EXHIBIT 10
Washington Trust Bancorp, Inc.
Third Amendment to
The Washington Trust Company
Nonqualified Deferred Compensation Plan
A. WHEREAS, The Washington Trust Company (the "Company") maintains The
Washington Trust Company Nonqualified Deferred Compensation Plan (the "Plan"),
consisting of the Plan document, Adoption Agreement for The Washington Trust
Company Nonqualified Deferred Compensation Plan (hereinafter the "Adoption
Agreement") and Appendices A, B, C and D thereto, for the benefit of its
eligible employees and directors; and
WHEREAS, the Company desires to amend the Plan; and
WHEREAS, the Company has reserved the right to amend the Plan by action of
its Board of Directors; and
WHEREAS, the Board of Directors of the Company has authorized the following
amendment to the Plan;
NOW, THEREFORE, the Company hereby amends the Plan as follows:
1. The Adoption Agreement is hereby amended by deleting in Section VIII
reference to the "Compensation and Benefits Committee of the Board of
Directors of the Company" and replacing it with the "Compensation and
Human Resources Committee of the Board of Directors of the Company."
2. Appendix C is hereby amended by adding the following at the end thereof:
13. Royce Total Return Fund
14. Columbia Acorn USA Fund
15. Barclays Global Investors S&P 500 Stock Fund"
B. The effective date of this Amendment is January 1, 2004.
C. Except as amended above, the Plan remains in full force and effect and is in
all other respects ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
this 1st day of March, 2004.
THE WASHINGTON TRUST COMPANY
By: Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx
Chairman and Chief Executive Officer