Washington Trust Bancorp (WASH) 10-Q 2014 Q2 Quarterly report

EXHIBIT 10.1

FOURTH AMENDMENT TO

THE WASHINGTON TRUST COMPANY

NONQUALIFIED DEFERRED COMPENSATION PLAN

AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2008

A. WHEREAS, The Washington Trust Company (the “Company”) maintains The Washington Trust Company Nonqualified Deferred Compensation Plan, as amended and restated effective as of January 1, 2008, as subsequently amended (the “Plan”), for the benefit of its eligible employees; 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 Compensation and Human Resources Committee; and

WHEREAS, the Compensation and Human Resources Committee of the Company has authorized the following amendment to the Plan;

NOW, THEREFORE, the Company hereby amends the Plan as follows:

1.Section 4.1 of the Plan is hereby amended by deleting the second sentence of said Section and substituting the following in lieu thereof:

“With respect to Compensation Deferrals on the salary portion of a Participant’s Compensation, the Participant may defer any whole percentage from 1 percent to 100 percent, inclusive; provided, however, that in no event may the Participant defer his salary below the level sufficient to cover any required withholding taxes and any elected benefit plan deductions.”

B. The effective date of this Fourth Amendment is as of January 1, 2015.

C.In all other respects said Plan is hereby confirmed.

IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be executed by its duly authorized officer this 16^th day of June, 2014.

THE WASHINGTON TRUST COMPANY

By:    /s/ Joseph J. MarcAurele                

Joseph J. MarcAurele

Chairman and Chief Executive Officer