SECOND AMENDMENT TO WASHINGTON TRUST BANCORP, INC. 2003 STOCK INCENTIVE PLAN

ARTICLE I -    DEFINITIONS

1.1    Account . The bookkeeping account established for each Participant as provided in Section 6.1 hereof. Unless the context otherwise requires, the term includes the following

1.2    Administrator . The Compensation and Human Resources Committee of the Board of Directors, or any successor to such committee.

1.3    Benchmark Investment Fund . The investment fund or funds selected by the Administrator from time to time.

1.4    Benchmark Return . The amount of any increase or decrease in the balance of a Participant’s Account reflecting the gain or loss, net of any expenses, on the assets deemed invested in each Benchmark Investment Fund by the Participant from time to time. Benchmark Returns shall be credited daily to Participants’ Accounts.

1.5    Change of Control . 

(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 Washington Trust Bancorp, Inc. (the “Bancorp”) (the “Outstanding Corporation Common Stock”); provided, however, that any acquisition by the Bancorp or its subsidiaries, or any employee benefit plan (or related trust) of the Bancorp or its subsidiaries of 20% or more of Outstanding Corporation Common Stock shall not constitute a Change of Control; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of

(b)    Individuals who constitute the Board of Directors of the Bancorp (the “Board”) as of January 1, 1999 (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to January 1, 1999, whose election, or nomination for election by the Bancorp’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 Bancorp 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

(d)    Consummation by The Washington Trust Company (the “Company”) of (i) a reorganization, merger or consolidation, in each case, with respect to which, following such reorganization, merger or consolidation, the Bancorp 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 Company, excluding a sale or other disposition of assets to the Bancorp or a subsidiary of the Bancorp.

1.6    Code . The Internal Revenue Code of 1986, as amended and in effect from time to time.

1.7    Company . The Washington Trust Company, and any successor which adopts this Plan.

1.8    Company Contribution . A discretionary contribution that is credited to a Participant’s Account in accordance with the terms of Section 4.2 hereof.

1.9    Compensation . The Participant’s salary, bonus or Directors fees and retainers from his Participating Employer as reported on Form W-2 (or other appropriate form) for federal income tax purposes, plus any portion of such amounts which are deferred in accordance with Sections 125, 401(k) or 402(h) of the Code.

1.10    Compensation Deferrals . The portion of Compensation that a Participant elects to defer in accordance with Section 4.1 hereof.

1.11    Director . Any director of a Participating Employer.

1.12    Education Account . A subaccount of a Participant’s Account, with distribution to be made to the Participant who is or will be incurring expenses associated with college, postgraduate or professional education, with the timing of distribution from such account based upon the age of a specifically designated person who is under age 15 when the account is established and is either the Participant’s child, grandchild, niece or nephew (hereinafter referred to as the “student”). A separate Education Account shall be established for each student.

1.13    Effective Date . The original effective date of the Plan was February 11, 1988, and was amended and restated effective January 1, 1999. The effective date of this amendment and restatement of the Plan is as of January 1, 2005.

1.14    Eligible Employee . An Employee of a Participating Employer who is employed in the job category of Chairman, President, Executive Vice President, Senior Vice President, or Managing Director.

1.15    Employee . Any person employed as a common law employee of a Participating Employer. An individual shall not be considered to be a common law employee unless he is paid

1.16    ERISA . Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

1.17    Fixed Date Account . A subaccount under a Participant’s Account, with distributions to be made as of January 1 of a year selected by the Participant on his Participation Election Form, which year is not less than three years from establishment of the account. A separate Fixed Date Account shall be set up for each separate distribution date selected by the Participant.

1.18    Participant . An Eligible Employee or Director who has submitted a Participation Election Form agreeing to participate in the Plan and whose Account has not been fully paid out.

1.19    Participation Election Form . The separate written agreement, submitted to the Administrator, by which an Eligible Employee or Director agrees to participate in the Plan and indicates all necessary information to establish the Account for such Eligible Employee or Director as a Participant under the Plan, including, but not limited to, the amount of Compensation Deferral, and the designation of subaccounts including Education Accounts, Retirement Accounts, or Fixed Date Accounts.

1.20    Participating Employer . The Washington Trust Company, Washington Trust Bancorp, Inc., and each affiliate of either of them that elects to participate in the Plan.

1.21    Plan . The Washington Trust Company Nonqualified Deferred Compensation Plan, as set forth herein, together with any and all amendments thereto.

1.22    Plan Year . The calendar year.

1.23    Retirement or Retires . For deferrals made under Section 4.1 while an Employee, the date the Participant retires under the normal or early retirement provisions of his Participating Employer’s qualified defined benefit pension plan. For deferrals made under Section 4.1 while a Director, the date of termination of his directorship after attaining age 55.

1.24    Retirement Account . A subaccount under a Participant’s Account, from which distributions are to be made following the Participant’s Retirement.

1.25    Rollover Contributions . Rollover Contributions will equal account balances in the Washington Trust Bancorp, Inc. and The Washington Trust Company Plan for Deferral of Directors’ Fees, as amended, as of January 1, 1999, which were credited to this Plan as beginning balances on January 1, 1999.

1.26    Spouse . An opposite-sex person to whom the Participant is lawfully married.

1.27    Total and Permanent Disability . A Participant is considered to have incurred a Total and Permanent Disability if he (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death, or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under the Participating Employer’s long-term disability plan.

1.28    Trust . The agreement between the Company and the Trustee under which the assets of the Plan are held, administered and managed.

1.29    Trustee . The Trustee is Mercer Trust Company, and any and all successor trustees to the Trust.

1.30    Unforeseeable Emergency . Defined in Section 7.2(b) hereof, and subject to interpretation in accordance with regulations governing such definition promulgated under Section 409A of the Code.

ARTICLE II -    PURPOSE

2.1    Purpose . The purpose of this Plan is to provide Eligible Employees and Directors supplemental retirement and tax benefits through the deferral of Compensation. The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and shall be interpreted and administered to the extent possible in a manner consistent with that intent.

ARTICLE III -    PARTICIPATION

3.1    Commencement of Participation . Each Eligible Employee or Director shall become a Participant at the earlier of the date on which his Participation Election Form first becomes effective or the date on which a Company Contribution or Supplemental Matching Contribution (as defined in Section 12.3) is first credited to his Account.

3.2    Continuation of Participation . Each Eligible Employee or Director shall remain a Participant hereunder until all amounts credited to his Account are distributed in full. Compensation Deferrals are not permitted in any Plan Year beginning after the date on which an Eligible Employee or Director no longer satisfies the criteria for eligibility.

ARTICLE IV -    CONTRIBUTIONS

4.1    Compensation Deferrals .

(a)    The Participating Employer shall credit Compensation Deferrals to the Account of a Participant in an amount equal to the amount designated in the Participant’s

(b)    For each Plan Year, an Eligible Employee or Director who wishes to make Compensation Deferrals during such Plan Year shall deliver a Participation Election Form to the Administrator no later than December 31 preceding the commencement of such Plan Year. The Participant Election Form shall apply to Compensation Deferrals of Compensation payable for services performed during the Plan Year to which it applies. An Eligible Employee or Director may change his Participation Election Form for any Plan Year any time prior to the December 31 preceding such Plan Year by delivering a subsequent Participation Election Form to the Administrator. A Participant’s Participation Election Form shall become irrevocable on December 31; provided, however, that deferrals may cease in the event the Participant receives a payment under Section 7.2(b) of the Plan.

(c)    On a Participation Election Form, the Participant shall designate the amount or percentage of Compensation to be deferred (or the percentage of Compensation in excess of a stated dollar amount to be deferred), the beneficiary or beneficiaries of the Participant, and the portion of such amount to be allocated to the Participant’s Education Account (including the name of the student under such subaccount), Fixed Date Account and/or Retirement Account. In addition, for the first Plan Year commencing on or after January 1, 2005 in which the Participant has any Compensation Deferral allocated to a Retirement Account, the Participant shall designate on his Participation Election Form whether all amounts allocated to such account on or after January 1, 2005 are payable in the form of installments or in a lump sum (as permitted under Section 7.1(b)). Such designation may be changed only to the extent provided in subsection (d), below.

(d)    A Participant may amend his Participation Election Form from time to time, in accordance with this subsection (d). Any such amendment shall be made in accordance with procedures established by the Administrator from time to time.