exhibit10.htm

Exhibit
    10.1

    


     

     

     

     

     

     

     

     

     

     

     

    THE
      WASHINGTON TRUST COMPANY

     

    NONQUALIFIED
      DEFERRED COMPENSATION PLAN

     

    Amended
      and Restated Effective as of January 1, 2008

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

     

    Page

    

      
        	
                ARTICLE
                  I - DEFINITIONS

              	
                1

              
	
                1.1

              	
                Account

              	
                2

              
	
                1.2

              	
                Administrator

              	
                2

              
	
                1.3

              	
                Benchmark
                  Investment Fund

              	
                2

              
	
                1.4

              	
                Benchmark
                  Return

              	
                2

              
	
                1.5

              	
                Change
                  of Control

              	
                2

              
	
                1.6

              	
                Code

              	
                4

              
	
                1.7

              	
                Company

              	
                5

              
	
                1.8

              	
                Company
                  Contribution

              	
                5

              
	
                1.9

              	
                Compensation

              	
                5

              
	
                1.10

              	
                Compensation
                  Deferrals

              	
                5

              
	
                1.11

              	
                Director

              	
                5

              
	
                1.12

              	
                Education
                  Account

              	
                5

              
	
                1.13

              	
                Effective
                  Date

              	
                5

              
	
                1.14

              	
                Eligible
                  Employee

              	
                5

              
	
                1.15

              	
                Employee

              	
                6

              
	
                1.16

              	
                ERISA

              	
                6

              
	
                1.17

              	
                Fixed
                  Date Account

              	
                6

              
	
                1.18

              	
                Participant

              	
                6

              
	
                1.19

              	
                Participation
                  Election Form

              	
                6

              
	
                1.20

              	
                Participating
                  Employer

              	
                6

              
	
                1.21

              	
                Plan

              	
                7

              
	
                1.22

              	
                Plan
                  Year

              	
                7

              
	
                1.23

              	
                Retirement
                  or Retires

              	
                7

              
	
                1.24

              	
                Retirement
                  Account

              	
                7

              
	
                1.25

              	
                Rollover
                  Contributions

              	
                7

              
	
                1.26

              	
                Separation
                  from Service or Separates from Service

              	
                7

              
	
                1.27

              	
                Spouse

              	
                7

              
	
                1.28

              	
                Total
                  and Permanent Disability

              	
                8

              
	
                1.29

              	
                Trust

              	
                8

              
	
                1.30

              	
                Trustee

              	
                8

              
	
                1.31

              	
                Unforeseeable
                  Emergency

              	
                8

              


      

      


      
        	
                ARTICLE II
                  - PURPOSE

              	
                8

              
	
                2.1

              	
                Purpose

              	
                8

              


      

      


      
        	
                ARTICLE
                  III - PARTICIPATION

              	
                9

              
	
                3.1

              	
                Commencement
                  of Participation

              	
                9

              
	
                3.2

              	
                Continuation
                  of Participation

              	
                9

              


      

      


      
        	
                ARTICLE
                  IV - CONTRIBUTIONS

              	
                9

              
	
                4.1

              	
                Compensation
                  Deferrals

              	
                9

              


      

      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
        	
                4.2

              	
                Employer
                  Discretionary Contribution

              	
                12

              
	
                4.3

              	
                Time
                  and Form of Contributions

              	
                12

              


      

      


      
        	
                ARTICLE
                  V - VESTING

              	
                13

              
	
                5.1

              	
                Vesting

              	
                13

              


      

      


      
        	
                ARTICLE
                  VI - ACCOUNTS

              	
                13

              
	
                6.1

              	
                Accounts

              	
                13

              
	
                6.2

              	
                Benchmark
                  Investment Elections

              	
                14

              
	
                6.3

              	
                Forfeitures

              	
                14

              


      

      


      
        	
                ARTICLE
                  VII - DISTRIBUTIONS

              	
                14

              
	
                7.1

              	
                Form
                  of Distribution

              	
                14

              
	
                7.2

              	
                Commencement
                  of Payment

              	
                15

              
	
                7.3

              	
                Changes
                  Affecting an Education Account

              	
                18

              


      

      


      
        	
                ARTICLE
                  VIII - BENEFICIARIES

              	
                18

              
	
                8.1

              	
                Beneficiaries

              	
                18

              
	
                8.2

              	
                Lost
                  Beneficiary

              	
                19

              


      

      


      
        	
                ARTICLE
                  IX - FUNDING

              	
                19

              
	
                9.1

              	
                Prohibition
                  Against Funding

              	
                19

              
	
                9.2

              	
                Deposits
                  in Trust

              	
                20

              
	
                9.3

              	
                Withholding
                  of Employee and Director Contributions

              	
                20

              


      

      


      
        	
                ARTICLE
                  X - ADMINISTRATION

              	
                20

              
	
                10.1

              	
                Plan
                  Administration

              	
                20

              
	
                10.2

              	
                Administrator

              	
                21

              
	
                10.3

              	
                Claims
                  Procedures

              	
                21

              


      

      


      
        	
                ARTICLE
                  XI - GENERAL PROVISIONS

              	
                25

              
	
                11.1

              	
                No
                  Assignment

              	
                25

              
	
                11.2

              	
                No
                  Employment Rights

              	
                26

              
	
                11.3

              	
                Incompetence

              	
                26

              
	
                11.4

              	
                
                  Identity

                

              	
                26

              
	
                11.5

              	
                Other
                  Benefits

              	
                27

              
	
                11.6

              	
                No
                  Liability

              	
                27

              
	
                11.7

              	
                Expenses

              	
                27

              
	
                11.8

              	
                Amendment
                  and Termination

              	
                27

              
	
                11.9

              	
                Company
                  Determinations

              	
                28

              
	
                11.10

              	
                Construction

              	
                28

              
	
                11.11

              	
                Governing
                  Law

              	
                28

              
	
                11.12

              	
                Severability

              	
                28

              
	
                11.13

              	
                Headings

              	
                29

              
	
                11.14

              	
                Terms

              	
                29

              
	
                11.15

              	
                Withholding

              	
                29

              
	
                11.16

              	
                Terms
                  Binding

              	
                29

              


      

      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
        	
                11.17

              	
                Notice

              	
                29

              


      

      


      
        	
                ARTICLE
                  XII - EMPLOYER CONTRIBUTIONS

              	
                29

              
	
                12.1

              	
                Purpose

              	
                29

              
	
                12.2

              	
                Definitions

              	
                30

              
	
                12.3

              	
                Employer
                  Contributions

              	
                31

              
	
                12.4

              	
                Employer
                  Account

              	
                31

              
	
                12.5

              	
                Commencement
                  of Payment of Benefits

              	
                32

              
	
                12.6

              	
                Form
                  of Distribution

              	
                32

              
	
                12.7

              	
                Vesting

              	
                32

              
	
                12.8

              	
                Other
                  Applicable Provisions

              	
                32

              


      

       

    

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    THE
      WASHINGTON TRUST COMPANY

    NONQUALIFIED
      DEFERRED COMPENSATION PLAN

     

    Amended
      and Restated Effective as of January 1, 2005

     

    WHEREAS,
      Washington Trust Bancorp, Inc. (the “Bancorp”) and The Washington Trust Company
      of Westerly (the “Company”) (collectively, the “Corporation”) established the
      Washington Trust Bancorp, Inc. and The Washington Trust Company Plan for
      Deferral of Director’s Fees (the “Plan”) for the purpose of permitting the
      members of the Board of Directors of the Corporation to defer receipt of all
      or
      any part of their retainer and fees for services as a Director in order to
      provide supplemental retirement and tax benefits for such individuals;
      and

    WHEREAS,
      the Company amended and/or restated the Plan effective January 1, 1999, to,
      among other things, extend the provision of such supplemental retirement and
      tax
      benefits to a select group of management or highly compensated employees, rename
      the Plan as The Washington Trust Company Nonqualified Deferred Compensation
      Plan, and provide supplemental 401(k) benefits for certain 401(k) plan
      participants;

    WHEREAS,
      the Company amended and restated the Plan effective January 1, 2005 to, among
      other things, comply with the requirements of Section 409A of the
      Code;

    WHEREAS,
      the Company desires to again amend and restate the Plan primarily to comply
      with
      the requirements of Section 409A of the Code;

    WHEREAS,
      the Plan provides that the Company may amend the Plan at any time.

    NOW,
      THEREFORE, the Company hereby amends and restates the Plan as follows, effective
      as of January 1, 2008.

     

    ARTICLE
      I  - DEFINITIONS

     

    The
      following terms have the meanings set forth herein, unless the context otherwise
      requires:

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    1.1  Account.  The
      bookkeeping account established for each Participant as provided in Section
      6.1
      hereof.  Unless the context otherwise requires, the term includes the
      following subaccounts:  Education Accounts, Fixed Date Accounts, and
      Retirement Accounts.  A “Pre-2005 Account” means the amount standing
      to the credit of a Participant’s subaccounts as of December 31, 2004 and
      Benchmark Returns thereon.  A “Post-2004 Account” means the amount
      credited to a Participant’s subaccounts after January 1, 2005 and Benchmark
      Returns thereon.  Amounts allocated to one subaccount cannot be
      transferred to any other subaccount.

    1.2  Administrator.  The
      Compensation and Human Resources Committee of the Board of Directors, or any
      successor to such committee.

    1.3  Benchmark
      Investment Fund.  The
      investment fund or funds selected by the Administrator from time to
      time.

    1.4  Benchmark
      Return.  The
      amount of any increase or decrease in the balance of a Participant’s Account
      reflecting the gain or loss, net of any expenses, on the assets deemed invested
      in each Benchmark Investment Fund by the Participant from time to
      time.  Benchmark Returns shall be credited daily to Participants’
Accounts.

    1.5  Change
      of Control.

    (a)  The
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)), of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 20% or more of the then outstanding
      shares of common stock of Washington Trust Bancorp, Inc. (the “Bancorp”) (the
“Outstanding Corporation Common Stock”); provided, however, that any acquisition
      by the Bancorp or its subsidiaries, or any employee benefit plan (or related
      trust) of the Bancorp or its subsidiaries of 20% or more of Outstanding
      Corporation 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        
Common
        Stock shall not constitute a Change of Control; and provided, further, that
        any
        acquisition by a corporation with respect to which, following such acquisition,
        more than 50% of the then outstanding shares of common stock of such
        corporation, is then beneficially owned, directly or indirectly, by all or
        substantially all of the individuals and entities who were the beneficial
        owners
        of the Outstanding Corporation Common Stock immediately prior to such
        acquisition in substantially the same proportion as their ownership, immediately
        prior to such acquisition, of the Outstanding Corporation Common Stock, shall
        not constitute a Change of Control; or

    

    (b)  Individuals
      who constitute the Board of Directors of the Bancorp (the “Board”) as of January
      1, 1999 (the “Incumbent Board”), cease for any reason to constitute at least a
      majority of the Board, provided that any individual becoming a director
      subsequent to January 1, 1999, whose election, or nomination for election by
      the
      Bancorp’s shareholders, was approved by a vote of at least a majority of the
      directors then comprising the Incumbent Board shall be considered as though
      such
      individual were a member of the Incumbent Board, but excluding, for this
      purpose, any such individual whose initial assumption of office is in connection
      with either an actual or threatened election contest (as such terms are used
      in
      Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
      person other than the Board; or

    (c)  Consummation
      by the Bancorp of (i) a reorganization, merger or consolidation, in each case,
      with respect to which all or substantially all of the individuals and entities
      who were the beneficial owners of the Outstanding Corporation Common Stock
      immediately prior to such reorganization, merger or consolidation do not,
      following such reorganization, merger or consolidation, beneficially own,
      directly or indirectly, more than 40% 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        
of
        the
        then outstanding shares of common stock of the corporation resulting from
        such a
        reorganization, merger or consolidation; (ii) a reorganization, merger or
        consolidation, in each case, (A) with respect to which all or substantially
        all
        of the individuals and entities who were the beneficial owners of the
        Outstanding Corporation Common Stock immediately prior to such reorganization,
        merger or consolidation, following such reorganization, merger or consolidation,
        beneficially own, directly or indirectly, more than 40% but less than 50%
        of the
        then outstanding shares of common stock of the corporation resulting from
        such a
        reorganization, merger or consolidation, (B) at least a majority of the
        directors then constituting the Incumbent Board do not approve the transaction
        and do not designate the transaction as not constituting a Change of Control,
        and (C) following the transaction members of the then Incumbent Board do
        not
        continue to comprise at least a majority of the Board; or (iii) the sale
        or
        other disposition of all or substantially all of the assets of the Bancorp,
        excluding a sale or other disposition of assets to a subsidiary of the Bancorp;
        or

    

    (d)  Consummation
      by the Company of (i) a reorganization, merger or consolidation, in each case,
      with respect to which, following such reorganization, merger or consolidation,
      the Bancorp does not beneficially own, directly or indirectly, more than 50%
      of
      the then outstanding shares of common stock of the corporation or bank resulting
      from such a reorganization, merger or consolidation or (ii) the sale or other
      disposition of all or substantially all of the assets of the Company, excluding
      a sale or other disposition of assets to the Bancorp or a subsidiary of the
      Bancorp.

    1.6  Code.  The
      Internal Revenue Code of 1986, as amended and in effect from time to
      time.

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    1.7  Company.  The
      Washington Trust Company of Westerly, and any successor which adopts this
      Plan.

    1.8  Company
      Contribution.  A
      discretionary contribution that is credited to a Participant’s Account in
      accordance with the terms of Section 4.2 hereof.

    1.9  Compensation.  The
      Participant’s salary, bonus or Directors fees and retainers from his
      Participating Employer as reported on Form W-2 (or other appropriate form)
      for
      federal income tax purposes, plus any portion of such amounts which are deferred
      in accordance with Sections 125, 401(k) or 402(h) of the Code.

    1.10  Compensation
      Deferrals.  The
      portion of Compensation that a Participant elects to defer in accordance with
      Section 4.1 hereof.

    1.11  Director.  Any
      director of a Participating Employer.

    1.12  Education
      Account.  A
      subaccount of a Participant’s Account, with distribution to be made to the
      Participant who is or will be incurring expenses associated with college,
      postgraduate or professional education, with the timing of distribution from
      such account based upon the age of a specifically designated person who is
      under
      age 18 when the account is established and is either the Participant’s child,
      grandchild, niece or nephew (hereinafter referred to as the
“student”).  A separate Education Account shall be established for
      each student.

    1.13  Effective
      Date.  The
      original effective date of the Plan was February 11, 1988, and was amended
      and
      restated effective January 1, 1999 and January 1, 2005.  The effective
      date of this amendment and restatement of the Plan is as of January 1,
      2008.

    1.14  Eligible
      Employee.  An
      Employee of a Participating Employer who is designated as a key employee by
      the
      Committee.

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    1.15  Employee.  Any
      person employed as a common law employee of a Participating
      Employer.  An individual shall not be considered to be a common law
      employee unless he is paid as a common law employee at the time his services
      are
      rendered, has federal income tax withheld at such time, and receives a Form
      W-2
      in the ordinary course with respect to such service.

    1.16  ERISA.  Employee
      Retirement Income Security Act of 1974, as amended and in effect from time
      to
      time.

    1.17  Fixed
      Date Account.  A
      subaccount under a Participant’s Account, with distributions to be made as of
      January 1 of a year selected by the Participant on his Participation Election
      Form, which year is not less than three years from establishment of the
      account.  A separate Fixed Date Account shall be set up for each
      separate distribution date selected by the Participant.

    1.18  Participant.  An
      Eligible Employee or Director who has submitted a Participation Election Form
      agreeing to participate in the Plan and whose Account has not been fully paid
      out.

    1.19  Participation
      Election Form.  The
      separate written agreement, submitted to the Administrator, by which an Eligible
      Employee or Director agrees to participate in the Plan and indicates all
      necessary information to establish the Account for such Eligible Employee or
      Director as a Participant under the Plan, including, but not limited to, the
      amount of Compensation Deferral, and the designation of subaccounts including
      Education Accounts, Retirement Accounts, or Fixed Date Accounts.

    1.20  Participating
      Employer.  The
      Washington Trust Company of Westerly, Washington Trust Bancorp, Inc., and each
      affiliate of either of them that elects to participate in the Plan.

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    1.21  Plan.  The
      Washington Trust Company Nonqualified Deferred Compensation Plan, as set forth
      herein, together with any and all amendments thereto.

    1.22  Plan
      Year.  The
      calendar year.

    1.23  Retirement
      or Retires.  In
      the case of an Employee, the date the Participant Separates from Service after
      attaining either (a) age 65 or (b) age 55 with 10 or more years of service
      with
      a Participating Employer (including prior service with an acquired company
      if
      the Participant became an Employee at the time of the acquisition of the
      acquired company).  In the case of a Director, the date of Separation
      from Service after attaining age 55.

    1.24  Retirement
      Account.  A
      subaccount under a Participant’s Account, from which distributions are to be
      made following the Participant’s Retirement.

    1.25  Rollover
      Contributions.  Rollover
      Contributions will equal account balances in the Washington Trust Bancorp,
      Inc.
      and The Washington Trust Company Plan for Deferral of Directors’ Fees, as
      amended, as of January 1, 1999, which were credited to this Plan as beginning
      balances on January 1, 1999.

    1.26  Separation
      from Service or Separates from Service.  Separation
      from Service or Separates from Service occurs when the Participating Employer
      and the Participant reasonably anticipate that no further services would be
      performed by the Participant for the Participating Employer after a certain
      date
      or that the level of bona fide services the Participant would perform for the
      Participating Employer after such date (whether as an Employee or as an
      independent contractor) would permanently decrease to no more than 20 percent
      of
      the average level of bona fide services performed by the Participant for the
      Participating Employer over the immediately preceding 36-month period (or period
      of employment, if less than 36 months).

    1.27  Spouse.  An
      opposite-sex person to whom the Participant is lawfully married.

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    1.28  Total
      and Permanent Disability.  A
      Participant is considered to have incurred a Total and
      Permanent  Disability if he (a) is unable to engage in any substantial
      gainful activity by reason of any medically determinable physical or mental
      impairment which can be expected to result in death, or can be expected to
      last
      for a continuous period of not less than 12 months, or (b) is, by reason of
      any
      medically determinable physical or mental impairment which can be expected
      to
      result in death, or can be expected to last for a continuous period of not
      less
      than 12 months, receiving income replacement benefits for a period of not less
      than three (3) months under the Participating Employer’s long-term disability
      plan.

    1.29  Trust.  The
      agreement between the Company and the Trustee under which the assets of the
      Plan
      are held, administered and managed.

    1.30  Trustee.  The
      Trustee is Mercer Trust Company, and any and all successor trustees to the
      Trust.

    1.31  Unforeseeable
      Emergency.  Defined
      in Section 7.2(b) hereof, and subject to interpretation in accordance with
      regulations governing such definition promulgated under Section 409A of the
      Code.

     

    ARTICLE
      II - PURPOSE

     

    2.1  Purpose.  The
      purpose of this Plan is to provide Eligible Employees and Directors supplemental
      retirement and tax benefits through the deferral of Compensation.  The
      Plan is intended to be a “plan which is unfunded and is maintained by an
      employer primarily for the purpose of providing deferred compensation for a
      select group of management or highly compensated employees” within the meaning
      of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and shall be interpreted
      and administered to the extent possible in a manner consistent with that
      intent.  In addition, the Plan is intended to comply with Section 409A
      of the Code and shall be interpreted and administered in a manner consistent
      with that intent.

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III - PARTICIPATION

     

    3.1  Commencement
      of Participation.  Each
      Eligible Employee or Director shall become a Participant at the earlier of
      the
      date on which his Participation Election Form first becomes effective or the
      date on which an Employer Discretionary Contribution or Employer Contribution
      (as defined in Section 12.3) is first credited to his Account.

    3.2  Continuation
      of Participation.  Each
      Eligible Employee or Director shall remain a Participant hereunder until all
      amounts credited to his Account are distributed in full.  Compensation
      Deferrals are not permitted in any Plan Year beginning after the date on which
      an Eligible Employee or Director no longer satisfies the criteria for
      eligibility.

     

    ARTICLE
      IV - CONTRIBUTIONS

     

    4.1  Compensation
      Deferrals.

    (a)  The
      Participating Employer shall credit Compensation Deferrals to the Account of
      a
      Participant in an amount equal to the amount designated in the Participant’s
      Participation Election Form for that Plan Year.  With respect to
      Compensation Deferrals on the salary portion of a Participant’s compensation,
      the Participant may defer any whole percentage from 1% to 25%
      inclusive.  With respect to Compensation Deferrals on the bonus or
      Directors fees and retainer portion of a Participant’s Compensation, the
      Participant may defer any whole percentage between 1% and 100%,
      inclusive.  The minimum amount a Participant must defer for any Plan
      Year is $1,000.

    Such
      amounts shall not be made available to such Participant, except as provided
      in
      Article VII hereof, and, as Compensation Deferrals, shall reduce such
      Participant’s Compensation from a Participating Employer in accordance with the
      provisions of the applicable Participation Election Form; provided, however,
      that all such amounts shall be subject to the rights of the general creditors
      of
      a Participating Employer as provided in Article IX hereof.

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (b)  For
      each
      Plan Year, an Eligible Employee or Director who wishes to make Compensation
      Deferrals during such Plan Year shall deliver a Participation Election Form
      to
      the Administrator no later than December 31 preceding the commencement of such
      Plan Year.  The Participant Election Form shall apply to Compensation
      Deferrals of Compensation payable for services performed during the Plan Year
      to
      which it applies.  An Eligible Employee or Director may change his
      Participation Election Form for any Plan Year any time prior to the December
      31
      preceding such Plan Year by delivering a subsequent Participation Election
      Form
      to the Administrator.  A Participant’s Participation Election Form
      shall become irrevocable on December 31; provided, however, that deferrals
      may
      cease in the event the Participant receives a payment under Section 7.2(b)
      of
      the Plan.

    Notwithstanding
      the foregoing, for the Plan Year in which an individual first becomes an
      Eligible Employee or Director eligible to participate in this Plan, the
      Participation Election Form may be delivered to the Plan Administrator no later
      than 30 days after the date the individual first becomes an Eligible Employee
      or
      Director; provided such Eligible Employee or Director has not previously been
      eligible to participate in any other account balance deferred compensation
      plan
      sponsored by a Participating Employer.  Any such deferral pursuant to
      a Participation Election Form shall apply only to Compensation for services
      performed after the date of election.  Any deferral pursuant to a
      Participation Election Form with respect to cash bonus for such initial Plan
      Year shall apply to the amount of cash bonus for the Plan Year multiplied by
      the
      ratio of the number of days remaining in the Plan Year after the election over
      the total number of days in the Plan Year during which the Participant is an
      Eligible Employee or Director.

    (c)  On
      a
      Participation Election Form, the Participant shall designate the amount or
      percentage of Compensation to be deferred (or the percentage of Compensation
      in

    
      
        
        

      

      
        10

        
          

        

      

      
        
        
excess
        of
        a stated dollar amount to be deferred), the beneficiary or beneficiaries
        of the
        Participant, and the portion of such amount to be allocated to the Participant’s
        Education Account (including the name of the student under such subaccount),
        Fixed Date Account and/or Retirement Account.  In addition, for the
        first Plan Year commencing on or after January 1, 2005 in which the Participant
        has any Compensation Deferral allocated to a Retirement Account, the Participant
        shall designate on his Participation Election Form whether all amounts allocated
        to such account on or after January 1, 2005 are payable in the form of
        installments or in a lump sum (as permitted under
        Section  7.1(b)).  Such designation may be changed only to
        the extent provided in subsection (d), below.

    

    (d)  A
      Participant may amend his Participation Election Form from time to time, in
      accordance with this subsection (d).  Any such amendment shall be made
      in accordance with procedures established by the Administrator from time to
      time.

    With
      respect to his Post-2004 Account, a Participant may elect to change the form
      of
      payments from his Retirement Account, and/or postpone the date payments from
      his
      Fixed Period Account and/or Education Account would otherwise commence, provided
      such election (i) will not be effective until 12 months after the date the
      election to change is made, (ii) for payments made due to reasons other than
      death, Total and Permanent Disability or unforeseeable emergency, payment from
      the subaccount is deferred for at least five (5) years from the date the payment
      would otherwise be paid (or if paid in installments five (5) years from the
      date
      the first amount was scheduled to be paid), and (iii) the election is made
      at
      least 12 months before the date payment is scheduled to be paid (or if paid
      in
      installments 12 months before the first amount is scheduled to be
      paid).

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    A
      Participant may elect to delay the time when payments from his Education
      Account, Fixed Time Account or Retirement Account under his Pre-2005 Account
      would otherwise commence pursuant to his Participation Election Form and/or
      change the form of payment applicable to his Retirement Account under his
      Pre-2005 Account pursuant to his Participation Election Form, provided any
      such
      change shall not be given effect unless a full calendar year passes between
      the
      calendar year in which such election is submitted to the Administrator and
      the
      calendar year in which the distribution date designated in such election form
      occurs.

    4.2  Employer
      Discretionary Contribution.  Each
      Participating Employer may from time to time make a discretionary contribution
      to the Account of a Participant.  Such discretionary contribution
      shall be in an amount determined by the Participating Employer.  The
      Company shall contribute to the Trust for the Participant’s benefit the amount
      of such Company contributions.

    4.3  Time
      and Form of Contributions.

    (a)  Compensation
      Deferrals by Eligible Employees or Directors shall be credited to their Account
      at the time such amounts would have been paid, and shall be transferred to
      the
      Trust as soon as administratively feasible thereafter.  The
      Participating Employer shall also provide at that time any necessary
      instructions regarding the allocation of such amounts among the Accounts of
      Participants.

    (b)  Employer
      Discretionary Contributions shall be transferred to the Trust at such time
      as
      the Company shall determine.  The Participating Employer shall also
      transmit at that time any necessary instructions regarding the allocation of
      such amounts among the Accounts of Participants.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (c)  All
      Compensation Deferrals and Company Contributions to the Trust shall be made
      in
      the form of cash, cash equivalents of U.S. currency, shares of common stock
      of
      the Bancorp, or other property acceptable to the Trustee.

     

    ARTICLE
      V - VESTING

     

    5.1  Vesting.  Except
      as otherwise provided in Article XII, a Participant shall be fully vested in
      all
      amounts credited to his Account.

     

    ARTICLE
      VI - ACCOUNTS

     

    6.1  Accounts.

    (a)  The
      Administrator shall establish and maintain a bookkeeping Account in the name
      of
      each Participant.  The Account shall consist of subaccounts, including
      Fixed Date Accounts, Education Accounts and Retirement Accounts, as elected
      by
      the Participant.  Each subaccount shall have a Pre-2005 Account and a
      Post-2004 Account in the case of each Participant who participated in the Plan
      before 2005.

    (b)  Each
      Participant’s Account shall be credited with Compensation Deferrals, any
      Employer Discretionary Contributions, any Rollover Contributions, and any
      amounts attributable to Benchmark Returns.  Each Participant’s Account
      shall be reduced by any gross amounts distributed from the Account pursuant
      to
      Article VII hereof and any other appropriate adjustments.  Such
      adjustments shall be made as frequently as is administratively
      feasible.

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    6.2  Benchmark
      Investment Elections.  The
      Administrator shall from time to time select types of Benchmark Investment
      Funds
      and specific Benchmark Investment Funds for deemed investment designation by
      Participants with respect to Accounts.  The Administrator shall notify
      the Participants of the types of Benchmark Investment Funds and the specific
      Benchmark Investment Funds selected from time to time.  The
      Participant shall designate the specific Benchmark Investment Funds in which
      the
      Account of the Participant will be deemed to be invested in for purposes of
      determining the Benchmark Return to be credited to the Account either in writing
      or such other method as may be permitted by the Administrator.  In
      making the designation, the Participant may specify that all or any whole
      percentage of his/her Account be deemed to be invested in one or more of the
      available types of Benchmark Investment Funds.  The Administrator from
      time to time will determine the minimum percentage allocation per investment
      fund, the frequency and method by which allocations may be changed and any
      restrictions imposed on allocations to any particular investment
      fund.

    Notwithstanding
      the foregoing, Trust assets shall be invested as provided in the Trust
      Agreement.

    6.3  Forfeitures.  Any
      forfeitures from a Participant’s Account may be used to reduce succeeding
      Company Contributions or, if applicable, administrative expenses and trustee
      fees and expenses, until such forfeitures have been entirely so
      applied.

     

    ARTICLE
      VII - DISTRIBUTIONS

     

    7.1  Form
      of Distribution.  Except
      as otherwise provided herein, payments from a Participant’s Account shall be
      made as follows:

    (a)  From
      the
      Participant’s Education Account, in installments over four (4) years, with the
      first installment equal to 25% of the Education Account balance, the second
      installment equal to 33% of the Education Account balance, the third installment
      equal to 50% of 

    
      
        
        

      

      
        14

        
          

        

      

      
        
        
the
        Education Account balance and the fourth installment equal to 100% of the
        Education Account balance.  For this purpose, the balance of the
        Education Account shall be determined as of the date specified in
        Section 7.2 for payments from such account.

    

    (b)  From
      the
      Participant’s Retirement Account in either a lump sum, five (5) annual
      installments, or ten (10) annual installments, as elected by the Participant
      in
      accordance with Section 4.1(c) or (d).

    (c)  From
      the
      Participant’s Fixed Date Account, in a lump sum.

    7.2  Commencement
      of Payment.

    (a)  Except
      as
      otherwise provided in (b) through (f) of this Section 7.2, payments from a
      Participant’s Account shall be paid to, or commence to be paid to, the
      Participant as follows:

    (i)  From
      each
      of the Participant’s Education Accounts, installment payments (described in
      Section 7.1(a)) will commence in April of the calendar year the student under
      the subaccount attains age 18, and shall be made in each following April in
      the
      installment period.

    (ii)  From
      each
      of the Participant’s Fixed Period Accounts, distribution shall be made in
      January of the year containing the maturity date of the account.

    (iii)  With
      respect to the Participant’s Pre-2005 Retirement Account, distribution shall be
      made (if payable in a lump sum) or commence (if payable in installments) in
      January of the calendar year following the calendar year in which the
      Participant Retires.  With respect to the Participant’s Post-2004
      Retirement Account, distribution shall be made (if payable in a lump sum) or
      commence (if payable in installments) in the January of the year following
      the
      calendar year in which the 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

      Participant
        Retires, or in the case of a Participant who is a former Employee, the seventh
        month after the Participant’s Retirement, if later.  All subsequent
        annual payments to a Participant who is a former Employee shall be made in
        the
        month of January.

    

    (b)  The
      Administrator may permit an early distribution to the Participant of part or
      all
      of any deferred amounts; provided, however, that such distribution shall be
      made
      only if the Administrator, in its sole discretion, determines that the
      Participant has experienced an “unforeseeable
      emergency.”  “Unforeseeable emergency” shall mean any severe financial
      hardship to the Participant resulting from an illness or accident of the
      Participant or his Spouse or dependent (as defined in Section 152 of the Code,
      without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) thereof), loss of
      the
      Participant’s property due to casualty, or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the control
      of
      the Participant.  Any distribution pursuant to this provision is
      limited to the amount necessary to meet the emergency, and any amounts necessary
      to pay any federal, state, local or foreign income taxes or penalties reasonably
      anticipated to result from such distribution.  The circumstances that
      will constitute an unforeseeable emergency will depend upon the facts of each
      case, but, in any case, payment may not be made to the extent that such hardship
      is or may be relieved (i) through reimbursement or compensation by insurance
      or
      otherwise; (ii) by liquidation of the Participant’s assets, to the extent the
      liquidation of such assets would not itself cause severe financial hardship;
      or
      (iii) by cessation of deferrals under the Plan.  Notwithstanding
      anything herein to the contrary, if the Administrator determines a Participant
      has experienced on “unforeseen emergency,” the Administrator may authorize the
      Participant to rescind his Compensation Deferral election for the remainder
      of
      the Plan Year with respect to which such election would otherwise be in
      effect.

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (c)  Upon
      the
      death of a Participant, all amounts shall be paid to his beneficiary or
      beneficiaries, as determined in accordance with Article VIII hereof, in a lump
      sum in January of the calendar year following the calendar year in which the
      Participant dies.

    (d)  Upon
      a
      determination that the Participant has incurred a Total and Permanent
      Disability, all amounts shall be paid to him in a lump sum in January of the
      calendar year following the calendar year in which such determination is
      made.

    (e)  Upon
      Separation from Service for any reason other than death, Total and Permanent
      Disability, or Retirement, a Participant’s Pre-2005 Account shall be paid to him
      in a lump sum in January of the calendar year following the calendar year in
      which the Separation from Service occurs, and his Post-2004 Account shall be
      paid to him in a lump sum in the month in which his Pre-2005 Account is paid
      to
      him or in the case of a Participant who is a former Employee, the seventh month
      following the date of his Separation from Service, if later.

    (f)  At
      any
      time prior to the date payment is otherwise scheduled to begin from a
      Participant’s Pre-2005 Account, a Participant may elect to take a lump sum
      distribution of 90% or less of his Pre-2005 Account.  Upon such
      election, 10% of the Participant’s Pre-2005 Account shall be forfeited by the
      Participant.

    (g)  At
      the
      time any payment is made, the Participant’s subaccount under his Account from
      which payment is made shall be charged with the amount paid.

    (h)  All
      payments shall be made in cash, except that to the extent a Participant’s
      Account is deemed invested in shares of common stock of Washington Trust
      Bancorp, Inc., he may elect to receive his distribution in the form of
      shares.  Effective September 15, 2008, distribution from a
      Participant’s Account that is deemed invested in shares of common stock of
      Washington Trust Bancorp, Inc. shall be made only in the form of
      shares.

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    7.3  Changes
      Affecting an Education Account.  In
      the event of the death of the student under the Education Account, (a) the
      Pre-2005 Education Account shall be treated for all purposes as a Retirement
      Account of the Participant under the Plan, and (b) the Post-2004 Education
      Account shall remain in effect and be paid as previously scheduled.

     

    ARTICLE
      VIII - BENEFICIARIES

     

    8.1  Beneficiaries.  Each
      Participant may from time to time designate one or more persons (who may be
      any
      one or more members of such person’s family or other persons, administrators,
      trusts, foundations or other entities) as his beneficiary under the
      Plan.  Such designation shall be made on a form prescribed by the
      Administrator.  Each Participant may at any time and from time to
      time, change any previous beneficiary designation, without notice to or consent
      of any previously designated beneficiary, by amending his previous designation
      on a form prescribed by the Administrator.  If the beneficiary does
      not survive the Participant (or is otherwise unavailable to receive payment)
      or
      if no beneficiary is validly designated, then the amounts payable under this
      Plan shall be paid to the Participant’s surviving Spouse, if any, and, if none,
      to his surviving issue perstripes, if any, and, if none, to his
      estate and such person shall be deemed to be a beneficiary
      hereunder.  (For purposes of this Article, a perstripes
      distribution to surviving issue means a distribution to such issue as
      representatives of the branches of the descendants of such Participant; equal
      shares are allotted for each living child and for the descendants as a group
      of
      each deceased child of the deceased Participant).  If more than one
      person is the beneficiary of a deceased account, each such person shall receive
      a pro rata share of any death benefit payable unless otherwise designated on
      the
      applicable form.  If a beneficiary who is receiving benefits dies, all
      benefits that were payable to such beneficiary shall then be payable to the
      estate of that beneficiary.

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    8.2  Lost
      Beneficiary.

    (a)  All
      Participants and beneficiaries shall have the obligation to keep the
      Administrator informed of their current address until such time as all benefits
      due have been paid.

    (b)  If
      a
      Participant or beneficiary cannot be located by the Administrator exercising
      due
      diligence, then, in its sole discretion, the Administrator may presume that
      the
      Participant or beneficiary is deceased for purposes of the Plan and all unpaid
      amounts (net of due diligence expenses) owed to the Participant or beneficiary
      shall be paid accordingly or, if a beneficiary cannot be so located, then such
      amounts may be forfeited in accordance with Section 6.3 hereof.  Any
      such presumption of death shall be final, conclusive and binding on all
      parties.

     

    ARTICLE
      IX - FUNDING

     

    9.1  Prohibition
      Against Funding.  Should
      any investment be acquired in connection with the liabilities assumed under
      this
      Plan, it is expressly understood and agreed that the Participants and
      beneficiaries shall not have any right with respect to, or claim against, such
      assets nor shall any such purchase be construed to create a trust of any kind
      or
      a fiduciary relationship between any Participating Employer and the
      Participants, their beneficiaries or any other person.  Any such
      assets (including any amounts deferred by a Participant or contributed by a
      Participating Employer pursuant to Article IV or XII hereof) shall be and remain
      a part of the general, unpledged, unrestricted assets of the Participating
      Employer, subject to the claims of its general creditors.  Each
      Participant and beneficiary shall be required to look to the provisions of
      this
      Plan and to the Participating Employer itself for enforcement of any and all
      benefits due under this Plan, and to the extent any such person acquires a
      right
      to receive payment under this Plan, such right shall be no greater than the
      right of any unsecured general creditor of the Participating
      Employer.  The Participating Employer shall be designated owner and
      beneficiary 

    
      
        
        

      

      
        19

        
          

        

      

      
        
        
of
        investments acquired in connection with the Participating Employer’s obligations
        under this Plan.

    

    9.2  Deposits
      in Trust.  Subject
      to Section 9.1, and notwithstanding any other provision of this Plan to the
      contrary, the Participating Employers may deposit into the Trust any amounts
      they deem appropriate to pay the benefits under this Plan.  The
      amounts so deposited may include all Compensation Deferrals made pursuant to
      a
      Participation Election Form by a Participant, any Employer Discretionary
      Contributions and any Employer Contributions.  Notwithstanding deposit
      of assets into a Trust, the Participating Employers reserve the right at any
      time and from time to time to pay benefits to Plan Participants or their
      beneficiaries in whole or in part from sources other than the
      Trust.

    9.3  Withholding
      of Employee and Director Contributions.  The
      Administrator is authorized to make any and all necessary arrangements with
      the
      Participating Employers in order to withhold the Participant’s Compensation
      Deferrals under Section 4.1 hereof from his Compensation.

     

    ARTICLE
      X - ADMINISTRATION

     

    10.1  Plan
      Administration.  The
      Administrator shall have complete control and discretionary power and authority
      to determine the rights and benefits and all claims arising under the Plan
      of
      any Participant, beneficiary, deceased Participant, or other person claiming
      to
      have any interest under the Plan.  When making a determination or
      calculation, the Administrator shall be entitled to rely on information
      furnished by a Participant, a beneficiary, the Company, each Participating
      Employer, or the Trustee, as applicable.  The Administrator shall have
      the responsibility for complying with any applicable reporting and disclosure
      requirements of ERISA.

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    10.2  Administrator.

    (a)  The
      Administrator is expressly empowered, in its sole discretion, to limit the
      amount of Compensation that may be deferred; to deposit amounts into trust
      in
      accordance with Section 9.2 hereof; to interpret the Plan, and to determine
      all
      questions arising in the administration, interpretation and application of
      the
      Plan; determine all questions of fact; to employ actuaries, accountants,
      counsel, and other persons it deems necessary in connection with the
      administration of the Plan; and to take all other necessary and proper actions
      to fulfill its duties as Administrator.

    (b)  The
      Administrator shall not be liable for any actions by it hereunder, unless due
      to
      its own negligence, willful misconduct or lack of good faith.

    (c)  The
      Administrator shall be indemnified and held harmless by the Company and each
      Participating Employer from and against all personal liability to which it
      may
      be subject by reason of any act done or omitted to be done in its official
      capacity as Administrator in good faith in the administration of the Plan,
      including all expenses reasonably incurred in its defense in the event the
      Company or Participating Employer fails to provide such defense upon the request
      of the Administrator.  The Administrator is relieved of all
      responsibility in connection with its duties hereunder to the fullest extent
      permitted by law, short of breach of duty to the Participants and their
      beneficiaries.

    10.3  Claims
      Procedures.

    (a)  If
      a
      Participant, beneficiary or their authorized representative (hereinafter the
      “Claimant”) asserts a right to a benefit under the Plan which has not been
      received, the Claimant must file a claim for such benefit with the Administrator
      on forms provided by the 

    
      
        
        

      

      
        21

        
          

        

      

      
        
        
Administrator.  The
        Administrator shall render its decision on the claim within 90 days (45 days
        for
        claims made due to Total and Permanent Disability) after its receipt of the
        claim.

    

    If
      special circumstances apply, the 90-day period (or 45-day period in the case
      of
      Total and Permanent Disability) may be extended by an additional 90 days (30
      days in the case of Total and Permanent Disability, with an additional 30-day
      extension if needed), provided that written notice of the extension is provided
      to the Claimant during the applicable period and such notice indicates the
      special circumstances requiring an extension of time and the date by which
      the
      Administrator expects to render its decision on the claim.  In
      addition for claims due to Total and Permanent Disability, the notice of
      extension shall also describe the standards for benefit entitlement, unresolved
      issues and additional information needed to resolve such issues.  The
      Participant will have 45 days to provide such information and the period for
      making the benefit determination shall be tolled until the end of such 45-day
      period or until the information is provided by the Participant, whichever occurs
      first.

    (b)  If
      the
      Administrator wholly or partially denies the claim, the Administrator shall
      provide written notice to the Claimant within the time limitations of the
      immediately preceding paragraph.  Such notice shall set
      forth:

    (i)  the
      specific reasons for the denial of the claim;

    (ii)  specific
      reference to pertinent provisions of the Plan on which the denial is
      based;

    (iii)  a
      description of any additional material or information necessary to perfect
      the
      claim and an explanation of why such material or information is
      necessary;

    (iv)  a
      description of the Plan’s claims review procedures, and the time limitations
      applicable to such procedures;

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (v)  a
      statement of the Claimant’s right to bring a civil action under Section 502(a)
      of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) if
      the claim denial is appealed to the Administrator and the Administrator fully
      or
      partially denies the claim; and

    (vi)  solely
      with respect to claims made due to Total and Permanent Disability, (1) any
      internal rules, guideline, protocol or other similar criterion if relied upon
      in
      making the adverse benefits decision, or (2) if the decision was based on
      medical necessity, experimental treatment or similar exclusion or limit either
      an explanation of the scientific or clinical judgment for the determination,
      applying the terms of the Plan to the claimant’s medical circumstances, or a
      statement that such an explanation will be provided free of charge upon
      request.

    (c)  A
      Claimant whose application for benefits is denied may request a full and fair
      review of the decision denying the claim by filing, in accordance with such
      procedures as the Administrator may establish, a written appeal which sets
      forth
      the documents, records and other information relating to the claim within 60
      days (180 days for claims made due to Total and Permanent Disability) after
      receipt of the notice of the denial from the Administrator.  In
      connection with such appeal and upon request by the Claimant, a Claimant may
      review (or receive free copies of) all documents, records or other information
      relevant to the Claimant’s claim for benefit, all in accordance with such
      procedures as the Administrator may establish.  If a Claimant fails to
      file an appeal within such period, he shall have no further right to
      appeal.

    (d)  A
      decision on the appeal by the Administrator shall include a review by the
      Administrator that takes into account all comments, documents, records and
      other
      information submitted by the Claimant relating to the claim, without regard
      to
      whether such 

    
      
        
        

      

      
        23

        
          

        

      

      
        
        
information
        was submitted or considered in the initial claim determination.  The
        Administrator shall render its decision on the appeal not later than 60 days
        (45
        days for claims due to Total and Permanent Disability) after the receipt
        by the
        Administrator of the appeal.  If special circumstances apply, the
        60-day period may be extended by an additional 60 days (and the 45-day period
        may be extended by an additional 45 days), provided that written notice of
        the
        extension is provided to the Claimant during the initial period and such
        notice
        indicates the special circumstances requiring an extension of time and the
        date
        by which the Administrator expects to render its decision on the claim on
        appeal.

    

    If
      the
      Administrator wholly or partly denies the claim on appeal, the Administrator
      shall provide written notice to the Claimant within the time limitations of
      the
      immediately preceding paragraph.  Such notice shall set
      forth:

    (i)  the
      specific reasons for the denial of the claim;

    (ii)  specific
      reference to pertinent provisions of the Plan on which the denial is
      based;

    (iii)  a
      statement of the Claimant’s right to receive, upon request and free of charge,
      reasonable access to, and copies of, all documents, records, and other
      information relevant to the Claimant’s claim for benefits;

    (iv)  a
      statement of the Claimant’s right to bring a civil action under Section 502(a)
      of ERISA;

    (v)  solely
      with respect to claims made due to Total and Permanent Disability, (1) any
      internal rules, guideline, protocol or other similar criterion if relied upon
      in
      making the adverse benefits decision, or (2) if the decision was based on
      medical necessity, experimental treatment or similar exclusion or limit either
      an explanation of 

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

      the
        scientific or clinical judgment for the determination, applying the terms
        of the
        Plan to the claimant’s medical circumstances, or a statement that such an
        explanation will be provided free of charge upon request; and

    

    (vi)  solely
      with respect to claims made due to Total and Permanent Disability, the statement
      required by Department of Labor Regulations 2560-503-1(j)(5)(iii).

    The
      claims procedures described above shall be administered in accordance with
      Section 503 of ERISA and regulations promulgated thereunder.  Any
      written notice required to be given to the Claimant may, at the option of the
      Administrator and in accordance with guidance issued under Section 503 of ERISA,
      be provided electronically.

     

    ARTICLE
      XI - GENERAL PROVISIONS

     

    11.1  No
      Assignment.  Other
      than through a qualified domestic relations order, benefits or payments under
      this Plan shall not be subject in any manner to anticipation, alienation, sale,
      transfer, assignment, pledge, encumbrance, attachment, garnishment or charge,
      whether voluntary or involuntary, and any attempt to so anticipate, alienate,
      sell, transfer, assign, pledge, encumber or charge the same shall not be valid,
      nor shall any such benefit or payment be in any way liable for or subject to
      the
      debts, contracts, liabilities, engagement or torts of any Participant or
      beneficiary or any other person entitled to such benefit or payment pursuant
      to
      the terms of this Plan, except to such extent as may be required by
      law.  If any Participant or beneficiary or any other person entitled
      to a benefit or payment pursuant to the terms of this Plan becomes bankrupt
      or
      attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber
      or
      charge any benefit or payment under this Plan, in whole or in part, or if any
      attempt is made to subject any such benefit or payment, in whole or in part,
      to
      the debts, contracts, liabilities, engagements or torts of the Participant
      or
      beneficiary or any other person entitled to any such benefit or payment


    
      
        
        

      

      
        25

        
          

        

      

      
        
        
pursuant
        to the terms of this Plan, then such benefit or payment, in the discretion
        of
        the Administrator, shall cease and terminate with respect to such Participant
        or
        beneficiary, or any other such person.

    

    11.2  No
      Employment Rights.  Participation
      in this Plan shall not be construed to confer upon any Participant the legal
      right to be retained as a Director or an Employee in the employ of a
      Participating Employer, or give a Participant or beneficiary, or any other
      person, any right to any payment whatsoever, except to the extent of the
      benefits provided for hereunder.  Each Participant shall remain
      subject to discharge or termination to the same extent as if this Plan had
      never
      been adopted.

    11.3  Incompetence.  If
      the Administrator determines that any person to whom a benefit is payable under
      this Plan is incompetent by reason of physical or mental disability, the
      Administrator shall have the power to cause the payments becoming due to such
      person to be made to another for his benefit without responsibility of the
      Administrator, the Company or Participating Employers to see to the application
      of such payments.  Any payment made pursuant to such power shall, as
      to such payment, operate as a complete discharge of the liabilities of the
      Company, the Participating Employers, the Administrator and the
      Trustee.

    11.4  Identity.  If,
      at any time, any doubt exists as to the identity of any person entitled to
      any
      payment hereunder or the amount or time of such payment, the Administrator
      shall
      be entitled to hold such sum until such identity or amount or time is determined
      or until an order of a court of competent jurisdiction is
      obtained.  The Administrator shall also be entitled to pay such sum
      into court in accordance with the appropriate rules of law.  Any
      expenses incurred by the Company, the Participating Employers, the
      Administrator, and the Trust incident to such 

    
      
        
        

      

      
        26

        
          

        

      

      
        
        
proceeding
        or litigation will be deemed a distribution from the Account pursuant to
        Article
        VII hereof and will be deducted from the balance in the Account of the affected
        Participant.

    

    11.5  Other
      Benefits.  The
      benefits of each Participant or beneficiary hereunder shall be in addition
      to
      any benefits paid or payable to or on account of the Participant or beneficiary
      under any other pension, disability, annuity or retirement plan or policy
      whatsoever.

    11.6  No
      Liability.  No
      liability shall attach to or be incurred by the Company, the Participating
      Employers, the Trustee or any Administrator under or by reason of the terms,
      conditions and provisions contained in this Plan, or for the acts or decisions
      taken or made thereunder or in connection therewith; and as a condition
      precedent to the establishment of this Plan or the receipt of benefits
      thereunder, or both, such liability, if any, is expressly waived and released
      by
      each Participant and by any and all persons claiming under or through any
      Participant or any other person.  Such waiver and release shall be
      conclusively evidenced by any act or participation in or the acceptance of
      benefits or the making of any election under this Plan.

    11.7  Expenses.  All
      expenses incurred in the administration of the Plan, whether incurred by the
      Company, the Participating Employers, or the Plan, shall be paid by the Company
      or Participating Employers.  Any investment-related expenses shall be
      charged directly to the subaccount within the Account for which such investments
      were made.

    11.8  Amendment
      and Termination.

    (a)  The
      Company shall have the sole authority to modify, amend or terminate this Plan;
      provided, however, that any modification, amendment, or termination of this
      Plan
      shall not reduce, alter or impair, without the consent of a Participant, a
      Participant’s right to any amounts already credited to his Account on the day
      before the effective date of such modification, amendment, or
      termination.  With respect to Pre-2005 Accounts, following a Plan


    
      
        
        

      

      
        27

        
          

        

      

      
        
        
termination
        payment of such Accounts may be made in a single-sum payment if the Company
        so
        designates.  Any such decision to pay in a single lump sum shall apply
        to all Participants.  With respect to Post-2004 Accounts, no
        amendment, modification or termination shall accelerate payments under the
        Plan
        except to the extent permitted by Section 409A of the Code and the regulations
        promulgated thereunder.

    

    11.9  Company
      Determinations.  Any
      determinations, actions or decisions of the Company (including, but not limited
      to, Plan amendments and Plan termination) shall be made by the board of
      directors of the Company in accordance with its established procedures or by
      such other individuals, groups or organizations that have been properly
      delegated by the board of directors to make such determination or
      decision.

    11.10  Construction.  All
      questions of interpretation, construction or application arising under or
      concerning the terms of this Plan shall be decided by the Administrator, in
      its
      sole and final discretion and in accordance with Section 2.1, whose decision
      shall be final, binding and conclusive upon all persons.

    11.11  Governing
      Law.  This
      Plan shall be governed by, construed and administered in accordance with the
      applicable provisions of ERISA, and any other applicable federal law, provided,
      however, that to the extent not preempted by federal law this Plan shall be
      governed by, construed and administered under the laws of the State of Rhode
      Island.

    11.12  Severability.  If
      any provision of this Plan is held invalid or unenforceable, its invalidity
      or
      unenforceability shall not affect any other provision of this Plan and this
      Plan
      shall be construed and enforced as if such provision had not been included
      therein.  If the inclusion of any Employee (or Employees) as a
      Participant under this Plan would cause the Plan to fail to comply with the
      requirements of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, then the
      

    
      
        
        

      

      
        28

        
          

        

      

      
        
        
Plan
        shall be severed with respect to such Employee or Employees, who shall be
        considered to be participating in a separate arrangement.

    

    11.13  Headings.  The
      Article headings contained herein are inserted only as a matter of convenience
      and for reference and in no way define, limit, enlarge or describe the scope
      or
      intent of this Plan nor in any way shall they affect this Plan or the
      construction of any provision thereof.

    11.14  Terms.  Capitalized
      terms shall have meanings as defined herein.  Singular nouns shall be
      read as plural, and masculine pronouns shall be read as feminine, and vice
      versa, where appropriate.

    11.15  Withholding.  Any
      distribution hereunder will be reduced by the amounts required to be withheld
      pursuant to any governmental law or regulation with respect to taxes or similar
      provisions.

    11.16  Terms
      Binding.  The
      terms of the Plan shall be binding upon and shall inure to the benefit of the
      Company and participating subsidiaries, and their successors or assigns, and
      each Participant and his beneficiaries, heirs, executors, and
      administrators.

    11.17  Notice.  Any
      notice or filing required or permitted to be given to the Administrator under
      the Plan shall be sufficient if in writing and hand delivered, or sent by
      registered or certified mail, to the Administrator.  Such notice shall
      be deemed given as of the date of delivery or, if delivery is made by mail,
      as
      of the date shown on the postmark on the receipt for registration or
      certification.

     

    ARTICLE
      XII - EMPLOYER CONTRIBUTIONS

     

    12.1  Purpose.  The
      purpose of this Article XII is to provide employer contributions for 401(k)
      Participants, which benefits are not provided under The Washington Trust Company
      401(k) Plan as a result of certain restrictions imposed by the tax
      laws.

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    12.2  Definitions.  For
      purposes of this Article XII, the following definitions shall
      apply:

    (a)  “Employer
      Account” means the bookkeeping account established on behalf of a 401(k)
      Participant in accordance with Section 12.4.  Prior to this
      restatement of the Plan, this account was named “Match Account.”

    (b)  “Excess
      Compensation” means for a Plan Year the portion of the 401(k) Participant’s
      compensation under the 401(k) Plan which exceeds the limits imposed under
      Section 401(a)(17) of the Code for that Plan Year.

    (c)  “401(k)
      Participant” means for any Plan Year any person employed by a Participating
      Employer provided:

    (i)  he
      has
      satisfied the eligibility requirements for participation under the
      Plan;

    (ii)  he
      has
      satisfied the eligibility requirements for participation under the 401(k)
      Plan;

    (iii)  he
      is a
      highly compensated employee within the meaning of Section 414(q)(1)(B) of the
      Code; and

    (iv)  the
      contributions made by a Participating Employer on his behalf under the 401(k)
      Plan are restricted by Section 401(a)(17) of the Code.

    (d)  “401(k)
      Plan” means The Washington Trust Company 401(k) Plan, as amended or restated and
      in effect from time to time.

    (e)  “401(k)
      Plan Restrictions” means for any Plan Year the limits imposed under Section
      401(a)(17) of the Code for that Plan Year on the amount of contributions made
      by
      a Participating Employer in accordance with the provisions of the 401(k)
      Plan.

    All
      other
      capitalized terms shall have the meanings defined in Article I.

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    12.3  Employer
      Contributions.

    (a)  For
      each
      Plan Year, if matching contributions made by a Participating Employer under
      the
      401(k) Plan on behalf of a 401(k) Participant are limited by the 401(k) Plan
      Restrictions, the Participating Employer shall credit to an Employer Account
      established for such 401(k) Participant an amount equal to 3% of the 401(k)
      Participant’s Excess Compensation for that Plan Year.

    (b)  For
      each
      Plan Year beginning on or after January 1, 2008, if any nonelective
      contributions made by a Participating Employer under the 401(k) Plan on behalf
      of a 401(k) Participant are limited by the 401(k) Plan Restrictions, the
      Employer shall credit to an Employer Account established for such 401(k)
      Participant an amount equal to 4% of the 401(k) Participant’s Excess
      Compensation for that Plan Year.

    12.4  Employer
      Account.  The
      Administrator shall establish and maintain a bookkeeping Employer Account in
      the
      name of each 401(k) Participant, which account may be a subaccount of an Account
      established for such individual under Section 6.1(a).  A 401(k)
      Participant’s Employer Account shall be invested in accordance with the
      provisions of Section 6.2.  Such Employer Account shall be credited
      with (a) liability transferred as of July 1, 2000 on behalf of the 401(k)
      Participant from his Supplemental Employer Contribution Account under The
      Washington Trust Company Supplemental Pension Benefit and Profit Sharing Plan,
      (b) liability accrued on and after July 1, 2000 under the provisions of this
      Article XII, and (c) any amounts attributable to Benchmark
      Returns.  Such Employer Account shall be debited with any distribution
      made under Sections 12.5 and 12.6 and any other appropriate
      adjustments.  Such adjustments shall be made as frequently as
      administratively feasible.  Effective January 1, 2005, a Pre-2005
      Employer Account and a Post-2004 Employer Account shall be maintained for each
      401(k) Participant who participated in the Plan before 2005.

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    12.5  Commencement
      of Payment of Benefits.  Distribution
      of benefits from a Pre-2005 Employer Account shall commence under this Article
      XII to a 401(k) Participant (or his beneficiary, as applicable) as of the same
      date that benefits commence from his Pre-2005 Retirement Account under Section
      7.2.  Distribution of benefits from a Post-2004 Employer Account shall
      commence under this Article XII to a 401(k) Participant (or his beneficiary,
      as
      applicable) as of the same date that benefits commence from his Post-2004
      Retirement Account under Section 7.2.

    12.6  Form
      of Distribution.  All
      payments of benefits to 401(k) Participants and/or their designated
      beneficiaries under this Article XII shall be made in a lump sum.

    12.7  Vesting.  A
      401(k) Participant hired prior to October 1, 2007 shall be fully vested at
      all
      times in his Employer Account.  A 401(k) Participant hired on or after
      October 1, 2007 shall become vested in his Employer Account after two (2) years
      of service (as defined in the 401(k) Plan) with a Participating
      Employer.

    12.8  Other
      Applicable Provisions.  The
      provisions of Articles I through XII applicable to a Participant’s Pre-2005
      Account shall apply to his Pre-2005 Employer Account, and such provisions
      applicable to a Participant’s Post-2004 Account shall apply to his Post-2004
      Employer Account.

    IN
      WITNESS WHEREOF, the Company has caused this Plan to be duly executed by its
      duly authorized officer this 28th day of September, 2007.

    THE
      WASHINGTON TRUST COMPANY OF WESTERLY

     

    By:      /s/
      John C.
      Warren                              
 
                                                               

    John
      C. Warren

    Chairman
      and Chief Executive
      Officer

    
      
        
        

      

      
        32