exhibit10-51.htm


    Exhibit
10.51

    


    Wealth
Management

    Business
Building Incentive Plan

    Modified
Plan for 2009

    


    The
primary responsibility of the Executive Vice President of Wealth Management is
to increase wealth management revenues.  The intent of this incentive
plan is to reward as the Wealth Management division meets and exceeds
performance targets.

    


    The
full year effect of the market decline will be reflected in 2009 revenues and
pre-tax earnings.  In recognition of extraordinary market conditions,
the existing Business Building Incentive Plan structure has been modified to
provide a 50% incentive payment ($100,000) for performance at 110% of the 2009
budget or a 100% incentive payment ($200,000) for performance equal to 2008
results.

    


    MODIFIED
INCENTIVE STRUCTURE

     

    Performance
will be measured in terms of achieving targeted levels of pre-tax earnings,
revenues, and net new assets under management, with each metric having equal
weighting.   Results will be based upon the combined performance
of the Wealth Management product lines including Washington Trust Investors,
1800 Asset Management, Weston Financial, and Client Services.

     

    Goals
should be achieved through organic growth in the existing product lines,
excluding any revenue or asset growth through acquisitions or
mergers.  Goals and/or results may be adjusted to reflect
extraordinary events, including, but not limited to, acquisitions or
mergers.

     

    Net
new assets under management will be inclusive of all cash flows including, but
not limited to, new business, solicited additions/upgrades, lost business,
contributions, and distributions.  This will be measured by taking the
change in net assets under management, less market appreciation/depreciation and
investment income.

     

    Pre-tax
earnings results will be net of any payment under this or any other incentive
plan.

     

    
      
        	
                PRINCIPAL
      PROVISIONS

              


      

       

      Term
of the Program
The
term of this program is one year.  This plan supersedes all previous
plans for participants.

    

    
      
        	
                 

              


      

      Eligible
Participants

    

    The
Executive Vice President of Wealth Management is the only participant in this
program.  This incentive is in addition to his incentive under the
Annual Performance Plan.

    
      
        	
                 

              


      

    

    Administration

    The
Board of Directors has responsibility for establishing goals and determining
plan payments.  The Board has delegated responsibility for review of
plan parameters, goals and payments to the Compensation and Human Resources
Committee.

     

    If
the Corporation is required to prepare an accounting restatement due to the
material noncompliance with any financial reporting requirement under the
Federal securities laws, all participants will be required to reimburse the
Corporation for any plan payment that would not have been earned based on the
restated financial results.

     

    Plan
payments will be determined by the Compensation and Human Resources
Committee.  Regardless of the actual award levels determined by the
plan parameters, the Bank reserves the right to modify any award. The


    
      
      

      
        

      

    

    decisions
of the Compensation and Human Resources Committee will be considered final,
binding, and conclusive on all parties.

     

    The
Board of Directors and/or the Compensation and Human Resources Committee
reserves the right to suspend, modify or terminate the plan at any
time.

    
      
        	
                 

              


      

    

    Individual
Performance and Incentive Payments

    An
individual is expected to fully meet all major job requirements in order to
qualify for incentive compensation.  An individual is expected to be
forthright and honest with regard to all items submitted in calculating
incentive payments.  Any intent to deceive or defraud can result in
disciplinary action up to and including termination.

     

    Compliance
with all Bank and/or Department policies and procedures is
essential.  This includes, but is not limited to, the following of
investment policies and the proper and timely documentation of all
work.  Any violation of Bank policy can result in loss of incentive
compensation as well as loss in employment.

    
      
        	
                 

              


      

    

    Payment

    Incentive
compensation will be paid as soon as practical after final results can be
quantified.  Participants must be active employees of The Washington
Trust Company on the date that incentive payments are made in order to qualify
for payment.  However, employees who retire prior to the payment of
the incentive will be eligible for incentives on a pro-rated
basis.  Employees who terminate employment with the Bank (for reasons
other than retirement) prior to the date of payment will not be eligible to
receive any payment from the Plan.

     

    This
is not a tax qualified plan, which means that all payments are subject to
ordinary taxation.  Participants may defer any or all of the Plan
payment into The Washington Trust Company Nonqualified Deferred Compensation
Plan.

    
      
        	
                 

              


      

    

    Claims
To Awards And Employment Rights

    Eligibility
to participate in this program does not confer any right on the participant to
continue in the employ of the organization or limit, in any way, the right of
the employer to terminate at will.