WILMINGTON TRUST CORP
AGREEMENT BETWEEN TRUST & WILLIAM J. FARRELL, II
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>8
<FILENAME>w46239ex10-21.txt
<DESCRIPTION>AGREEMENT BETWEEN TRUST & WILLIAM J. FARRELL, II
<TEXT>

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  AMENDMENT NO. 1 TO SEVERANCE AGREEMENT DATED AS OF DECEMBER 19, 2000 BETWEEN
                          WILMINGTON TRUST COMPANY AND
                             WILLIAM J. FARRELL, II







                                  EXHIBIT 10.21


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                     AMENDMENT NO. 1 TO SEVERANCE AGREEMENT


      THIS AMENDMENT NO. 1 TO SEVERANCE AGREEMENT is dated as of December 19,
2000 between WILMINGTON TRUST COMPANY, a Delaware-chartered bank and trust
company (the "Bank"), and WILLIAM J. FARRELL, II ("Employee").


                                   BACKGROUND

      A. Bank and Employee are parties to a certain Severance Agreement dated as
of February 29, 1996 (the "Severance Agreement").

      B. Bank and Employee desire to amend certain provisions of the Severance
Agreement.

      NOW, THEREFORE, in consideration of the foregoing, and the mutual
covenants contained herein, the parties hereto, intending to be legally bound
hereby, agree as follows:

      1. Amendment

            a. Subparagraph 5(a). Subparagraph 5(a) of the Severance Agreement
hereby is amended and restated to read in its entirety as follows:

            "a. Compensation.

            (1) Bank shall pay Employee within ten days after the termination of
his employment a lump sum payment equal to the aggregate of 100% of the future
Monthly Compensation Employee would have received if he had continued in Bank's
employ until 36 months after the termination of his employment, discounted to
present value at a discount rate equal to the per annum rate offered on that
termination date (or the next preceding date on which that rate is published) on
U.S. Treasury bills with maturities of one and one-half years.

            (2) For purposes hereof, the term "Monthly Compensation" means:

            (a) The gross salary and wages paid or payable to Employee by Bank
for the month preceding the termination of his or her employment and which is
reportable on Form W-2 or any substitute therefor (unless a reduction in
Employee's base salary preceded Employee's resignation or retirement for Good
Reason, in which case in determining Monthly Compensation Bank shall use
Employee's highest base salary in effect during the twelve-month period before
the termination of his or her employment);

            (b) Plus one-twelfth of amounts paid or payable by Bank to Employee
in respect of all bonuses and incentive payments for Bank's most recently
completed fiscal year (including, without limitation, Bank's Executive Incentive
Plan and Profit-Sharing Bonus Plan);

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            (c) Reduced by (i) any amounts imputed under the Internal Revenue
Code of 1986, as amended (the "Code"), and regulations issued pursuant thereto
and (ii) amounts attributable to moving and travel expenses and tuition
payments.

            For purposes hereof, income Employee realizes from the exercise of
stock options and vacation time that has accrued but not been taken shall not be
considered in determining "Monthly Compensation." "

      b. Subparagraph 5(b). Subparagraph 5(b) of the Severance Agreement hereby
is amended and restated to read in its entirety as follows:

            "b. Benefits. For three years after the termination of Employee's
employment, at Bank's expense, Employee shall participate in and be covered by
all health, medical, life and disability plans, programs, policies and
arrangements of Bank applicable to employees, whether funded or unfunded;
provided, however, that, if any administrator or insurance carrier contests
Employee's participation in or coverage under that plan, program, policy or
arrangement, then in respect of insurance arrangements, Bank shall, at its own
cost or expense, cause equivalent insurance coverage to be provided and, in
respect of arrangements other than insurance, make cash payments to Employee in
an amount equal to the amount which would have been contributed by Bank with
respect to Employee at the times those amounts would have been contributed; and
provided further that, to the extent Bank has an obligation to provide
continuation coverage under Section 4980(B)(f) of the Code, the period for which
benefits are provided under this Subparagraph 5(b) constitutes a portion of that
continuation coverage. Notwithstanding the foregoing, any payments made to
Employee pursuant hereto, or otherwise, are subject to and conditioned upon
their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
thereunder."

                  2. No Other Amendment. Except as expressly modified hereby,
the Severance Agreement remains unchanged and in full force and effect.


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      IN WITNESS WHEREOF, Bank has executed this Amendment No. 1 to Severance
Agreement and caused its seal to be affixed hereto by its officers thereunto
duly authorized and Employee has signed this Amendment No. 1, all as of the date
first written above.


      ATTEST:                             WILMINGTON TRUST COMPANY



      /s/ Gerard A. Chamberlain           /s/ Michael A. DiGregorio
      ------------------------------      ------------------------------------
      [Assistant] Secretary               (Authorized Officer)

      WITNESS:                            EMPLOYEE:



      /s/ Edsel A. Bittle                 /s/ William J. Farrell, II
      ------------------------------      ------------------------------------

                                          Name: William J. Farrell, II
                                                ------------------------------

                                          Address:  23 Kenwick Road
                                                    --------------------------
                                                    Hockessin, DE  19707
                                                    --------------------------

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