UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WILMINGTON TRUST CORPORATION

Delaware		51-0328154
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Rodney Square North
1100 North Market Street
Wilmington, Delaware			19890
(Address of Principal Executive Offices)		(Zip Code)

2008 Employee Stock Purchase Plan

(Full title of the plan)

Gerard A. Chamberlain
Vice President and Assistant Secretary
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

(Name and address of agent for service)

(302) 651-1268

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed

maximum

Proposed

offering

maximum

Amount of

Title of securities

Amount

price

aggregate

registration

to be registered

to be registered

per share (3)

offering price (3)

fee (3)

Options (1)

Common Stock, par value $1.00 per share

800,000 (2)

$29.79

$23,832,000

$936.60

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

The following documents, which we have filed with the SEC, are incorporated herein by reference:

	1.		Annual Report on Form 10-K for the year ended December 31, 2007;
	2.		Current Reports on Form 8-K dated January 18, 2008, January 31, 2008, February 19, 2008, March 25, 2008, March 31, 2008, and April 18, 2008;
	3.		The description of our common stock contained on pages 27 through 29 of the proxy statement of Wilmington Trust Company dated May 30, 1991; and
	4.		The description of our preferred stock purchase rights contained in the Registration Statement on Form 8-A/A filed on December 22, 2004.

All reports and other documents we subsequently file pursuant to Sections 12, 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to filing a post-effective amendment that indicates that all securities offered hereby have been sold, or that deregisters all securities then remaining unsold, are deemed to be incorporated by reference in and to be a part of this registration statement from the date of filing those reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement is deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or any other document subsequently filed that also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes that statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Gerard A. Chamberlain, Esquire, Philadelphia, Pennsylvania, has passed upon the validity of our common stock offered hereby. Mr. Chamberlain is an officer and employee of Wilmington Trust Company, all of whose stock is owned by WTC, and an officer of WTC and other of its subsidiaries. Mr. Chamberlain owns the Corporation’s stock or options for WTC’s stock with an aggregate market value in excess of $50,000.

Item 6. Indemnification of Directors and Officers.

Our Restated Certificate of Incorporation provides that a director will not be liable to WTC or its stockholders for monetary damages for breach of fiduciary duty as a director, unless that

limitation on liability is not permitted under Delaware’s General Corporation Law. Our Bylaws provide that we will indemnify a person threatened to be made a party or otherwise involved in any proceeding because he or she is or was our director or is or was serving at our written request as a director, officer, employee, or agent of another entity that is not us or one of our subsidiaries, and may indemnify any officer of us or any of our subsidiaries, against liability that person suffers and expenses that person incurs. We must indemnify a person in connection with a proceeding that person initiates only if our Board of Directors authorized that proceeding.

Section 145 of Delaware’s General Corporation Law provides that a corporation may indemnify its officers, directors, employees, and agents (or persons who served, at the corporation’s request, as officers, directors, employees, or agents of another corporation) against expenses they incur in defending any action as a result of being a director, officer, employee, or agent if that person acted in good faith and in a manner reasonably believed to be in or not opposed to the corporation’s best interests. In the case of any criminal action or proceeding, the individual must have had no reason to believe his or her conduct was unlawful.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
Number		Exhibit
5		Opinion of counsel as to legality of registrant’s common stock
23.1		Consent of Gerard A. Chamberlain, Esquire (included in Exhibit 5)
23.2		Consent of KPMG LLP
24		Power of Attorney of Directors and Officers of the Registrant (included on the signature pages of this registration statement)

Item 9. Undertakings.

          WTC hereby undertakes:

          (a) (1) To file, during any period in which any offers or sales are being made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 and that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the

securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on April 17, 2008.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael A. DiGregorio and/or Gerard A. Chamberlain his or her true and lawful attorney(s)-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that those attorney(s)-in-fact and agent(s), or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

		/s/ Ted T. Cecala
		Ted T. Cecala
		Director, Chairman of the Board,
		and Chief Executive Officer
		(Date) April 17, 2008
		/s/ Robert V.A. Harra Jr.
		Robert V.A. Harra Jr.
		Director, President, and
		Chief Operating Officer
		(Date) April 17, 2008
		/s/ David R. Gibson
		David R. Gibson
		Executive Vice President and Chief
		Financial Officer
		(Principal Financial Officer)
		(Date) April 17, 2008
		/s/ Kevyn N. Rakowski
		Kevyn N. Rakowski
		Controller
		(Principal Accounting Officer)
		(Date) April 17, 2008
		/s/ Carolyn S. Burger
		Carolyn S. Burger
		Director
		(Date) April 17, 2008

		/s/ Thomas L. duPont
		Thomas L. duPont
		Director and member of Wilmington
		Trust’s Compensation Committee
		(Date) April 17, 2008
		/s/ R. Keith Elliott
		R. Keith Elliott
		Director
		(Date) April 17, 2008
		/s/ Donald E. Foley
		Donald E. Foley
		Director
		(Date) April 17, 2008
		/s/ Gailen Krug
		Gailen Krug
		Director and member of Wilmington
		Trust’s Compensation Committee
		(Date) April 17, 2008
		/s/ Rex L. Mears
		Rex L. Mears
		Director and member of Wilmington
		Trust’s Compensation Committee
		(Date) April 17, 2008

		/s/ Stacey J. Mobley
		Stacey J. Mobley
		Director
		(Date) April 17, 2008
		/s/ Michele M. Rollins
		Michele M. Rollins
		Director
		(Date) April 17, 2008
		/s/ David P. Roselle
		David P. Roselle
		Director and member of Wilmington
		Trust’s Compensation Committee
		(Date) April 17, 2008
		/s/ Oliver R. Sockwell
		Oliver R. Sockwell
		Director
		(Date) April 17, 2008
		/s/ Robert W. Tunnell Jr.
		Robert W. Tunnell Jr.
		Director and member of Wilmington
		Trust’s Compensation Committee
		(Date) April 17, 2008
		/s/ Susan D. Whiting
		Susan D. Whiting
		Director
		(Date) April 17, 2008

EXHIBIT INDEX

Exhibit
Number		Exhibit
5		Opinion of counsel as to legality of registrant’s common stock
23.1		Consent of Gerard A. Chamberlain, Esquire (included in Exhibit 5)
23.2		Consent of KPMG LLP
24		Power of Attorney of Directors and Officers of the Registrant (included on the signature pages of this registration statement)