8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 5, 2014

WASHINGTON TRUST BANCORP, INC.

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(Exact Name of Registrant as Specified in Charter)

Rhode Island	001-32991	05-0404671
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(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

23 Broad Street, Westerly, Rhode Island 02891

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(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (401) 348-1200

Former name or address, if changed from last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 5, 2014, Washington Trust Bancorp, Inc. (“Corporation”) and The Washington Trust Company (the “Bank”) entered into a First Amendment to Change In Control Agreement (“Amendment”) with certain executive officers of the Corporation and the Bank, including named executive officers Joseph J. MarcAurele, Edward O. Handy III, Mark K. Gim, and James M. Hagerty.

Prior to the execution of the Amendment, all payments and benefits that would otherwise have been provided to the executive in connection with a change in control ("Aggregate Payments") would be reduced to the minimum extent necessary so that no portion would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended.  The Amendment provides a "best net after-tax" payment approach that would reduce Aggregate Payments only if such reduction would result in the executive receiving greater amounts of payments and benefits on a net after-tax basis.  The Amendment further provides that the determination of whether a reduction shall apply will be made by a nationally recognized accounting firm.

A copy of the Amendment is filed as Exhibit 10.1 hereto and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit No.	Exhibit
	10.1	Form of First Amendment to Change in Control Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WASHINGTON TRUST BANCORP, INC.
Date: August 8, 2014	By:	/s/ David V. Devault
		David V. Devault
		Vice Chairman, Secretary and Chief Financial Officer

EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO

CHANGE IN CONTROL AGREEMENT

A. The Change in Control Agreement (the “Agreement”) entered into _______________, ____ by and among Washington Trust Bancorp, Inc., a Rhode Island corporation with its principal place of business in Westerly, Rhode Island (the “Corporation”), The Washington Trust Company, a Rhode Island banking corporation with its principal place of business in Westerly, Rhode Island (the “Bank”) and _____________________ (the “Executive”), an individual presently employed as an executive of the Bank, is hereby amended as follows:

1.Section 5 of the Agreement is hereby amended in its entirety and the following is substituted in lieu thereof:

“5.Additional Limitation.

(a)Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Corporation and/or the Bank to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the ‘Code’) and the applicable regulations thereunder (the ‘Aggregate Payments’), would be subject to the excise tax imposed by Section 4999 of the Code (the ‘Excise Tax’), the Aggregate Payments shall be reduced to the minimum extent necessary so that no portion of the Aggregate Payments is subject to the Excise Tax but only if (A) the net amount of the Aggregate Payments, as so reduced (and after subtracting the net amount of federal, state, local and employment taxes on such reduced Aggregate Payments) is greater than or equal to (B) the Aggregate Payments without such reduction (and after subtracting the net amount of federal, state, local and employment taxes on such Aggregate Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Aggregate Payments). Any reduction in the Aggregate Payments shall be made in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section

409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(b)The determination as to which of the alternative provisions of Section 5(a) above shall apply to the Executive shall be made by a nationally recognized accounting firm selected by the Corporation and/or the Bank (the ‘Accounting Firm’), which shall provide detailed supporting calculations to the Corporation and/or the Bank and to the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Corporation and/or the Bank or by the Executive. For purposes of determining which of the alternative provisions of Section 5(a) above shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Corporation and the Bank and the Executive.”

B. This First Amendment shall be effective as of _____________, 2014.

IN WITNESS WHEREOF, this First Amendment has been executed as a sealed instrument on behalf of the Corporation and the Bank by their duly authorized officers and by the Executive this ___________ day of _________________, 2014.

WASHINGTON TRUST BANCORP, INC.

By:

Name:

Title:

THE WASHINGTON TRUST COMPANY OF WESTERLY

By:

Name:

Title:

Executive