exhibit10-49.htm


    Exhibit
10.49

    


    THE
WASHINGTON TRUST COMPANY

    ANNUAL
PERFORMANCE PLAN

    


    The
Annual Performance Plan has been established to achieve the objectives of the
Bank while rewarding employees commensurate with individual performance and
their combined contribution to the success of the Bank.

    


    It
is expected that the program will:

    


    1.           Effectively
motivate employees to contribute to corporate profitability.

    2.           Attract
and retain a highly qualified workforce.

    


    Eligibility

    


    Participants
of the Plan are full-time, part-time, and peak-time employees.  Summer
and temporary employees are excluded from participation.

    


    New
employees hired prior to October 1 will participate in the Plan immediately upon
the date of hire.  No one will be allowed to enter the Plan for the
current plan year after October 1.

    


    Employees
who participate in the other major incentive plans of the Bank, including but
not limited to, the Outside Mortgage Originator Commission Program, Merchant
Sales Commission Program, Customer Sales and Service Incentive Plan, Wealth
Management Sales Incentive Plan, 1800 Asset Management Incentive Plan,
Washington Trust Investors Incentive Plan, and Weston Financial Group Management
Incentive Plan are excluded from the Plan.

    


    Target
Incentive Payments

    


    Each
participant will have a target incentive payment which is based upon a
percentage of regular earnings for the year.  Target incentive levels
are set based upon position.

    


    The
target incentive will be modified based upon actual corporate and individual
performance using the following weightings:

    


    
      
        
          
            
              
                	
                        Title/

                        Position

                      	
                        Corporate

                        Performance

                      	
                        Individual

                        Performance

                      
	
                        CEO/COO

                      	
                        70%

                      	
                        30%

                      
	
                        EVPs
      and SVPs

                      	
                        60%

                      	
                        40%

                      
	
                        All
      Other Employees

                      	
                        50%

                      	
                        50%

                      


              

            

          

        

      

    

    


    Corporate
Performance Component

    


    Corporate
performance will be assessed based on three financial measures - Net Income,
Earnings Per Share (EPS), and Return On Equity (ROE).  Each financial
measure will receive equal weighting of one-third of the Corporate Performance
Component.

    


    Performance
targets for each measure will be set in advance of each plan year by management
and approved by the Compensation and Human Resources Committee of the Board of
Directors.  The actual payout for each of the financial measures will
be measured separately and determined based on actual performance as
follows:

    

      
        

      

    

    

    

    


    
      
        
          	
                  Performance

                  Against
      Plan

                	
                  Payout
      as a

                  Percent
      of Target

                
	
                  <
      80%

                	
                  0%

                
	
                  80.0%
      to 82.4%

                	
                  50.0%

                
	
                  82.5%
      to 87.4%

                	
                  62.5%

                
	
                  87.5%
      to 92.4%

                	
                  75.0%

                
	
                  92.5%
      to 97.4%

                	
                  87.5%

                
	
                  97.5%
      to 102.4%

                	
                  100.0%

                
	
                  102.5%
      to 107.4%

                	
                  112.5%

                
	
                  107.5%
      to 112.4%

                	
                  125.0%

                
	
                  112.5%
      to 117.4%

                	
                  137.5%

                
	
                  117.5%
      +

                	
                  150%

                


        

      

    

    


    The
Compensation and Human Resources Committee will have the flexibility to change
this leverage table at the beginning of each year as necessary to ensure
appropriate awards are made, as well as to adjust the weightings annually to
best reflect the needs of the Corporation.

    


    Individual
Performance Component

    


    In
order for payments under the Individual Performance Component to be made, the
weighted average of the financial metrics must be at least 80%.  Once
that threshold level is achieved, actual payments will be based on the manager’s
assessment of employee performance.

    


    Individual
performance will be determined based on job performance and achievement of
personal objectives.  Each year, managers will set performance
expectations and objectives for each participant.  At the end of the
year, the manager will assess individual performance with consideration to both
normal job duties as well as achievement of specific goals.

    


    The
manager will recommend a payment level between 0% to 100%, subject to the review
of the appropriate Senior Manager, Human Resources, COO, and/or
CEO.  The decision of these parties will be considered
final.  Any amounts not paid to a participant as a result of that
participant not fully meeting individual goals or performance expectations may
be reallocated to any employee who demonstrated extraordinary performance, at
the recommendation of the appropriate Senior Manager, Human Resources, COO,
and/or CEO.

    


    Administrative
Details

    


    
      	
              §  

            	
              The
      Board of Directors has delegated responsibility to the Compensation and
      Human Resources Committee for (a) establishing the annual terms of the
      Plan including target payout levels and the relationship of target payout
      levels to target profitability measures; and (b) authorizing payments,
      including the individual awards made to Executive Officers and senior
      management, and the aggregate awards made to all other
      employees.

            


    

    


    
      	
              §  

            	
              The
      Compensation and Human Resources Committee shall rely on the independent
      directors of the Board to assess the performance of the CEO and COO, and
      will consider this assessment in determining compensation for the CEO and
      COO.  The CEO and COO will present an assessment of the
      performance of other Executive Officers and Senior Managers, and the
      Committee will consider this assessment in determining compensation for
      these employees.  The Committee has delegated responsibility for
      determining performance for all other employees to the CEO, COO, and
      appropriate members of management.

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              §  

            	
              Performance
      results will be based on operating earnings (excluding one-time charges)
      consistent with publicly released results.  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 Named Executive Officers will be required to
      reimburse the Corporation for any plan payment that would not have been
      earned based on the restated financial
results.

            


    

    


    
      	
              §  

            	
              Participants
      must be active employees of The Washington Trust Company on the date that
      Annual Performance Plan payments are made in order to qualify for
      payment.  Participants 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. Employees who retire
      from eligible status during the year will be eligible for a pro-rated
      payment.

            


    

    


    
      	
              §  

            	
              Plan
      earnings are based upon twenty-six biweekly pay periods.  In the
      event that there are twenty-seven biweekly pay periods during a calendar
      year, only the last twenty-six biweekly pay periods will be
      considered.

            


    

    


    
      	
              §  

            	
              This
      is not a tax qualified plan, which means that all payments are subject to
      ordinary taxation.  Participants who hold the title of Chairman
      & CEO, President & COO, Executive Vice President, Senior Vice
      President, Managing Director or the equivalent may defer any or all of the
      Plan payment into The Washington Trust Company Nonqualified Deferred
      Compensation Plan.

            


    

    


    
      	
              §  

            	
              An
      individual is expected to fully meet all major job requirements in order
      to qualify for incentive compensation.  Once the incentive award
      (if any) has been determined, the actual award to be paid may be modified
      at the recommendation of the Senior Manager, Human Resources, President
      & COO, and Chairman & CEO to reflect individual
      performance.  The decision of these individuals will be
      considered final.

            


    

    


    
      	
              §  

            	
              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.

            


    

    


    
      	
              §  

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

            


    

    


    
      	
              §  

            	
              A
      violation of Bank policy can result in loss of incentive compensation for
      both the employee and his/her manager, as well as loss of
      employment.

            


    

    


    
      	
              §  

            	
              Regardless
      of the actual award levels determined by the plan parameters, executive
      management and the Compensation and Human Resources Committee reserve the
      right to modify any award.

            


    

    


    
      	
              §  

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

            


    

    



    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
A –Target Bonus Awards

    


    Target
bonus award levels for Executive Officers are as follows:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Position

                                      	
                                        Total

                                        Target*

                                      
	
                                        CEO

                                      	
                                        45%

                                      
	
                                        COO

                                      	
                                        40%

                                      
	
                                        Executive
      Vice President

                                      	
                                        30%

                                      
	
                                        Senior
      Vice Presidents

                                      	
                                        25%

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

          *
as a percentage of regular earnings