EXHIBIT 10.3
WASHINGTON TRUST BANCORP, INC. AND
THE WASHINGTON TRUST COMPANY
PLAN FOR DEFERRAL OF DIRECTORS' FEES
PLAN for the Deferral of Directors' Fees, adopted by Washington
Trust Bancorp, Inc. and The Washington Trust Company
(collectively, "the Corporation") effective March 1, 1988, for the
purpose of permitting members of the Board of Directors of the
Corporation ("Directors") to defer receipt of all or any part of
their retainer and fees for services as a Director and as a member
of any and all committees of the Boards of Directors of the
Corporation ("Directors' fees").
1. Any Director of the Corporation who is now serving as
such or is hereafter elected to membership on the Board
of Directors, may elect to defer receipt of all or any
part of future Director's fees, and to receive such
deferred fees, together with interest thereon, at the
time and in the manner hereinafter provided, subject to
all of the provisions of this Plan.
2. An election to defer all or any part of Directors' fees
shall be made by written election on a form to be
provided by the Corporation, filed with the Secretary of
the Corporation on or before December 31 of any year, and
shall be effective with respect to Directors' fees earned
for services performed during the following calendar
year, provided that if a newly elected Director files an
election within 60 days after becoming a Director, such
election may be made effective with respect to fees
earned by him for services performed in the same calendar
year but only for calendar quarters subsequent to the
date of filing, and provided further that for the first
calendar year of the Plan, such election shall be
effective for fees earned in the calendar quarter
following the quarter such election is made.
3. At the time he makes his election, the Director shall
indicate the amount of the deferral that shall apply to
all of his Directors' fees otherwise payable, and shall
specify the method of payment selected in accordance with
paragraph 7. Such election and all of the terms thereof
shall be irrevocable with respect to Directors' fees
earned while it is in effect.
4. An election to defer all or any part of Directors' fees
shall continue in effect indefinitely from year to year
as long as the Director continues as a Director, provided
that the Director may terminate the election at any time
by written notice filed with the Secretary of the
Corporation, effective with respect to fees earned for
services performed subsequent to such filing. A Director
may also change his selection of the payment date or
method of payment by filing a revised selection with the
Secretary of the Corporation on or before December 31 of
any year, and such revised selection shall apply with
respect to Directors' fees earned for services performed
during the following calendar year, and thereafter. No
such method of payment shall apply to fees deferred under
the prior election.
5. A Director's deferred fees shall be credited to a
separate memorandum fee account ("Fee Account")
maintained by the Corporation on his behalf, and interest
shall be credited on the balance of such account
(including interest theretofore credited) on the last day
of each calendar month at a rate of the last day of each
calendar month at a rate of interest equal to the rate of
interest in effect on the first day of the calendar year
for one year certificates of deposits of The Washington
Trust Company.
6. The balance in a Director's Fee Account shall become
payable to him on the later of (a) the first business day
of January next following the date he ceases to be a
Director, or (b) the first business day of January in the
year following his 65th birthday.
7. When the balance in a Directors' Fee Account becomes
payable, such balance shall be paid either (a) in one
lump sum, (b) in a series of five approximately equal
annual installments, or (c) in a series of ten
approximately equal annual installments, as the Director
shall specify at the time he makes his election to defer.
If a Director's Fee Account is paid in installments,
interest shall be credited on the unpaid balance of the
account as provided in paragraph 5 hereof.
8. In the event a Director dies before his Fee Account has
become payable, or before he has received the entire
balance thereof, the amount of such Account or the
remaining balance thereof, shall become payable on the
first business day of January next succeeding his death,
and shall be paid to his designated beneficiary, either
(a) in one lump sum, or (b) in a series of approximately
equal annual installments over a period of either five or
ten years, with interest credited on the unpaid balance
as provided in paragraph 5 hereof, as the Director shall
elect. If a designated beneficiary shall survive the
Director and die before receiving the entire balance of
his Fee Account, the remaining balance shall be paid to
the estate of the beneficiary in one lump sum on the next
succeeding first business day of January. A Director may
designate a beneficiary, or change or revoke a
designation of beneficiary, at any time and from time to
time, by a written designation filed with the Secretary
of the Corporation. In the event there is no designation
of beneficiary in effect at the time of the Director's
death, or if the last designated beneficiary shall have
predeceased the Director, the Fee Account shall be paid
in one sum to the executor or administrator of the estate
of the Director.
9. The Corporation shall not fund its liability for deferred
Directors' fees or interest in any way. A Director's Fee
Account shall be solely for the internal bookkeeping
purposes of the Corporation, and neither the Director,
his beneficiary nor estate shall have any interest
therein.
10. In the event of the physical disability or severe
financial hardship of a Director, the Chief Executive
Officer of the Corporation may in his sole discretion
make any payments from the deferred compensation account
of such Director to him or for his account as deemed by
such Chief Executive Officer to be in his best interests;
the fact of disability and financial hardship to be
determined in the sole discretion of such Chief Executive
Officer.
11. This Plan is to be binding upon the Corporation and upon
its successors and assigns. In the event of the merger
of the Corporation with any other corporation, the Board
of Directors of such merged or resulting corporation
shall be deemed to have the powers herein stated.
12. The purpose of the Plan is to accomplish the deferral of
the incidence of federal income tax on a Director's
deferred fees and the interest thereon until such time as
the Director, his beneficiary or estate, actually
receives payment of the same, as provided in Internal
Revenue Service Revenue Ruling 71-419, and the Plan shall
be construed in accordance with such purpose.
13. This Plan may be amended at any time and from time to
time, or terminated in whole or in part, as to the
Corporation by action of its Board of Directors; but no
amendment or termination shall apply with respect to a
Director's fees theretofore deferred except with the
consent of the Director, unless in the opinion of legal
counsel to the Corporation such amendment or termination
is necessary to reflect changes in the principles of
Revenue Ruling 71-419, or otherwise necessary or
desirable to accomplish the purposes of this Plan.
14. This Plan shall be effective with respect to Directors'
fees earned for services performed on or after April 1,
1988.
IN WITNESS WHEREOF, the CORPORATION has caused this Plan to be
executed and its corporate officer thereunto duly authorized and
its corporate seal to be affixed hereto this 11th day of February
1988.
WASHINGTON TRUST BANCORP,INC.
Thelma C. Smith By Joseph J. Kirby
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President
THE WASHINGTON TRUST COMPANY
Thelma C. Smith By Joseph J. Kirby
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President