-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BqGaKtEsldZoQCyt3gthwluVZ7N6QVx5lTG5u55Io4lbNcTD7bcc/AWSTcnHc8aj TUpQL5lGF2PPbMV4HOt/Yg== 0000737468-01-500016.txt : 20020411 0000737468-01-500016.hdr.sgml : 20020411 ACCESSION NUMBER: 0000737468-01-500016 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON TRUST BANCORP INC CENTRAL INDEX KEY: 0000737468 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 050404671 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37027 FILM NUMBER: 1795523 BUSINESS ADDRESS: STREET 1: 23 BROAD ST CITY: WESTERLY STATE: RI ZIP: 02891 BUSINESS PHONE: 4013481200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON TRUST BANCORP INC CENTRAL INDEX KEY: 0000737468 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 050404671 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 23 BROAD ST CITY: WESTERLY STATE: RI ZIP: 02891 BUSINESS PHONE: 4013481200 SC 13D 1 s13d1112.txt SCHEDULE 13D 11/12/2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ___)* First Financial Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 320221104 ------------------------------------------------------------ (CUSIP number) Washington Trust Bancorp, Inc. Attn: John Warren 23 Broad Street Westerly, Rhode Island 02891 (401) 348-1200 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) November 12, 2001 ------------------------------------------------------------ (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 6 Pages) ________________________________ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. - ---------------------------- ------------------------- CUSIP NO. 320221104 13D Page 2 of 6 Pages - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Washington Trust Bancorp, Inc. 05-0404671 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island - -------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED BY EACH See response to Item 5 REPORTING PERSON WITH --------------------------------------------------- 8. SHARED VOTING POWER See response to Item 5 --------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.51% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------------- ------------------------- CUSIP NO. 320221104 13D Page 3 of 6 Pages - ---------------------------- ------------------------- Item 1. Security and Issuer. The class of equity security to which this statement on Schedule 13D relates is the common stock, par value $1.00 per share (the "Common Stock" or the "Shares"), of First Financial Corp., a corporation organized under the laws of the state of Rhode Island (the "Company"). The Company's principal offices are located at 180 Washington Street, Providence, Rhode Island 02903. This filing of the Schedule 13D is not, and should not be deemed to be, an admission that the Schedule 13D or that any Amendment thereto is required to be filed. ITEM 2. Identity and Background. (a), (b) and (c) This Report is filed by Washington Trust Bancorp, Inc., a registered bank holding company, organized under the laws of the state of Rhode Island with its principal place of business and executive office at 23 Broad Street, Westerly, Rhode Island 02891 ("Washington Trust"). Washington Trust principally acts as holding company for its subsidiary, The Washington Trust Company, which engages in banking and other financial services and businesses. Attached hereto as Schedule I is a list of the directors and executive officers of Washington Trust which contains the following information with respect to each such person: (a) name (b) business address, and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. (d) and (e) During the past five years or since its inception, neither Washington Trust nor, to the knowledge of Washington Trust, any executive officer or director of Washington Trust, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which resulted in Washington Trust or any executive officer or director of Washington Trust being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the knowledge of Washington Trust, each person identified in Schedule I hereto is a United States citizen. ITEM 3. Source and Amount of Funds or Other Consideration. As described in Item 5 below, Washington Trust has been given a proxy with respect to, but has not purchased, shares of Common Stock of the Company. Washington Trust has not expended any funds in connection therewith. - ---------------------------- ------------------------- CUSIP NO. 320221104 13D Page 4 of 6 Pages - ---------------------------- ------------------------- ITEM 4. Purpose of Transactions. On November 12, 2001, the Company and Washington Trust entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company will merge with and into Washington Trust, and each share of the Common Stock of the Company will be converted into shares of Washington Trust's Common Stock and Cash Consideration (each, as defined in the Merger Agreement) (the "Transaction"). In connection with the Agreement, Washington Trust entered into Voting Agreements with the directors of the Company who are also shareholders of the Company (collectively, the "Shareholders") pursuant to which the Shareholders (i) agreed to restrict their ability to transfer or dispose of their Shares, (ii) agreed to vote their Shares in such manner as will facilitate the transactions set forth in the Merger Agreement and (iii) granted to Washington Trust an irrevocable proxy to vote the Shares with respect to matters necessary to approve and consummate the Transaction. Washington Trust required the Shareholders to enter into the Voting Agreements as an indication of their support for the Transaction and their willingness to vote their Shares in favor of the Transaction at the meeting of the Company's shareholders at which approval of the Transaction will be considered. Except as set forth above or in Item 5, Washington Trust does not have any plans or proposals concerning the Company with respect to the matters set forth in subparagraphs (a) through (j) of Item 4 of this Schedule. ITEM 5. Interest in Securities of the Issuer. (a) and (b) Pursuant to the Voting Agreements, the Shareholders agreed to vote the Shares held by such Shareholders and appointed Washington Trust their proxy to vote such Shares with respect to certain matters relating to the Transaction. As of November 12, 2001, the Shareholders owned an aggregate of 176,068 Shares, representing approximately 14.51% of the 1,213,741 Shares outstanding as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, and the proxy given to Washington Trust applied to all of such Shareholders' Shares. As discussed in Item 4, Washington Trust required the Shareholders to enter into the Voting Agreements as an indication of their support for the Transaction and their willingness to vote their Shares in favor of the Transaction. More specifically, the Shareholders agreed to vote their Shares (and the proxy described above gives Washington Trust the right to vote the Shares to which it applies) (i) in favor of approval of approval of the Merger Agreement and the Transaction and any matter necessary for consummation of the Transaction and (ii) against (x) approval of any Competing Transaction (as defined in the Merger Agreement), (y) any proposal for any action or agreement that is reasonably likely to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled and (z) any action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect consummation of the transactions contemplated by the Merger Agreement. - ---------------------------- ------------------------- CUSIP NO. 320221104 13D Page 5 of 6 Pages - ---------------------------- ------------------------- (c) None. (d) To our knowledge, the Shareholders each have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, the Shares owned by them. To our knowledge, other than Patrick J. Shanahan, Jr., who owns 6.6% and Peter L. Mathieu, Jr., M.D., who owns 5.1%, no Shareholder owns more than 5% of a class of Shares. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth under Items 4 and 5 above and the Exhibits attached hereto are incorporated herein by reference. ITEM 7. Materials to be Filed as Exhibits. The following documents are filed as exhibits to this Schedule 13D: Exhibit 1. Form of Voting Agreement. Exhibit 2. Agreement and Plan of Merger dated November 12, 2001, incorporated by reference to Washington Trust's Current Report on Form 8-K, filed November 14, 2001. - ---------------------------- ------------------------- CUSIP NO. 320221104 13D Page 6 of 6 Pages - ---------------------------- ------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. EXECUTED as a sealed instrument this 19th day of November, 2001. Washington Trust Bancorp, Inc. By: David V. Devault --------------------------------------------- Name: David V. Devault Title: Executive Vice President, Treasurer and Chief Financial Officer Schedule I WASHINGTON TRUST BANCORP, INC. DIRECTORS ALCINO G. ALMEIDIA Retired Executive Vice President and General Manager, The Day Publishing Company 23 Broad Street, Westerly, Rhode Island 02891 GARY P. BENNETT Retired Chairman and Chief Executive Officer, Analysis and Technology, Inc. 23 Broad Street, Westerly, Rhode Island 02891 STEVEN J. CRANDALL Vice President, Ashaway Line & Twine Manufacturing Co. (Manufacturer of tennis string, fishing line and surgical sutures) 24 Laurel Street, Ashaway, Rhode Island 02804 RICHARD A. GRILLS Consultant, Bradford Dyeing Association, Inc. (Textiles) 460 Bradford Road, Bradford, Rhode Island 02808 LARRY J. HIRSCH Retired President, Westerly Jewelry Co. (Retailer) 23 Broad Street, Westerly, Rhode Island 02891 KATHERINE W. HOXSIE, CPA Vice President, Hoxsie Buick-Pontiac-GMC Truck, Inc. 100 Granite Street, Westerly, Rhode Island 02891 MARY E. KENNARD, ESQ. Vice President and University Counsel, The American University 3201 New Mexico Avenue, N.W., Suite 270, Washington, DC 20016-8165 JOSEPH J. KIRBY Retired Chairman and Chief Executive Officer, Washington Trust Bancorp. Inc. 23 Broad Street, Westerly, Rhode Island 02891 EDWARD M. MAZZE, PH.D. Dean, College of Business Administration, The University of Rhode Island 7 Lippitt Road, 301 Balentine Hall, Kingston, Rhode Island 02881-0802 VICTOR J. ORSINGER, II Partner, Orsinger & Nardone, Attorneys at Law 53 High Street, Westerly, Rhode Island 02891 H. DOUGLAS RANDALL, III President, HD Randall Realtors 4009 Post Road, Charlestown, Rhode Island, 02813 JOYCE O. RESNIKOFF Chief Executive Officer, Olde Mistick Village P.O. Box 176, Mystic, Connecticut 06355 JAMES P. SULLIVAN, CPA Retired Finance Officer, Roman Catholic Diocese of Providence 23 Broad Street, Westerly, Rhode Island 02891 NEIL H. THORP President, Thorp & Trainer, Inc. (Insurance) 107 Airport Road, Westerly, Rhode Island 02891 JOHN F. TREANOR President and Chief Operating Officer, Washington Trust Bancorp, Inc. 23 Broad Street, Westerly, Rhode Island 02891 JOHN C. WARREN Chairman and Chief Executive Officer, Washington Trust Bancorp, Inc. 23 Broad Street, Westerly, Rhode Island 02891 WASHINGTON TRUST BANCORP, INC. OFFICERS DAVID V. DEVAULT Executive Vice President, Treasurer and Chief Financial Officer, Washington Trust Bancorp, Inc. 23 Broad Street, Westerly, Rhode Island 02891 HARVEY C. PERRY II Senior Vice President and Secretary, Washington Trust Bancorp, Inc. 23 Broad Street, Westerly, Rhode Island 02891 EX-1 3 ex113d11.txt SCHEDULE 13D EXHIBIT 1 - VOTING AGREEMENT Exhibit 1 VOTING AGREEMENT This Voting Agreement (the "Agreement") is made and entered into as of November 12, 2001, by and among Washington Trust Bancorp., Inc., a Rhode Island corporation (the "Buyer") and the undersigned stockholder (the "Stockholder") of First Financial Corp., a Rhode Island corporation (the "Seller"). RECITALS A. Concurrently with the execution of this Agreement, Buyer and Seller have entered into an Agreement and Plan of Merger (the "Merger Agreement"), which provides for the merger (the "Merger") of Seller with and into Buyer. Pursuant to the Merger Agreement, shares of Seller Common Stock (as defined in the Merger Agreement) will be converted into shares of Buyer Common Stock and Cash Consideration (each, as defined in the Merger Agreement) on the basis described in the Merger Agreement. B. The Stockholder is the record holder and has either sole or shared voting power of such number of shares of the outstanding Seller Common Stock, as is indicated on the final page of this Agreement (the "Shares"). C. Buyer desires the Stockholder to agree, and the Stockholder is willing to agree, not to transfer or otherwise dispose of any of the Shares or New Shares (as defined in Section 1.2 below, except as otherwise permitted hereby), and to vote the Shares and New Shares in a manner so as to facilitate consummation of the Merger, as provided herein. NOW, THEREFORE, intending to be legally bound, the parties agree as follows: 1. Agreement to Retain Shares. 1.1 Transfer and Encumbrance. Other than as provided herein, until the Expiration Date (as defined below), Stockholder shall not hereafter (a) sell, tender, transfer, pledge, encumber, assign or otherwise dispose of any of the Shares or New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, transfer, pledge, encumbrance, assignment or other disposition of any Shares or New Shares, or (d) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder's obligations under this Agreement; provided, however, that Stockholder shall be permitted to transfer Shares or any New Shares (i) by will or by operation of law to the estate of the Stockholder upon the death of such Stockholder, in which case this Agreement shall be deemed to legally bind the transferee without any further action on the part of the Buyer, (ii) pursuant to a pledge agreement, subject to the pledgee agreeing in writing to be bound by the terms of this Agreement, and (iii) for bona fide estate planning purposes, subject to the transferee agreeing in writing to be bound by the terms of this Agreement. As used herein, the term "Expiration Date" shall mean the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) such date and time as the Merger Agreement shall be terminated pursuant to Article VIII thereof. 1.2 Additional Purchases. Stockholder agrees that any shares of capital stock of Seller that Stockholder purchases or with respect to which Stockholder otherwise acquires sole or shared voting power after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares. 2. Agreement to Vote Shares. Hereafter until the Expiration Date, at every meeting of the stockholders of Seller called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Seller with respect to any of the following matters, Stockholder shall vote the Shares and any New Shares: (i) in favor of approval of the Merger Agreement and the Merger and any matter necessary for consummation of the Merger; and (ii) against (x) approval of any Competing Transaction (as defined in the Merger Agreement) and (y) any proposal for any action or agreement that is reasonably likely to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller under the Merger Agreement or which is reasonably likely to result in any of the conditions of Seller's obligations under the Merger Agreement not being fulfilled, and (z) any action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect consummation of the transactions contemplated by the Merger Agreement. 3. Irrevocable Proxy. By execution of this Agreement, Stockholder does hereby appoint and constitute Buyer and the Chief Executive Officer and President of Buyer, in their respective capacities as officers of Buyer and any individual who shall hereafter succeed to any such office of Buyer and any other designee of Buyer, and each of them individually until the Expiration Date, with full power of substitution and resubstitution, as Stockholder's true and lawful attorneys-in-fact and irrevocable proxies, to the full extent of the undersigned's rights with respect to the Shares and any New Shares, to vote each of such Shares and New Shares solely with respect to the matters set forth in Section 2 hereof. Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Date and hereby revokes any proxy previously granted by Stockholder with respect to the Shares or New Shares. 4. Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Buyer as follows: 4.1 Due Authority. Stockholder has full power, corporate or otherwise, and authority to execute and deliver this Agreement and to perform his, her or its obligations hereunder. This Agreement has been duly executed and delivered by or on behalf of Stockholder and constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms. 4.2 No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder do not, and the performance by Stockholder of the obligations under this Agreement and the compliance by Stockholder with any provisions hereof do not and will not, to the knowledge of the Stockholder, conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder or the Shares or New Shares. (b) The execution and delivery of this Agreement by Stockholder do not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by Stockholder of his, her or its obligations under this Agreement in any material respect. 4.3 Ownership of Shares. Stockholder (i) has either sole or shared voting power over all of the Shares, which at the date hereof are, and along with all New Shares at all times up until the Expiration Date will be, free and clear of any liens, claims, options, charges, proxies or voting restrictions or other encumbrances, other than any liens, claims, options, charges, proxies or voting restrictions imposed by this Agreement, and (ii) does not have either sole or shared voting power over any shares of capital stock of Seller other than the Shares. 4.4 No Solicitations. Hereafter until the Expiration Date, Stockholder shall not, nor, to the extent applicable to Stockholder, shall it permit any of its affiliates to, nor shall it authorize any partner, officer, director, employee, advisor or representative of, Stockholder or any of its affiliates to, (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to a Competing Transaction, (ii) initiate a stockholders' vote or action by consent of Seller's stockholders with respect to a Competing Transaction, or (iii) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Seller that takes any action in support of a Competing Transaction. 5. No Limitation on Discretion as Director. Notwithstanding anything herein to the contrary, the covenants and agreements set forth herein shall not prevent Stockholder or his, her or its representatives or designees who are serving on the Board of Directors of Seller from exercising his or their duties and obligations as a Director of Seller or otherwise taking any action, subject to the applicable provisions of the Merger Agreement, while acting in such capacity as a director of Seller. 6. Additional Documents. Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary, in the reasonable opinion of Buyer, to carry out the intent of this Agreement. 7. Termination. This Agreement shall terminate and shall have no further force or effect as of the Expiration Date. 8. Miscellaneous. 8.1 Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 8.2 Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 8.3 Amendments and Modifications. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 8.4 Specific Performance; Injunctive Relief. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any state or federal court in the State of Rhode Island, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. 8.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or facsimile (with confirmation of receipt), or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective parties as follows: If to Buyer: Washington Trust Bancorp, Inc. 23 Broad Street Westerly, RI 02891 Attention: John F. Treanor, President and John C. Warren, Chief Executive Officer with a copy to: Goodwin Procter LLP Exchange Place Boston, MA 02109 Attention: Paul W. Lee, P.C. John T. Haggerty, Esq. If to the Stockholder: To the address for notice set forth on the last page hereof with a copy to: Bingham Dana LLP 150 Federal Street Boston, MA 02110-1726 Attention: Neil J. Curtin, Esq. Stephen H. Faberman, Esq. or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective upon receipt. 8.6 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Rhode Island without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Rhode Island and of the United States of America located in such state (the "Rhode Island Courts") for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Rhode Island Courts and agree not to plead or claim in any Rhode Island Court that such litigation brought therein has been brought in any inconvenient forum. 8.7 Entire Agreement. This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter. 8.8 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. 8.9 Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of interpretation of this Agreement. 8.10 No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (i) the Merger Agreement is executed by all parties thereto, and (ii) this Agreement is executed by all parties hereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date and year first above written. WASHINGTON TRUST BANCORP, INC. By:_______________________________________ Name: Title: STOCKHOLDER: By:_______________________________________ Name: Stockholder's Address for Notice: __________________________________________ __________________________________________ __________________________________________ Shares: ___________ shares of Common Stock of Seller with sole voting power ___________ shares of Common Stock of Seller with shared voting power -----END PRIVACY-ENHANCED MESSAGE-----