(e) At the Annual Meeting of Shareholders of Washington Trust Bancorp, Inc. (the "Corporation") held on April 28, 2009 (the "Annual Meeting"), the Corporation's shareholders approved the Amended and Restated 2003 Stock Incentive Plan (the "Plan"), the terms of which were described in the proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 11, 2009 and mailed to the Corporation's shareholders on or about March 13, 2009.

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

      (c)  Exhibits.

           Exhibit No.                 Exhibit

           10.1                        2003 Stock Incentive Plan as
                                       Amended and Restated*

*Filed herewith