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Table of Contents


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ARTICLE I - NAME, PURPOSE AND EFFECTIVE DATE				1

	1.01	NAME AND PURPOSE		1
	1.02	EFFECTIVE DATE		1

ARTICLE II - DEFINITIONS				1

	2.01	?Actuarial Equivalent?		1
	2.02	?Board?		1
	2.03	?Code?		1
	2.04	?Compensation?		1
	2.05	?Early Retirement Age?		2
	2.06	?Effective Date?		2
	2.07	?Employee?		2
	2.08	?Employer?		2
	2.09	?Normal Form?		2
	2.10	?Normal Retirement Age?		2
	2.11	?Normal Retirement Date?		2
	2.12	?Participant?		2
	2.13	?Plan Administrator?		2
	2.14	?Plan?		2
	2.15	?Pension Plan?		2
	2.16	?Separation from Service? or ?Separates from Service?		2
	2.17	?Supplemental Pension Plan Benefit?		3
	2.18	?Vesting Service?		3

ARTICLE III - ELIGIBILITY				3

	3.01	PARTICIPATION		3

ARTICLE IV - SUPPLEMENTAL PENSION PLAN BENEFITS				3

	4.01	AMOUNT OF SUPPLEMENTAL PENSION PLAN BENEFITS		3
	4.01A	SPECIAL SUPPLEMENTAL PENSION PLAN BENEFIT		4
	4.02	DISTRIBUTIONS OF BENEFIT		4
	4.03	COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL PENSION PLAN BENEFIT		5
	4.04	DEATH BENEFIT		5

ARTICLE V - VESTING				6

	5.01	VESTING		6

(i)


ARTICLE VI - FUNDING			6

	6.01	FUNDING	6

ARTICLE VII - ADMINISTRATION			6

	7.01	DUTIES OF THE PLAN ADMINISTRATOR	6
	7.02	FINALITY OF DECISIONS	6
	7.03	CLAIMS PROCEDURE	7

ARTICLE VIII - MISCELLANEOUS			8

	8.01	NON-GUARANTEE OF EMPLOYMENT	8
	8.02	RIGHTS UNDER PLAN	8
	8.03	AMENDMENTS/TERMINATION	9
	8.04	NONASSIGNABILITY	9
	8.05	ENTIRE AGREEMENT; SUCCESSORS	9
	8.06	SUCCESSOR EMPLOYER	9
	8.07	GOVERNING LAW	9

(ii)

THE WASHINGTON TRUST COMPANY

SUPPLEMENTAL PENSION BENEFIT PLAN

As Amended and Restated as of January 1, 2008

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 Plan (the ?Plan?). The Plan has been established, and shall be maintained, solely for the purpose of providing supplemental pension benefits which are not provided under The Washington Trust Company Pension Trust for certain Participants. The Plan is unfunded and maintained primarily 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. The Plan is amended and restated as of January 1, 2008 primarily for the purpose of complying with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

ARTICLE II - DEFINITIONS

When used herein, the following terms defined hereinafter shall have the following meanings unless a different meaning is clearly required by the context of the Plan, and the term ?spouse? means the opposite-gender person, if any, to whom the Participant is lawfully married:

2.01		?Actuarial Equivalent? has the same meaning as used in the Pension Plan.

2.02		?Board? means the Board of Directors of The Washington Trust Company of Westerly.

2.03		?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.

2.04		?Compensation? means, with respect to an eligible Employee, deferrals under The Washington Trust Company Nonqualified Deferred Compensation Plan plus ?Compensation? as defined in Section 1.12 of the Pension Plan.

2.05		?Early Retirement Age? means attainment of age 55 and completion of ten (10) years of Vesting Service.

2.06		?Effective Date? means November 1, 1994.

2.07		?Employee? means any person employed by the Employer.

2.08		?Employer? means The Washington Trust Company of Westerly and any subsidiary and/or affiliated corporation which has adopted this Plan.

2.09		?Normal Form? under the Plan shall mean a single life annuity, payable monthly, for a Participant who does not have a spouse on his retirement date, and a joint and 50% spousal survivor annuity for a Participant who does have a spouse 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. The joint and 50% spousal survivor annuity shall be Actuarially Equivalent to the value of a single life annuity.

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