Exhibit 10.e
WASHINGTON TRUST BANCORP, INC.
THE WASHINGTON TRUST COMPANY
MEETING OF THE BOARD OF DIRECTORS
VOTED: That, pursuant to the recommendation of the Executive Committee, The
Washington Trust Company (the "Bank") and Washington Trust Bancorp,
Inc. (the "Corporation") terminate the Outside Directors' Retainer
Continuation Plan (the "Directors' Plan") and all benefits under the
Directors' Plan, provided that all retired Directors currently
receiving payments pursuant to the Plan will continue to receive such
payments in accordance with the terms and conditions of the Plan.
VOTED: That, pursuant to the further recommendation of the Executive
Committee, the Corporation, in consideration of the termination of the
Directors' Plan, adopt, and it hereby does adopt, the Washington Trust
Bancorp, Inc. 1996 Directors' Stock Plan (the "1996 Plan") pursuant to
which the Corporation shall issue to each of its non-employee
Directors that number of shares (the aggregate number of shares to be
issued, the "Shares") of common stock of the Corporation, $.0625 par
value (the "Common Stock"), as shall be calculated by dividing (i) the
amount that would be payable to each such Director under the terms of
the Directors' Plan if it were to remain in effect, and if such
Director were to leave service as a Director effective September 30,
1996, and if all other conditions for payment to each Director were
satisfied (as such amount shall be calculated by the Hay Group) by
(ii) the Average Stock Price. The "Average Stock Price" shall be the
average of the closing prices of Common Stock as reported by the
Nasdaq Stock Market for each day during the period beginning January
1, 1996 and ending on September 30, 1996.
VOTED: That the Shares shall be issued to the Directors, effective as of
October 1, 1996, and that each Director shall notify the Corporation
as to whether he or she elects to receive Restricted Stock or Common
Stock without restrictions. "Restricted Stock" shall be Common Stock
which shall be forfeited to the Corporation without payment of
consideration to the Director in the event that such Director resigns
from the Board of Directors without the approval of a majority of the
Board of Directors (excluding the Director leaving the Board). The
terms of such restriction shall terminate on September 30, 1999.
VOTED: That the Chairman of the Board, President, Treasurer and Secretary
be, and they hereby are, authorized and directed to issue on October
1, 1996 or as soon thereafter as practicable, pursuant to the 1996
Plan, stock certificates for that number of whole (i.e. not
fractional), fully paid and non-assessable shares of Common Stock or
Restricted Stock of the Corporation to which the Directors are
entitled under these resolutions.
VOTED: That The Washington Trust Company, the Corporation's transfer agent
and registrar (the "Transfer Agent"), be, and it hereby is, authorized
and directed to issue and record on its transfer books, stock
certificates representing such shares of Common Stock and Restricted
Stock payable pursuant to the 1996 Plan and register such stock
certificates representing such shares of Common Stock and Restricted
Stock.
VOTED: That the proper officers of the Corporation be, and each of them
hereby is, authorized for and on behalf of the Corporation, to execute
personally or by attorney-in-fact and to cause to be filed with the
Securities and Exchange Commission such new registration statement
under the Securities Act of 1933, as amended (the "Securities Act") as
any such officer shall deem necessary, for the registration of the
Shares, and thereafter to execute and cause to be filed any amended
registration statement or registration statements and amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, and to cause such registration statements and any
amendments thereto to become effective in accordance with the
Securities Act of 1933, as amended (the "Securities Act"), and the
General Rules and Regulations of the Securities and Exchange
Commission thereunder.
VOTED: That the Chairman of the Board and Chief Executive Officer of the
Corporation be, and he hereby is, appointed as agent for service of
the Corporation with respect to said new registration statement with
all the powers and functions specified in the General Rules and
Regulations of the Securities and Exchange Commission under the
Securities Act.
VOTED: That the proper officers of the Corporation be, and each of them
acting singly hereby is, authorized, in the name and on behalf of the
Corporation, to take all such actions and to execute all such
documents as they may deem necessary or appropriate in connection with
the issuance of the Shares in order to comply with the Securities Act
and the Securities Exchange Act of 1934, as amended.
VOTED: That the Corporation apply to the Nasdaq National Market to list
thereon the Shares authorized by these resolutions and that the
appropriate officers of the Corporation be, and each of them hereby
is, authorized and directed to take such action on behalf of the
Corporation as such officers may deem necessary and appropriate to
effect the listing of such Shares on the Nasdaq National Market,
including the execution of a listing application therefore.
VOTED: That the Chairman of the Board, President and Treasurer of the
Corporation be, and each of them hereby is, authorized and directed to
take such action on behalf of the Corporation as such officers may
deem necessary and appropriate to effectuate the intent and purposes
of the foregoing resolutions.