Exhibit 10.l
JULY 2000 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")
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 by adding a new Article XII
to the end of Article XI thereof as follows:
"ARTICLE XII SUPPLEMENTAL PROFIT SHARING PLAN BENEFITS
12.01 PURPOSE
The purpose of this Article XII is to provide supplemental profit sharing
benefits for Profit Sharing 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. Except as otherwise provided in this
Article XII, the provisions of Articles I through XI, inclusive, shall not
apply to the profit sharing benefits provided herein.
12.02 DEFINITIONS
For purposes of this Article XII, the following definitions shall apply:
(a) 'Profit Sharing Participant' means any person employed by the Company
provided:
(i) he has satisfied the eligibility requirements for participation
under the Profit Sharing Plan;
(ii) he is a highly compensated employee within the meaning of Section
414(q)(1)(B) of the Code; and
(iii) the matching contribution made by the Company on his behalf
under the Profit Sharing Plan is restricted by Section 401(a)(17) of
the Code.
(b) 'Profit Sharing Plan' means The Washington Trust Company 401(k) Plan,
as amended or restated and in effect from time to time.
(c) 'Profit Sharing Plan Restrictions' means the limits imposed under
Section 401(a)(17) of the Code on the amount of matching contributions made
by the Company in accordance with Section 4.06 of the Profit Sharing Plan.
(d) 'Supplemental Profit Sharing Contribution Account' means the
bookkeeping account established on behalf of a Profit Sharing Participant
in accordance with Section 12.05.
All other capitalized terms shall have the meanings defined in Article I.
12.03 SUPPLEMENTAL PROFIT SHARING CONTRIBUTIONS
(a) If matching contributions made by the Company under the Profit Sharing
Plan on behalf of a Profit Sharing Participant are limited by the Profit
Sharing Plan Restrictions, the Company shall credit to a Supplemental
Profit Sharing Contribution Account established for such Profit Sharing
Participant an amount equal to the matching contribution which would have
been made by the Company 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.
12.04 SUPPLEMENTAL PROFIT SHARING CONTRIBUTION ACCOUNT
The Administrator shall establish and maintain a bookkeeping Supplemental
Profit Sharing Contribution Account in the name of each Profit Sharing
Participant, which account may be a subaccount of an Account established
for such individual under Section 6.2(a). A Profit Sharing Participant's
Supplemental Profit Sharing Contribution Account shall be invested in
accordance with the provisions of Section 6.2. Such Supplemental Profit
Sharing Contribution Account shall be credited with (a) liability
transferred July 1, 2000 on behalf of the Profit Sharing 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 Supplemental
Profit Sharing Contribution Account shall be debited with any distribution
made under Sections 12.05 and 12.06 and any other appropriate adjustments.
Such adjustments shall be made as frequently as administratively feasible.
12.05 COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL PROFIT SHARING BENEFITS
Benefits shall commence under this Article XII to a Profit Sharing
Participant as of the same date that benefits commence to a Profit Sharing
Participant under the Profit Sharing Plan; provided, however, that, in the
case of a Profit Sharing 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 XII until such Profit
Sharing Participant actually retires.
12.06 DISTRIBUTIONS OF SUPPLEMENTAL PROFIT SHARING BENEFITS
All payments of benefits to Profit Sharing Participants and/or their
designated beneficiaries under this Article XII shall be made in a lump
sum.
12.07 DEATH BENEFIT
Upon a Profit Sharing Participant's death, any amounts set aside in his
Supplemental Profit Sharing Contribution Account shall be distributed to
his beneficiary or beneficiaries designated under the Profit Sharing Plan.
12.08 VESTING
A Profit Sharing Participant shall be fully vested at all times in his
Supplemental Profit Sharing Plan Benefit.
12.09 OTHER APPLICABLE PROVISIONS
In addition to the provisions of this Article XII, and to the extent not
inconsistent with such provisions, the following provisions of this Plan
shall apply to Profit Sharing Participants and their Supplemental Profit
Sharing Contribution Accounts: Sections 3.2, 4.4(a)(ii) and (iii),
4.4(b)(ii) and (iii), 6.2, 8.2, 8.4, Article IX, Article X and Article XI."
B. Except at otherwise provided above, the effective date of this Amendment is
July 1, 2000.
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
8th day of September, 2000.
THE WASHINGTON TRUST COMPANY
By: John C. Warren
Title: Chairman and Chief Executive Officer