Exhibit 10.j
AMENDMENT TO
THE WASHINGTON TRUST COMPANY
SUPPLEMENTAL PENSION BENEFIT AND PROFIT SHARING PLAN
A. WHEREAS, The Washington Trust Company (the "Company") maintains The
Washington Trust Company Supplemental Pension and Profit Sharing Plan (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
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. Section 2.03 is hereby amended by deleting said section in its entirety and
substituting the following in lieu thereof:
"2.03 'Compensation' means, with respect to an eligible Employee, (a) with
respect to the determination of a supplemental pension plan benefit under
Section 4.01, deferrals under The Washington Trust Company Nonqualified
Deferred Compensation Plan plus 'Compensation' as defined in Section 1.12
of the Pension Plan, and (b) with respect to the determination of a
supplemental profit sharing plan benefit under Section 5.01, 'Compensation'
as defined in Section 2.11 of the Profit Sharing Plan."
2. Section 2.11 is hereby amended by deleting said section in its entirety and
substituting the following in lieu thereof:
"2.11 'Profit Sharing Plan' means, effective January 1, 1998, The
Washington Trust Company 401(k) Plan, effect as of January 1, 1998 or as
amended and/or restated thereafter from time to time. Prior to such date,
'Profit Sharing Plan' means The Washington Trust Company Profit Sharing
Plan as in effect on November 1, 1994 or as amended and/or restated
thereafter from time to time."
3. Effective November 1, 1999, Section 3.01 is hereby amended by deleting the
period at the end of subsection (c)(2) thereof and adding the following in lieu
thereof:
", or
(3) he retires after attaining age 60, his age plus years of Benefit
Service under the Pension Plan equal or exceed 85, and his monthly benefit
payable under the Pension Plan is reduced in accordance with Section 3.2(a)
of the Pension Plan."
4. Section 3.01 is hereby further amended by adding the following at the end
thereof:
"Effective August 24, 1999, the former President and Chief Executive
Officer of PierBank, Inc. shall also become a Participant in the Plan."
5. Section 4.01 is hereby amended by deleting said section in its entirety and
substituting the following in lieu thereof:
"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 deferrals to The Washington
Trust Company Nonqualified Deferred Compensation Plan plus compensation in
excess of the limit of Section 401(a)(17) of the Code, (b) the limits under
Section 415 of the Code did not apply, and/or (c) the provisions of Section
3.2(a) of the Pension Plan reducing the monthly amount of benefit did not
apply.
A Participant's benefit 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 (1) the definition of compensation under the Pension
Plan included, effective January 1, 1999, deferrals to The Washington
Trust Company Nonqualified Deferred Compensation Plan, plus
compensation in excess of Section 401(a)(17) of the Code, (2) the
limits under Section 415 of the Code did not apply, and (3) effective
November 1, 1999, the reduction in monthly benefit amount under
Section 3.2(a) of the Pension Plan 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."
6. A new Section 4.01A is added effective August 24, 1999 immediately after
Section 4.01 as follows:
"4.01A SPECIAL SUPPLEMENTAL PENSION PLAN BENEFIT.
Solely with respect to the former President and Chief Executive Officer of
PierBank, Inc. who became a Participant effective August 24, 1999, a
Special Supplemental Pension Plan Benefit shall be payable to him (in
addition to any other amount which may be payable to him under
Section 4.01) equal to the benefit that would have been payable to him
under the Pension Plan if he had (a) been employed by the Employer for the
period beginning November 22, 1993 and ending August 23, 1999,
(b) participated in the Pension Plan during such period, and (c) received
Compensation (as defined in the Pension Plan) during such period in the
same amount as the compensation he received from PierBank, Inc. during such
period."
7. Section 5.01 is hereby amended by deleting said section in its entirety and
substituting the following in lieu thereof:
"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 contribution 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, plus, effective January 1, 1999, deferrals to
any nonqualified deferred compensation plan sponsored by the Employer,
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."
B. Except at otherwise provided above, the effective date of this Amendment is
January 1, 1999.
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
2nd day of December, 1999.
THE WASHINGTON TRUST COMPANY
By: John C. Warren
Title: Chairman and Chief Executive Officer