Exhibit 10.2
WAIVER
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WHEREAS, the stockholders of PierBank, Inc. ("PierBank") listed on Exhibit
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A hereto (the "Stockholders") are parties to that certain Voting Agreement,
-
dated as of February 22, 1999 (the "Voting Agreement"), by and among Washington
Trust Bancorp, Inc., a Rhode Island corporation ("Parent"), The Washington Trust
Company of Westerly, a Rhode Island chartered trust company and wholly-owned
subsidiary of Parent ("WTC"), and said Stockholders;
WHEREAS, Parent, WTC and PierBank are parties to that certain Agreement and
Plan of Merger, dated as of February 22, 1999 (the"Merger Agreement"), pursuant
to which PierBank shall, at the Effective Time (as defined in the Merger
Agreement), merge with and into WTC (the "Merger"); and
WHEREAS, in connection with the Merger the undersigned desire to waive
compliance by the Stockholders with an agreement contained in the Voting
Agreement relating to the manner in which the Stockholders shall vote their
shares of PierBank common stock, par value $1.00 per share, as more specifically
set forth below.
NOW, THEREFORE, the undersigned hereby (i) waive compliance by the
Stockholders with the restrictions set forth in Section 1.1 of the Voting
Agreement and (ii) waive compliance by the Stockholders of the requirement,
contained in Section 2, clause (ii)(x) of the Voting Agreement, that said
Stockholders vote against approval of any Takeover Proposal (as defined in the
Merger Agreement).
Dated as of February 23, 1999
WASHINGTON TRUST BANCORP, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President,
Treasurer & Chief Financial
Officer
THE WASHINGTON TRUST COMPANY OF WESTERLY
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President,
Treasurer & Chief Financial
Officer
Exhibit A
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PierBank Stockholders party to the Voting Agreement
Xxxxx X. Xxxxxx
Xxxxxx X. XxXxxxxxx Living Trust
M. Xxxxxx X'Xxxxx
Xxxxxx X. XxXxxxx
Xxxxxxx X. XxXxxxx
Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx X. XxXxxxxx
Xxxxxx XxXxxxxx
Xxxx X. Xxxxx
Xxxx X. Xxxxxxxx
X. Xxxxxxxx Xxxxxx
Xxxxxxx A. Sweet
Xxxxxx X. Xxxxx
Xxxxxx XxXxxxx
Xxxxxxx XxXxxxx
2
