EXHIBIT 10.b
Washington Trust Bancorp, Inc.
Supplemental Executive Retirement Plan
Effective as of September 1, 2001
1. Purpose.
The purpose of the Washington Trust Bancorp, Inc. Supplemental Executive
Retirement Plan (the "Plan") is to provide supplemental retirement benefits to
certain executives of Washington Trust Bancorp, Inc. (hereinafter called the
"Corporation"), who have been designated by the Board of Directors of the
Corporation as being eligible to participate in the Plan.
2. Definitions.
2.1. "Accrued Benefit" shall mean the benefit amount the Participant would
be entitled to under Section 3.1, commencing at his Normal Retirement Date.
If the Participant employment terminates for any reason prior to his Normal
Retirement Date, in calculating his Accrued Benefit, (i) the offset for
Primary Social Security retirement benefit shall be calculated on the basis
of the amount projected to be payable at the Participant's Social Security
normal retirement age assuming continued earnings by the Participant at the
rate in effect at termination of employment until the Participant's Social
Security normal retirement age; (ii) the offset for the Qualified Plan or
any other qualified defined benefit plan shall be calculated on the basis
of the Participant's accrued benefit in said plan upon termination of
employment projected to be payable at the Participant's Normal Retirement
Date; and (iii) the offset for any other non-qualified supplemental
retirement plan shall be calculated on the basis of the Participant's
accrued benefit in said plan upon termination of employment projected to be
payable at the Participant's Normal Retirement Date.
2.2. "Actuarial Equivalent" shall mean an amount having equal value when
computed on the basis of a 6% interest rate compounded annually and the
1983 Group Annuity Mortality Table (blended 50% male/50% female).
2.3. "Bank" shall mean the Washington Trust Company of Westerly, a Rhode
Island corporation, and any affiliated entity, successor organization,
parent, subsidiary or holding company.
2.4. "Benefit Computation Base" shall mean the average of the Participant's
annual compensation (including base salary, bonus, and any salary reduction
amounts deferred pursuant to Sections 401(k) or 125 of the Internal Revenue
Code of 1986, as amended, or pursuant to any non-qualified deferred
compensation plan) paid during the 36 consecutive calendar months during
the Participant's last ten years of employment by the Corporation in which
such compensation is the highest.
2.5. "Board of Directors" shall mean the Board of Directors of the
Corporation in office from time to time.
2.6. "Change in Control" shall mean
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of the then outstanding shares of common stock of the
Corporation (the "Outstanding Corporation Common Stock"); provided,
however, that any acquisition by the Corporation or its subsidiaries,
or any employee benefit plan (or related trust) of the Corporation or
its subsidiaries of 20% or more of Outstanding Corporation Common
Stock shall not constitute a Change in Control; and provided, further,
that any acquisition by a corporation with respect to which, following
such acquisition, more than 50% of the then outstanding shares of
common stock of such corporation, is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Corporation
Common Stock immediately prior to such acquisition in substantially
the same proportion as their ownership, immediately prior to such
acquisition, of the Outstanding Corporation Common Stock, shall not
constitute a Change in Control; or
(b) Individuals who, as of the Effective Date, constitute the Board
Directors of the Corporation (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Incumbent Board,
provided that any individual becoming a director subsequent to the
Effective Date whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
person other than the Board; or
(c) Consummation by the Corporation of (i) a reorganization, merger or
consolidation, in each case, with respect to which all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such reorganization, merger or consolidation do
not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 40% of the then
outstanding shares of common stock of the corporation resulting from
such a reorganization, merger or consolidation; (ii) a reorganization,
merger or consolidation, in each case, (A) with respect to which all
or substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such reorganization, merger or consolidation,
following such reorganization, merger or consolidation, beneficially
own, directly or indirectly, more than 40% but less than 50% of the
then outstanding shares of common stock of the corporation resulting
from such a reorganization, merger or consolidation, (B) at least a
majority of the directors then constituting the Incumbent Board do not
approve the transaction and do not designate the transaction as not
constituting a Change in Control, and (C) following the transaction
members of the then Incumbent Board do not continue to comprise at
least a majority of the Board; or (iii) the sale or other disposition
of all or substantially all of the assets of the Corporation,
excluding a sale or other disposition of assets to a subsidiary of the
Corporation; or
(d) Consummation by the Bank of (i) a reorganization, merger or
consolidation, in each case, with respect to which, following such
reorganization, merger or consolidation, the Corporation does not
beneficially own, directly or indirectly, more than 50% of the then
outstanding shares of common stock of the corporation or bank
resulting from such a reorganization, merger or consolidation or (ii)
the sale or other disposition of all or substantially all of the
assets of the Bank, excluding a sale or other disposition of assets to
the Corporation or a subsidiary of the Corporation.
2.7. "Compensation Committee" shall mean the Compensation Committee of the
Board of Directors.
2.8. "Corporation" shall mean Washington Trust Bancorp, Inc.
2.9. "Early Retirement Date" shall mean the first day of the month
coincident with or next following a Participant's 55th birthday and
completion of ten (10) Years of Service.
2.10. "Effective Date" shall mean September 1, 2001.
2.11. "Normal Form" under the Plan shall mean a single life annuity,
payable monthly, for a Participant who is not married on his retirement
date, and a joint and 50% spousal survivor annuity for a Participant who is
married on his retirement date. The single life annuity shall provide
monthly payments to the Participant for his life. The joint and 50% spousal
survivor annuity shall provide monthly payments to a Participant for his
life with provision for the continuation of an amount equal to 50% of such
monthly payments to the Participant's surviving spouse for her life after
the death of the Participant. Either form of payment will guarantee 120
monthly payments.
2.12. "Normal Retirement Date" shall mean the first day of the month
coincident with or next following a Participant's 65th birthday.
2.13. "Participant" shall mean an executive of the Corporation or the Bank
who has been designated by the Board of Directors of the Corporation as
being eligible to participate in the Plan. The initial Participants are
listed on Schedule A attached hereto.
2.14. "Qualified Plan" shall mean The Washington Trust Company Pension
Trust, as amended from time to time.
2.15. "Years of Service" shall mean the period beginning on the
Participant's first day of work at the Corporation and ending on the
Participant's last day of work at the Corporation.
3. Benefits.
3.1. Normal Retirement Benefit.
(a) If a Participant shall continue in the employment of the
Corporation until his Normal Retirement Date, he shall be entitled to
a Normal Retirement Benefit, payable in the Normal Form, payable
monthly, in the annual amount of the sum of 30% of his Benefit
Computation Base plus 2% of his Benefit Computation Base for each Year
of Service, but not in excess of 55% of his Benefit Computation
Period, reduced by the sum of (i), (ii), (iii) and (iv) below.
(i) The Participant's annual Primary Social Security retirement
benefit projected to be payable as of the Participant's Social
Security normal retirement age;
(ii) The annual amount of benefits payable to the Participant on
his Normal Retirement Date in the Life Annuity Form from the
Qualified Plan;
(iii) The annual amount of benefits payable to the Participant on
his Normal Retirement Date in the Life Annuity Form from any
other non-qualified supplemental retirement plan maintained and
funded by the Corporation or the Bank, as such plan or plans may
be amended or modified from time to time; and
(iv) The annual amount of benefits payable to the Participant on
his Normal Retirement Date in the Life Annuity Form from any
qualified defined benefit pension plan maintained and funded by
any prior employer of the Participant.
Notwithstanding the foregoing and subject to the vesting provisions of
Section 3.3, in no event shall the annual Normal Retirement Benefit
payable from this Plan be less than the amount determined pursuant to
the following table:
Annual Normal Retirement Benefit Years of Participation in Plan
-------------------------------- ------------------------------
$1,000 one
$2,000 two
$3,000 three
$4,000 four
$5,000 five
$6,000 six
$7,000 seven
$8,000 eight
$9,000 nine
$10,000 ten or more
(b) Optional Form of Payment. In lieu of the payments in the Normal
Form, a Participant may, with the approval of the Compensation
Committee, elect an optional form which shall be the Actuarial
Equivalent of the Normal Form and which may be any optional annuity
form which is available to the Participant under the terms of the
Qualified Plan.
3.2. Early Retirement. A Participant may retire after he has attained his
Early Retirement Date. If he elects to commence receipt of his benefit
payments from the Plan prior to his Normal Retirement Date, the monthly
payment amount shall be equal to his Accrued Benefit reduced by (a) 5/18ths
of one percent for each month by which the Participant's benefit
commencement date precedes his 60th birthday and (b) 5/9ths of one percent
for each month commencing on or after his 60th birthday by which the
Participant's benefit commencement date precedes his Normal Retirement
Date. Benefit payments will be made in the Normal Form, or if elected by
the Participant, in an optional form under Section 3.1(b).
3.3. Deferred Vested Benefit. If a Participant terminates employment with
the Corporation prior to completion of five (5) Years of Service, he shall
not be entitled to receive any benefits from the Plan. If a Participant
terminates employment with the Corporation after completion of five (5)
Years of Service, he shall be entitled to receive his Accrued Benefit
beginning on his Normal Retirement Date, or with the consent of the
Compensation Committee, at any time after attaining his 55th birthday. If
he elects to commence receipt of his benefit payments from the Plan prior
to his Normal Retirement Date, the monthly payment amount shall be equal to
his Accrued Benefit reduced by (a) 5/18ths of one percent for each month by
which the Participant's benefit commencement date precedes his 60th
birthday and (b) 5/9ths of one percent for each month commencing on or
after his 60th birthday by which the Participant's benefit commencement
date precedes his Normal Retirement Date. Notwithstanding the foregoing, a
Participant shall become fully vested in his Accrued Benefit upon a Change
in Control. Benefit payments will be made in the Normal Form, or if elected
by the Participant, in an optional form under Section 3.1(b).
3.4. Pre-Retirement Death Benefit. In the event a Participant dies after
his 55th birthday and prior to commencing to receive his Accrued Benefit
from the Plan, one of the following benefits is payable, whichever of (a)
and (b) applies:
(a) If the Participant is survived by his spouse by at least 30 days,
surviving spouse shall receive a monthly benefit for her life in an
amount equal to 50% of the amount which would have been payable to the
Participant if he had retired on the date of death and had elected to
receive his monthly benefit in the Normal Form. This benefit will be
paid for no fewer than 120 monthly payments. Such benefit shall
commence to be payable to the Participant's spouse as of the first day
of the month following the Participant's death. If the spouse dies
within 30 days of the Participant, the Participant is treated as an
unmarried Participant.
The surviving spouse shall also receive from the Plan for 120 months,
payable as of the first day of the month following Participant's date
of death, a monthly benefit equal to (1) less (2), not less than zero:
(1) 50% of the Normal Form of benefits from The Washington Trust
Company Pension Trust and any other non-qualified supplemental
defined benefit retirement plan maintained and funded by the
Corporation or the Bank.
(2) The amounts actually paid under the plans referenced in (1)
above.
(b) If the Participant is not married at his date of death or is not
survived by his spouse by at least 30 days, his designated beneficiary
shall receive 40% of the amount which would have been payable to the
Participant if he had retired on his date of death and had elected to
receive the benefit in the Normal Form. The beneficiary will be
entitled to receive 120 monthly payments. Such benefit shall commence
to be payable to the beneficiary as of the first day of the month
following the Participant's death.
The designated beneficiary shall also receive from the Plan for 120
months, payable as of the first of the month following the
Participant's date of death:
(1) 40% of the Normal Form of benefits payable from The
Washington Trust Company Pension Trust and any other
non-qualified supplemental defined benefit retirement plan
maintained and funded by the Corporation or the Bank.
(2) The amounts actually paid under the plans referenced in (1)
above.
In the event the Participant dies before his 55th birthday, and prior to
receiving his Accrued Benefit from the Plan, a pre-retirement death benefit
as described above will be payable as of the first of the month following
his 55th birthday.
3.5. Death of Participant After Retirement. Upon the death of a Participant
after commencement of benefits hereunder, a death benefit will be payable
from the Plan based upon the form of payment in effect under Section 3.1.
If 120 monthly payments have not been made by the date of death, the
surviving spouse or designated beneficiary shall receive monthly payments
based upon the form selected for the remainder of the 120-month period.
In addition, if 120 monthly installments have not been made from the plans
noted in 3.4(a)(1) by the date of death, the surviving spouse or designated
beneficiary shall receive monthly payments for the remainder of the 120
month period equal to (1) less (2) below, but not less than zero.
(1) the monthly payment from The Washington Trust Company Pension
Trust and any other non-qualified supplemental defined benefit plans
maintained by the Corporation or Bank immediately prior to death but
multiplied by any applicable joint and survivor percentage.
(2) The monthly amounts actually paid under the plans referenced in
(1) above after death.
3.6. Disability Prior to Retirement.
In the event a Participant shall become disabled, the Corporation will pay
no disability benefits hereunder. Disability benefits (if any) will be paid
to the Participant through such long-term disability insurance program as
may be sponsored by the Corporation or the Bank. Upon the later of the
Participant's attainment of his Normal Retirement Date or cessation of
benefits under the Corporation's or the Bank's long-term disability
insurance program, the Participant shall commence receiving payment of his
Accrued Benefit determined as of the date of the disability; but taking
into account any Years of Service during his period of disability that are
recognized for benefit accrual purposes under the Qualified Plan. Benefit
payments will be made in the Normal Form, or if elected by the Participant,
in an optional form under Section 3.1(b).
In the event a Participant returns to work with the Corporation after
terminating employment because of disability, he shall again be eligible to
continue to participate in this Plan as though such disability had not
occurred; provided, however, that if he has previously received a
distribution of his Accrued Benefit, any future benefit payable to him
under the Plan shall be reduced by the value of any prior distribution.
4. Administration.
4.1. Administrator. The Compensation Committee is charged with the
administration and operation of the Plan.
4.2. Powers of Administration. The Compensation Committee shall have all
such discretionary powers and authority as are necessary to discharge its
duties, including but not limited to, the interpretation and construction
of all provisions of the Plan and the determination of all questions of
fact, eligibility, participation, benefits and all other related or
incidental matters. The Compensation Committee shall, in its sole
discretion, decide all such questions in accordance with the terms of the
Plan and the applicable law, and its good faith decision will be binding on
the Compensation Committee, the Corporation, the Participants and all other
interested parties.
4.3. Delegation. The Compensation Committee may authorize any other person
to execute any documents or authorize payments on its behalf. The
Compensation Committee may also delegate to any other person or persons,
severally or jointly, the responsibility for the preparation and filing of
all disclosure material and reports which the Compensation Committee is
required to file by law.
4.4. Rules and Regulations. The Compensation Committee, subject to the
provisions of the Plan, may adopt such rules and regulations as it deems
necessary to carry out the provisions of the Plan.
4.5. Claims Procedure. In the event that benefits under this Plan are not
paid to a Participant (or his beneficiary in the case of the Participant's
death), and such person feels entitled to receive them, a claim shall be
made in writing to the Corporation within 60 days after written notice from
the Corporation to the Participant or his beneficiary or personal
representative that payments are not being made or are not to be made under
this Plan. Such claim shall be reviewed by the Compensation Committee. If
the claim is approved or denied, in full or in part, the Compensation
Committee shall provide a written notice of approval or denial within 60
days from the date of receipt of the claim setting forth the specific
reason for denial, specific reference to the provision of this Plan upon
which the denial is based, and any additional material or information
necessary to perfect the claim, if any. Also, such written notice shall
indicate the steps to be taken if a review of the denial is desired. If a
claim is denied (a claim shall be deemed denied if the Compensation
Committee does not take action within the aforesaid 60-day period) and a
review is desired, the Participant (or beneficiary in the case of the
Participant's death), shall notify the Compensation Committee in writing
within 20 days. In requesting a review, the Participant or his beneficiary
may review this Plan or any document relating to it and submit any written
issues and comments he may feel appropriate. In its sole discretion the
Compensation Committee shall then review the claim and provide a written
decision within 60 days. This decision likewise shall state the specific
reasons for the decision and shall include reference to specific provisions
of this Plan on which the decision is based.
Any decision of the Compensation Committee shall be binding on the
Participant, his personal representative, or any beneficiary.
4.6. Operation of Law on Corporation's Obligations. In the event that any
governmental entity promulgates any statute, rule, regulation, policy or
order which restricts or prohibits the Corporation from making payments to
the Participants under this Plan or affects any operation of the Plan, then
the Corporation's obligations to make payments to the Participants (or
their beneficiaries) hereunder shall terminate or be restricted or
suspended (consistent with such law or binding regulation, policy or order)
for so long as such restriction or prohibition applies to the Corporation.
Nothing in this Plan is intended to require or shall be construed as
requiring the Corporation to do or fail to do any act in violation of any
applicable law or binding regulation, policy or order. Provisions other
than payment provisions which are found to be invalid or illegal will not
be given effect and the Plan will be enforced as if those provisions had
never been inserted.
5. Miscellaneous.
5.1. Alienability. Neither the Participants nor any beneficiary thereof
under this Plan shall have any power or right to transfer, assign,
anticipate, hypothecate, mortgage, commute, modify, or otherwise encumber
any of the benefits payable hereunder, nor shall any of said benefits be
subject to seizure for the payment of any debts, judgments, alimony or
separate maintenance, owed by the Participants or their beneficiaries or
any of them, or be transferable by operation of law in the event of
bankruptcy or otherwise.
5.2. Participation in Other Plans. Nothing contained in this Plan shall be
construed to alter, abridge, or in any manner affect the rights and
privileges of the Participants to participate in and be covered by any
pension, profit sharing, group insurance, bonus or any employee plan or
plans which the Corporation or the Bank may have or hereafter have.
5.3. Funding.
(a) The Corporation reserves the right at its sole and exclusive
discretion to insure or otherwise provide for the obligations of the
Corporation undertaken by this Plan or to refrain from same, and to
determine the extent, nature and method thereof, including the
establishment of one or more trusts. Should the Corporation elect to
insure this Plan, in whole or in part, through the medium of insurance
or annuities, or both, the Corporation shall be the owner and
beneficiary of the policy or annuity. At no time shall the
Participants be deemed to have any right, title or interest in or to
any specified asset or assets of the Corporation, or any trust or
escrow arrangement, including, but not by way of restriction, any
insurance or annuity contracts or the proceeds therefrom.
(b) Any such policy, contract or asset shall not in any way be
considered to be security for the performance of the obligations of
this Plan.
(c) If the Corporation purchases a life insurance or annuity policy on
the life of a Participant, the Participant agrees to sign any papers
that may be required for that purpose and to undergo any medical
examination or tests (at the Corporation's expense) which may be
necessary, and generally cooperate with the Corporation in securing
such policy.
(d) To the extent a Participant acquires a right to receive benefits
under this Plan, such right shall be equivalent to the right of an
unsecured general creditor of the Corporation.
5.4. Benefits and Burdens. This Plan shall be binding upon and inure
to the benefit of the Participants and their personal representatives,
the Corporation, and any successor organization which shall succeed to
substantially all of the Corporation's assets and business without
regard to the form of such succession.
5.5. Jurisdiction. This Plan shall be construed, administered and
enforced in accordance with the laws of the State of Rhode Island to
the extent not preempted by the Employee Retirement Income Security
Act of 1974, as amended.
5.6. Gender. Any reference in this Plan to the masculine shall be
deemed to include the feminine where the context so requires.
6. Plan Amendments and Termination.
6.1. Right to Amend or Terminate. The Corporation reserves the right
to make from time to time any amendment to the Plan. The Corporation
further reserves the right to terminate the Plan at any time.
Notwithstanding the foregoing, in no event shall any amendment or
termination result in the reduction of the Accrued Benefit of any
Participant earned prior to the date of amendment or termination.
6.2. Action by Corporation. Any action by the Corporation under this
Plan may be made by resolution of the Board of Directors of the
Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Plan to be duly
executed by its duly authorized officer and its Corporate Seal affixed
at Westerly, Rhode Island this 16th day of August, 2001.
Washington Trust Bancorp, Inc.
Witness Kristen L. DiSanto
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By: David V. Devault
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David V. Devault
Executive Vice President, Treasurer, and
Chief Financial Officer
SCHEDULE A
John C. Warren
John F. Treanor