Registration No. 33-23048
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8/S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------------
WASHINGTON TRUST BANCORP, INC.
(Exact name of Registrant as specified in its charter)
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Rhode Island 05-0404671
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 Broad Street, Westerly, Rhode Island 02891
(401) 348-1200
(Address, including zip code; telephone number, including area code,
of Registrant's principal executive offices)
JOSEPH J. KIRBY, President
WASHINGTON TRUST BANCORP, INC.
23 Broad Street
Westerly, Rhode Island 02891
(401) 348-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------------
Copy to:
V. DUNCAN JOHNSON, ESQ.
EDWARDS & ANGELL
2700 Hospital Trust Tower
Providence, Rhode Island 02903
(401) 274-9200
<PAGE>
WASHINGTON TRUST BANCORP, INC.
1988 STOCK OPTION PLAN
SHARES TO BE REGISTERED PURSUANT TO
THREE-FOR-TWO STOCK SPLIT
Pursuant to Rule 416(b), Washington Trust Bancorp, Inc. (the
"Corporation") hereby amends its Registration Statement covering
400,000 shares of Common Stock, $.0625 par value, of the Corporation
which was filed July 8, 1988. This amendment is required to increase
the number of shares so registered to 600,000 to reflect a
three-for-two stock split declared by the Board of Directors of the
Corporation which will become effective on August 31, 1994.
<PAGE>
PROSPECTUS
235,575 Shares
WASHINGTON TRUST BANCORP, INC.
Common Stock
$0.0625 Par Value
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THE OFFERING
This Prospectus relates to 235,575 shares of Common Stock,
$0.0625 par value, of Washington Trust Bancorp, Inc. (the "Com-
pany") purchased or which may be purchased by certain officers
and directors of the Company (the "Selling Shareholders") pur-
suant to stock options granted pursuant to the Company's 1988
Stock Option Plan. Specific information as to the Selling
Shareholders may be found on page 3 of this Prospectus. The
Company has been informed that said 235,575 shares of Common
Stock may be offered from time to time publicly by the Selling
Shareholders through one or more transactions in the over-the-
counter market or through one or more brokers. The shares will
be offered at prices prevailing at the time of sale. The mar-
ket price for the Common Stock on August 1, 1994, was $34.50 per
share.
The Selling Shareholders and anyone effecting sales on
behalf of the Selling Shareholders may be deemed to be "under-
writers" within the meaning of the Securities Act of 1933, as
amended, and commissions or discounts given may be regarded as
underwriting commissions or discounts under said Act.
The Company will not receive any of the proceeds from sales
by the Selling Shareholders.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
TUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is August 2, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports and other information
with the Securities and Exchange Commission (the "Commis-
sion"). Proxy statements, reports and other information con-
cerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 5th
Street, N.W., Room 1024, Washington, D.C. 20549 and at the
Commission's Regional Offices in New York (7 World Trade Center,
Suite 1300, New York, New York 10048) and Chicago (Northwestern
Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois
60661), and copies of such material can be obtained from the Public
Reference Section of the Commission at 450 5th Street, N.W.,
Washington, D.C. 20549, at prescribed rates. This Prospectus does
not contain all information set forth in the Registration Statement
and Exhibits thereto which the Company has filed with the Commis-
sion under the Securities Act of 1933 and to which reference is
hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following
documents:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1993, filed with the Commission pursuant to
Section 13(a) of the Exchange Act.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994 filed with the Commission pursuant
to Section 13(a) of the Exchange Act.
3. The description of the Company's Common Stock which is
contained in its Registration Statement filed under the
Exchange Act, including all amendments and reports updating
such description.
4. All other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subse-
quent to the date of this Prospectus and prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securi-
ties then remaining unsold shall be deemed to be incorporated
by reference into this Prospectus.
<PAGE>
WASHINGTON TRUST BANCORP, INC.
Washington Trust Bancorp, Inc. (the "Company") is a bank
holding company that has as its principal subsidiary The Wash-
ington Trust Company, which engages in a general commercial
banking and trust business. The Company is registered under
the Bank Holding Company Act of 1956. The executive offices of
the Company are located at 23 Broad Street, Westerly, Rhode
Island 02891 (Telephone: 401-348-1200).
SELLING SHAREHOLDERS
Set forth below is information as to the Selling Share-
holders, the number of shares of Common Stock of the Company
beneficially owned, the number which may be offered as set
forth on the cover of this Prospectus (assuming certain options
are exercised) and the number of shares to be owned after com-
pletion of the offering assuming all shares are sold.
Name and Number of Shares Number of Number of
Position of Common Stock Shares Which Shares To Be
with Company Beneficially May Be Owned After
Owned (1) Offered (1) Offering (1)
- ------------ ---------------- ------------ ------------
Joseph J. Kirby 5,196 71,572 5,196
Director, President
and Chief Executive
Officer
Joseph H. Potter 8,877 32,542 8,877
Director and
Executive Vice
President
Louis J. Luzzi 1,379 10,483 1,379
Vice President
and Treasurer
Harvey C. Perry II 157 14,966 157
Vice President
and Secretary
David V. Devault 243 16,012 243
Vice President and
Chief Financial
Officer
Gary E. Bennett 150 1,500 150
Director
(1) Share amounts reflect the three-for-two stock split to shareholders
of record as of August 1, 1994 which will become effective August
31, 1994.
<PAGE>
Name and Number of Shares Number of Number of
Position of Common Stock Shares Which Shares To Be
with Company Beneficially May Be Owned After
Owned (1) Offered (1) Offering (1)
- ------------ ---------------- ------------ ------------
Steven J. Crandall 426 9,000 426
Director
Richard A. Grills 71,426 9,000 71,426
Director
Larry Hirsch 1,558 1,500 1,558
Director
Katherine W. Hoxsie 13,537 7,500 13,537
Director
Mary E. Kennard 0 1,500 0
Director
James W. McCormick, Jr. 4,903 9,000 4,903
Director
Thomas F. Moore 41,093 9,000 41,093
Director
Brendan P. O'Donnell 2,475 7,500 2,475
Director
Victor J. Orsinger, II 6,991 9,000 6,991
Director
Anthony J. Rose, Jr. 39,756 7,500 39,756
Director
James P. Sullivan 480 9,000 480
Director
Neil H. Thorp 4,283 9,000 4,283
Director
(1) Share amounts reflect the three-for-two stock split to shareholders
of record as of August 1, 1994 which will become effective August
31, 1994.
<PAGE>
LEGAL MATTERS
The validity of shares of Common Stock offered hereby has been
passed upon for the Company by Edwards & Angell, Providence,
Rhode Island.
EXPERTS
The consolidated balance sheets of Washington Trust Bancorp, Inc.
and subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of income, changes in shareholders' equity
and cash flows for each of the years in the three-year period ended
December 31, 1993, incorporated by reference in the Registration
Statement have been incorporated herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting
and auditing. Future financial statements of the Company that are
examined by KPMG Peat Marwick also will be incorporated by reference
in the Registration Statement in reliance upon said authority of that
firm to the extent that such firm has reported on those statements and
consented to the use of their reports thereon. The report of KPMG Peat
Marwick covering the December 31, 1993 and 1992 financial statements
refers to a change in accounting for income taxes.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference
There are incorporated herein by reference the following
documents:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1993, filed with the Commission pursuant to
Section 13(a) of the Exchange Act.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994 filed with the Commission pursuant
to Section 13(a) of the Exchange Act.
3. The description of the Company's Common Stock which is
contained in its Registration Statement filed under the
Exchange Act, including all amendments and reports updating
such description.
4. All other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subse-
quent to the date of this Prospectus and prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securi-
ties then remaining unsold shall be deemed to be incorporated
by reference into this Prospectus.
Item 8. Exhibits
4 -- Amended and Restated 1988 Stock Option Plan
23 -- Consent of KPMG Peat Marwick
<PAGE>
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's Annual Report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with this prospectus, to each person to whom this
prospectus is sent or given, the latest Annual Report to Shareholders
that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8/S-3 and has duly caused this Post-Effective Amendment to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Westerly,
State of Rhode Island on August 2, 1994.
WASHINGTON TRUST BANCORP, INC.
By: Joseph J. Kirby
--------------------------
Joseph J. Kirby
President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statement has
been signed by the following persons in the capacities indicated
on August 2, 1994.
Signatures Title
Joseph J. Kirby
- -------------------------- Director and President (Chief
Joseph J. Kirby Executive Officer)
David V. Devault Vice President and
- -------------------------- Chief Financial Officer
David V. Devault (Principal Financial
Officer and Principal
Accounting Officer)
<PAGE>
Director
- --------------------------
Gary P. Bennett
Steven J. Crandall* Director
- --------------------------
Steven J. Crandall
Richard A. Grills* Director
- --------------------------
Richard A. Grills
Director
- --------------------------
Larry J. Hirsch
- -------------------------- Director
Katherine W. Hoxsie
Director
- --------------------------
Mary E. Kennard
James W. McCormick, Jr.* Director
- --------------------------
James W. McCormick, Jr.
Thomas F. Moore* Director
- --------------------------
Thomas F. Moore
Brendan P. O'Donnell* Director
- --------------------------
Brendan P. O'Donnell
Victor J. Orsinger, II* Director
- --------------------------
Victor J. Orsinger, II
<PAGE>
Joseph H. Potter* Director
- --------------------------
Joseph H. Potter
Anthony J. Rose, Jr.* Director
- --------------------------
Anthony J. Rose, Jr.
James P. Sullivan* Director
- --------------------------
James P. Sullivan
Neil H. Thorp* Director
- --------------------------
Neil H. Thorp
*By:Joseph J. Kirby
---------------------- August 2, 1994
Joseph J. Kirby
Attorney-in-Fact
<PAGE>
EXHIBIT 4
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WASHINGTON TRUST BANCORP, INC.
AMENDED AND RESTATED 1988 STOCK OPTION PLAN
This Amended and Restated Stock Option Plan (the "Plan") constitutes
an amendment and restatement of the 1988 Stock Option Plan which was
adopted by the Board of Directors of Washington Trust Bancorp, Inc.
(the "Corporation") in 1988 and by the shareholders of the Corporation
on April 4, 1988, and further amended by the Board of Directors on
April 3, 1989. The purpose of this Plan is to encourage and enable
certain officers, employees and directors of the Corporation and any
subsidiaries to acquire an interest in the Corporation through the
granting of stock options, as herein provided, to acquire its
common stock, $.0625 par value per share (the "Common Stock"). Two
separate forms of options may be granted pursuant to this Plan:
Incentive Stock Options under the provisions of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"); and Non-
Qualified Options. Both forms of options are herein referred to
collectively hereunder as "options".
1. Shares of Stock Subject to the Plan
The stock that may be issued and sold pursuant to options granted
under the Plan shall not exceed, in the aggregate, 400,000 shares of
Common Stock, which may be (i) authorized but unissued shares, (ii)
treasury shares, or (iii) shares previously reserved for issue upon
exercise of options under the Plan, which options have expired or
terminated; provided, however, that the number of shares subject to
the Plan shall be subject to adjustment as provided in Section 7.
2. Administration
The Plan shall be administered, construed and interpreted by a
committee appointed by the Board of Directors of the Corporation
(hereinafter called the "Committee"). The Committee shall consist of
three or more members of the Board of Directors who are not officers
of the Corporation. No member of the Committee shall be entitled to
participate in the Plan, except as provided in Section 14 hereof.
Subject to the provisions of the Plan, the Committee shall determine
the persons to be granted options (the "Optionees"), the number of
shares subject to each option, whether the options shall be Incentive
Stock Options or Non-Qualified Options, the price to be paid for the
shares upon the exercise of each option, and the terms and conditions
of the options. In addition, the Committee shall adopt forms of
option agreements and make determinations under, or interpretations
of, any provision of the Plan and any option. The Committee shall
maintain separate records with respect to Incentive Stock Options and
Non-Qualified Options granted under the Plan to facilitate the
determination of the appropriate tax treatment for such options. Any
of the foregoing action taken by the Committee in its sole discretion
shall be final and conclusive. Any Committee action with respect to
options granted to non-employee directors pursuant to Section 14
hereof shall be limited to ministerial, non-discretionary matters,
consistent with the terms of the Plan.
<PAGE>
3. Eligibility
Officers (whether or not they are directors) and employees of the
Corporation shall be eligible to receive options. A director of the
Corporation who is not a full time employee of the Corporation shall
not be eligible to receive options, except as provided in Section 14
hereof.
4. Price and Limitation on Grant of Options
(a) The purchase price of the Common Stock which may be purchased
under each option shall be at least equal to the fair market value per
share of the outstanding Common Stock of the Corporation at the time
the option is granted, as determined by the Committee. The aggregate
fair market value (determined as of the time the option is granted) of
the Common Stock for which any person participating in the Plan may be
granted options under the Plan (or any subsequent option plan) as
Incentive Stock Options under Section 422A of the Code shall not
exceed the minimum amount (either at grant or vesting) that would be
permissible under said Section 422A and the Treasury regulations
thereunder without disqualifying such option as an Incentive Stock
Option.
(b) The purchase price of shares which may be purchased under each
Incentive Stock Option issued to a person who, immediately prior to
the grant of such option, owns (directly or indirectly) stock
possessing more than ten percent of the total combined voting power of
all classes of stock of the Corporation shall be at least equal to 110
percent of the fai2 market value of the Common Stock subject to the
option, as determined in Section 4(a) above.
(c) The option price shall be payable either (i) in United States
dollars in cash or by check, bank draft or money order payable to the
order of the Corporation, (ii) through the delivery of shares of
Common Stock of the Corporation (the "Stock") already owned by the
Optionee with a fair market value equal to the option price, or (iii)
by a combination of (i) and (ii) above. The fair market value of
Stock so delivered shall be the mean of the high and low prices of
publicly traded shares of Common Stock of the Corporation on the date
of exercise or as otherwise may be determined by the Committee.
Unless otherwise determined by the Committee, an Optionee may engage
in a successive exchange (or series of exchanges) in which Common
Stock they are entitled to receive upon the exercise of an option may
be simultaneously utilized as payment for the exercise of an
additional option or options.
5. No Rights as Shareholder
Until receipt of the purchase price upon exercise of an option and
fulfillment of other requirements of the Plan, no Optionee or person
entitled to exercise the option shall be, or shall be deemed to be, a
holder of any shares of the Corporation subject to the option for any
purpose.
<PAGE>
6. Non-Transferability of Option
Each option granted under the Plan shall provide that it is personal
to the Optionee, is not transferable by the Optionee in any manner
otherwise than by will or the laws of descent and distribution or a
qualified domestic relations order ("Qualified Domestic Relations
Order"), as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder ("ERISA"), and is
exercisable, during the Optionee's lifetime, only by such Optionee.
7. Dilution or Other Adjustments
The terms of the options and the number of shares subject to this Plan
shall be equitably adjusted in such manner as to prevent dilution or
enlargement of option rights in the following instances:
(a) the declaration of a dividend payable to the holders of Common
Stock in stock of the same class;
(b) a split-up of the Common Stock or a reverse split thereof; or
(c) a recapitalization of the Corporation under which shares of one or
more different classes are distributed in exchange for or upon the
Common Stock without payment of any valuable consideration by the
holders thereof.
The terms of any such adjustment shall be conclusively determined by
the Board.
8. Shareholder Approval
The Plan is subject to the approval of the shareholders of the
Corporation. If such approval is not given within twelve (12) months
after the date of the Plan's adoption by the Board, the portion of the
Plan relating to the extension of the option exercise periods, as
provided in Sections 12 and 14 hereof, and the grant of options to
non-employee directors upon re-election, as provided in Section 14
hereof, shall terminate and be of no force and effect.
9. Period of Grants; Expiration; Termination
Options may be granted under the Plan at any time, or from time to
time, until December 31, 1997. Each option granted under the Plan
shall expire not more than ten years from the date the option is
granted. The Plan may be terminated at any time by the Board of
Directors of the Corporation, except with respect to any options then
outstanding under the Plan.
<PAGE>
10. Effect of Certain Transactions
If the Corporation is merged into or consolidated with another
corporation under circumstances where the Corporation is not the
surviving corporation, or if the Corporation is liquidated or sells or
otherwise disposes of all or substantially all of its assets to
another corporation while unexercised options remain outstanding under
the Plan after the effective date of such merger, consolidation or
sale, as the case may be, each holder of an outstanding option shall
be entitled, upon exercise of such option, to receive in lieu of
shares of Common Stock, shares of such stock or other securities as
the holders of shares of Common Stock received pursuant to the terms
of the merger, consolidation or sale. Notwithstanding the provisions
of any option for Common Stock which provides for its exercise in
installments, such option shall become immediately exercisable in the
event of a change in control or offer to effect a change in control.
For purposes of this Section 10, a "change in control" shall have the
same meaning as is set forth in Section 14 hereof. The term "person"
refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship,
unincorporated organization or any other form of entity not
specifically listed herein. The decision as to whether a change in
control or offer to effect a change in control has occurred shall be
made by a majority of the Continuing Directors (as defined in the
Restated Articles of Incorporation as in effect on March 1, 1988) and
shall be conclusive and binding.
Notwithstanding Sections 9 and 15 of the Plan, this provision shall
not be amended or revoked in any manner without the affirmative vote
of 80% of the Board of Directors and a majority of the Continuing
Directors (as defined above).
11. Liability and Indemnification
No member of the Committee shall be liable for any action or
determination made in good faith, and such members shall be entitled
to indemnification and reimbursement to the fullest extent provided in
the Corporation's By-laws.
12. Termination of Employment
In the event that an Optionee's employment by the Corporation shall
terminate, any option held by such Optionee, whether granted prior to
or following the amendment and restatement of this Section 12, shall
terminate immediately, subject to the following:
If any termination of employment is due to retirement with the consent
of the Corporation, the Optionee shall have the right, subject to the
provisions of Section 5 hereof, to exercise any such option at any
time within three months, in the case of Incentive Stock Options ("ISO
Retirement Exercise Period"), and within three years (or up to five
years, upon the approval of the Committee, in any individual case), in
the case of Non-Qualified Options ("NQ Retirement Exercise Period"),
after such retirement, to the extent that he was entitled to exercise
the same immediately prior to his retirement; and
If the Optionee shall die while in the employment of the Corporation
or during the ISO Retirement Exercise Period, in the case of Incentive
Stock Options, or during the NQ Retirement Exercise Period, in the
case of Non-Qualified Options, his estate, personal representative, or
beneficiary shall have the right, subject to the provisions of Section
8 hereof, to exercise his option, at any time within three years from
the date of his death, to the extent that the Optionee was entitled to
exercise the same immediately prior to his death.
<PAGE>
Whether any termination of employment is to be considered a retirement
with the consent of the Corporation and whether an authorized leave of
absence or absence on military or government service or for other
reasons shall constitute a termination of employment for the purposes
of the Plan, shall be determined by the Committee, which determination
shall be final and conclusive. On a case by case basis, the Committee
may, in its sole discretion, accelerate the schedule of the time or
times when an option granted under this Plan, other than an option
granted pursuant to Section 14 hereof, may be exercised.
13. Purchase of Options
At the discretion of the Committee, an employee who has been granted
options may also be granted the right to require the Corporation to
purchase all or a portion of such options for cancellation (a "stock
appreciation right"). To the extent he exercises this right, the
Corporation shall pay him in cash and/or Common Stock the excess of
the fair market value of each share of Common Stock covered by the
options (or portion thereof purchased) on the date the election is
made over the option price. The election shall be made by delivering
written notice thereof to the Committee. Shares subject to the
options so purchased shall not again be available for purposes of the
Plan.
14. Options Granted to Non-Employee Directors
The provisions of this Section 14 govern the granting and terms of
options for non-employee directors. These provisions supersede all
other provisions of the Plan to the extent, and only to the extent,
such other provisions are inconsistent with this Section 14.
Each person who is initially elected or re-elected a director of the
Corporation after December 17, 1992 shall automatically be granted a
Non-Qualified Option covering 1,000 shares as of the date of his
election or re-election, as the case may be, the option price for
which shall be the fair market value of the Common Stock on such date
and the expiration of which shall be the tenth anniversary thereof.
Each option granted by this Section 14 may be exercised as follows:
(a) 25% of the shares subject to such option may be purchased on and
after the date of grant; and
(b) an additional 25% of such shares may be purchased commencing on
the first, second and third anniversaries of the date of grant.
In the event of a Change in Control of the Corporation (as hereinafter
defined), each option granted under this Section 14 will thereupon be
exercisable in full by the Optionee.
For the purposes of this Section 14, a "Change in Control of the
Corporation" shall occur if:
(i) any person, firm, corporation, organization or association of
persons or organizations acting in concert, excluding any qualified
employee benefit plan of the Corporation applicable to employees
generally of the Corporation and its controlled subsidiaries, shall
acquire securities having in the aggregate more than 20% of the
outstanding voting power of the Corporation, whether in whole or in
part by means of an offer made publicly to the holders of all or
substantially all of the outstanding shares of any one or more classes
of the voting securities of the Corporation to acquire such shares for
cash, other property or a combination thereof or whether such
acquisition was made by any other means, unless such transaction is
consented to by vote of at least a majority of the Continuing
Directors (as defined in Article NINTH of the Corporation's Restated
Articles of Incorporation); or
(ii) the Corporation transfers all or a substantial part of its
properties and assets to another person, firm, corporation,
organization or association of persons or organizations, excluding a
subsidiary controlled by the Corporation itself, unless such
transaction is consented to by vote of at least 80% of the Continuing
Directors; or
(iii) the Corporation shall consolidate or merge with or into any
person, firm, corporation, organization or association of persons or
organizations unless the Corporation or its controlled subsidiary
shall be the continuing corporation or the successor corporation and
shall not be controlled by any other person, firm or corporation,
unless such transaction is consented to by vote of at least 80% of the
Continuing Directors; or
(iv) during any period of 24 consecutive months, commencing before or
after the date of adoption of this Plan, individuals who at the
beginning of such 24-month period were directors of the Corporation
shall cease to constitute at least a majority of directors of the
Corporation's Board of Directors unless the remaining directors who
were directors at the beginning of such period and any directors who
were not directors at the beginning of such period but whose election
was approved in advance by directors representing at least a majority
of the directors then in office who were directors at the beginning of
such period, constitute a majority of the Corporation's Board of
Directors.
If the holder of an option granted pursuant to this Section 14, either
prior to or following the amendment and restatement of this Section
14, shall cease to be a director of the Corporation, he may, unless
removed for cause by the shareholders of the Corporation, in which
event his option shall terminate, thereafter exercise his option to
the extent he was entitled to exercise it on the date his service
as a director terminated, but only within three years after the date
of such termination. In no event, however, may an option granted
pursuant to this Section 14 be exercised at a time when the option
would not be exercisable had the holder thereof remained a director of
the Corporation.
In the event of the death of a holder of an option granted pursuant to
this Section 14, either prior to or following the amendment and
restatement of this Section 14, if such holder was entitled to
exercise an option at the time of his death, then at any time or times
within three years after his death such option may be exercised, as to
all or any of the shares which he was entitled to purchase immediately
prior to his death, by his executor or administrator or the person or
persons to whom the option is transferred by will or the applicable
laws of descent and distribution or pursuant to a Qualified Domestic
Relations Order and, except as so exercised, such option will expire
at the end of such period. In no event, however, may an option
be exercised after the expiration of the option period.
The formula set forth in this Section 14 shall not be amended more
frequently than once every six months, if at all, other than to
comport with changes in the Code or ERISA.
15. Amendment of the Plan
The Board may amend and make such changes in and additions to the Plan
as it may deem proper and in the best interest of the Corporation;
provided, however, that no such action shall adversely affect or
impair any options theretofore granted under the Plan without the
consent of the Optionee; and provided, further, that no amendment (i)
increasing the maximum number of shares which may be issued under the
Plan, except as provided in Section 7, (ii) extending the term of the
Plan or any option, (iii) changing the minimum exercise price of
options to be granted under the Plan, (iv) changing the requirement as
to eligibility for participation in the Plan, or (v) that is
"material" pursuant to the applicable rules of the Securities and
Exchange Commission, shall be adopted without the approval of the
shareholders of the Corporation.
16. Section 16 Compliance
With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934, as amended ("1934 Act"), transactions under this
Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent any
provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee in its sole discretion.
<PAGE>
EXHIBIT 23
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ACCOUNTANTS' CONSENT
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The Board of Directors
Washington Trust Bancorp, Inc.:
We consent to incorporation by reference in Post Effective Amendment
No. 1 to the Registration Statement No. 33-23048 on Form S-8/S-3 and
related Prospectuses of Washington Trust Bancorp, Inc. of our
report dated January 17, 1994, except for note 16, as to which the
date is February 28, 1994 relating to the consolidated balance sheets
of Washington Trust Bancorp, Inc. and subsidiary as of December 31,
1993 and 1992 and the related consolidated statements of income,
changes in shareholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1993, which report has
been incorporated by reference in the 1993 annual report of Washington
Trust Bancorp, Inc. on Form 10-K and to the reference to our firm
under the heading "experts" in the Registration Statement. Such
report refers to a change in accounting for income taxes.
KPMG Peat Marwick
Providence, Rhode Island
August 2, 1994
