EXHIBIT l0.a
THE WASHINGTON TRUST COMPANY
SUPPLEMENTAL PENSION BENEFIT AND PROFIT SHARING PLAN
Effective November 1,1994
TABLE OF CONTENTS
ARTICLE I - NAME, PURPOSE, AND EFFECTIVE DATE
1.01 Name and Purpose
1.02 Effective Date
ARTICLE II - DEFINITIONS
2.01 Board
2.02 Code
2.03 Compensation
2.04 Effective Date
2.05 Employee
2.06 Employer
2.07 Participant
2.08 Plan Administrator
2.09 Plan
2.10 Pension Plan
2.11 Profit Sharing Plan
2.12 Profit Sharing Plan Restrictions
2.13 Supplemental Pension Plan Benefit
2.15 Supplemental Profit Sharing Plan Benefit
ARTICLE III - ELIGIBILITY
3.01 Participation
ARTICLE IV - SUPPLEMENTAL PENSION PLAN BENEFITS
4.01 Amount of Supplemental Retirement Plan Benefits
4.02 Distributions of Supplemental Retirement Plan Benefit
4.03 Commencement of Payment of Supplemental Pension Plan Benefit
4.04 Death Benefit
ARTICLE V - SUPPLEMENTAL PROFIT SHARING PLAN BENEFITS
5.01 Supplemental Profit Sharing Plan Contributions
5.02 Distributions of Supplemental Profit Sharing Plan Benefits
5.03 Commencement of Payment of Supplemental Profit Sharing Plan
Benefits
5.04 Death Benefit
ARTICLE VI - VESTING
6.01 Vesting
ARTICLE VII - FUNDING
7.01 Funding
ARTICLE VIII - ADMINISTRATION
8.01 Duties of the Plan Administrator
8.02 Finality of Decisions
ARTICLE IX - MISCELLANEOUS
9.01 Non-Guarantee of Employment
9.02 Rights under Plan
9.03 Amendments/Termination
9.04 Nonassignability
9.05 Entire Agreement; Successors
9.06 Successor Employer
9.07 Governing Law
ARTICLE I
NAME, PURPOSE AND EFFECTIVE DATE
1.01 NAME AND PURPOSE
The supplemental retirement plan set forth herein shall be known as The
Washington Trust Company Supplemental Pension Benefit and Profit Sharing Plan
(the "Plan"). The Plan is established, and shall be maintained, solely for the
purpose of providing supplemental pension and profit sharing benefits which are
not provided under The Washington Trust Company Pension Trust and The Washington
Trust Company Profit Sharing Plan for certain Participants. The Plan is unfunded
and maintained prirnarily for the purpose of providing deferred compensation for
certain Participants who are highly compensated employees.
1.02 EFFECTIVE DATE
This Plan shall be effective November 1, 1994. This Plan shall apply to
Participants who retire or terminate their employment with the Employer after
the Effective Date.
ARTICLE II
DEFINITIONS
When used herein, the following terms defmed hereinafter shall have the
following meanings unless a different meaning is clearly required by the context
of the Plan:
2.01 "Board" means the Board of Directors of the Employer.
2.02 "Code" means the Internal Revenue Code of 1986, as amended from time to
time. Reference to a specific provision of the Code shall include such
provision, any valid regulation or ruling promulgated thereunder, and any
provision of future law that amends, supplements, or supersedes such provision.
2.03 "Compensation" means, with respect to an eligible Employee, "Compensation"
as defmed in Section 1.12 of the Pension Plan with respect to the determination
of a supplemental pension benefit and "Compensation" as defmed in Section 2.11
of the Profit Sharing Plan with respect to the determination of a supplemental
profit sharing benefit.
2.04 "Effective Date" means November 1, 1994.
2.05 "Employee" means any person employed by the Employer.
2.06 "Employer" means The Washington Trust Company and any subsidiary and/or
affiliated corporation which has adopted this Plan.
2.07 "Participant" means an Employee who has become a Participant in this Plan
in the manner set forth in Article III.
2.08 "Plan Administrator" means The Washington Trust Company, or its duly
authorized representative.
2.09 "Plan" means The Washington Trust Company Supplemental Pension Benefit and
Profit Sharing Plan as set forth herein.
2.10 "Pension Plan" means The Washington Trust Company Pension Trust, as in
effect on November 1, 1994 or as amended thereafter from time to time.
2.11 "Profit Sharing Plan" means The Washington Trust Company Profit Sharing
Plan as in effect on November 1, 1994 or as amended thereafter from time to
time.
2.12 "Profit Sharing Plan Restrictions" means the linuts imposed under Section
401(a)(17) of the Code on the amount of employer matching contribution made in
accordance with Section 4.06 of the Profit Sharing Plan.
2.13 "Supplemental Pension Plan Benefit" means the benefit payable under Article
IV of the Plan.
2.14 "Supplemental Profit Sharing Benefit" means the benefit payable under
Article V of the Plan.
ARTICLE III
ELIGIBILITY
3.01 PARTICIPATION
Any Employee shall become a Participant in the Plan provided:
(a) he has satisfied the eligibility requirements for participation under the
Pension Plan or the Profit Sharing Plan;
(b) he is a higlily compensated employee within the meaning of Section
414(q)(1)(B) of the Code; and
(c) (1) his pension benefit under the Pension Plan is in excess of the limits
of Section 415(b) or 415(e) of the Code or is otherwise reduced due to the
limitations of Section 401(a)(17) of the Code, or
(2) the Employer matching contribution on his behalf is restricted by
Section 401(a)(17) of the Code.
ARTICLE IV
SUPPLEMENTAL PENSION PLAN BENEFITS
4.01 AMOUNT OF SUPPLEMENTAL PENSION PLAN BENEFITS
A Participant shall be entitled to a benefit under the provisions of this
Article if his benefit determined under the provisions of the Pension Plan is
less than such benefit would have been if (a) the definition of compensation
under the Pension Plan included compensation in excess of the limit of Section
401(a)(17) of the Code and/or (b) the limits under Section 415 of the Code did
not apply.
If a Participant's benefit from the Pension Plan is reduced as a result of
either or both of the conditions described in the preceding paragraph, the
benefit to which the Participant shall be entitled under the Plan shall be
determined as follows:
(i) The benefit actually payable to the Participant at his actual
retirement date under the terms of the Pension Plan shall be calculated.
(ii) The benefit which would have been payable under the terms of the
Pension Plan if the definition of compensation under the Pension Plan
included compensation in excess of Section 401(a)(17) of the Code and if
the ijinits under Section 415 of the Code did not apply shall be
calculated.
(iii) The result of step (i) shall be subtracted from the result of step
(ii), and the difference, if any, shall be the benefit payable to the
Participant.
4.02 DISTRIBUTIONS OF SUPPLEMENTAL PENSION PLAN BENEFIT
All payments of benefits to Participants and/or their designated beneficiaries
under this Article IV shall be made in the same form the Participant elects
under the Pension Plan.
4.03 COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL PENSION PLAN BENEFIT
Benefits shall commence under this Article to a Participant as of the same date
that benefits commence to the Participant under the Pension Plan; provided,
however, that, in the case of a Participant required to commence benefit
payments under the Pension Plan pursuant to Section 401(a)(9) of the Code,
benefits shall not commence under this Article until the Participant actually
retires.
Any reductions for the commencement of benefits prior to the Participant's
normal retirement age under the Pension Plan shall also apply to the payment of
benefits under this Article.
4.04 DEATH BENEFIT
Upon the death of a Participant any accrued Supplemental Pension Plan Benefit
shall be applied to provide such Participant's surviving spouse or beneficiary
with a supplemental pre-retirement death benefit under the same terms and in the
same manner as provided by the applicable death benefit provisions of the
Pension Plan.
ARTICLE V
SUPPLEMENTAL PROFIT SHARING PLAN BENEFITS
5.01 SUPPLEMENTAL PROFIT SHARING PLAN CONTRIBUTIONS
(a) If Employer matching contributions under the Profit Sharing Plan are limited
by the Profit Sharing Plan Restrictions, the Employer shall credit to a
Supplemental Employer Contribution Account established for such Participant an
amount equal to the Employer matching contribu(ion which would have been made
pursuant to the Profit Sharing Plan in the absence of the Profit Sharing Plan
Restrictions.
If a Participant makes tax deferred contributions under the Profit Sharing Plan
that are limited to the dollar limit of Section 402(g) of the Code, the 50% and
100% matching contribution under this Plan will be determined in the same manner
as for Section 4.06 of the Profit Sharing Plan, but assuming that the
Participant's Compensation for this purpose is the lesser of
(i) "Compensation" as defined for purposes of Section 2.11 of the Profit
Sharing Plan, but without regard to the limit of Section 401(a)(17) of the
Code, and
(ii) The dollar limit of Section 402(g) of the Code for the year multiplied
by 25.
The Participant's Supplemental Employer Contribution Account shall be adjusted
at the end of each calendar quarter to reflect a rate of return determined as if
such accounts were invested at the rate of interest in effect on the first day
of the calendar year for one year certificates of deposit of The Washington
Trust Company or such other rate as may be adopted from time to time by the
Board in its sole discretion.
5.02 DISTRIBUTIONS OF SUPPLEMENTAL PROFIT SHARING PLAN BENEFITS
All payments of benefits to Participants and/or their designated beneficiaries
under this Article V shall be made in a lump sum.
5.03 COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL PROFIT SHARING PLAN BENEFITS
Benefits shall commence under this Article to a Participant as of the same date
that benefits commence to a Participant under the Profit Sharing Plan; provided,
however, that, in the case of a Participant required to commence benefit
payments under the Profit Sharing Plan pursuant to Section 401(a)(9) of the
Code, benefits shall not commence under this Article until the Participant
actually retires.
5.04 DEATH BENEFIT
Upon a Participant's death, any amounts set aside in his Supplemental Employer
Contribution Account shall be distributed to his beneficiary or beneficiaries
designated under the Profit Sharing Plan.
ARTICLE VI
VESTING
6.01 VESTING
A Participant shall be vested in his Supplemental Pension Plan Benefit, if any,
in accordance with the vesting provisions of the Pension Plan. A Participant
shall be fully vested at all times in his Supplemental Profit Sharing Plan
Benefit.
ARTICLE VII
FUNDING
7.01 FUNDING
The Employer shall be under no obligation to establish a fund or reserve in
order to pay the benefits under the Plan. The Employer shall be required to make
payments only as benefits become due and payable. No person shall have any
right, other than the right of an unsecured general creditor, against the
Employer with respect to the benefits payable hereunder, or which may be payable
hereunder, to any Participant, surviving spouse or beneficiary hereunder.
Notwithstanding the foregoing, in order to pay benefits under this Plan the
Employer may establish a grantor trust (hereinafter the "Trust"), within the
meaning of Section 671 of the Code as may be amended from time to time. The
assets in such Trust shall at all times be subject to the claims of the general
creditors of the Employer, and neither the Plan nor any Participant, surviving
spouse or beneficiary shall have any preferred claim or right, or any beneficial
ownership interest in any such assets of the Trust prior to the time such assets
are paid to a Participant as a Supplemental Pension Benefit or as a Supplemental
Profit Sharing Plan Benefit, and all rights credited under this Plan and said
Trust shall be mere unsecured contracmal rights of a Participant against the
Employer.
ARTICLE VIII
ADMINISTRATION
8.01 DUTIES OF THE PLAN ADMINISTRATOR
The Plan shall be administered by the Plan Administrator in accordance with its
terms and purposes. The Plan Administrator shall determine the amount and manner
of payment of the benefits due to or on behalf of each Participant from the Plan
and shall cause them to be paid by the Employer accordingly.
8.02 FINALITY OF DECISIONS
The Plan Administrator is expressly granted, without intending any limitation,
the discretion to construe the terms of the Plan and to determine eligibility
for benefits hereunder. The decisions made by and the actions taken by the Plan
Administrator in the administration of the Plan shall be final and conclusive on
all persons, and neither the Plan Administrator nor the Employer shall be
subject to individual liability with respect to the Plan.
ARTICLE IX
MISCELLANEOUS
9.01 NON-GUARANTEE OF EMPLOYMENT
Nothing contained in this Plan shall be construed as a contract of employment
between the Employer and any Participant, or as a right of any such Participant
to be continued in the employment of the Employer, or as a limitation on the
right of the Employer to deal with any Participant, as to their hiring,
discharge, layoff, compensation, and all other conditions of employment in all
respects as though this Plan did not exist.
9.02 RIGHTS UNDER PLAN
Nothing in this Plan shall be construed to limit, broaden, restrict, or grant
any right to a Participant, surviving spouse or any beneficiary thereof under
the Pension Plan or Profit Sharing Plan ("Qualified Plans"), nor to grant any
additional rights to any such person under the Qualified Plans, nor in any way
to limlt, modify, repeal or otherwise affect the Employer's right to amend or
modify the Qualified Plans.
9.03 AMENDMENTS/TERMINATION
The Employer reserves the right to make from time to time amendments to or
terminate this Plan by vote duly adopted by the Board of Directors, provided
that no such amendment or termination shall reduce any benefits earned under the
terms of this Plan prior to the date of termination or amendment.
9.04 NONASSIGNABILITY
The benefits payable under this Plan shall not be subject to alienation,
assignment ,garnishment, execution or levy of any kind and any attempt to cause
any benefits to be so subjected shall not be recognized, except to the extent
required by applicable law.
9.05 ENTIRE AGREEMENT; SUCCESSORS
This Plan, including any subsequently adopted amendments, shall constitute the
entire agreement or contract between the Employer and any Participant regarding
the Plan. There are no covenants, promises, agreements, conditions or
understandings, either oral or written, between the Employer and any Participant
relating to the subject matter hereof, other than those set forth in this Plan.
This Plan and any amendment shall be binding on the parties hereto and their
respective heirs, adminlstrators, trustees, successors and assigns, and on all
designated beneficiaries of the Participant.
9.06 SUCCESSOR EMPLOYER
In the event of the dissolution, merger, consolidation or reorganization of the
Employer, provision may be made by which a successor to all or a major portion
of the Employer's property or business shall continue this Plan, and the
successor shall have all of the powers, duties and responsibilities of the
Employer under this Plan.
9.07 GOVERNING LAW
This Plan shall be construed and enforced in accordance with, and governed by,
the laws of the State of Rhode Island.
IN WITNESS WHEREOF, The Washington Trust Company has~~used this instrument to be
executed in its name and on its behalf this 15th day of December, 1994.
The Washington Trust Company
By: Joseph J. Kirby, President
Attest:
Vernon F. Bliven, SVP
(Seal)