0000737468-14-000023 Sample Contracts

PERFORMANCE SHARE UNIT AWARD AGREEMENT
Washington Trust • May 8th, 2014 • Washington Trust Bancorp Inc • State commercial banks

Pursuant to the Washington Trust Bancorp, Inc. 2013 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Washington Trust Bancorp, Inc. (the “Corporation”) hereby grants a Performance Share Unit Award (an “Award”) to the Grantee named above. No shares of Stock shall be issued unless the provisions of Paragraph 2, 3, 4 or 5 are satisfied.

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RESTRICTED STOCK AGREEMENT FOR EMPLOYEES
Washington Trust • May 8th, 2014 • Washington Trust Bancorp Inc • State commercial banks • Washington

Pursuant to the Washington Trust Bancorp, Inc. 2013 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Washington Trust Bancorp, Inc. (the “Corporation”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of common stock, par value U.S. $0.0625 per share (the “Stock”) of the Corporation specified above, subject to the restrictions and conditions set forth herein and in the Plan. Any consideration due to the Corporation with respect to the par value of the Stock will be satisfied in the form of cash or by past or future services rendered to the Corporation by the Grantee or such other form of consideration as is acceptable to the Administrator.

RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Washington Trust • May 8th, 2014 • Washington Trust Bancorp Inc • State commercial banks • Washington

Pursuant to the Washington Trust Bancorp, Inc. 2013 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Washington Trust Bancorp, Inc. (the “Corporation”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of common stock, par value U.S. $0.0625 per share (the “Stock”) of the Corporation specified above, subject to the restrictions and conditions set forth herein and in the Plan. Any consideration due to the Corporation with respect to the par value of the Stock will be satisfied in the form of cash or by past or future services rendered to the Corporation by the Grantee or such other form of consideration as is acceptable to the Administrator.

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