S>                                                                                <C>           <C>            <C>     
Interest income:
     Time deposits in other banks                                                       $   ----      $  ----         $  ----
     Federal funds sold and
          securities purchased under
          agreements to resell                                                                 84         (39)             45
- -----------------------------------------------------------------------------------------------------------------------------
               Total short-term
                   investments                                                                 84         (39)             45
                                                                                 --------------------------------------------
     U.S. Treasury and
          government agencies                                                             (2,836)      (1,256)        (4,092)
     State and municipal *                                                                   (63)         (10)           (73)
     Preferred stock *                                                                        905        (601)            304
     Asset-backed securities                                                              (1,301)        (244)        (1,545)
     Other *                                                                                 (38)        (109)          (147)
- -----------------------------------------------------------------------------------------------------------------------------
               Total investment
                   securities                                                             (3,333)      (2,220)        (5,553)
                                                                                 --------------------------------------------
     Commercial, financial and
          agricultural *                                                                    3,966      (3,378)            588
     Real estate-construction                                                               1,774        (334)          1,440
     Mortgage-commercial *                                                                  (758)      (1,040)        (1,798)
     Mortgage-residential                                                                     682      (1,692)        (1,010)
     Consumer                                                                               1,261      (1,174)             87
- -----------------------------------------------------------------------------------------------------------------------------
               Total loans                                                                  6,925      (7,618)          (693)
- -----------------------------------------------------------------------------------------------------------------------------
               Total interest income                                                    $   3,676     $(9,877)       $(6,201)
                                                                                 ============================================
Interest expense:
     Savings                                                                            $      57     $  (413)       $  (356)
     Interest-bearing demand                                                                1,349        (951)            398
     Certificates under $100,000                                                            (486)      (1,217)        (1,703)


                                       16
<PAGE>


     Certificates $100,000 and over                                                         (52)        (661)           (713)
- -----------------------------------------------------------------------------------------------------------------------------
               Total interest-bearing
                   deposits                                                                  868      (3,242)         (2,374)
                                                                                 --------------------------------------------
     Federal funds purchased and
          securities sold under
          agreements to repurchase                                                       (3,188)      (1,638)         (4,826)
     U.S. Treasury demand                                                                  (185)           93            (92)
- -----------------------------------------------------------------------------------------------------------------------------
               Total short-term
                   borrowings                                                            (3,373)      (1,545)         (4,918)
                                                                                 --------------------------------------------
     Long-term debt                                                                        ----         2,756           2,756
- -----------------------------------------------------------------------------------------------------------------------------
               Total interest expense                                                 $  (2,505)   $  (2,031)      $  (4,536)
                                                                                 ============================================
Changes in net interest income                                                                                     $  (1,665)
                                                                                                              ===============


*        Variances are calculated on a fully tax-equivalent basis, which 
         includes the effects of any disallowed interest expense.

1        Changes attributable to volume are defined as change in average
         balance multiplied by the prior year's rate.

2        Changes attributable to rate are defined as a change in rate
         multiplied by the average balance in the applicable period of the
         prior year. A change in rate/volume (change in rate multiplied by
         change in volume) has been allocated to the change in rate.

</TABLE>


                                       17
<PAGE>


Noninterest Revenues and Operating Expenses
- -------------------------------------------

Noninterest  revenues for the first quarter of 1999 were $45.6 million, the same
as for the  first  quarter  a year  ago,  as  higher  levels  of trust and asset
management  fee  income  replaced a one-time  gain  reported  last year from the
disposition of the mutual fund processing business.

Trust and asset  management  fees for the first quarter of 1999  increased  $6.1
million, or 20%, to $36.1 million. Personal trust fees rose $1.2 million, or 8%,
to $15.8  million.  Corporate  trust fees rose $1.5  million,  or 15%,  to $11.1
million.  Asset management fees rose $3.4 million,  or 60%, to $9.1 million,  as
the Corporation's investment in two asset management firms added $2.7 million to
fee income.

Service  charges on deposit  accounts of $5.4  million  for the quarter  were 2%
above  those for the first  quarter of a year ago.  Increased  transaction  fees
associated  with automated  teller machine usage,  overdrafts and returned items
contributed to this increase.

Other operating income for the first quarter of 1999 was $4.1 million.  This was
a decrease of $6.2  million,  or 60%,  from the $10.2  million  reported for the
first  quarter of 1998.  Other  operating  income for the first  quarter of 1998
included a nonrecurring  gain of $5.5 million from the sale of the Corporation's
mutual fund  processing  business and $700,000 in revenues  associated  with its
precious metals business that also has been sold. Offsetting these decreases, in
part, were modest increases in loan fees and credit card processing fees. Absent
these one-time events,  other operating income was unchanged from the level of a
year ago.

Operating expenses for the first quarter of 1999 decreased $4.4 million,  or 7%,
to $55.0  million.  Total  personnel  expenses for the first  quarter  decreased
$900,000,  or 3%, to $33.8  million.  Contributing  to this  decrease was a $1.3
million,  or 5%, decrease in salaries,  bonuses and sales incentives.  Furniture
and  equipment  expense  for the first  quarter  rose  $300,000,  or 8%.  Higher
maintenance costs and depreciation expense associated with the new trust system
and the new operations  facility  contributed  to this  increase.  Net occupancy
expense rose $300,000,  or 10%, due to costs  associated with new personal trust
and private banking  offices opened last year in New York and California.  Other
operating expense for the first quarter decreased $4.2 million, or 26%, to $12.2
million,   as  higher  levels  of  service  and   consulting   expense  for  the
Corporation's year 2000 efforts, up $500,000,  or 25%, and advertising  expense,
up $400,000,  or 29%, were more than offset by a $5.0 million  decrease in other
operating  expenses.  This  decrease was the result of a $5.5 million  charge to
earnings taken in the first quarter of 1998 in connection  with the  anticipated
settlement of  outstanding  litigation.  The  Corporation's  efforts in readying
itself for the year 2000 are more fully discussed on pages 20 through 22.

Liquidity
- ---------

A financial  institution's liquidity represents its ability to meet, in a timely
manner,  cash flow requirements  that may arise.  Liquidity of the asset side of
the balance sheet is provided by the maturity and marketability of loans,  money
market assets and  investments.  Liquidity of the liability  side of the balance
sheet is usually provided through a stable base of core deposits.

The  Corporation's  quarter-end  liquidity ratio,  calculated in accordance with
regulatory  requirements  of the FDIC,  was  24.48%.  Management  believes  that
maturities of the Corporation's investment securities,  other readily marketable
assets and external sources of funds offer more than adequate  liquidity to meet
any cash flow  requirements  that may arise.  Sources of funds have historically
consisted  of deposits,  amortization  and  prepayments  of  outstanding  loans,
maturities of investment securities,  borrowings and interest income. Management
monitors the Corporation's  existing and projected liquidity  requirements on an
ongoing basis and implements appropriate strategies when deemed necessary.


                                       18
<PAGE>


Asset Quality and Loan Loss Provision
- -------------------------------------

The  Corporation's  provision  for loan losses for the first quarter of 1999 was
$5.0 million,  unchanged from the amount provided for the first quarter of 1998.
The reserve for loan losses at March 31, 1999 was $73.7 million,  an increase of
$1.8 million,  or 2%, above the $71.9 million reported at December 31, 1998. The
reserve  as a  percentage  of total  period-end  loans  outstanding  was  1.67%,
slightly above the year-end  level of 1.66%.  Net chargeoffs for the first three
months of 1999 were $3.2 million,  an increase of $500,000,  or 17%, above those
for the first quarter of 1998.

The  following  table  presents  the risk  elements  in the  Corporation's  loan
portfolio:

<TABLE>
<CAPTION>


Risk Elements (in thousands)                      March 31, 1999        December 31, 1998         March 31, 1998
- ----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                      <C>                    <C>    
Nonaccruing                                              $33,485                  $30,598                $28,819
Past due 90 days or more                                  40,076                   18,558                 19,253
- ----------------------------------------------------------------------------------------------------------------
Total                                                    $73,561                  $49,156                $48,072
                                                  ==============================================================

Percent of total loans at period-end                        1.67%                    1.14%                  1.17%

Other real estate owned                                  $ 1,055                  $ 1,532                $ 1,832

</TABLE>



Nonaccruing  loans at March 31,  1999 were $33.5  million,  an  increase of $2.9
million above the $30.6 million reported at December 31, 1998. Other real estate
owned,  which is  reported as a component  of other  assets in the  Consolidated
Statements  of  Condition,  consists of assets that have been  acquired  through
foreclosure.  These assets are recorded on the books of the  Corporation  at the
lower of their cost or the  estimated  fair  value  less cost to sell,  adjusted
periodically based upon current appraisals. Other real estate owned at March 31,
1999 was $1.0  million,  a decrease of $500,000,  or 31%,  from the December 31,
1998 level of $1.5 million.  Nonperforming  assets (other real estate owned plus
nonaccrual loans) at March 31, 1999 totaled $34.5 million, or .78% of period-end
loans outstanding.  This was an increase of $2.4 million, or 8%, above the $32.1
million, or .74% of period-end loans outstanding, reported at December 31, 1998.
As a result of the Corporation's  ongoing  monitoring of its loan portfolio,  at
March 31, 1999,  approximately  $60.9 million of its loans were  identified that
are either currently  performing in accordance with their terms or are less than
90 days past due but for which, in management's opinion, serious doubt exists as
to the  borrowers'  ability to continue to repay their loans in full on a timely
basis.

The  reserve  for loan  losses  at  quarter-end  was  2.20  times  the  level of
nonaccrual  loans.  Management  believes  the  reserve is  adequate,  based upon
currently available information. The Corporation's determination of the adequacy
of its reserve is based upon an  evaluation  of its  classified  loans and other
assets, past loss experience, current economic and real estate market conditions
and any regulatory recommendations.

Capital Resources
- -----------------

A strong capital  position  provides a margin of safety for both  depositors and
stockholders,  enables a financial  institution  to take advantage of profitable
opportunities and provides for future growth. The Corporation's total risk-based
capital ratio at the end of the first  quarter of 1999 was 12.19%,  and its core
(Tier 1) leveraged capital ratio was 6.49%. The corresponding ratios at year-end


                                       19
<PAGE>


1998 were  12.47%  and  6.61%,  respectively.  Both of these  ratios are well in
excess of the current regulatory minimums of 8.00% and 4.00%, respectively.

Reflecting the Corporation's  performance and favorable outlook, the Corporation
in April  increased  the  quarterly  dividend by 8% to 42 cents per share.  This
raises the  per-share  annual  dividend  rate to $1.68 and marks the  eighteenth
consecutive year in which dividends have been increased.

Management monitors the Corporation's capital position and will make adjustments
as needed to insure that the capital  base will satisfy  existing and  impending
regulatory  requirements,  as well as meet  appropriate  standards of safety and
provide for future growth.


Other Information
- -----------------

Year 2000 Issue

The  Corporation  is working to help  assure  that  date-sensitive  systems  and
hardware are prepared for orderly transition to the year 2000 without disrupting
our customer accounts and operations.

We began renovating  business  application systems in late 1995. The Corporation
established  a Year 2000 Program  Management  Office  ("PMO") to manage our Year
2000 project on an  enterprise-wide  basis. We conduct weekly project reviews of
our Year 2000 efforts with a management  steering team,  and quarterly  meetings
with senior management and the Board of Directors.

The PMO
- -------

The PMO is comprised of project leaders representing  information technology and
each major business area, such as commercial banking, personal banking, personal
trust  and  private  banking  and  corporate  financial   services.   This  team
coordinates  the  major   initiatives  and  strategies  in  each   constituent's
respective  area.  The  initiatives  include  business   risk/impact   analysis,
information  technology,  credit  risk,  vendor  management,   investment  risk,
communications and contingency planning.

The Corporation  worked with an international  consulting firm for approximately
six  months  to  assist  in  its  Year  2000  efforts.  That  firm  assisted  in
implementing an enterprise-wide  PMO and strategies to help assure business area
readiness, vendor readiness, external communication and contingency planning.

The PMO Master Plan
- -------------------

The following is a description and status of each strategy in our Year 2000
program:

    Information Technology
    ----------------------

    We are  using a  project  approach  the FDIC  has  endorsed  to help  assure
    continuity and efficiency among all our project teams. The approach uses the
    following  five  steps:  awareness,  assessment,   renovation,  testing  and
    implementation.

    o   RENOVATION:  We have  completed  assessment and renovation of all of our
        core critical hardware and software systems.  We are continuing  through
        1999 to renovate some non-core  systems that are  low-critical  internal
        systems.

    o   TESTING:  We  have  completed  testing  95% of the  number  of our  core
        critical   applications.   Additionally,   we  have   tested   our  core


                                       20
<PAGE>


        applications  and  infrastructure  in a "time machine"  environment,  in
        which our mainframe and mid-range  computers  actually  processed in the
        December  31,  1999 to  January 3, 2000  environment.  During the second
        quarter, we also will process in the February 28 and 29 to March 1, 2000
        environment.  We  expect  to  complete  testing  of  remaining  critical
        hardware and software  systems by June 30, 1999.  We also expect to plan
        for critical dates in the year 2000, assure that future modifications to
        our software applications do not introduce new date-related problems and
        provide any production support that may be necessary.

    o   IMPLEMENTATION:  As we have renovated applications we have implemented
        Year 2000 versions of software.  As a result,  the Year 2000 versions of
        all our core systems are running in production today.

        In preparing for the Year 2000, we have made technology investments that
        will  improve  our  ability to support  our  infrastructure  and deliver
        improved services to our customers.  These include installing a standard
        NT  desktop PC  throughout  our  company,  which we  anticipate  will be
        completed by the end of the second  quarter of 1999, a new wire transfer
        system,   introduction   of   online   banking   and   improvements   in
        infrastructure to support around-the-clock customer access.

Credit Risk
- -----------

Our credit risk strategy includes  assessing risks for existing  commercial loan
relationships  over $1 million and assessing all new loan  relationships over $1
million. We are evaluating the need to establish  additional loan loss reserves,
and will continue to monitor existing relationships for Year 2000 readiness into
the year 2000.

Investment Risk
- ---------------

We have evaluated  investment risk for trust accounts for which Wilmington Trust
has investment  responsibility,  as well as for the Corporation's own investment
portfolio.  We  have  implemented  an  investment  risk  strategy  based  on the
different types of holdings, such as equity, fixed-income or mutual funds.

Vendor Management
- -----------------

We have  corresponded  with  providers of core  services  and  products  through
several  mailings.  We are  continuing to assess key critical  vendors,  such as
power and telecommunication  companies, with whom we are reviewing their systems
renovation, testing, implementation and contingency plans. We are monitoring the
status of  critical  vendors  and have  developed  contingency  plans  where the
potential  for vendors to impact the  delivery  of  services  to us is high.  In
addition,  the Corporation is monitoring the status of regulatory reviews of our
major service providers. Where feasible, we have tested critical vendor-supplied
products,  such as software and hardware,  and environmental systems such as air
conditioning and elevator systems.

Costs
- -----

The Corporation estimates that it spent $16.95 million through March 31, 1999 in
outside  and  internal  costs  toward  required   modifications,   upgrades  and
replacements  of its  internal  systems and  testing.  We  presently  anticipate
incurring an additional  $6.9 million in 1999 in outside and internal  costs;  a
substantial  portion  of  these  costs  are  associated  with  completion  of PC
upgrades,  to be completed by June 30,  1999.  In the year 2000,  we estimate we


                                       21
<PAGE>


will we will spend $2.0 million in internal  costs for  production  support.  We
expect these costs to continue to be funded through operating cash flows.

We devoted approximately 30% of our available application programming and 21% of
our total internal  information  technology  resources to the Year 2000 issue in
1998 and the first  quarter of 1999.  We have  deferred  some other  information
technology  projects  pending  resolution  of the Year  2000  issue,  but do not
believe those  deferrals  will have a material  adverse  impact on our financial
performance or results of operations.

Contingency Planning
- --------------------

We have assessed the potential impact of Year 2000 failures on our core business
functions and have developed contingency plans where that impact presents a high
risk. Business experts and management in each area have validated these plans to
ensure their  appropriateness.  We are  incorporating  enhancements made through
this process into finalized  contingency  plans, due to be completed by June 30,
1999.

As part of our  contingency  planning,  we are monitoring our liquidity needs as
the year 2000  approaches  to  assure  that we have  sufficient  cash on hand to
support any changes in customer activity.  In addition, we have supplemented our
normal  contingency  plans to insure the temporary  availability of power at our
processing facilities.

We believe we are addressing  all key  components  necessary to resolve the Year
2000  issue.  Nevertheless,  it is  not  possible  to  determine  with  complete
certainty that all Year 2000 issues affecting us or our vendors or customers are
identified and corrected, or the duration, severity or financial consequences of
any  failure.  The  Corporation  anticipates  that  it is  possible  that it may
experience certain  operational  inconsistencies  and  inefficiencies.  This may
result in, among other things,  temporary delays in processing customers' checks
and payments and other transactions, and could divert the Corporation's time and
attention  and  financial  resources  from  ordinary  business  activities.  The
Corporation also could experience the possible failure of certain systems, which
may  require  significant  efforts  to prevent or  alleviate  material  business
disruptions.

Disclaimer
- ----------

The discussion above of the Corporation's  efforts and expectations  relating to
Year 2000 compliance are forward-looking  statements.  The Corporation's ability
to achieve Year 2000  compliance and the level of incremental  costs  associated
with that  compliance  could be adversely  impacted by, among other things,  the
availability  and  cost of  programming  and  testing  resources,  vendors'  and
customers'  ability to modify  proprietary  software and unanticipated  problems
identified in the ongoing compliance review.

Additional Information
- ----------------------

Additional information about the Year 2000 issue is available at our Web site at
wilmingtontrust.com,  or you can  call us at (302)  651-1985.  You also can send
your    questions    via    fax    to    (302)    651-1990    or    e-mail    to
[email protected].
- ----------------------------

In addition,  one of our  regulators,  the FDIC,  has an  informative  site that
addresses the year 2000 and financial  institutions for banking  customers.  You
can reach their site at fdic.gov/about/y2k.
                        ------------------

Accounting Pronouncements
- -------------------------

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133 is required to be adopted in
all fiscal quarters of fiscal years beginning after June 15, 1999. The Statement
will require the  Corporation to recognize all  derivatives on its balance sheet
at their fair  value.  Derivatives  that are not hedges must be adjusted to fair
value through income. If a derivative is a hedge, depending on the nature of the


                                       22
<PAGE>


hedge, changes in the fair value of the derivative will be offset either against
the change in fair value of the hedged assets,  liabilities or firm  commitments
through  earnings or recognized in other  comprehensive  income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be recognized in earnings  immediately.  The  Corporation has
not yet  determined  what the effect of SFAS No. 133 will be on its  earnings or
financial position.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Net interest income is an important  determinant of the Corporation's  financial
performance. Through interest rate sensitivity management, the Corporation seeks
to  maximize  the  growth  of net  interest  income  on a  consistent  basis  by
minimizing the effects of fluctuations  associated with changing market interest
rates.

The Corporation employs simulation models to measure the effect of variations in
interest rates on net interest  income.  The composition of assets,  liabilities
and  off-balance-sheet  instruments and their respective  repricing and maturity
characteristics are evaluated in assessing the Corporation's exposure to changes
in interest rates.

Net interest  income is projected using multiple  interest rate  scenarios.  The
results are  compared to net interest  income  projected  using stable  interest
rates. The Corporation's model employs interest rate scenarios in which interest
rates gradually move up or down 250 basis points. The simulation model projects,
as of March 31, 1999, that a gradual 250-basis point increase in market interest
rates would  reduce net  interest  income by 0.3% over a one-year  period.  This
figure  compares to a  projected  decrease  at  December  31,  1998 of 1.5%.  If
interest rates were to gradually decrease 250 basis points, the simulation model
projects,  as of March 31, 1999,  that net interest  income would  decrease 2.0%
over a one-year period. This figure compares to a projected increase at December
31, 1998 of 2.5%.  The  Corporation's  policy limits the permitted  reduction in
projected  net interest  income to 10% over a one-year  period given a change in
interest rates.

The preceding paragraph contains certain  forward-looking  statements  regarding
the anticipated  effects on the Corporation's net interest income resulting from
hypothetical  changes  in  market  interest  rates.  The  assumptions  that  the
Corporation  uses  regarding  the  effects of changes in  interest  rates on the
adjustment of retail  deposit rates and the balances of  residential  mortgages,
asset-backed  securities and collateralized  mortgage  obligations (CMOs) play a
significant  role in the results the simulation  model projects.  The adjustment
paths are not assumed to be symmetrical.

The  Corporation's  model has employed  assumptions  that reflect the historical
adjustment  paths of the  Corporation's  retail  deposit rates to changes in the
level of market interest  rates. In prior model runs, some of the  Corporation's
retail  deposit rates reached  historic lows within the 250-basis  point decline
scenario.  The  Corporation's  model  would  freeze the rates for these  deposit
products  when they equaled  their  historic  lows.  During the first quarter of
1999,  as actual  interest  rates on some of the  Corporation's  retail  deposit
products reached and, in some cases,  fell below their historic low points,  new
assumptions have been developed.  These new assumptions incorporate these recent
changes in the  structure of retail  deposit rates in the  Corporation's  market
area and project new  historic low points.  As was true in earlier  simulations,
the model freezes  these rates when they reach the new lower level.  These model
assumptions  (asymmetrical  adjustments  and rate floors based on historic lows)
limit the extent to which  deposit  rates are  expected to adjust in a declining
rate scenario and contribute to the projected simulation results.

Changes  in  the  balances  of  residential  mortgages,  CMOs  and  asset-backed
securities  are  driven  by  contractual  obligations  and  prepayments.   While
contractual  obligations  are not  typically  influenced  by changes in interest
rates,  prepayment activity (including  refinancing) can shift dramatically with
changes in interest rates. The Corporation's prepayment assumptions are based on
industry  estimates for loans with similar coupons and remaining  maturities.  A
250-basis point decline in interest rates can lead to a significant  increase in


                                       23
<PAGE>


prepayments  when  available  reinvestment  opportunities  of similar risk carry
lower returns. Conversely, should interest rates rise 250 basis points, the same
balances  are not likely to prepay at the same rate,  but  instead are likely to
lengthen  in  effective  maturity  as debtors  elect not to prepay and to retain
these  now  below-market  credit  terms  for as long  as  possible.  Holders  of
mortgages,  asset-backed  securities  and CMOs are left with returns below those
prevailing  in the  current  environment.  This  prepayment-driven  effect  also
contributes to the projected simulation results.

During the first  quarter  of 1999,  the  Corporation  sold  certain  fixed-rate
residential  mortgage loans into the secondary market.  The primary goal of this
program  is to reduce the risk that the  average  duration  of these  fixed-rate

residential  mortgage  loans  would  extend well  beyond the  duration  that was
anticipated  at  origination,  as  frequently  occurs  during  periods of rising
interest  rates.  Mortgage  loans sold during the first  quarter of 1999 totaled
$37.8 million.

Management reviews the Corporation's rate sensitivity regularly,  and may employ
a variety of  strategies  as needed to adjust that  sensitivity.  These  include
changing the relative  proportions  of fixed-rate and  floating-rate  assets and
liabilities,  as well as utilizing  off-balance-sheet  measures such as interest
rate swaps and interest rate floors.

At March 31, 1999, the Corporation was not committed to any interest rate swaps,
compared to a total  notional  amount of $25 million at year-end  1998. At March
31, 1999,  the  Corporation  was  committed to interest rate floors with a total
notional  amount of $325 million,  unchanged from year-end 1998. The floors have
remaining  maturities  of  between  4 and 39  months,  with a  weighted  average
maturity of 15 months.  The net interest  differential,  the amortization of the
initial fees  associated  with the purchase of the floors and any gains recorded
on sale are  reported  under the  caption  "Interest  and fees on loans" and are
recognized  over the  lives of the  respective  instruments.  See "Net  Interest
Income."


                                       24
<PAGE>


Part II.  Other Information

          Item 1 - Legal Proceedings
                   Not Applicable

          Item 2 - Change In Securities
                   Not Applicable

          Item 3 - Defaults Upon Senior Securities
                   Not Applicable

          Item 4 - Submission of Matters to a Vote of Security Holders
                   Not Applicable

          Item 5 - Other Information
                   Not Applicable

          Item 6 - Exhibits and Reports on Form 8-K

          The  exhibits  listed  below are being  filed as part of this  report.
          These exhibits will be made available to any shareholder  upon receipt
          of a written request therefor,  together with payment of $.20 per page
          for duplicating costs.

Exhibit Number                            Exhibit
- --------------           -------------------------------------------------
11                       Statement re computation of per share earnings

27                       Financial data schedule


                                       25
<PAGE>


                                  Signatures

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



Date:   May 14, 1999                /s/ David R. Gibson
                                    --------------------------------------------
                                    Name:   David R. Gibson
                                    Title:  Senior Vice President and
                                            Chief Financial Officer

                                            (Authorized Officer and Principal
                                            Accounting Officer)


                                       26






Statement Re Computation of Per Share Earnings
- ----------------------------------------------

Basic  earnings per share of $.88 for the first quarter of 1999 were computed by
dividing net income of $29,155,531  by the weighted  average number of shares of
common stock outstanding during the quarter of 33,075,049.


                                       27



<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CORPORATION'S FORM 10-Q FOR THE PERIOD
ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                                          0000872821            
<NAME>                                         WILMINGTON TRUST CORPORATION
<MULTIPLIER>                                   1000
       
<S>                                       <C>

<PERIOD-TYPE>                             3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   MAR-31-1999
<CASH>                                             207,494
<INT-BEARING-DEPOSITS>                                   0
<FED-FUNDS-SOLD>                                    32,400
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                      1,451,820
<INVESTMENTS-CARRYING>                              44,909
<INVESTMENTS-MARKET>                                45,384
<LOANS>                                          4,413,991
<ALLOWANCE>                                         73,690
<TOTAL-ASSETS>                                   6,468,918
<DEPOSITS>                                       4,463,983
<SHORT-TERM>                                     1,202,639
<LIABILITIES-OTHER>                                 96,003
<LONG-TERM>                                        168,000
                                    0
                                              0
<COMMON>                                            39,264
<OTHER-SE>                                         499,029
<TOTAL-LIABILITIES-AND-EQUITY>                   6,468,918
<INTEREST-LOAN>                                     87,201
<INTEREST-INVEST>                                   19,907
<INTEREST-OTHER>                                       280
<INTEREST-TOTAL>                                   107,388
<INTEREST-DEPOSIT>                                  33,833
<INTEREST-EXPENSE>                                  49,569
<INTEREST-INCOME-NET>                               57,819
<LOAN-LOSSES>                                        5,000
<SECURITIES-GAINS>                                      20
<EXPENSE-OTHER>                                     55,043
<INCOME-PRETAX>                                     43,375
<INCOME-PRE-EXTRAORDINARY>                          29,156
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                        29,156
<EPS-PRIMARY>                                         0.88
<EPS-DILUTED>                                         0.87
<YIELD-ACTUAL>                                        4.14
<LOANS-NON>                                         33,485
<LOANS-PAST>                                        40,076
<LOANS-TROUBLED>                                         0
<LOANS-PROBLEM>                                     60,915
<ALLOWANCE-OPEN>                                    71,906
<CHARGE-OFFS>                                        3,789
<RECOVERIES>                                           573
<ALLOWANCE-CLOSE>                                   73,690
<ALLOWANCE-DOMESTIC>                                64,452
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                              9,238
        


</TABLE>


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