WASHINGTON TRUST BANCORP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 25, 2006

To the Shareholders of
Washington Trust Bancorp, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of WASHINGTON TRUST BANCORP, INC., a Rhode Island corporation (the “Corporation”), will be held at the Westerly Library, 44 Broad Street, Westerly, Rhode Island on Tuesday, the 25th of April, 2006 at 11:00 a.m. for the purpose of considering and acting upon the following:

1.

The election of 5 directors for three year terms, each to serve until their successors are duly elected and qualified;

2.

The ratification of the selection of independent auditors to audit the Corporation’s consolidated financial statements for the year ending December 31, 2006; and

3.

Such other business as may properly come before the meeting, or any adjournment thereof.

Only shareholders of record at the close of business on February 24, 2006 will be entitled to notice of and to vote at such meeting. The transfer books of the Corporation will not be closed.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING. THEREFORE, IF YOU DO NOT EXPECT TO BE PRESENT, PLEASE SIGN, DATE, AND FILL IN THE ENCLOSED PROXY AND RETURN IT BY MAIL IN THE ENCLOSED ADDRESSED ENVELOPE OR VOTE YOUR SHARES THROUGH THE INTERNET OR BY TELEPHONE AS DESCRIBED IN THE ENCLOSED PROXY CARD. IF YOU WISH TO VOTE YOUR SHARES IN PERSON AT THE ANNUAL MEETING, YOUR PROXY MAY BE REVOKED.

		By order of the Board of Directors,
		/s/ David V. Devault
		David V. Devault
		Secretary
March 17, 2006

WASHINGTON TRUST BANCORP, INC.

23 Broad Street, Westerly, RI 02891 Telephone 401-348-1200

PROXY STATEMENT

The accompanying proxy is solicited by and on behalf of the Board of Directors of Washington Trust Bancorp, Inc. (the “Corporation”) for use at the Annual Meeting of Shareholders to be held on April 25, 2006 (the “Annual Meeting”), and any adjournment thereof, and may be revoked at any time before it is exercised by submission of another proxy bearing a later date, by voting through the Internet or by telephone, by attending the Annual Meeting and voting in person, or by notifying the Corporation of the revocation in writing to the Secretary of the Corporation, 23 Broad Street, Westerly, Rhode Island 02891. If not revoked, the proxy will be voted at the Annual Meeting in accordance with the instructions indicated by the shareholder or, if no instructions are indicated, all shares represented by valid proxies received pursuant to this solicitation (and not revoked before they are voted) will be voted FOR Proposals No. 1 and 2 referred to herein.

As of February 24, 2006, the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting, there were issued and outstanding 13,407,650 shares of common stock, $.0625 par value (the “Common Stock”), of the Corporation. Each share of Common Stock is entitled to one vote per share on all matters to be voted upon at the Annual Meeting, with all holders of Common Stock voting as one class. A majority of the outstanding shares of Common Stock entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining if a quorum is present.

With regard to the election of directors, votes may be cast in favor or withheld. Votes that are withheld have the same effect as a vote against a nominee. Abstentions on the ratification of the selection of independent auditors will have the same effect as a vote against such matters. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Broker non-votes will not be counted for purposes of approving the matters to be acted upon at the Annual Meeting. As a result, broker non-votes will have no effect on the outcome of the election of directors and the ratification of the selection of independent auditors.

Management knows of no matters to be brought before the Annual Meeting other than those referred to in this Proxy Statement. If any other business should properly come before the meeting, the persons named in the proxy will vote in accordance with their best judgment.

The approximate date on which this Proxy Statement and accompanying proxy cards will first be mailed to shareholders is March 17, 2006.

ELECTION OF DIRECTORS (Proposal 1)

The Corporation’s Board of Directors is divided into three approximately equal classes, with each class serving staggered terms of three years, so that only one class is elected in any one year. Notwithstanding such three-year terms, pursuant to the Corporation’s by-laws, any director who reaches his or her 70^th birthday agrees to resign from the Board of Directors as of the next Annual Meeting of Shareholders following such director’s 70^th birthday. There are presently 16 directors.

This year, based on the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), a total of 5 nominees for election to the Board of Directors have been nominated to be elected at the Annual Meeting to serve until the 2009 Annual Meeting and until their respective successors are elected and qualified. If all 5 nominees are elected, the Board of Directors will consist of 16 directors. Directors are elected by the affirmative vote of holders of a majority of the shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote thereon (provided that a quorum is present).

Based on the recommendation of the Nominating Committee, the Board of Directors has nominated Steven J. Crandall, Victor J. Orsinger II, Patrick J. Shanahan, Jr., James P. Sullivan and Neil H. Thorp for election at the Annual Meeting. Each of the nominees for director is presently a director of the Corporation. Each of the nominees has consented to being named a nominee in this Proxy Statement and has agreed to serve as a director if elected at the Annual Meeting. In the event that any nominee is unable to serve, the persons named in the proxy have discretion to vote for other persons if the Board of Directors designates such other persons. The Board of Directors has no reason to believe that any of the nominees will be unavailable for election.

The Board of Directors recommends that shareholders vote “FOR” this proposal.

NOMINEE AND DIRECTOR INFORMATION
Biographies of directors, including business experience for past 5 years:

[Graphic Omitted]		Gary P. Bennett Age 64 Director since 1994 Consultant. Former Chairman and Chief Executive Officer, Analysis & Technology, until 1999 (interactive multimedia training, information systems, engineering services).		[Graphic Omitted]		Steven J. Crandall Age 53 Director since 1983 Vice President, Ashaway Line & Twine Manufacturing Co. (manufacturer of tennis string, fishing line and surgical sutures).
[Graphic Omitted]		Larry J. Hirsch, Esq. Age 67 Director since 1994 Attorney. Former President, Westerly Jewelry Co., Inc. (retailer) (retired 1999).		[Graphic Omitted]		Barry G. Hittner Age 59 Director since 2003 Attorney. Of Counsel, Cameron & Mittleman, LLP, 2003 to present. Of Counsel, Edwards & Angell, LLP, 1999-2003.
[Graphic Omitted]		Katherine W. Hoxsie Age 57 Director since 1991 Vice President, Hoxsie Buick-Pontiac- GMC Truck, Inc.		[Graphic Omitted]		Mary E. Kennard, Esq. Age 51 Director since 1994 Vice President and University Counsel, The American University .
[Graphic Omitted]		Edward M. Mazze, Ph.D. Age 65 Director since 2000 Dean, College of Business Administration and The Alfred J. Verrecchia-Hasbro Inc. Leadership Chair in Business, University of Rhode Island, since 1998.		[Graphic Omitted]		Kathleen McKeough Age 55 Director since 2003 Retired. Former Senior Vice President, Human Resources, GTECH Corporation, 2000 – 2004 (lottery industry and financial transaction processing).

Biographies of directors, including business experience for past 5 years, continued:

[Graphic Omitted]		Victor J. Orsinger II Age 59 Director since 1983 Partner, Orsinger & Nardone, Attorneys at Law.		[Graphic Omitted]		H. Douglas Randall, III Age 58 Director since 2000 President, HD Randall, Realtors (real estate).
[Graphic Omitted]		Joyce O. Resnikoff Age 69 Director since 2000 Chief Executive Officer, Olde Mistick Village, Mystic, Connecticut (property management).		[Graphic Omitted]		Patrick J. Shanahan, Jr. Age 61 Director since 2002 Retired. Former Chairman and Chief Executive Officer, First Financial Corp.
[Graphic Omitted]		James P. Sullivan, CPA Age 67 Director since 1983 Consultant. Former Finance Officer, Roman Catholic Diocese of Providence (retired 2001).		[Graphic Omitted]		Neil H. Thorp Age 66 Director since 1983 President, Thorp & Trainer, Inc. (insurance agency).
[Graphic Omitted]		John F. Treanor Age 58 Director since 2001 President and Chief Operating Officer of the Corporation and The Washington Trust Company, since 1999.		[Graphic Omitted]		John C. Warren Age 60 Director since 1996 Chairman and Chief Executive Officer of the Corporation and The Washington Trust Company , since 1999.

The following table presents all Washington Trust stock-based holdings, as of February 24, 2006, of the directors and certain executive officers of the Corporation and the Corporation’s subsidiary, The Washington Trust Company (the “Bank”). The table also presents the stock-based holdings of David W. Wallace, as of February 13, 2006, the person believed by the Corporation to be a beneficial owner of more than 5% of the Corporation’s outstanding Common Stock. Mr. Wallace’s stock ownership information is based on certain filings made under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other information provided by Mr. Wallace to the Corporation. All such information was provided by the shareholders listed below.

		Term				Common				Vested								Percentage
		Expiring In				Stock(1)				Options (2)				Total				Of Class
Nominees and Directors:
Steven J. Crandall			2009	(3)			3,123				11,064				14,187				0.10	%
Victor J. Orsinger II			2009	(3)			16,391				5,276				21,667				0.15	%
Patrick J. Shanahan, Jr.			2009	(3)			62,166				2,000				64,166				0.46	%
James P. Sullivan, CPA			2009	(3)			7,949				10,866				18,815				0.13	%
Neil H. Thorp			2009	(3)			35,800				11,064				46,864				0.33	%
Gary P. Bennett			2008				6,082				10,642				16,724				0.12	%
Larry J. Hirsch, Esq.			2008				11,229				7,376				18,605				0.13	%
Mary E. Kennard, Esq.			2008				2,832				9,376				12,208				0.09	%
H. Douglas Randall, III			2008				12,172				6,000				18,172				0.13	%
John F. Treanor			2008				5,453				82,380				87,833				0.63	%
Barry G. Hittner			2007				4,000				0				4,000				0.03	%
Katherine W. Hoxsie			2007				141,773				11,064				152,837				1.09	%
Edward M. Mazze, Ph.D.			2007				1,200				1,500				2,700				0.02	%
Kathleen McKeough			2007				1,020				0				1,020				0.01	%
Joyce O. Resnikoff			2007				4,518				2,000				6,518				0.05	%
John C. Warren			2007				44,276				116,791				161,067				1.15	%
Certain Executive Officers:
Galan G. Daukas							0				32,315				32,315				0.23	%
David V. Devault							24,911				67,323				92,234				0.66	%
James M. Vesey							235				31,311				31,546				0.22	%
All Directors and Executive Officers as a group (26 persons)							420,867				622,942				1,043,809				7.44	%
Beneficial Owner:
David W. Wallace (4) 680 Steamboat Road, Greenwich,CT 06830							2,000,020				0				2,000,020				14.25	%

The Corporation’s Board of Directors (the “Corporation’s Board”) held 9 meetings in 2005. In 2005, the Board of Directors of the Bank (the “Bank’s Board”), the members of which included all of the Corporation’s Board members, held 13 meetings. During 2005, each member of the Corporation’s Board attended at least 75% of the aggregate number of meetings of the Corporation’s Board, the Bank’s Board and the committees of the Corporation’s Board of which such person was a member, except for Joyce O. Resnikoff. While the Corporation does not have a formal policy related to Board member attendance at Annual Meetings of Shareholders, directors are encouraged to attend each such Annual Meeting to the extent reasonably practicable. Each of the directors attended the 2005 Annual Meeting of Shareholders except Barry G. Hittner and Joyce O. Resnikoff.

The Corporation’s Board has determined that each of Gary P. Bennett, Steven J. Crandall, Larry J. Hirsch, Barry G. Hittner, Katherine W. Hoxsie, Mary E. Kennard, Edward M. Mazze, Kathleen McKeough, Victor J. Orsinger II, H. Douglas Randall, III, Joyce O. Resnikoff, Patrick J. Shanahan, Jr. (as of April 16, 2005), James P. Sullivan and Neil H. Thorp is considered “independent” within the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards and the rules of the Securities and Exchange Commission (the “SEC”). Therefore, a majority of the Corporation’s Board is comprised of independent directors. Any interested party who wishes to make their concerns known to the independent directors may avail themselves of the same procedures utilized for shareholder communications with the Board, which procedures are described herein under the heading “Communications with the Board of Directors” on page 18 of this Proxy Statement.

In 2005, the committees of the Corporation’s Board consisted of an Executive Committee, a Compensation and Human Resources Committee (the “Compensation Committee”), a Nominating Committee and an Audit Committee.

Members of the Executive Committee are currently directors Orsinger (Chairperson), Bennett, Hoxsie, Sullivan, Thorp, Treanor and Warren. Each of the non-employee directors on the Executive Committee are considered “independent” within the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards and the rules of the SEC. The Executive Committee met 5 times in 2005, and when the Corporation’s Board is not in session, is entitled to exercise all the powers and duties of the Corporation’s Board. The Corporation’s Board has designated the Chairperson of the Executive Committee to serve as the “Lead Director” when the Board meets in executive session without the presence of employee directors.

Members of the Nominating Committee are directors Orsinger (Chairperson), Bennett, Hoxsie, Sullivan and Thorp, each of whom is considered “independent” within the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers listing standards and the rules of the SEC. The Nominating Committee, which met 8 times in 2005, is responsible for identifying individuals qualified to become board members, consistent with criteria approved by the Corporation’s Board, and recommending that the Corporation’s Board select the director nominees recommended by the Nominating Committee for election at each Annual Meeting of Shareholders. The Nominating Committee is also responsible for developing and recommending to the Corporation’s Board a set of corporate governance guidelines, recommending any changes to such guidelines, and overseeing the evaluation of the Corporation’s Board and management. The Corporation has adopted Corporate Governance Guidelines, which are available on the Corporation’s website at www.washtrust.com under Investor
Relations – Governance Documents. A copy of the Nominating Committee charter is also available to shareholders on the Corporation’s website at www.washtrust.com under Investor Relations.

At a minimum, each nominee, whether proposed by a shareholder or any other party, must (1) have the highest personal and professional integrity, demonstrate sound judgment and effectively interact with other members of the Corporation’s Board to serve the long-term interests of the Corporation and its shareholders; (2) have previous experience on other boards; (3) have experience at a strategic or policy-making level in a business, government, not-for-profit or academic organization of high standing; (4) have a record of distinguished accomplishment in his or her field; (5) be well regarded in the community and have a long-term reputation for the highest ethical and moral standards; (6) have sufficient time and availability to devote to the affairs of the Corporation, particularly in light of

the number of boards on which the nominee may serve; and (7) to the extent such nominee serves or has previously served on other boards, have a demonstrated history of actively contributing at board meetings.

The Nominating Committee will evaluate all such proposed nominees in the same manner, with no regard to the source of the initial recommendation of such proposed nominee. In seeking candidates to consider for nomination to fill a vacancy on the Corporation’s Board, the Nominating Committee may solicit recommendations from a variety of sources, including current directors, the Chief Executive Officer of the Corporation and other executive officers. The Nominating Committee may also engage a search firm to identify or evaluate or assist in identifying or evaluating candidates.

The Nominating Committee will consider nominees recommended by shareholders. Shareholders who wish to submit recommendations for candidates to the Nominating Committee must submit their recommendations in writing to the Secretary of the Corporation at 23 Broad Street, Westerly, RI 02891, who will forward all recommendations to the Nominating Committee. For a shareholder recommendation to be considered by the Nominating Committee at the 2007 Annual Meeting of Shareholders, it must be submitted to the Corporation by November 15, 2006. All shareholder recommendations for nominees must include the following information: (1) the name and address of record of the shareholder; (2) a representation that the shareholder is a record holder of the Corporation’s securities, or if the shareholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act; (3) the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding 5 full fiscal years of the proposed nominee; (4) a description of the qualifications and background of the proposed nominee that addresses the minimum qualifications and other criteria for board membership approved by the Corporation’s Board; (5) a description of all arrangements or understandings between the shareholder and the proposed nominee; (6) the consent of the proposed nominee (a) be named in the proxy statement relating to the Corporation’s Annual Meeting of Shareholders, and (b) serve as a director if elected at such Annual Meeting; and (7) any other information regarding the proposed nominee that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

Shareholder nominations that are not being submitted to the Nominating Committee for consideration, may be made at an Annual Meeting of Shareholders in accordance with the procedures set forth in clause (c) of Article Eighth of the Corporation’s Restated Articles of Incorporation, as amended. Specifically, advanced written notice of any nominations must be received by the Secretary not less than 14 days nor more than 60 days prior to any meeting of shareholders called for the election of directors (provided that if fewer than 21 days’ notice of the meeting is given to shareholders, notice of the proposed nomination must be received by the Secretary not later than the 10^th day following the day on which notice of the meeting was mailed to shareholders).

The Corporation has not paid a fee to any third parties to identify or evaluate Board or committee nominees.

The Nominating Committee recommended that Messrs. Crandall, Orsinger, Shanahan, Sullivan and Thorp be nominated for election to serve as directors until the 2009 Annual Meeting of Shareholders.

Members of the Compensation Committee are currently directors Bennett (Chairperson), Hirsch, Kennard, Mazze, McKeough and Orsinger, each of whom is considered “independent” within the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards and the rules of the SEC. The Compensation Committee, which met eight times in 2005, is responsible for reviewing compensation policies, for remuneration arrangements for executive officers and for the administration of the Corporation’s Amended and Restated 1988 Stock Option Plan (“1988 Plan”), the 1997 Equity Incentive Plan, as amended (“1997 Plan”), and the 2003 Stock Incentive Plan, as amended (“2003 Plan”). The Committee is also responsible for oversight of employee benefit programs and hiring policies. The Compensation Committee’s report on executive compensation appears elsewhere in this Proxy Statement.

Members of the Audit Committee are currently directors Hoxsie (Chairperson), Crandall, Hittner, Mazze, Resnikoff, Shanahan (effective April 16, 2005) and Sullivan. No member of the Audit Committee is an employee of the Corporation and each is considered “independent” within the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards and Rule 10A–3(b)(1) under the Exchange Act. The Corporation’s Board has determined that directors Hoxsie and Sullivan qualify as “audit committee financial experts” under the Exchange Act. The Audit Committee has a written charter that is available to shareholders on the Corporation’s website at www.washtrust.com under Investor Relations – Governance Documents and was attached as Exhibit A to the 2005 Proxy Statement.

The Audit Committee, which met 11 times in 2005, is directly responsible for the appointment, compensation and oversight of the work of the Corporation’s independent auditors. The Audit Committee is also responsible for, among other things, reviewing the adequacy of the Corporation’s system of internal controls, its audit program, the performance and findings of its internal audit staff and action to be taken thereon by management, reports of the independent auditors, the independence of the independent auditors, the audited financial statements of the Corporation and discussing such results with the Corporation’s management, considering the range of audit and non-audit fees and services and the pre-approval thereof, and performing such other oversight functions as the Corporation’s Board may request from time to time. While the Audit Committee oversees the Corporation’s financial reporting process for the Corporation’s Board consistent with the Audit Committee Charter, management has primary responsibility for this process, including the Corporation’s system of internal controls, and for the preparation of the Corporation’s consolidated financial statements in accordance with generally accepted accounting principles. In addition, the Corporation’s independent auditors, and not the Audit Committee, are responsible for auditing those financial statements. The Audit Committee’s report on the Corporation’s audited financial statements for the fiscal year ended December 31, 2005 appears elsewhere in this Proxy Statement.

The Audit Committee is also responsible for loan review for the Bank. The loan review process includes oversight of the Bank’s procedures for determining the adequacy of the allowance for loan losses, administration of its internal credit rating systems and the reporting and monitoring of credit granting standards.

Please note, the information contained on our website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

During 2005, non-employee directors received a $20,000 annual retainer. The person serving as the chair of the Nominating Committee and the Executive Committee received a combined additional annual retainer of $8,000, the chairperson of the Audit Committee received an additional annual retainer of $8,000 and the chairperson of the Compensation Committee received an additional annual retainer of $4,000. All retainers are paid quarterly. For each meeting of the Corporation’s Board and the Bank’s Board attended, non-employee directors received $1,000, however, for meetings of the Corporation’s Board and the Bank’s Board held on the same day, as is the general practice, non-employee directors were paid for only one meeting. In addition, committee chairs and other non-employee directors received $800 for each committee meeting attended in person and $700 for each such committee meeting attended telephonically.

The Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), effective January 1, 1999, provides standard arrangements pursuant to which directors may elect to defer all or part of their fees. Deferred fees are invested in any of several benchmark options, including the Corporation’s Common Stock. Deferred fees are payable in a lump sum or installments following termination of service as a director or at a specified future date; if the investment benchmark selected is the Corporation’s Common Stock, the fees may also be payable in the form of such stock.

The 1997 Plan provides that each non-employee director of the Corporation shall automatically be granted a nonqualified option to purchase 2,000 shares of Common Stock as of the date of each Annual Meeting after which such non-employee director will continue to serve as a director of the Corporation at an option price equal to the fair market value of the Common Stock on such date and that will expire on the 10^th anniversary of the option grant.

These options are exercisable on and after the date that is one year after the date of grant. In addition, the Corporation’s Board may provide for such other terms and conditions of these options, as shall be set forth in the applicable option agreements, including acceleration of exercise upon a change of control of the Corporation. As described below, the 2003 Plan provides that no further options will be granted to
non-employee directors under this provision of the 1997 Plan.

In lieu of stock options that would have been granted pursuant to the 1997 Plan, the 2003 Plan provides that each non-employee director of the Corporation will be automatically granted a nonqualified option to acquire 2,000 shares of Common Stock as of the date of each Annual Meeting after which such non-employee director will continue to serve as a director of the Corporation, beginning with the 2003 Annual Meeting of Shareholders, at an exercise price equal to the fair market value of the Common Stock on the grant date and expiring upon the 10^th anniversary of the option grant. Unless otherwise determined by the administrator of the 2003 Plan, these stock options will be exercisable upon the earlier of the third anniversary of the grant date or the date the non-employee director retires from the Corporation’s Board. Pursuant to the terms of the 2003 Plan, in March 2005, the Corporation’s Board voted to suspend such automatic award to non-employee directors for 2005. In April, in lieu of such automatic award, the Corporation’s Board voted to ratify a decision of the Compensation Committee to grant each non-employee director 500 restricted stock units. The restricted stock units vest on the 3-year anniversary of the award date. Dividend equivalents are paid on the restricted stock units.

The following table shows, for the fiscal years ended December 31, 2005, 2004, and 2003, the compensation of the person who served as Chief Executive Officer of the Corporation and each of the four most highly compensated executive officers of the Corporation and/or the Bank, other than the Chief Executive Officer, whose total annual salary and bonus exceeded $100,000 for the year ended December 31, 2005 (collectively, the “Named Executives”).

SUMMARY COMPENSATION TABLE
																		Long-Term
						Annual Compensation												Compensation Awards
																						Securities
														Other				Restricted				Underlying				All Other
Name and														Annual				Stock				Options/				Compensation
Principal Position		Year				Salary				Bonus (1)				Compensation				Award(s)				SARs (2)				(3)
John C. Warren,			2005			$	420,000			$	225,000			$	0			$	155,498	(6)			0			$	12,600	(9)
Chairman and Chief			2004	(4)			414,616				180,000				0				129,855	(7)			0				12,438	(9)
Executive Officer			2003				375,000				137,000				0				0				28,125				11,238	(9)
John F. Treanor,			2005			$	300,000			$	155,000			$	0			$	91,154	(6)			0			$	9,000	(9)
President and Chief			2004	(4)			295,346				114,000				0				75,552	(7)			0				8,860	(9)
Operating Officer			2003				265,000				85,000				0				0				16,565				7,938	(9)
Galan G. Daukas,			2005	(5)		$	97,558			$	285,000			$	0			$	138,100	(8)			32,315			$	0
Executive Vice President of Wealth Management
David V. Devault,			2005			$	185,000			$	66,000			$	0			$	0				12,400			$	5,550
Executive Vice President,			2004	(4)			185,731				60,000				0				35,415	(7)			0				5,572
Secretary, Treasurer, and			2003				174,000				48,000				0				0				8,700				5,216
Chief Financial Officer
James M. Vesey,			2005			$	144,000			$	41,000			$	0			$	0				7,600			$	4,320
Senior Vice President and			2004	(4)			144,223				40,000				0				21,249	(7)			0				4,335
Chief Credit Officer, of			2003				135,000				31,000				0				0				5,065				4,047
the Bank

The following table contains information concerning the grant of stock options to the Named Executives during the fiscal year ended December 31, 2005.

OPTION GRANTS IN LAST FISCAL YEAR
		Individual Grants
		Number of				Percent of												Potential Realizable Value
		Securities				Total Options				Exercise								at Assumed Annual Rates
		Underlying				Granted to				or Base								of Stock Price Appreciation
		Options				Employees in				Price Per				Expiration				for Option Term
Name		Granted (1)				Fiscal Year				Share				Date				5%				10%
Galan G. Daukas			20,000	(2)			7.72	%		$	27.62				8/30/2015			$	347,401			$	880,383
			12,315	(2)			4.76	%		$	28.16				12/12/2015			$	218,095			$	552,695
David V. Devault			6,200	(3)			2.39	%		$	26.81				6/13/2015			$	104,536			$	264,915
			6,200	(2)			2.39	%		$	28.16				12/12/2015			$	109,800			$	278,255
James M. Vesey			3,800	(3)			1.47	%		$	26.81				6/13/2015			$	64,071			$	162,367
			3,800	(2)			1.47	%		$	28.16				12/12/2015			$	67,297			$	170,543

The following table sets forth information with respect to the Named Executives concerning the exercise of options during the fiscal year ended December 31, 2005 and unexercised options held as of the end of the 2005 fiscal year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
										Number of Securities								Value of Unexercised
										Underlying Unexercised								In-the-Money Options
		Shares								Options at FY-End (1)								at FY-End (1)(2)
		Acquired on				Value
Name		Exercise (3)				Realized				Exercisable (4)				Unexercisable				Exercisable (4)				Unexercisable
John C. Warren			10,840			$	155,671				116,791				9,375			$	931,952			$	57,938
John F. Treanor			0				0				82,380				5,522			$	689,196			$	34,126
Galan G. Daukas			0				0				32,315				0			$	0			$	0
David V. Devault			13,764			$	277,349				75,661				2,900			$	641,588			$	17,922
James M. Vesey			0				0				31,311				1,689			$	196,116			$	10,438

The Bank maintains a qualified defined benefit pension plan (the “Pension Plan”) for substantially all employees of the Corporation and the Bank. The Internal Revenue Code of 1986, as amended (the “Code”), limits the compensation amount used in determining the annual benefits payable from qualified plans to an individual. However, the Bank’s Supplemental Pension Benefit and Profit Sharing Plan (the “Supplemental Plan”) provides for payments by the Bank of certain amounts, which employees of the Bank would have received under the Pension Plan in the absence of such limitations in the Code. Benefits payable under the Supplemental Plan are an unfunded obligation of the Bank.

The following table shows the estimated annual benefits payable upon retirement, assuming retirement at age 65 in 2005, under the Pension Plan and the Supplemental Plan as it relates to the Pension Plan.

PENSION PLAN TABLE
Average Annual		Years of Service
Pension Compensation		15				20				25				30				35
$200,000		$	50,752			$	67,670			$	84,587			$	101,504			$	118,422
250,000			64,627				86,170				107,712				129,254				150,797
300,000			78,502				104,670				130,837				157,004				183,172
350,000			92,377				123,170				153,962				184,754				215,547
400,000			106,252				141,670				177,087				212,504				247,922
450,000			120,127				160,170				200,212				240,254				280,297
500,000			134,002				178,670				223,337				268,004				312,672
550,000			147,877				197,170				246,462				295,754				345,047
600,000			161,752				215,670				269,587				323,504				377,422
650,000			175,627				234,170				292,712				351,254				409,797
700,000			189,502				252,670				315,837				379,004				442,172

The annual pension benefit for an employee retiring at age 65 is the sum of (1) 1.2% of average annual pension compensation plus (2) 0.65% of average annual pension compensation in excess of the Social Security covered compensation level, multiplied by the number of years of service limited to 35 years. Pension compensation consists of base salary plus payments pursuant to the Annual Performance Plan and other cash-based incentive plans. Such amounts are shown in the Salary and Bonus columns of the Summary Compensation Table on page 9 of this Proxy

Statement. In 2005, the covered Social Security compensation level was $48,696. The benefits shown are straight-life annuity amounts, not reduced by a joint survivorship benefit, which is available.

Effective October 1, 2005, the Pension Plan was amended to determine average annual pension compensation using the highest 5 calendar years, consecutive or non-consecutive, within the last 10 years of employment. Previous to this change, the annual average pension compensation was determined based upon the highest 36 consecutive months within the last 10 years of employment. The plan amendment also provides that the annual pension benefit for employees meeting certain age and length of service criteria will be calculated based on the previous benefit formula. Messrs. Warren, Treanor, Devault and Vesey satisfy such criteria and their annual pension benefits will be determined based upon the highest 36 consecutive months within the last 10 years of employment.

In 2005, the years of service accrued for purposes of the Corporation’s pension plans for the following Named Executives were: Mr. Warren, 9 years; Mr. Treanor, 6 years; Mr. Daukas, 0 years; Mr. Devault, 19 years; and Mr. Vesey, 7 years.

The Corporation also maintains a Supplemental Executive Retirement Plan (the “Executive Pension Plan”) for the benefit of Messrs. Warren and Treanor. The maximum benefit payable under the Executive Pension Plan is 55% of the average annual pension compensation, offset by benefits provided under the Pension Plan and the Supplemental Plan, Social Security benefits, and benefits provided by any defined benefit pension plan of a prior employer, with a minimum annual payment of no less than $1,000 for each year of plan participation, up to 10 years. The definition of pension compensation is identical to that in the Pension Plan described above. The annual average is determined based upon the highest 36 consecutive months within the last ten years of employment. A participant must have at least 5 years of service to earn a benefit under the Executive Pension Plan. Benefits payable under the Executive Pension Plan are an unfunded obligation of the Corporation.

The following table shows the estimated annual benefits payable upon retirement at age 65 in 2005 under the Executive Pension Plan. The amounts do not reflect any offset for Social Security benefits or benefits provided by any defined benefit plan of a prior employer. Benefits are paid in the form a straight-life annuity, with a 50% spouse benefit, if married. A minimum of 120 monthly payments are guaranteed. Other forms of annuity are also available.

EXECUTIVE PENSION PLAN TABLE (1)
Average Annual		Years of Service
Pension Compensation		5				10				15				20
$200,000		$	63,083			$	66,165			$	59,248			$	42,330
250,000			78,458				81,915				72,873				51,330
300,000			93,833				97,665				86,498				60,330
350,000			109,208				113,415				100,123				69,330
400,000			124,583				129,165				113,748				78,330
450,000			139,958				144,915				127,373				87,330
500,000			155,333				160,665				140,998				96,330
550,000			170,708				176,415				154,623				105,330
600,000			186,083				192,165				168,248				114,330
650,000			201,458				207,915				181,873				123,330
700,000			216,833				223,665				195,498				132,330

The Corporation entered into Change of Control Agreements (the “Agreements”) with each of the Named Executives pursuant to which each such executive may become entitled to receive severance pay and benefits continuation if (a) in the event of a Change in Control (as defined in the Agreements) of the Corporation or the Bank, (1) the Corporation or Bank terminates the executive for reasons other than for Cause (as defined in the Agreements) or the

death or disability of the executive within 13 months after such Change in Control, or (2) the executive resigns for Good Reason (as defined in the Agreements), which includes a substantial adverse change in the nature or scope of the executive’s responsibilities and duties, a reduction in the executive’s salary and benefits, relocation, a failure of the Corporation or Bank to pay deferred compensation when due, or a failure of the Corporation or the Bank to obtain an effective agreement from any successor to assume the Agreements, within 12 months of such Change in Control, or (b) the executives resign for any reason during the 13^th month after the Change in Control. The Agreements also provide that the executive would become entitled to receive severance pay and benefits continuation if his employment is terminated by the Corporation or the Bank for any reason other than Cause, death or disability during the period of time after the Corporation and/or the Bank enters into a definitive agreement to consummate a transaction involving a Change in Control and before the transaction is consummated so long as a Change in Control actually occurs. Benefits continuation includes additional months of benefit accrual under the Corporation’s or the Bank’s supplemental retirement plans. The Agreements provide for an additional payment to cover the impact of the 20% excise tax imposed by Section 280G of the Code in the event the Named Executive becomes subject to such excise tax.

The amount of severance (a multiple of the sum of base salary and highest bonus in the 2-year period prior to the Change in Control) and the length of benefits continuation vary for each executive and are set forth in the table below.

Named Executive		Multiple of Base and Bonus		Length of Benefits Continuation
John C. Warren		3.00		36 months
John F. Treanor		3.00		36 months
Galan G. Daukas		2.00		24 months
David V. Devault		2.00		24 months
James M. Vesey		1.00		12 months

The Compensation Committee administers the executive compensation program of the Corporation under the supervision of the Corporation’s Board. The success of the Corporation is highly dependent on hiring, developing and retaining qualified people who feel encouraged to perform for the good of the shareholders, the community, the Corporation and customers. The executive compensation program consists of three elements: base salary, short-term incentive compensation and long-term incentives. Prior to the beginning of the fiscal year, the Compensation Committee consulted with an independent compensation consultant (the “Consultant”), which provided certain information regarding base salary and short-term and long-term incentive practices of comparable companies in the banking industry. This information was used by the Compensation Committee to evaluate, adjust and approve recommendations made by the Chief Executive Officer for the compensation package for each other executive officer, and to develop and approve the compensation package of the Chief Executive Officer. The Compensation Committee believes that compensation for executive officers should take into account individual management skills, the long-term performance of the Bank and shareholder returns. The underlying compensation plan places emphasis on (1) attracting and retaining the most qualified executives in the banking industry; (2) providing overall compensation for key executives that is competitive with similarly sized financial institutions; (3) accomplishing the goals set out in the Bank’s strategic plan; and (4) returning a fair value to shareholders.

Base salary for all executive officers is determined by the Compensation Committee, subject to approval of the Corporation’s Board. Salary levels for 2005 were recommended to the Board for approval by the Compensation Committee based on an analysis of compensation information provided by the Consultant and taking into consideration both recent and expected overall performance of the Corporation. The base annual salary established by the Compensation Committee for Mr. Warren, Chairman and Chief Executive Officer, was $420,000, which positioned Mr. Warren’s salary in a manner consistent with the general guidelines outlined above. The Compensation Committee utilized the Consultant’s compensation information and the recommendations of the Chief Executive Officer to establish the base salary of the other executive officers.

The Annual Performance Plan provides for the payment of additional cash compensation to officers based upon the achievement of target profitability measures including return on equity, net income and earnings per share as well as the achievement of individual objectives. The terms of the Annual Performance Plan, including the target payout levels and relationship of payouts to the target profitability measures, were established by the Compensation Committee in consultation with the Consultant, and approved by the Corporation’s Board. The Compensation Committee’s policy is to review periodically these performance measures and adjust them as appropriate. The profitability target measures were established by the Corporation’s Board based upon their review of banking industry data and the Corporation’s Board’s and management’s expectations and recommendations. The target performance payout for the Chief Executive Officer in 2005 was 45% of base salary, 70% of which is based on profitability target measures and 30% of which is based on individual objectives for such matters as leadership of the senior management team, strategic planning, growing the Corporation, corporate governance, and continuing to focus on the long-term interests of the shareholders.

In 2005, the Corporation’s profitability results, measured on an operating basis excluding expenses relating to the acquisition of Weston Financial Group, Inc., net of related income taxes, entitled the executive officers to a payout for 2005 performance of 112.5% of the profitability portion of the target payout for each officer. Based on these profitability results and its assessment of the Chief Executive Officer’s overall management performance and achievement of individual objectives during the year, the Compensation Committee, with the Corporation’s Board approval, awarded an Annual Performance Plan bonus of $225,000 to Mr. Warren for 2005. Payouts based on the achievement of individual performance goals of the other executive officers were determined by each participant’s supervisor, approved by the Compensation Committee and ratified by the Corporation’s Board.

As a general rule, stock-based incentives have been granted to the executive officers on an annual basis. The granting of stock-based incentives is viewed as a desirable long-term incentive compensation method because it closely links the interest of management with shareholder value and aids in the retention and motivation of executives to improve the long-term stock market performance of the Corporation’s Common Stock. When granting stock-based incentives to executive officers, the Compensation Committee reviews data for comparable companies in the banking industry provided by the Consultant and, for officers other than the Chief Executive Officer, recommendations made by the Chief Executive Officer, which are based on each officer’s level of responsibility and contribution towards achievement of the Corporation’s business plan and objectives. In 2005, stock based incentive awards to executive officers were made in the form of restricted stock, RSUs and stock options. An additional award of stock options to executive officers other than Messrs. Warren and Treanor, was made in December 2005 in lieu of grants that would otherwise have been made during 2006. All option awards in 2005 were granted with immediate vesting in anticipation of the Financial Accounting Standards Board Statement 123R, which became effective on January 1, 2006 and that requires the recognition of accounting expense for the remaining vesting periods associated with awards made prior to that date.

The foregoing report has been furnished by the members of the Compensation Committee:

		Gary P. Bennett (Chairperson)		Edward M. Mazze, Ph.D.
		Larry J. Hirsch, Esq.		Kathleen McKeough
		Mary E. Kennard, Esq.		Victor J. Orsinger II, Esq.

The Compensation Committee makes recommendations concerning remuneration arrangements for executive officers of the Corporation and the Bank, subject to the approval of the Corporation’s Board. The Compensation Committee is also responsible for the administration of the 1988 Plan, the 1997 Plan and the 2003 Plan. The Compensation Committee members are directors Bennett (Chairperson), Hirsch, Kennard, Mazze, McKeough and Orsinger. No members of the Compensation Committee are current or former officers or employees of the Corporation, the Bank or any other subsidiary of the Corporation. During 2005, the Bank paid approximately $11,004 in legal fees to the law firm of Orsinger & Nardone, of which Mr. Orsinger, a member of the Compensation Committee, is a partner, for matters related to customer loans. The Corporation’s Board believes that this relationship does not impair Mr. Orsinger’s independence.

Set forth below is a line graph comparing the cumulative total shareholder return on the Corporation’s Common Stock against the cumulative total return of The NASDAQ Stock Market (U.S.) and the NASDAQ Bank Index for the five years ended December 31. The historical information set forth below is not necessarily indicative of future performance.

		2000				2001				2002				2003				2004				2005
Washington Trust Bancorp, Inc.		$	100.00			$	139.78			$	147.60			$	204.78			$	234.93			$	215.48
The Nasdaq Stock Market (U.S.)		$	100.00			$	108.27			$	110.84			$	142.58			$	163.17			$	159.40
Nasdaq Bank Index		$	100.00			$	79.32			$	54.84			$	81.99			$	89.22			$	91.12

The results presented assume that the value of the Corporation’s Common Stock and each index was $100.00 on December 31, 2000. The total return assumes reinvestment of dividends.

The Audit Committee is responsible for providing independent, objective oversight of the Corporation’s accounting functions and internal controls. In connection with its responsibilities, the Audit Committee (1) reviewed the scope of the overall audit plans of both the internal audit staff and the independent auditors; (2) evaluated the results of audits performed by the internal audit staff and independent auditors that included but were not limited to accounting issues and internal controls; (3) assessed the action that has been taken by management in response to the audit results; and (4) appraised the effectiveness of the internal and independent audit efforts. The Audit Committee also assesses actions taken by management in connection with the internal control documentation and testing of internal controls over financial reporting and management’s assertions related thereto in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the related reports of the independent auditors on these matters.

In addition, the Audit Committee has:

     n   Reviewed and discussed the audited financial statements with management;

     n   Discussed with KPMG LLP, its independent auditors, the matters required to be discussed by SAS 61; and

     n   Received the written disclosures and the letter from KPMG LLP required by Independence Standards Board Statement No. 1, and has discussed with KPMG LLP the independent auditor’s independence.

Based on the review and discussions above, the Audit Committee recommended to the Corporation’s Board that the audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the last fiscal year for filing with the SEC.

The foregoing report has been furnished by the members of the Audit Committee:

		Katherine W. Hoxsie (Chairperson)		Joyce O. Resnikoff
		Steven J. Crandall		Patrick J. Shanahan, Jr.
		Barry G. Hittner		James P. Sullivan, CPA
		Edward M. Mazze, Ph.D.

During the years ended December 31, 2005 and December 31, 2004, the Corporation paid the following fees to KPMG LLP:

		2004				2005
Audit fees		$	459,500			$	522,000
Audit-related fees (consists of employee benefit plan audits, USAP procedures and, in 2004 only, common trust fund audits)			36,000				23,500
Tax fees (consists of tax return preparation, tax compliance and tax advice)			25,860				50,655
All other fees (consists of fees related to the Corporation’s acquisition of Weston Financial Group, Inc.)			0				95,197
Total fees paid to KPMG LLP		$	521,360			$	691,352

The Audit Committee has adopted a policy whereby engagement of the independent auditors for audit services and for non-audit services shall be pre-approved by the Audit Committee, except in the case of the de minimus exception described in Section 10A(i)(1)(B) of the Exchange Act. During 2005, the Audit Committee pre-approved 100% of the Audit-Related Fees, Tax Fees and All Other Fees.

The Audit Committee has considered whether the provision of the services identified under the headings “Audit-Related Fees,” “Tax Fees” and “All Other Fees” is compatible with maintaining KPMG LLP’s independence and has determined that provision of such services is consistent with maintaining the principal auditor’s independence.

The Bank has had transactions in the ordinary course of business, including borrowings, with certain directors and executive officers of the Corporation and their associates, all of which were made on substantially the same terms, including interest rates (except that executive officers and all other employees are permitted a modest interest rate benefit on first mortgages secured by a primary residence and other consumer loans) and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectibility or present other unfavorable features when granted. During 2005, the Bank paid legal fees to a law

firm of which a director is a partner. See the section entitled “Compensation Committee Interlocks and Insider Participation” on page 14 of this Proxy Statement for more information.

Mr. Shanahan was the former Chairman and Chief Executive Officer of First Financial Corp. prior to its acquisition by the Corporation in 2002. In connection with such acquisition, the Corporation agreed to (1) provide Mr. Shanahan with health insurance benefits under the Corporation’s health plan until he attains age 65, and (2) assume the obligation to provide Mr. Shanahan with a supplemental retirement benefit equal to monthly installments of $20,854 payable for the life of Mr. Shanahan with a 50% spousal survivor benefit. In return for a lump sum payment of $840,000 by the Corporation in April, 2002, Mr. Shanahan agreed that for a three-year period following the acquisition, which expired in April 2005, he would not become associated with any banking institution in Rhode Island, Massachusetts or Connecticut and he would not take action to solicit any former employees or customers of First Financial Corp. The Corporation’s Board determined that, effective April 16, 2005, as a result of the termination of this 3-year arrangement, Mr. Shanahan is considered “independent” within the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards and the rules of the SEC.

The ratification of the Audit Committee’s decision to retain KPMG LLP to serve as independent auditors of the Corporation for the current fiscal year ending December 31, 2006 will be submitted to the shareholders at the Annual Meeting. Representatives of KPMG LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire and will be available to answer appropriate questions. Action by shareholders is not required by law in the appointment of independent auditors, but their appointment is submitted by the Corporation’s Audit Committee in order to give the shareholders a voice in the designation of auditors. If the appointment is not ratified by the shareholders, the Audit Committee will reconsider its choice of KPMG LLP as the Corporation’s independent auditors.

The Board of Directors recommends that shareholders vote “FOR” this proposal.

Section 16(a) of the Exchange Act requires the Corporation’s officers and directors, and persons who own more than 10% of a registered class of the Corporation’s equity securities (collectively, “Insiders”) to file reports of ownership and changes in ownership with the SEC. Insiders are required by SEC regulations to furnish the Corporation with copies of all Section 16(a) reports they file. Based solely upon a review of the copies of such reports furnished to the Corporation, and on written representations from certain reporting persons, the Corporation believes that during 2005, all Section 16(a) filing requirements applicable to its Insiders were complied with, with the following exception: H. Douglas Randall, III, a director of the Corporation, filed 2 Forms 4 after the applicable due date reporting a total of 2 transactions not timely. In addition, David W. Wallace, a beneficial owner of more than 10% of the Corporation’s stock, filed 4 Forms 4 after the applicable due date reporting a total of 4 transactions not timely.

Any shareholder who wishes to submit a proposal for presentation to the 2007 Annual Meeting of Shareholders must submit the proposal to the Corporation, 23 Broad Street, Westerly, Rhode Island 02891, Attention: Chief Executive Officer, not later than November 15, 2006 for inclusion, if appropriate, in the Corporation’s Proxy Statement and the form of proxy relating to the 2007 Annual Meeting. Any proposal submitted after November 15, 2006 will be considered untimely. Such a proposal must also comply with the requirements as to form and substance established by the SEC for such a proposal to be included in the Proxy Statement. Proxies solicited by the Corporation’s Board will confer discretionary voting authority with respect to shareholder proposals, other than proposals to be considered for inclusion in the Corporation’s Proxy Statement described above, that the Corporation receives at the above address after January 31, 2007.

In addition, in order for a nominee to be considered at an Annual Meeting, the Corporation’s Restated Articles of Incorporation, as amended, provide that director nominations may be submitted by any shareholder entitled to vote

for the election of directors provided that advance written notice of such proposed nomination, with appropriate supporting documentation as required by the Corporation’s Restated Articles of Incorporation, is received by the Secretary of the Corporation not less than 14 days nor more than 60 days prior to any meeting of the shareholders called for the election of directors at which such shareholder is present by person or by proxy; provided, however, that if fewer than 21 days’ notice of the meeting is given to shareholders, such written notice of such proposed nomination must be received by the Secretary of the Corporation not later than the close of the 10^th day following the day on which notice of the meeting was mailed to shareholders. For this Annual Meeting, such proposals must be received by the Corporation not earlier than February 24, 2006 and not later than April 11, 2006.

Any shareholder desiring to send communications to the Corporation’s Board, or any individual director, may forward such communication to the Secretary of the Corporation at the Corporation’s offices at 23 Broad Street, Westerly, Rhode Island 02891. The Secretary of the Corporation will collect all such communications and forward them to the Corporation’s Board and any such individual director.

The financial statements of the Corporation are contained in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, which has been provided to the shareholders concurrently herewith. Such report and the financial statements contained in the Corporation’s Annual Report on Form 10-K are not to be considered as a part of this soliciting material.

Management knows of no matters to be brought before the meeting other than those referred to in this Proxy Statement, but if any other business should properly come before the meeting, the persons named in the proxy intend to vote in accordance with their best judgment.

To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any filing by the Corporation under the Securities Act of 1933, as amended, or the Exchange Act, the sections of the Proxy Statement entitled “Compensation Committee Report on Executive Compensation,” “Shareholder Return Performance Presentation,” and “Report of the Audit Committee” shall not be deemed to be so incorporated, unless specifically otherwise provided in any such filing.

The Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 as filed with the SEC, is available on the Corporation’s website at www.washtrust.com under Investor Relations — SEC Filings. Copies are also available without charge upon written request addressed to Elizabeth B. Eckel, Senior Vice President, Marketing, Washington Trust Bancorp, Inc., P.O. Box 512, Westerly, Rhode Island 02891-0512.

The cost of solicitation of proxies, including the cost of reimbursing brokerage houses and other custodians, nominees or fiduciaries for forwarding proxies and Proxy Statements to their principals, will be borne by the Corporation. Solicitation may be made in person or by telephone or telegraph by officers or regular employees of the Corporation, who will not receive additional compensation therefor. In addition, the Corporation has retained Morrow & Co., Inc. to assist in the solicitation of proxies for a fee of $4,000 plus customary expenses.

REGARDLESS OF THE NUMBER OF SHARES YOU OWN,
YOUR VOTE IS IMPORTANT TO THE CORPORATION.
PLEASE COMPLETE, DATE AND SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY CARD TODAY. YOU MAY ALSO VOTE
YOUR SHARES THROUGH THE INTERNET OR BY TELEPHONE.

Submitted by order of the Board of Directors,

/s/ David V. Devault

David V. Devault
Secretary

Westerly, Rhode Island
March 17, 2006

ANNUAL MEETING OF SHAREHOLDERS OF

WASHINGTON TRUST BANCORP, INC.

April 25, 2006

      

      

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

      

      

â Please detach along perforated line and mail in the envelope provided. â

      

Signature of Shareholder

Date:

Signature of Shareholder

Date:

Note:		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

WASHINGTON TRUST BANCORP, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Victor J. Orsinger II, John F. Treanor and John C. Warren, or any one of them, attorneys with full power of substitution to each for and in the name of the undersigned, with all powers the undersigned would possess if personally present to vote the common stock of the undersigned in Washington Trust Bancorp, Inc. at the Annual Meeting of its shareholders to be held April 25, 2006 or any adjournment thereof.

     This proxy when properly executed will be voted in the manner directed herein by the shareholders. If no direction is made, this proxy will be voted FOR Proposal Nos. 1 and 2.

PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on the other side.)