As filed with the Securities and Exchange Commission on ~~December 6, 2000~~ October 16, 2017

Registration ~~Statement~~ No. ~~333-42502 - --------------------------------------------------------------------------------~~ 333-

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in its Charter) Rhode Island 05-0404671 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) charter)

(Address, including zip code, and ~~Telephone Number, Including Area Code,~~telephone number, including area code, of ~~Registrant's Principal Executive Office) John C. Warren Chairman and~~ registrant’s principal executive offices)

(Name, address, including zip code, and ~~Telephone Number, Including Area Code,~~telephone number, including area code, of ~~Agent~~agent for ~~Service) ------------~~ service)

Approximate date of commencement of proposed sale to ~~public:~~the public: From time to time after the effective date of this ~~Registration Statement becomes effective. -----------~~ registration statement.

If the only securities being registered on this ~~form~~Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~ ☐

If any of the securities being registered on this ~~form~~Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following ~~box. [X]~~ box: ☒

If this ~~form~~Form is ~~used~~filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act ~~Registration Statement~~registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ☐

If this ~~form~~Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act ~~Registration Statement~~registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ☐

If ~~delivery of~~this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the ~~prospectus is expected to be made~~Commission pursuant to Rule ~~434, please~~462(e) under the Securities Act, check the following box. ~~[ ]~~ ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The ~~Registrant~~registrant hereby amends this ~~Registration Statement~~registration statement on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment which specifically states that this ~~Registration Statement~~registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until ~~this Registration Statement~~the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be ~~changed. The selling shareholders~~changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer ~~and~~or sale is not permitted. ~~SUBJECT TO COMPLETION,~~

PROSPECTUS 1,010,808 Shares WASHINGTON TRUST BANCORP, INC. Common Stock ------------------ Marie L. Langlois and Gerald J. Fogarty, Jr. may use this prospectus to sell up to 1,010,808 shares of the common stock of

We may offer and sell from time to time, separately or ~~sell all~~together, in multiple series or ~~any part of these shares~~ in one or more ~~transactions. Washington Trust~~offerings, any combination of common stock, debt securities, warrants, and units, up to a maximum aggregate offering price of $150,000,000.

We may offer to sell these securities on a continuous or delayed basis, through agents, dealers or underwriters, or directly to purchasers. The prospectus supplement for each offering of securities will ~~not receive~~describe in detail the plan of distribution for that offering. If our agents or any ~~cash~~dealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable commissions or discounts. Our net proceeds from the sale of securities will also be set forth in the ~~shares~~applicable prospectus supplement. For general information about the distribution of ~~common stock~~securities offered, byplease see “Plan of Distribution” in this prospectus.

This prospectus provides you with a general description of the securities that we may offer and sell from time to time. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of the securities and sale and may add to or update the information in this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in our securities.

Our common stock is ~~listed~~traded on the ~~Nasdaq National~~NASDAQ Global Market, or “NASDAQ,” under the trading symbol ~~"WASH." On December 5, 2000, the~~“WASH.” The last reported ~~closing~~sale price ~~for our common stock was $13.813 per share. ________________ Investing in~~of the common stock on October 13, 2017 was $58.30 per share. We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange, or included in any inter-dealer quotation or over-the-counter market. If we decide to seek the listing or inclusion of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on or in which the securities will be listed or included.

Investing in our securities involves ~~risks, some of which we have described under "Risk Factors" beginning~~risks. See “Risk Factors” on page ~~3. ----------------~~ 4.

The ~~shares of our common stock~~offered securities are not ~~savings accounts,~~ deposits or ~~other~~ obligations of a bank or savings association and are not insured or guaranteed by the ~~FDIC~~Federal Deposit Insurance Corporation or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or ~~passed upon the adequacy~~determined if this prospectus is truthful or ~~accuracy of this prospectus.~~complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.

TABLE OF CONTENTS Page Risk Factors 3 Forward-Looking Statements 4 The Company 4 Registration Rights

This prospectus contains certain “forward-looking statements” within the meaning of Section 27A of the ~~Selling Stockholders 6~~Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements relating to the financial condition, prospective results of operations, future performance or expectations, plans, objectives, prospects, loan loss allowance adequacy, simulation of changes in interest rates, capital spending, finance sources and revenue sources of the Corporation. These statements relate to expectations concerning matters that are not historical facts. Accordingly, statements that are based on management’s projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward looking statements, which are based on various assumptions (some of which are beyond the Corporation’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology such as “believe”, “expect”, “estimate”, “anticipate”, “continue”, “plan”, “approximately”, “intend”, “objective”, “goal”, “project”, or other similar terms or variations on those terms, or the future or conditional verbs such as “will”, “may”, “should”, “could”, and “would”.

Such forward-looking statements reflect our current views and expectations based largely on information currently available to our management, and on our current expectations, assumptions, plans, estimates, judgments, and projections about our business and our industry, and they involve inherent risks and uncertainties. Although the Corporation believes that these forward-looking statements are based on reasonable estimates and assumptions, they are not guarantees of future performance and are subject to known and unknown risks, uncertainties, contingencies, and other factors. Accordingly, the Corporation cannot give you any assurance that its expectations will in fact occur or that its estimates or assumptions will be correct. The ~~Selling Stockholders 7 Plan~~Corporation cautions you that actual results could differ materially from those expressed or implied by such forward-looking statements as a result of, ~~Distribution 7 Use~~among other factors, the factors referenced on page 4 of Proceeds 10 Legal Matters 10 Experts 10 Wherethis prospectus; changes in interest rates; competitive pressures from other financial institutions; the effects of a deterioration in general economic conditions on a national basis or in the local markets in which the Corporation operates, including changes which adversely affect borrowers’ ability to service and repay our loans; changes in loan defaults and charge-off rates; changes in the value of securities and other assets, adequacy of loan loss reserves, or deposit levels necessitating increased borrowing to fund loans and investments; changes in government regulation; the risk that we may not be successful in the implementation of our business strategy; the risk that intangibles recorded in the Corporation financial statements will become impaired; and changes in assumptions used in making such forward-looking statements. These forward-looking statements speak only as of the date of this report and the Corporation does not undertake any obligation to update or revise any of these forward-looking statements to reflect events or circumstances occurring after the date of this report.

This prospectus is part of a “shelf” registration statement that we have filed under the Securities Act of 1933, as amended, or the “Securities Act,” with the Securities and Exchange Commission, or the “SEC.” Under this shelf registration statement, we may sell, from time to time, any combination of the securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities that we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that specific offering and include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You ~~May~~should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More ~~Information 11~~ Information.”

As used in this prospectus, the terms the “Corporation,” “we,” “our,” and “us” refer to Washington Trust Bancorp, Inc. and our consolidated subsidiaries, unless the context indicates otherwise; the “Bank” refers to The Washington Trust Company, of Westerly. This prospectus includes our trademarks and other trade names identified herein. All other trademarks and trade names appearing in this prospectus are the property of their respective holders.

You should rely only on the information contained in this prospectus and the accompanying prospectus supplement or incorporated by reference in these documents. No dealer, salesperson or other person is authorized to give any ~~supplement~~information or to represent anything not contained or incorporated by reference in this prospectus or ~~incorporated by reference. We have not authorized~~the accompanying prospectus supplement. If anyone ~~to provide~~provides you with different, inconsistent or ~~additional information. You should~~unauthorized information or representations, you must not ~~assume that~~rely on them. This prospectus and the accompanying prospectus supplement are an offer to sell only the securities offered by these documents, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any prospectus supplement is ~~accurate~~current only as of ~~any date other than~~ the date on the front of those documents. ~~The selling stockholders are not making an offer of the common stock in any state where the offer is not permitted.~~ Risk Factors In addition to the other information contained or incorporated by reference in this prospectus, you should consider the following factors carefully in evaluating an investment in our common stock. Rising Interest Rates May Reduce Our Profitability Increases in market interest rates may adversely affect both our profitability and our financial condition. As a result of the Federal Reserve's efforts to control inflation, interest rates have increased by over 100 basis points during the last six months of 1999 and the first six months of 2000. In general, rising interest rates reduce our net interest income on these loans because our profitability depends in part on the difference between the interest rates we earn on loans and other investments and the interest rates we pay on deposits and other interest-bearing liabilities. Our Allowance for Loan Losses May Not Be Adequate to Cover Actual Loan Losses We make various assumptions and judgments about the collectibility of our loan portfolio and provide an allowance for potential losses based on a number of factors. If our assumptions are wrong, our allowance for loan losses may not be sufficient to cover our losses, which would have an adverse effect on our operating results, and may also cause us to increase the allowance in the future. Further, our net income would decrease if we had to add additional amounts to our allowance for loan losses. In addition to general real estate and economic factors, the following factors could affect our ability to collect our loans and require us to increase the allowance in the future: o Regional credit concentration - We are exposed to real estate and economic factors in Rhode Island and southeastern Connecticut because virtually all of our loan portfolio is concentrated among borrowers in these markets. Further, because a substantial portion of our loan portfolio is secured by real estate in this area, including most consumer loans and those commercial loans not specifically classified as commercial mortgages, the value of our collateral is also subject to regional real estate market conditions. o Industry concentration - A portion of our loan portfolio consists of loans to the hospitality and tourism industry. Loans to companies in this industry may have a somewhat higher risk of loss than some other industries because these businesses are seasonal, with a substantial portion of commerce concentrated in the summer season. Accordingly, the ability of borrowers to meet their repayment terms is more dependent on economic, climate and other conditions and may be subject to a higher degree of volatility from year to year. We May Not Be Able to Compete Effectively Against Larger Financial Institutions in Our Increasingly Competitive Industry The financial services industry in our market has experienced both significant concentration and deregulation. This means that we compete with larger financial institutions, both from banks and from other financial institutions, for loans and deposits as well as other sources of funding in the communities we serve, and we will likely face ever greater competition in the future as a result of recent federal legislative changes. Many of our competitors have significantly greater resources and lending limits than we have. As a result of those greater resources, the large financial institutions that we compete with may be able to provide a broader range of services to their customers and may be able to afford newer and more sophisticated technology. Our long-term success depends on the ability of the Bank to compete successfully with other financial institutions in their service areas. In addition, as we strive to compete with other financial institutions, we may expand into new areas, and there is no assurance that we will be successful in these efforts. An example of our expansion is the Phoenix acquisition. Although we believe that the business and management of Phoenix represent a significant expansion of our business in the investment management area, there is no assurance that our expansion into this area will be successful. Limited Trading Activity in Our Common Stock Could Cause the Price of Our Shares to Decline While our common stock is listed and traded on the Nasdaq National Market, there has only been limited trading activity in our common stock. The average daily trading volume of our common stock over the twelve-month period ended October 31, 2000 was approximately 8,461 shares. Accordingly, sales of a significant number of shares of common stock may adversely affect the market price of our common stock. Forward-Looking Statements This prospectus includes both historical and forward-looking statements. These forward-looking statements are not facts; rather, they are intentions and expectations relating to our plans, strategies and prospects. The forward-looking statements in this prospectus can generally be identified by our use of words such as "plan," "intend," "believe," "expect," and other words of similar import. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, we cannot assure you that we will achieve the plans, intentions or expectations. We urge you to consider carefully the important factors that could cause actual results to differ materially from the forward-looking statements. Some of these factors are described in the section entitled "Risk Factors" section and elsewhere in this prospectus. The Company

Washington Trust Bancorp, Inc. is, a publicly-owned registered bank holding company ~~whose subsidiaries are permitted to engage in banking~~ and ~~other~~ financial services and businesses. Washington Trust Bancorp conducts its business through its principal banking subsidiary, The Washington Trust Company, a Rhode Island-chartered commercial bank. The deposits of The Washington Trust Company are insured by the Federal Deposit Insurance Corporation, subject to regulatory limits. Our principal executive offices are located at 23 Broad Street, Westerly, Rhode Island 02891 and our telephone number is (401) 348-1200. ~~Washington Trust Bancorp, Inc.~~holding company, was ~~formed~~organized in 1984 under the laws of the state of Rhode Island. The Corporation owns all of the outstanding common stock of the Bank, a Rhode Island ~~as part of~~chartered commercial bank founded in 1800. The Corporation was formed in 1984 under a plan of reorganization in which outstanding common shares of ~~The Washington Trust Company~~the Bank were exchanged for common shares of ~~Washington Trust Bancorp, Inc. As~~the Corporation.

The Corporation offers a comprehensive product line of ~~September 30, 2000, we~~banking and financial services to individuals and businesses, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management services through its offices in Rhode Island, eastern Massachusetts and Connecticut; its automated teller machines; telephone banking; mobile banking and its internet website (www.washtrust.com).

The accounting and reporting policies of the Corporation conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices of the banking industry. At December 31, 2016, the Corporation had total ~~consolidated~~ assets of ~~approximately $1.20~~$4.4 billion, total deposits of ~~approximately $735 million~~$3.1 billion and ~~shareholders'~~total shareholders’ equity ~~capital~~ of ~~approximately $84.2~~$390.8 million. ~~On June 26, 2000, we acquired Phoenix Investment Management Company,~~

Unless the context otherwise requires, references herein to the Corporation include the Corporation and its subsidiaries on a consolidated basis.

Our address is 23 Broad Street, Westerly, Rhode Island 02891, and the telephone number is (401) 348-1200. You can find additional information regarding the Corporation in its filings with the SEC referenced in the section of this document titled “Where You Can Find More Information.”

The following table sets forth our consolidated ratios of earnings to fixed charges for the periods shown.

For the purpose of computing the ratios of earnings to fixed charges, earnings represent income before income taxes and change in accounting principle, plus fixed charges. Fixed charges include all interest expense and the proportion deemed representative of the interest factor of rent expense. These ratios are presented both including and excluding interest on deposits.

You should carefully consider the risks described in the documents incorporated by reference in this prospectus before making an investment ~~advisor registered~~decision. These risks are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by the materialization of any of these risks. The trading price of our securities could decline due to the materialization of any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described in the documents incorporated herein by reference, including (i) our Annual Reports on Form 10-K, (ii) our Quarterly Reports on Form 10-Q and (iii) documents we file with the SEC after the date of this prospectus and which are deemed incorporated by reference in this prospectus.

Unless we otherwise specify in a supplement to this prospectus, we intend to use the net proceeds from our sale of the securities covered by this prospectus for general corporate purposes, which may include refinancing, reducing or repaying debt; investments in the Bank and our other subsidiaries as regulatory capital; financing possible investments or acquisition; expansion of the business; and investments at the holding company level.

The prospectus supplement with respect to an offering of offered securities may identify different or additional uses for the proceeds of that offering.

Except as otherwise stated in an applicable prospectus supplement, pending the application of the net proceeds, we expect to invest the proceeds in short-term obligations.

This prospectus contains a summary of the common stock, the senior debt securities, the subordinated debt securities, the warrants, and the units that we may offer. The particular material terms of the securities offered by a prospectus supplement will be described in that prospectus supplement. If indicated in the applicable prospectus supplement, the terms of the offered securities may differ from the terms summarized below. The prospectus supplement will also contain information, where applicable, about material U.S. federal income tax considerations relating to the offered securities, and the securities exchange, if any, on which the offered securities will be listed. The descriptions herein and in the applicable prospectus supplement do not contain all of the information that you may find useful or that may be important to you. You should refer to the provisions of the actual documents whose terms are summarized herein and in the applicable prospectus supplement, because those documents, and not the summaries, define your rights as holders of the relevant securities. For more information, please review the forms of these documents, which are or will be filed with the SEC and will be available as described under the ~~Investment Advisors~~heading “Where You Can Find More Information” above.

This prospectus describes the general terms and provisions of the debt securities. When we offer to sell a particular series of debt securities, we will describe the specific terms of the securities in a supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.

We may offer senior debt securities or subordinated debt securities. The senior debt securities will be issued under an indenture, as amended or supplemented from time to time, dated as of a date prior to such issuance, between us and a trustee. We will refer to any such indenture throughout this prospectus as the “senior indenture.” Any subordinated debt securities will be issued under a separate indenture, as amended or supplemented from time to time, dated as of a date prior to such issuance, between us and the trustee. We will refer to any such indenture throughout this prospectus as the “subordinated indenture” and to a trustee under any senior or subordinated indenture as the “trustee.” The senior indenture and the subordinated indenture are sometimes collectively referred to in this prospectus as the “indentures.” The indentures will be subject to and governed by the Trust Indenture Act of ~~1940. Pursuant~~1939. We included copies of forms of the indentures as exhibits to our registration statement, of which this prospectus is a part. The following summarizes the ~~merger agreement,~~material provisions of the indentures, but may not contain all of the information that is important to you. If you would like additional information, or if you do not fully understand a term or the way we ~~issued~~use it in this prospectus, you should read the ~~1,010,808 shares~~forms of ~~common stock~~indentures and the forms of debt securities. Except as otherwise indicated, the terms of the forms of indentures are identical. As used under this caption, the term “debt securities” includes the debt securities being offered by this prospectus and all other debt securities we issue under the indentures.

Because we are a holding company, our rights and the rights of our creditors, including the holders of the debt securities offered in this prospectus, to ~~Ms. Langlois~~participate in the assets of any subsidiary during its liquidation or reorganization, will be subject to the prior claims of the subsidiary’s creditors, unless we are ourselves a creditor with recognized claims against the subsidiary. Any capital loans that we make to any of our bank subsidiaries would be subordinate in right of payment to deposits and ~~Mr. Fogarty,~~to other indebtedness of the ~~selling stockholders,~~subsidiary. Claims from creditors (other than us), on the subsidiaries, may include long-term and medium-term debt and substantial obligations related to deposit liabilities, federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings.

do not limit the amount of debt securities that we may issue;

allow us to issue debt securities in ~~exchange for~~one or more series;

do not require us to issue all of the ~~stock~~debt securities of ~~Phoenix. As~~a series at the same time;

allow us to reopen a series to issue additional debt securities without the consent of the debt security holders of such series; and

provide that the debt securities may be secured or unsecured.

Unless we give you different information in the prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness, as described under “—Subordination” and in the applicable prospectus supplement.

Each indenture provides that we may, but need not, designate more than one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may be appointed to act with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as trustees with respect to different series of debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other trustee. Except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by each trustee may be taken by each trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the applicable indenture.

The prospectus supplement for each offering will provide the following terms, where applicable:

the title of the debt securities and whether they are senior or subordinated;

the aggregate principal amount of the debt securities being offered, the aggregate principal amount of the debt securities outstanding as of the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized;

the price at which the debt securities will be issued, expressed as a percentage of the principal;

the portion of the principal payable upon declaration of acceleration of the maturity, if other than the principal amount;

the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable;

the fixed or variable interest rate or rates at which the debt securities will bear interest, if any, or the method by which the interest rate or rates is determined;

the date or dates, or the method for determining the date or dates, from which interest will accrue;

the dates on which interest will be payable;

the record dates for interest payment dates, or the method by which we will determine those dates;

the persons to whom interest will be payable;

the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;

any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security as a result of any optional redemption or accelerated payment of such debt security, or the method for determining the make-whole amount;

the place or places where the principal of, and any premium (or make-whole amount) and interest on, the debt securities will be payable;

where the debt securities may be surrendered for registration of transfer or exchange;

where notices or demands to or upon us in respect of the debt securities and the applicable indenture may be served;

the times, prices and other terms and conditions upon which we may redeem the debt securities;

any obligation we have to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision or at the option of holders of the debt securities, and the times and prices at which we must redeem, repay or purchase the debt securities as a result of such an obligation;

the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, and the manner of determining the equivalent of such foreign currency in United States dollars;

if other than denominations of $1,000 or an even multiple of $1,000, the denominations in which the debt securities will be issued;

whether the principal of, and any premium (or make-whole amount) or interest on, the debt securities of the series are to be payable, at our election or at the election of a holder, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, and other related terms and conditions;

whether the amount of payments of principal of, and any premium (or make-whole amount) or interest on, the debt securities may be determined according to an index, formula or other method and how such amounts will be determined;

if less than the principal amount of the debt securities, the portion of the principal amount of the debt securities payable upon a declaration of the acceleration of the maturity of such debt securities;

whether the debt securities will be in registered form, bearer form or both and (1) if in registered form, the person to whom any interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (2) if in bearer form, the manner in which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity;

any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms upon which securities in bearer form of the series may be exchanged for securities in registered form of the series and vice versa if permitted by applicable laws and regulations;

whether any debt securities of the series are to be issuable initially in temporary global form and whether any debt securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may or shall be required to exchange their interests for other debt securities of the series, and the manner in which interest shall be paid;

the identity of the depositary for securities in registered form, if such series are to be issuable as a global security;

the date as of which any debt securities in bearer form or in temporary global form shall be dated if other than the original issuance date of the first security of the series to be issued;

the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture;

whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities in lieu of making such a payment;

the circumstances, if any, in the applicable prospectus supplement, under which beneficial owners of interests in the global security may obtain definitive debt securities and the manner in which payments on a permanent global debt security will be made if any debt securities are issuable in temporary or permanent global form;

any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable prospectus supplement;

the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action;

any deletions from, modifications of, or additions to our events of default or covenants and any change in the right of any trustee or any of the holders to declare the principal amount of any of such debt securities due and payable; and

any other terms of such debt securities not inconsistent with the provisions of the applicable indenture.

We may issue debt securities at a discount below their principal amount and provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity of the debt securities. We will refer to any such debt securities throughout this prospectus as “original issue discount securities.” The applicable prospectus supplement will describe the federal income tax consequences and other relevant considerations applicable to original issue discount securities.

Except as described under “—Merger, Consolidation or Sale of Assets” or as may be set forth in any prospectus supplement, the debt securities will not contain any provisions that (1) would limit our ability to incur

indebtedness or (2) would afford holders of debt securities protection in the event of (a) a highly leveraged or similar transaction involving us or any of our affiliates or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets.

Neither governing law, nor our governing instruments, define the term “substantially all” as it relates to the sale of assets. Consequently, to determine whether a sale of “substantially all” of our assets has occurred, a holder of debt securities must review the financial and other information that we have disclosed to the public.

Unless we give you different information in the applicable prospectus supplement, the principal of, and any premium (or make-whole amount) and interest on, any series of the debt securities will be payable at the corporate trust office of the trustee. We will provide you with ~~another subsidiary~~the address of ~~Washington Trust Bancorp, Phoenix became~~the trustee in the applicable prospectus supplement. We may also pay interest by mailing a ~~wholly-owned subsidiary.~~check to the address of the person entitled to it as it appears in the applicable register for the debt securities or by wire transfer of funds to that person at an account maintained within the United States.

All monies that we pay to a paying agent or a trustee for the payment of the principal of, and any premium (or make-whole amount) or interest on, any debt security will be repaid to us if unclaimed at the end of two years after the obligation underlying payment becomes due and payable. After funds have been returned to us, the holder of the debt security may look only to us for payment, without payment of interest for the period we hold the funds.

Subject to the limitations imposed upon debt securities that are evidenced by a computerized entry in the records of a depository company rather than by physical delivery of a note, a holder of debt securities of any series may:

exchange them for any authorized denomination of other debt securities of the same series and of a like aggregate principal amount and kind upon surrender of such debt securities at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose; and

surrender them for registration of transfer or exchange at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose.

Every debt security surrendered for registration of transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer, and the person requesting such action must provide evidence of title and identity satisfactory to the applicable trustee or transfer agent. Payment of a service charge will not be required for any registration of transfer or exchange of any debt securities, but either the trustee or we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. If in addition to the applicable trustee, the applicable prospectus supplement refers to any transfer agent initially designated by us for any series of debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for such series. We ~~then caused Phoenix~~may at any time designate additional transfer agents for any series of debt securities.

issue, register the transfer of, or exchange debt securities of any series during a period beginning at the opening of business 15 days before the day that the notice of redemption of any debt securities selected for redemption is mailed and ending at the close of business on the day of such mailing;

register the transfer of or exchange any debt security, or portion thereof, so selected for redemption, in whole or in part, except the unredeemed portion of any debt security being redeemed in part; or

issue, register the transfer of or exchange any debt security that has been surrendered for repayment at the option of the holder, except the portion, if any, of such debt security not to ~~liquidate,~~be so repaid.

The indentures provide that we may, without the consent of the holders of any outstanding debt securities, (1) consolidate with, (2) sell, lease or convey all or substantially all of our assets to, or (3) merge with or into, any other entity provided that:

either we are the continuing entity, or the successor entity, if other than us, assumes the obligations (A) to pay the principal of, and any premium (or make-whole amount) and interest on, all of the debt securities and (B) to duly perform and observe all of the covenants and conditions contained in each indenture;

after giving effect to the transaction, there is no event of default under the indentures and no event which, after notice or the lapse of time, or both, would become such an event of default, occurs and continues; and

an officers’ certificate and legal opinion covering such conditions are delivered to each applicable trustee.

Below is a summary of certain covenants we are required to observe under the indentures.

Payment of Principal, Premium and Interest. The indentures require us, with respect to each series of debt securities, to duly and punctually pay the principal of (and premium or make-whole amounts, if any) and interest on the debt securities of that series in accordance with the terms of the debt securities and the applicable indenture.

Existence. Except as permitted under “—Merger, Consolidation or Sale of Assets,” the indentures require us to do or cause to be done all things necessary to preserve and keep in full force and effect our existence, rights and franchises. However, the indentures do not require us to preserve any right or franchise if we determine that any right or franchise is no longer desirable in the conduct of our business.

Payment of Taxes and Other Claims. The indentures require us to pay, discharge or cause to be paid or discharged, before they become delinquent (1) all taxes, assessments and governmental charges levied or imposed on us, our subsidiaries or our subsidiaries’ income, profits or property, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property or the property of our subsidiaries. However, we will not be required to pay, discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

Provision of Financial Information. The indentures require us to file with the trustee, within 15 days of each of the respective dates by which we file with the SEC, copies of the annual reports, quarterly reports, documents and other reports which the we may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act.

Additional Covenants. The indentures include certain other covenants, including covenants requiring us to maintain our property in good condition and hold money for payment on the debt securities in trust for holders under certain circumstances. Additionally, the applicable prospectus supplement will set forth any other covenants applicable to us under any series of debt securities.

Unless the applicable prospectus supplement states otherwise, when we refer to “events of default” as defined in the indentures with respect to any series of debt securities, we mean:

default in the payment of any installment of interest on any debt security of such series continuing for 30 days;

default in the payment of principal of (or any premium or make-whole amount, if any, on) any debt security of such series at its ~~assets~~maturity;

default in deposit of any sinking fund payment as required for any debt security of such series;

default in the performance or breach of any of our covenants or warranties contained in the applicable indenture continuing for 60 days after written notice to us as provided in the applicable indenture;

a default under any indenture or instrument under which there may be issued, secured or evidenced any existing or later created indebtedness for money we or any of our subsidiaries borrowed in an aggregate principal amount outstanding of at least $30,000,000, if the default results in the indebtedness becoming or being declared due and liabilities were transferred to The Washington Trust Company, which currently operates this business as a division of The Washington Trust Company. The acquisition of Phoenix was a tax-free reorganization accounted for as a pooling of interests. On the acquisition date, Phoenix had assets of approximately $560,000 and shareholders' equity of approximately $560,000. Phoenix was a cash basis S-Corporation for tax purposes. All of its liabilities were paidpayable prior to the ~~acquisition closing for tax management purposes. As~~date it otherwise would have, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within 30 days after notice to us specifying such default;

bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of us or our significant subsidiary; and

any other event of default provided with respect to a particular series of debt securities.

When we use the term “significant subsidiary,” we refer to the meaning ascribed to such term in Rule 1-02 of Regulation S-X promulgated under the Securities Act.

If an event of default occurs and is continuing with respect to debt securities of any series outstanding, then the applicable trustee or the holders of 25% or more in principal amount of the ~~acquisition date,~~outstanding debt securities of that series will have the ~~assets~~right to declare the principal amount of ~~Phoenix consisted primarily~~all the debt securities of ~~uncollected fee revenue. The Washington Trust Company The Washington Trust Company was originally chartered~~that series to be due and payable immediately. If the debt securities of that series are original issue discount securities or indexed securities, then the applicable trustee or the holders of 25% or more in 1800 as the Washington Bank and is the oldest banking institution headquartered in its market area. Its current corporate charter dates to 1902. The bank provides a broad range of financial services, including: Residential mortgages Commercial and consumer demand deposits Commercial loans Savings, NOW and money market deposits Construction loans Certificates of deposit Consumer installment loans Retirement accounts Home equity lines of credit Cash management services VISA and Mastercard accounts Safe deposit boxes Merchant credit card services Trust and investment management services Automated teller machines (ATMs) Telephone banking services ATMs are located throughout the bank's market area. The bank is a member of various ATM networks. Data processing for mostprincipal amount of the ~~bank's deposit~~outstanding debt securities of that series will have the right to declare the portion of the principal amount as may be specified in the terms thereof to be due and ~~loan accounts~~payable. However, at any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the applicable trustee, the holders of at least a majority in principal amount of outstanding debt securities of such series or of all debt securities then outstanding under the applicable indenture may rescind and annul such declaration and its consequences if:

we have paid or deposited with the applicable trustee all required payments of the principal, any premium (or make-whole amount), and interest, plus applicable fees, expenses, disbursements and advances of the applicable trustee; and

all events of default, other ~~applications~~than the non-payment of accelerated principal, or a specified portion thereof, and any premium (or make-whole amount), have been cured or waived.

The indentures also provide that the holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under the applicable indenture may on behalf of all holders waive any past default with respect to such series and its consequences, except a default:

in the payment of the principal, any premium (or make-whole amount) or interest; or

in respect of a covenant or provision contained in the applicable indenture that cannot be modified or amended without the consent of the holder of the outstanding debt security that is ~~conducted internally using owned equipment. Application software is primarily obtained through purchase~~affected by the default; or ~~licensing agreements.~~

in respect of a covenant or provision for the benefit or protection of the trustee, without its express written consent.

The ~~bank provides fiduciary services~~indentures require each trustee to give notice to the holders of debt securities within 90 days of a default unless such default has been cured or waived. However, the trustee may withhold notice if specified responsible officers of such trustee consider such withholding to be in the interest of the holders of debt securities. The trustee may not withhold notice of a default in the payment of principal, any premium or interest on any debt security of such series or in the payment of any sinking fund installment in respect of any debt security of such series.

The indentures provide that holders of debt securities of any series may not institute any proceedings, judicial or otherwise, with respect to such indenture or for any remedy under the indenture, unless the trustee fails to act for a period of 60 days after the trustee has received a written request to institute proceedings in respect of an event of default from the holders of 25% or more in principal amount of the outstanding debt securities of such series, as ~~trustee under wills~~well as an offer of indemnity reasonably satisfactory to the trustee. However, this provision will not prevent any holder of debt securities from instituting suit for the enforcement of payment of the principal of, and ~~trust agreements, as executor or administrator~~any premium (or make-whole amount) and interest on, such debt securities at the respective due dates thereof.

The indentures provide that, subject to provisions in each indenture relating to its duties in the case of ~~estates, as~~ a ~~provider of agency and custodial investment services to individuals and institutions, and as~~default, a trustee has no obligation to exercise any of its rights or powers at the request or direction of any holders of any series of debt securities then outstanding under the indenture, unless the holders have offered to the trustee reasonable security or indemnity. The holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under an indenture shall have the right to direct the time, method and place of conducting any proceeding for ~~employee~~any remedy available to the applicable trustee, or of exercising any trust or power conferred upon such trustee. However, a trustee may refuse to follow any direction which:

is in conflict with any law or the applicable indenture;

may involve the trustee in personal liability; or

may be unduly prejudicial to the holders of debt securities of the series not joining the proceeding.

Within 120 days after the close of each fiscal year, we will be required to deliver to each trustee a certificate, signed by one of our several specified officers stating whether or not that officer has knowledge of any default under the applicable indenture. If the officer has knowledge of any default, the notice must specify the nature and status of the default.

We may modify and amend the indentures only with the consent of the affected holders of at least a majority in principal amount of all outstanding debt securities issued under the applicable indenture. However, no such modification or amendment may, without the consent of the holders of the debt securities affected by the modification or amendment:

change the stated maturity of the principal of, or any premium (or make-whole amount) on, or any installment of principal of or interest on, any such debt security;

reduce the principal amount of, the rate or amount of interest on or any premium (or make-whole amount) payable on redemption of any such debt security;

reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any such debt security;

change the place of payment or the coin or currency for payment of principal of, or any premium (or make-whole amount) or interest on, any such debt security;

impair the right to institute suit for the enforcement of any payment on or with respect to any such debt security;

reduce the percentage in principal amount of any outstanding debt securities necessary to modify or amend the applicable indenture with respect to such debt securities, to waive compliance with particular provisions thereof or defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in the applicable indenture; or

modify any of the foregoing provisions or any of the provisions relating to the waiver of particular past defaults or covenants, except to increase the required percentage to effect such action or to provide that some of the other provisions may not be modified or waived without the consent of the holder of such debt security.

The holders of a majority in aggregate principal amount of the outstanding debt securities of each series may, on behalf of all holders of debt securities of that series, waive, insofar as that series is concerned, our compliance with material restrictive covenants of the applicable indenture.

We and the trustee may make modifications and amendments of an indenture without the consent of any holder of debt securities for any of the following purposes:

to evidence the succession of another person to us as obligor under such indenture;

to add to our covenants for the benefit ~~plans. As~~ of ~~June 30, 2000,~~ the ~~market value~~holders of ~~total trust assets was approximately $1.014 billion. As~~all or any series of ~~June 26, 2000, Phoenix had assets under management~~debt securities or to surrender any right or power conferred upon us in such indenture;

to add events of ~~approximately $750 million. The bank's primary source~~default for the benefit of ~~income is net interest income,~~ the ~~difference between interest earned on interest-earning assets and interest paid on interest-bearing deposits and other borrowed funds. Sources~~holders of ~~noninterest income include fees~~all or any series of debt securities;

to change or eliminate any provisions of an indenture, provided that any such change or elimination shall become effective only when there are no debt securities outstanding of any series created prior thereto which are entitled to the benefit of such provision;

to secure the debt securities;

to establish the form or terms of debt securities of any series;

to provide for management of customer investment portfolios, trusts and estates, service charges on deposit accounts, gains on sales of loans, merchant processing fees and other banking-related fees. Noninterest expenses include the provision for loan losses, salaries and employee benefits, occupancy, equipment, office supplies, merchant processing, advertising and promotion and other administrative expenses. The bank offers a wide range of banking products and services, including the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under an indenture by more than one trustee;

to cure any ambiguity, defect or inconsistency in an indenture, provided that such action shall not adversely affect the interests of holders of debt securities of any series issued under such indenture;

to supplement any of the provisions of an indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of such debt securities, provided that such action shall not adversely affect the interests of the holders of the outstanding debt securities of any series; and

to make provisions with respect to holders’ rights of conversion with respect to any series of debt securities.

The indentures provide that in determining whether the holders of the requisite principal amount of outstanding debt securities of a series have given any request, demand, ~~savings,~~authorization, direction, notice, consent or waiver under the indentures or whether a quorum is present at a meeting of holders of debt securities:

the principal amount of an original issue discount security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon declaration of acceleration of the maturity thereof;

the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the United States dollar equivalent, determined on the issue date for such debt security, of the principal amount or, in the case of an original issue discount security, the United States dollar equivalent on the issue date of such debt security of the amount determined as provided in the preceding bullet point;

the principal amount of an indexed security that shall be deemed outstanding shall be the principal face amount of such indexed security at original issuance, unless otherwise provided for such indexed security under such indenture; and

debt securities owned by us or any other obligor upon the debt securities or by any affiliate of ours or of such other obligor shall be disregarded.

The indentures contain provisions for convening meetings of the holders of debt securities of a series. A meeting will be permitted to be called at any time ~~deposits. As~~by the applicable trustee, and also, upon request, by us or the holders of ~~September 30, 2000, total interest-bearing deposits~~at least 25% in principal amount of the outstanding debt securities of such series, in any such case upon notice given as provided in such indenture. Except for any consent that must be given by the holder of each debt security affected by the modifications and ~~noninterest-bearing demand deposits amounted~~amendments of an indenture described above, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present may be adopted by the affirmative vote of the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series represented at such meeting.

Notwithstanding the preceding paragraph, except as referred to ~~approximately $611 million and $124 million, respectively. Commercial loans, including those secured by commercial real estate, and others made~~above, any resolution relating to a ~~variety~~request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of ~~individuals and businesses, including retail concerns, sole proprietorships, small businesses and larger corporations, totaled approximately 39.7%~~a specified percentage, which is less than a majority, of the ~~bank's total loans~~aggregate principal amount of the outstanding debt securities of a series may be adopted at ~~September 30, 2000. Residential real estate loans, primarily consisting~~a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of ~~loans secured~~such specified percentage.

Any resolution passed or decision taken at any properly held meeting of holders of debt securities of any series will be binding on all holders of such series. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the outstanding debt securities of a series. However, if any action is to be taken relating to a consent or waiver which may be given by the holders of at least a specified percentage in principal amount of the outstanding debt securities of a series, the persons holding such percentage will constitute a quorum.

Notwithstanding the foregoing provisions, the indentures provide that if any action is to be taken at a meeting with respect to any request, demand, authorization, direction, notice, consent, waiver and other action that such indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding debt securities affected by such action, or of the holders of such series and one or more additional series:

there shall be no minimum quorum requirement for such meeting; and

the principal amount of the outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under such indenture.

Unless otherwise indicated in the applicable prospectus supplement, the indentures allow us to ~~four family residential mortgages~~discharge our obligations to holders of any series of debt securities issued under any indenture when:

either (1) all securities of such series have already been delivered to the applicable trustee for cancellation; or (2) all securities of such series have not already been delivered to the applicable trustee

for cancellation but (a) have become due and payable, (b) will become due and payable within one year, or (c) if redeemable at our option, are to be redeemed within one year, and we have irrevocably deposited with the applicable trustee, in trust, funds in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable, an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal and any premium (or make-whole amount) and interest to the date of such deposit if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date;

we have paid or caused to be paid all other sums payable; and ~~including homeowner construction, comprised approximately 42.7%~~

we have delivered to the trustee an officers’ certificate and an opinion of ~~total loans outstanding~~counsel stating that the conditions to discharging the debt securities have been satisfied.

Unless otherwise indicated in the applicable prospectus supplement, the indentures provide that, upon our irrevocable deposit with the applicable trustee, in trust, of an amount, in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable at ~~September 30, 2000. Consumer loans outstanding~~stated maturity, or government obligations, or both, applicable to such debt securities, which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of, and any premium (or make-whole amount) and interest on, such debt securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor, we may elect either:

to defease and be discharged from any and all obligations with respect to such debt securities; or

to be released from our obligations with respect to such debt securities under the applicable indenture or, if provided in the applicable prospectus supplement, our obligations with respect to any other covenant, and any omission to comply with such obligations shall not constitute an event of default with respect to such debt securities.

Notwithstanding the above, we may not elect to defease and be discharged from the obligation to pay any additional amounts upon the occurrence of particular events of tax, assessment or governmental charge with respect to payments on such debt securities and the obligations to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of such debt securities, or to hold monies for payment in trust.

The indentures only permit us to establish the trust described in the paragraph above if, among other things, we have delivered to the applicable trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at ~~September 30, 2000, including home equity loans~~the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of defeasance, will be required to refer to and lines of credit, auto loans, installment loans and revolving lines of credit, comprised approximately 17.6% of total loans. The bank's lending activities are conducted primarily in southern Rhode Island and southeastern Connecticut. The bank provides a variety of commercial and retail lending products. The bank generally underwrites its residential mortgagesbe based upon ~~secondary market standards. Loans~~a ruling received from or published by the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the indenture. In the event of such defeasance, the holders of such debt securities would be able to look only to such trust fund for payment of principal, any premium (or make-whole amount), and interest.

direct obligations of the United States or the government that issued the foreign currency in which the debt securities of a particular series are ~~originated both~~payable, for ~~sale~~the payment of which its full faith and credit is pledged; or

obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States or other government that issued the foreign currency in which the debt securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government, which are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank or trust

company as custodian with respect to any such government obligation or a specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depositary receipt. However, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depositary receipt.

Unless otherwise provided in the ~~secondary market as well as for portfolio. Most secondary market loans are sold~~applicable prospectus supplement, if after we have deposited funds and/or government obligations to effect defeasance or covenant defeasance with ~~servicing retained. Washington Trust Bancorp, Inc.~~respect to debt securities of any series, (a) the holder of a debt security of such series is entitled to, and The Washington Trust Company operate in a highly regulated industry. Accordingly, Washington Trust and the bank are subject to the supervision, examination and reporting requirements of various federal and state regulatory authorities. Registration Rights of the Selling Stockholders We are registering the shares to be sold in this offering to fulfill our obligationsdoes, elect under the terms of the ~~merger agreement. Under~~applicable indenture or the ~~merger agreement,~~terms of such debt security to receive payment in a currency, currency unit or composite currency other than that in which such deposit has been made in respect of such debt security, or (b) a conversion event occurs in respect of the currency, currency unit or composite currency in which such deposit has been made, the indebtedness represented by such debt security will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of, and premium (or make-whole amount) and interest on, such debt security as they become due out of the proceeds yielded by converting the amount so deposited in respect of such debt security into the currency, currency unit or composite currency in which such debt security becomes payable as a result of such election or such cessation of usage based on the applicable market exchange rate.

When we ~~must, among~~use the term “conversion event,” we mean no longer using:

a currency, currency unit or composite currency both by the government of the country that issued such currency and for the settlement of transactions by a central bank or other ~~things, use our commercially reasonable efforts~~public institutions of or within the international banking community;

the European Currency Unit both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities; or

any currency unit or composite currency other than the European Currency Unit for the purposes for which it was established.

Unless otherwise provided in the applicable prospectus supplement, all payments of principal of, and any premium (or make-whole amount) and interest on, any debt security that is payable in a foreign currency that ceases to ~~cause~~be used by its government of issuance shall be made in United States dollars.

In the ~~registration statement~~event that (a) we effect covenant defeasance with respect to ~~become effective as soon as possible. We also must keep~~any debt securities and (b) such debt securities are declared due and payable because of the ~~registration statement continuously effective until~~occurrence of any event of default, the ~~earlier~~amount in such currency, currency unit or composite currency in which such debt securities are payable, and government obligations on deposit with the applicable trustee, will be sufficient to pay amounts due on such debt securities at the time of otheir stated maturity but may not be sufficient to pay amounts due on such debt securities at the ~~date on~~time of the acceleration resulting from such event of default. However, we would remain liable to make payments of such amounts due at the time of acceleration.

The applicable prospectus supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to the debt securities of or within a particular series.

The terms and conditions, if any, upon which the ~~selling stockholders no longer hold~~debt securities are convertible into common stock will be set forth in the applicable prospectus supplement. The terms will include our obligation, if any, to permit the conversion of the debt securities of such series into our common stock and the terms and conditions upon which such conversion shall be effected (including, the initial conversion price or rate, the conversion period, any

adjustment of the applicable conversion price, any applicable limitations on the ownership or transferability of common stock receivable on conversion, and any requirements relative to the reservation of such shares for purposes of conversion.

Unless otherwise provided in the applicable prospectus supplement, the holder of debt securities convertible into our common stock will have the right, exercisable at any time during the time period specified in the prospectus supplement, unless previously redeemed, to convert convertible debt securities into shares of common stock ~~covered~~as specified in the prospectus supplement, at the conversion rate per principal amount set forth in the prospectus supplement. In the case of convertible debt securities called for redemption, conversion rights will expire at the close of business on the business day immediately preceding the redemption date, unless we default in making the payment due upon redemption, in which case such conversion right shall terminate on the date we cure such default.

Unless otherwise provided in the applicable prospectus supplement, for each series of convertible debt securities, the conversion price will be subject to adjustments as a result of:

the payment or making of a dividend or distribution on our common stock exclusively in common stock or on any other class of capital stock, which dividend or distribution includes common stock of our company;

the issuance to all holders of common stock of rights or warrants entitling holders to subscribe for or purchase shares of common stock at a price per share less than the current market price per share;

subdivisions and combinations of common stock; and

the distribution to all holders of common stock of:

evidences of our indebtedness;

shares of our capital stock other than common stock or assets other than cash dividends paid from current or retained earnings; or

certain other subscription rights or warrants other than those referred to above.

In any event, no adjustment of the conversion price will be required unless an adjustment would require a cumulative increase or decrease of at least 1% in such price. We will not issue any fractional shares of common stock upon conversion, but instead, we will pay a cash adjustment.

Unless otherwise provided in the applicable prospectus supplement, subordinated securities will be subject to the following subordination provisions.

Upon any distribution to our creditors in a liquidation, dissolution or reorganization, the payment of the principal of and interest on any subordinated securities will be subordinated to the extent provided in the applicable indenture in right of payment to the prior payment in full of all senior debt. However, our obligation to make payments of the principal of and interest on such subordinated securities otherwise will not be affected. No payment of principal or interest will be permitted to be made on subordinated securities at any time if a default on senior debt exists that permits the holders of such senior debt to accelerate its maturity and the default is the subject of judicial proceedings or we receive notice of the default. After all senior debt is paid in full and until the subordinated securities are paid in full, holders of subordinated securities will be subrogated to the rights of holders of senior debt to the extent that distributions otherwise payable to holders of subordinated securities have been applied to the payment of senior debt. The subordinated indenture will not restrict the amount of senior debt or other indebtedness of us and our subsidiaries. As a result of these subordination provisions, in the event of a distribution of assets upon insolvency, holders of subordinated securities may recover less, ratably, than our general creditors.

The term “senior debt” will be defined in the applicable indenture as the principal of and interest on, or substantially similar payments to be made by us in respect of, other outstanding indebtedness, whether outstanding at the date of execution of the applicable indenture or subsequently incurred, created or assumed. The prospectus supplement may include a description of additional terms implementing the subordination feature.

No restrictions will be included in any indenture relating to subordinated securities upon the creation of additional senior debt.

If this prospectus is being delivered in connection with the offering of a series of subordinated securities, the accompanying prospectus supplement or ~~o one year after~~ the ~~date~~information incorporated in this prospectus by reference will set forth the approximate amount of senior debt outstanding as of the end of our most recent fiscal quarter.

The following is a description of the material terms and provisions of our common stock. It may not contain all the information that is important to you. Therefore, you should read our articles of incorporation and by-laws that have been filed with the SEC.

Under our articles of incorporation, we have authority, without further shareholder action, to issue up to 60,000,000 shares of common stock, $0.0625 par value per share.

Our common stock is listed on the NASDAQ Global Market under the symbol “WASH.”

We may issue common stock from time to time. Our Board of Directors must approve the amount of stock we sell and the price for which ~~shares~~it is sold. Holders of our common stock ~~were issued~~do not have any preferential rights or preemptive rights to buy or subscribe for capital stock or other securities that we may issue. Our common stock does not have any redemption or sinking fund provisions or any conversions rights.

Holders of our common stock are entitled to receive dividends if, as and when declared by our board of directors out of any funds legally available for dividends.

Except as otherwise required by law and except as provided by the terms of any other class or series of stock, holders of our common stock have the exclusive power to vote on all matters presented to our shareholders, including the election of directors. Holders of our common stock are entitled to one vote per share. They elect our Board of Directors and act on other matters as are required to be presented to them under Rhode Island law or as are otherwise presented to them by the Board of Directors. There is no cumulative voting in the election of our directors.

All matters to be voted on by shareholders, other than the election of directors, must be approved by a majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present. In elections of directors, a plurality voting standard will apply.

Holders of our common stock are entitled, upon our liquidation, and after claims of creditors at the time of liquidation, to receive pro rata the Corporation’s net assets.

The Bank Holding Company Act of 1956, as amended, or the “BHCA,” requires any “bank holding company,” as defined in the BHCA, to obtain the approval of the Federal Reserve prior to the ~~selling stockholders. We have agreed~~acquisition of more than 5% of our common stock. Any person, other than a bank holding company, is required to ~~bear all expenses of registering the sale~~obtain prior approval of the Federal Reserve to acquire 10% or more of our common stock under the Change in Bank Control Act. Any holder of 25% or more of our common stock, or a holder of 5% or more if such holder otherwise

exercises a “controlling influence” over the Corporation, may be subject to regulation as a bank holding company under the Bank Holding Company Act. In addition, Rhode Island law requires the prior approval of the Superintendent of the Rhode Island Department of Business Regulation, Banking Regulation Division for (i) the acquisition of more than 5% of the voting shares of a Rhode Island financial institution or Rhode Island Bank or any financial institution holding company that controls a Rhode Island financial institution or Rhode Island bank by certain banking entities, or (iii) the acquisition by a Rhode Island financial institution or Rhode Island bank or a Rhode Island financial institution holding company of more than 5% of the voting shares of a financial institution or a foreign bank.

The transfer agent and registrar for our common stock is American Stock Transfer and Trust Company, LLC.

We may issue warrants for the purchase of common stock ~~received~~and debt securities. Warrants may be issued separately or together with common stock or debt securities offered by ~~the selling stockholders~~any prospectus supplement and may be attached to or separate from such common stock or debt securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust corporation, as warrant agent, all as set forth in the ~~acquisition of Phoenix other than underwriting discounts and commissions, stock transfer taxes or fees and expenses of legal, tax and other counsel or advisors~~prospectus supplement relating to the ~~stockholders.~~particular issue of offered warrants. The ~~Selling Stockholders All~~warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. Copies of the ~~shares~~forms of ~~common stock~~warrant agreements, including the forms of warrant certificates representing the warrants, will be filed as exhibits to a document incorporated by reference in the registration statement of which this prospectus forms a part.

This section describes the general terms and provisions of the warrants offered by this prospectus. The applicable prospectus ~~were~~supplement will describe the specific terms of any issuance of warrants. You should read the particular terms of any warrants we offer in any prospectus supplement, together with the more detailed form of warrant agreement and the form of warrant certificate. The prospectus supplement also will state whether any of the terms summarized below do not apply to the warrants being offered.

The applicable prospectus supplement will describe the terms of the warrants and applicable warrant agreement, including the following, where applicable:

the title of the warrants;

the offering price for the warrants, if any;

the aggregate number of warrants offered and the aggregate number of warrants outstanding as of the most practicable date;

the designation and terms of the debt securities or common stock, if any, purchasable upon exercise of the warrants;

the designation and terms of the debt securities or common stock, if any, with which the warrants are issued and the number of warrants issued with each of these securities;

the date after which the warrants and any debt securities or common stock, if any, issued with the warrants will be separately transferable;

the principal amount of debt securities purchasable upon exercise of a warrant and the purchase price;

the dates on which the right to ~~Ms. Langlois~~exercise the warrants begins and ~~Mr. Fogarty, who were~~ expires;

the ~~two stockholders~~minimum or maximum amount of ~~Phoenix,~~the warrants that may be exercised at any one time;

whether the warrants represented by warrant certificates or debt securities that may be issued upon exercise of the warrants will be issued in registered or bearer form;

information with respect to any book-entry procedures;

the currency, currencies or currency units in which the offering price, if any, and the exercise price are payable;

a discussion of certain United States federal income tax considerations;

any anti-dilution provisions of the warrants;

any redemption or call provisions applicable to the warrants;

whether the warrants are to be sold separately or with other securities as parts of units; and

any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit may also include debt obligations of third parties, such as U.S. Treasury securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The prospectus supplement will describe:

the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately;

a description of the terms of any unit agreement governing the units;

a description of the provisions for the payment, settlement, transfer or exchange of the units; and

whether the units will be issued in fully registered or global form.

The descriptions of the units and any applicable underlying security or pledge or depository arrangements in this prospectus and in any prospectus supplement are summaries of the material provisions of the applicable agreements. These descriptions do not restate those agreements in their entirety and do not contain all of the information that you may find useful or that may be important to you. You should refer to the provisions of the applicable agreements because they, and not the summaries, define your rights as holders of the units. We will make copies of the relevant agreements available as described under the heading “Where You Can Find More Information” below.

directly to investors, including through a specific bidding, auction or other process;

to investors through agents;

to or through brokers or dealers;

to the public through underwriting syndicates led by one or more managing underwriters;

to one or more underwriters acting alone for resale to investors or to the public; and

through a combination of any such methods of sale.

Our common stock may be issued upon conversion of debt securities or in exchange for our debt securities. Securities may also be issued upon exercise of warrants. We reserve the right to sell securities directly to investors on their own behalf in those jurisdictions where they are authorized to do so.

If we sell securities to a dealer acting as principal, the dealer may resell such securities at varying prices to be determined by such dealer in its discretion at the time of resale without consulting with us and such resale prices may not be disclosed in the applicable prospectus supplement.

Any underwritten offering may be on a best efforts or a firm commitment basis. We may also offer securities through subscription rights distributed to our shareholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to shareholders, if all of the ~~outstanding capital stock~~underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of ~~Phoenix in a transaction exempt under Regulation D from~~one or more underwriters, dealers or agents, including standby underwriters, to sell the ~~registration requirements~~unsubscribed securities to third parties.

Sales of the Securities Act of 1933. The offer and sale of the common stock offered in this prospectus is being registered pursuant to the registration rights granted to Ms. Langlois and Mr. Fogarty in connection with our acquisition of Phoenix. Ms. Langlois and Mr. Fogarty are officers of the division of The Washington Trust Company that operates the investment management business formerly operated by Phoenix. The following table sets forth names of the selling stockholders, the number of shares of common stock beneficially owned by each selling stockholder as of December 5, 2000, and the maximum number of shares of common stock thatsecurities may be ~~offered~~effected from time to time ~~under this prospectus by each of them. Because each selling stockholder may sell~~in one or otherwise transfer less than all their shares of common stock pursuant to this prospectus, we cannot estimate the number of shares of common stock that will be held by such selling shareholder after this offering. Common Stock Beneficially Owned as of Common Stock Name December 5, 2000 Offered by this Prospectus Marie L. Langlois 505,404 505,404 Gerald J. Fogarty, Jr. 505,404 505,404 Plan of Distribution Ms. Langlois and Mr. Fogarty may offer and sell the shares of common stock offered by this prospectus from time to time on any stock exchangemore transactions, including negotiated transactions:

at a fixed price or ~~automated interdealer quotation system on~~prices, which ~~the common stock is listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that~~ may be ~~changed,~~ changed;

at market prices prevailing at the time of ~~sale,~~ sale;

at prices related to prevailing market prices; or

at negotiated prices.

Any of the prices may represent a discount from the then prevailing market prices.

In the sale of the securities, underwriters or ~~at prices otherwise negotiated. In addition to Ms. Langlois~~agents may receive compensation from us in the form of underwriting discounts or commissions and ~~Mr. Fogarty, this prospectus may be used by their pledgees, donees, transferees, or any of their successors in interest to offer and sell shares~~ ~~received from Ms. Langlois or Mr. Fogarty as a gift or other non-sale-related transfer after the date of this prospectus (all of whom~~ may also ~~be selling stockholders under this prospectus). The selling stockholders~~receive compensation from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the ~~common stock by one~~securities to or more of the following methods described in this prospectus, which may include without limitation the following: o block trades in which the broker or dealer so engaged will attempt to sell the common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction; o purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; o an exchange distribution in accordance with the rules of any stock exchange on which the common stock is listed; o ordinary brokerage transactions and transactions in which the broker solicits purchases; o privately negotiated transactions; o short sales; o through the writing of options on the common stock, whether or the options are listed on an options exchange; o one or more underwritten offerings on a firm commitment or best efforts basis; and o any combination of any of these methods of sale. The selling stockholders may also transfer the common stock by gift. We do not know of any arrangements by the selling stockholders for the sale of any of the common stock. The selling stockholders may engage brokers and dealers, and ~~any brokers or~~such dealers may arrange for other brokers or dealers to participate in effecting sales of the common stock. These brokers, dealers or underwriters may act as principals, or as an agent of a selling stockholder. Broker-dealers may agree with a selling stockholder to sell a specified number of shares of the common stock at a stipulated price per security. If the broker-dealer is unable to sell the shares of common stock acting as agent for a selling stockholder, it may purchase as principal any unsold common stock at the stipulated price. Broker-dealers who acquire shares of common stock as principals may thereafter resell the common stock from time to time in transactions in any stock exchange or automated interdealer quotation system on which the common stock is then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. The selling stockholders may also sell the common stock in accordance with Rule 144 under the Securities Act of 1933 rather than pursuant to this prospectus, regardless of whether the common stock is covered by this prospectus. From time to time, one or more of the selling stockholders may pledge, hypothecate or grant a security interest in some or all of the shares of common stock owned by them. The pledgees, secured parties or persons to whom the common stock have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling stockholders. The number of a selling stockholder's shares of common stock offered under this prospectus will decrease as and when it takes such actions. The plan of distribution for that selling stockholder's common stock will otherwise remain unchanged. In addition, a selling stockholder may, from time to time, sell shares of the common stock short, and, in those instances, this prospectus may be delivered in connection with the short sales and the common stock offered under this prospectus may be used to cover short sales. To the extent required under the Securities Act of 1933, the aggregate number of a selling stockholders' shares of common stock being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the common stock may receive compensation in the form of ~~underwriting~~ discounts, concessions or commissions ~~or fees~~ from ~~a selling stockholder~~the underwriters and/or commissions from the purchasers ~~of a selling stockholders' common stock~~ for whom they may act ~~(which compensation~~ as agents. Discounts, concessions and commissions may be changed from time to ~~a particular broker-dealer might be in excess of customary commissions). The selling stockholders~~time. Dealers and ~~any underwriters, brokers, dealers or~~ agents that participate in the distribution of the ~~common stock~~securities may be deemed to be ~~"underwriters" within the meaning of~~underwriters under the Securities Act, ~~of 1933,~~ and any discounts, concessions or commissions ~~or fees received by them~~they receive from us and any profit on the resale of ~~the common stock sold by them~~securities they realize may be deemed to be underwriting compensation under applicable federal and state securities laws.

identify any such underwriter, dealer or agent;

describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by each such underwriter or agent and ~~commissions. A selling stockholder~~in the aggregate by all underwriters and agents;

describe any discounts, concessions or commissions allowed by underwriters to participating dealers;

identify the amounts underwritten; and

identify the nature of the underwriter’s or underwriters’ obligation to take the securities.

Unless otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market, other than shares of our common stock, which are listed on NASDAQ. Any common stock sold pursuant to a prospectus supplement will be listed on NASDAQ, subject to official notice of issuance. We may elect to list any series of debt securities on an exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any offered securities.

We may enter into ~~hedging~~derivative transactions with broker-dealers and the broker-dealers may engage in short sales of the common stock in the course of hedging the positions they assume with that selling stockholder, including, without limitation, in connection with distributions of the common stock by those broker-dealers. A selling stockholder may enter into optionthird parties, or ~~other transactions with broker-dealers that involve the delivery of the shares of common stock offered~~sell securities not covered by this prospectus to third parties in privately negotiated transactions. If disclosed in the ~~broker-dealers, who~~applicable prospectus supplement, in connection with those derivative transactions third parties may ~~then resell or otherwise transfer those shares of common stock. A selling stockholder may also loan or pledge the common stock offered~~sell securities covered by this prospectus and such prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or from others to ~~a broker-dealer~~settle those short sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivative transactions to close out any related open borrowings of securities. If the ~~broker-dealer~~third party is or may ~~sell~~be deemed to be an underwriter under the common stock offered by this prospectus so loaned or upon a default may sell or otherwise transfer the pledged common stock offered by this prospectus. The selling stockholders and other persons participatingSecurities Act, it will be identified in the ~~sale or~~applicable prospectus supplements.

Until the distribution of the ~~common stock will be subject to applicable provisions~~securities is completed, rules of the ~~Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M. This regulation~~SEC may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other person. The anti-manipulation rules under the Securities Exchange Act of 1934 may apply to sales of common stock in the market and to the activities of the selling stockholders and their affiliates. Furthermore, Regulation M may restrict the ability of any ~~person engaged~~underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.

Underwriters may engage in overallotment. If any underwriters create a short position in the securities in an offering in which they sell more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open market.

The lead underwriters may also impose a penalty bid on other underwriters and selling group members participating in an offering. This means that if the lead underwriters purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of any selling concession from the underwriters and selling group members who sold those securities as part of the offering.

In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security before the distribution is completed.

We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of the ~~common stock to engage in market-making activities with respect to the particular shares of common stock being distributed for a period of up to five business days~~ before the distribution. These restrictions may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the common stock. We have agreed to indemnify in certain circumstances the selling stockholders and any brokers, dealers and agents whosecurities may be ~~deemed~~entitled to ~~be underwriters, if any, of the shares of common stock covered~~indemnification by ~~the registration statement,~~us against or contribution towards certain civil liabilities, including liabilities under the ~~Securities Act~~applicable securities laws.

Underwriters, dealers and agents may engage in transactions with us, perform services for us or be our tenants in the ordinary course of ~~1933.~~business.

If indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but will in all cases be subject to our approval. The ~~selling stockholders have agreed~~obligations of any purchaser under any such contract will be subject to ~~indemnify us in certain circumstances against certain liabilities, including liabilities~~the conditions that (a) the purchase of the securities shall not at the time of delivery be prohibited under the ~~Securities Act~~laws of ~~1933.~~any jurisdiction in the United States to which the purchaser is subject, and (b) if the securities are being sold to underwriters, we shall have sold to the underwriters the total amount of the securities less the amount thereof covered by the contracts. The ~~shares~~underwriters and such other agents will not have any responsibility in respect of ~~common stock~~the validity or performance of such contracts.

To comply with applicable state securities laws, the securities offered by this prospectus ~~were originally issued to~~will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the ~~selling stockholders pursuant to~~applicable state or an exemption from the registration ~~requirements~~or qualification requirement is available and is complied with.

Underwriters, dealers or agents that participate in the offer of securities, or their affiliates or associates, may have engaged or engage in transactions with and perform services for us or our affiliates in the ordinary course of business for which they may have received or receive customary fees and reimbursement of expenses.

The validity of the Securities Act of 1933. We agreed to register the common stock under the Securities Act of 1933, and to keep the registration statement of which this prospectus is a part effective until the earlier of the date on which the selling stockholders have sold all of these shares of common stock or one year after the effective date of the registration statement. We have agreed to pay all expenses in connection with thissecurities we are offering but not including underwriting discounts, concessions, commissions or fees of the selling stockholders or any fees and expenses of counsel or other advisors to the selling stockholders. We will not receive any proceeds from sales of any shares of common stock by the selling stockholders. We can not assure you that the selling stockholders will sell all or any portion of the shares of common stock offered by this prospectus. Use of Proceeds We will not receive any of the proceeds of the sale of the shares of common stock offered by this prospectus, but we have agreed to pay certain fees and expenses associated with registering the shares of common stock. Legal Matters The legality of the common stock offered by this prospectus will be passed upon for us by Goodwin Procter ~~& Hoar~~ LLP, Boston, Massachusetts. ~~Experts~~

The consolidated financial statements of ~~Washington Trust Bancorp, Inc.~~the Corporation as of December 31, ~~1999~~2016 and ~~December 31, 1998~~2015, and for each of the years in the three-year period ended December 31, ~~1999,~~2016, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016, have been incorporated by reference ~~in this prospectus and the registration statement of which this prospectus is a part,~~herein, in reliance upon the ~~report~~reports of KPMG LLP, independent ~~certified~~registered public ~~accountants, given on~~accounting firm, incorporated by reference herein, and upon the authority of ~~that~~said firm as experts in accounting and auditing. Where You May Find Additional Information We have filed with the Securities and Exchange Commission a registration statement on Form S-3 under the Securities Act of 1933 with respect to the shares of common stock offered under this prospectus. This prospectus is part of the registration statement. This prospectus does not contain all of the information contained in the registration statement because we have omitted parts of the registration statement in accordance with the rules and regulations of the Securities and Exchange Commission. For further information, we refer you to the registration statement, which you may read and copy at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Securities and Exchange Commission's Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may also obtain copies at the prescribed rates from the Public Reference Section of the Securities and Exchange Commission at its principal office in Washington, D.C. You may call the Securities and Exchange Commission at 1-800-SEC-0330 for further information about the public reference rooms.

The Securities and Exchange Commission maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission, including Washington Trust. You may access the Securities and Exchange Commission's web site at http://www.sec.gov. We are subject to the informational requirements of the Securities Exchange Act of 1934, and we are required to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information can be inspected and copied at the locations described above. Our Securities and Exchange Commission file number is 000-25323. Copies of these materials can be obtained by mail from the Public Reference Section of the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Our common stock is listed on the Nasdaq National Market under the symbol "WASH." The Securities and Exchange CommissionSEC allows us to incorporate by reference the information ~~that~~and reports we file with ~~them. Incorporation by reference~~it, which means that we can disclose important information to you by referring you to ~~other documents that are legally considered to be~~these documents. Our SEC file number is1-32991. The information incorporated by reference is an important part of this prospectus, and ~~later~~ information that we file later with the ~~Securities and Exchange Commission~~SEC will automatically update and supersede the information ~~in this prospectus and~~already incorporated by reference. We are incorporating by reference the documents listed ~~below. We incorporate by reference~~below, which we have already filed with the ~~specific documents listed below~~SEC, and any future filings we make with the ~~Securities and Exchange Commission~~SEC under ~~Section~~Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 ~~(file no. 000-13091)~~(the “Exchange Act”), (1) on or after the date of filing of the registration containing this prospectus and prior to the effectiveness of the registration statement and (2) on or after the date of this prospectus until the earlier of the date on which all of the ~~shares of common stock offered under~~securities registered hereunder have been sold or this registration statement has been withdrawn shall be deemed incorporated by reference in this prospectus ~~are sold. o Our~~ and to be a part of this prospectus from the date of filing of those documents:

Annual Report on Form 10-K for the fiscal year ended December 31, ~~1999. o Our~~2016, filed on March 6, 2017; Quarterly ~~Report~~Reports on Form 10-Q for the ~~quarters~~periods ended March 31, 2017, filed on May 5, 2017; and June 30, ~~and September 30, 2000. o Our~~ 2017, filed on August 4, 2017;

Current Reports on Form 8-K, filed on ~~May 5, 2000~~April 28, 2017 and ~~July 3, 2000.~~ ~~o Our definitive~~September 26, 2017;

Portions of our Proxy Statement ~~dated~~filed on March 13, 2017 that have been incorporated by reference into our Annual Report on Form 10-K; and

The description of our common stock contained in our registration statement on Form 8-A, filed on August 21, ~~2000, filed in connection with our 2000 Annual Meeting of Stockholders. Any document that we file pursuant to~~2006 under Section ~~13(a), 13(c), 14 or 15(d)~~12 of the ~~Securities~~ Exchange Act, and any amendments or report filed for the purpose of ~~1934 after the date of this prospectus but before the end of any offering of securities made under this prospectus also will be considered to be incorporated by reference.~~ updating such description.

You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the ~~following address: Elizabeth B. Eckel, Senior Vice President, Marketing,~~following: Washington Trust Bancorp, Inc., 23 Broad Street, Westerly, Rhode Island ~~02891. Telephone requests~~02891, Attention: Corporate Secretary. Our telephone number is (401) 348-1200.

This prospectus is part of a registration statement we filed with the SEC. We have incorporated into this registration statement exhibits. You should read the exhibits carefully for provisions that may be ~~directed~~important to ~~Ms. Eckel at (401) 348-1200.~~ you.

You should rely only on the information ~~contained or~~ incorporated by reference or provided in this prospectus or ~~supplement thereto.~~ ~~================================================================================ You should rely on the information incorporated by reference or contained in this~~any prospectus ~~or any~~ supplement. We have not authorized anyone ~~else~~ to provide you with different ~~or additional 1,010,808 Shares~~ information. We are not making an offer ~~to sell the 1,010,808 Shares common stock~~of these securities in any state where the offer is not permitted. You should not assume that the

information in this prospectus or ~~any supplement~~in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents. ~~------------------------~~

Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any other document filed later that is also incorporated in this prospectus by reference, modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed to constitute a part of this prospectus except as so modified or superseded. The information relating to us contained in this prospectus should be read together with the information contained in any prospectus supplement and in the documents incorporated in this prospectus and any prospectus supplement by reference.

We have filed with the SEC a registration statement under the Securities Act of 1933 (the “Securities Act”) that registers the offer and sale of the securities offered by this prospectus. This prospectus is part of the registration statement, but the registration statement, including the accompanying exhibits included or incorporated by reference therein, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public from the SEC’s website atwww.sec.gov and on our website atwww.washtrust.com. We have included the SEC’s web address and our web address as inactive textual references only. Except as specifically incorporated by reference in this prospectus, information on those websites is not part of this prospectus.

WASHINGTON TRUST BANCORP, INC. Common Stock ------------------- Prospectus ------------------- December __, 2000 ================================================================================

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

The following table sets forth the estimated ~~fees~~costs and expenses payable by the registrant in connection with the ~~issuance and distribution~~registration of ~~the~~ securities being registered byunder this ~~prospectus.~~Registration Statement. All amounts except the SEC registration fee are estimated. Registration fee $ 3,903 Legal fees and expenses 25,000 Accounting fees and expenses 8,500 Miscellaneous 0 ------------- Total $ 37,403 All underwriting discounts and commissions, stock transfer taxes or fees and expenses of legal, tax and other counsel or advisors to the selling stockholders shall be borne by the selling stockholders. All other expenses in connection with the issuance and distribution of the securities being offered shall be borne by the Registrant. estimates.

Section 7-1.2-814 of the Rhode Island Business Corporation Act, ~~(the "RIBCA") generally permits~~as amended, provides that a corporation generally has the power to indemnify directors, officers, employees and agents against judgments, penalties, fines, settlements and reasonable expenses, including attorneys’ fees, actually incurred in connection with any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, to which such director, officer, employee or agent may be a ~~director or officer for expenses incurred by them~~party by reason of ~~their position with the corporation if the person has~~his being a director, officer, employee or agent, provided that such director, officer, employee or agent shall have acted in good faith and ~~with the reasonable belief (i)~~shall have reasonably believed (a) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in the corporation’s best interests, ~~of the corporation and, (ii)~~(b) in all other cases, that his or her conduct was at least not opposed to ~~the~~its best interests, ofand (c) in the ~~corporation, and with respect to~~case of any criminal ~~action or~~ proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Unless limited by the corporation's charter, the RIBCA also permits indemnification if a court of appropriate jurisdiction, upon application of a director or officer and such notice as the court shall require, determines that the individual is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she has met the standard of conduct referred to above. However, the RIBCA does not permit a corporation to indemnify persons (1) in actions brought by or in the right

In accordance with Section 7-1.2-202 of the ~~corporation if~~Rhode Island Business Corporation Act, Article Eleventh of the ~~person is adjudged to~~Corporation’s Restated Articles of Incorporation, as amended, provides that no director of the the Corporation shall be liable to the corporation, or (2) in actions in which the director is adjudged to be liable on the basis that personal benefit was improperly received by him or her, although, in both cases, it does permit indemnification, but only of expenses, if, and only to the extent, approved by a court of appropriate jurisdiction. The RIBCA permits the right to indemnification to include the right to be paid by the corporation for expenses the indemnified person incurs in defending the proceeding in advance of its final disposition; provided, that the indemnified party deliver to the corporation a written affirmation of a good faith belief that he or she has met the applicable standards of conduct and that he or she undertakes to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified under the charter or otherwise. However, under the RIBCA, except where indemnification is ordered by a court of appropriate jurisdiction upon application of any director, officer, employee or agent, no indemnification will be made unless authorized in the specific case after a determination has been made, by the board of directors, special legal counsel or the shareholders that indemnification is permissible in the circumstances because the director, officer, employee or agent has met the standard of conduct for indemnification described above. The RIBCA permits the charter of a corporation to provide that no director will be personally liable to the corporationCorporation or its shareholders for monetary damages for breach of ~~the director's~~such director’s fiduciary duty as a director, except ~~for: -~~for liability (i) for any breach of the ~~director's~~director’s duty of loyalty to the ~~corporation~~Corporation or its ~~shareholder; -~~shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of ~~law; -~~law, (iii) under Section 7-1.2-811 of the Rhode Island Business Corporation Act, which relates to liability ~~imposed~~ for ~~voting~~unauthorized acquisitions or redemptions of, or dividends or distributions on, capital stock, or (iv) for ~~or assenting to an unlawful distribution pursuant to the provisions of RIBCA Section 7-1.1-43; or -~~ any transaction from which the director derived an improper personal benefit ~~unless~~(unless such transaction is permitted ~~under RIBCA~~by Section ~~7-1.1-37.1. The Washington Trust charter provides that no Director~~7-1.2-807 of Washington Trust shall be liable to Washington Trust or to its shareholders for monetary damages for breach of the Director's duty as a director. However, this provision of the charter does not eliminate or limit the liability of a Director for any of the above listed exceptions under the RIBCA. Furthermore, the Washington Trust charter provides that if the Rhode Island ~~General Laws are amended~~Business Corporation Act, which relates to ~~authorize corporate action further eliminating or limiting the personal liability~~director conflicts of ~~directors, then the liability of each Director of Washington Trust shall be eliminated or limited~~interest).

The Corporation’s By-Laws provide for indemnification to the fullest extent permitted byunder the Rhode Island ~~General Laws, as so amended. The Washington Trust bylaws~~Business Corporation Act. Specifically, the Corporation ‘s By-Laws provide that ~~Washington Trust~~such rights to indemnification are contract rights and that the expenses incurred by an indemnified person shall ~~indemnify and hold harmless each~~be paid in advance of a final disposition of any proceeding; provided, however, that if required under applicable law, such person ~~who is made party to or is threatened~~delivers a written affirmation that such person has met the standards of care required under such provisions to be ~~made a party~~entitled to ~~or is involved in any action or proceeding by reason~~indemnification.

Section 7-1.2-814(i) of the ~~fact~~Rhode Island Business Corporation Act and Section 8.04 of the Corporation’s By-Laws provide that ~~he or she~~the Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a ~~Director,~~director, officer, employee or agent of ~~Washington Trust to~~ the fullest extent permitted by Rhode Island General Laws against all expenses, liability and loss the person actually incurs in connection with the proceeding. However, Washington Trust will provide this indemnification in connection withCorporation, or who, while a ~~proceeding,~~director, officer, employee or ~~part of a proceeding, initiated by the person being indemnified only if the proceeding, or part~~agent of the ~~proceeding,~~Corporation, is or was ~~authorized~~serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against and incurred by such persons in any such capacity. The Corporation has obtained insurance covering its directors and officers against losses and insuring the ~~Board~~Corporation against certain of ~~Directors. As permitted by the RIBCA, Washington Trust maintains directors'~~its obligations to indemnify its directors and officers' liability insurance in amounts and on terms which the Washington Trust Board of Directors deems reasonable. In the ordinary course of business, the Washington Trust Board of Directors regularly reviews the scope and adequacy of such insurance coverage. officers.

Item 16. Exhibits. ~~(a) The following exhibits are filed as part of this registration statement or incorporated herein by reference:~~ Exhibit No. Description 5.1 Opinion of Goodwin, Procter & Hoar LLP, General Counsel to Washington Trust, as to the legality of the securities.** 15.1 Letter of KPMG LLP Re Unaudited Interim Financial Information.* 23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1). 23.2 Consent of KPMG LLP.* 24.1 Powers of Attorney.** - ----------- * Filed herewith. ** Previously filed.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) Toto include any prospectus required by Section 10(a)(3) of the Securities ~~Act;~~ Act of 1933;

(ii) Toto reflect in the prospectus any ~~acts~~facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the ~~"Calculation~~“Calculation of Registration ~~Fee"~~Fee” table in the effective registration statement; and

(iii) Toto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs ~~(a)(1)~~(i), (ii) and ~~(a)(1)(ii)~~(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in ~~periodic~~ reports filed with or furnished to the Securities and Exchange Commission by the ~~Registrant~~registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration ~~statement;~~ statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser,

(i) (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b) ~~The Registrant hereby undertakes~~(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance

on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~Registrant's~~registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of ~~such~~the securities at that time shall be deemed to be the initial bona fide offering thereof. ~~(c)~~

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~Registrant~~registrant pursuant to the foregoing provisions, ~~described under Item 15 above,~~ or otherwise, the ~~Registrant~~registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~respective~~ registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Registrant~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Registrant~~registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, ~~Washington Trust Bancorp, Inc.~~as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and that it has duly caused this ~~amendment to its~~ registration statement ~~(the "Registration Statement")~~ to be signed on its behalf by the undersigned, thereunto duly authorized, in ~~the City of~~ Westerly, ~~State of~~ Rhode Island, on ~~this~~the 16th day of December 5, 2000. WASHINGTON TRUST BANCORP, INC. By: John C. Warren ------------------------------------------ John C. Warren October, 2017.


WASHINGTON TRUST BANCORP, INC.

By:		/s/ Joseph J. MarcAurele
		Joseph J. MarcAurele
		Chairman and Chief Executive Officer (Principal Executive Officer)

By:		/s/ David V. Devault
		David V. Devault
		Vice Chair, Secretary and Chief Financial Officer (Principal Financial Officer)

By:		/s/ Maria N. Janes
		Maria N. Janes
		Executive Vice President and Controller (Principal Accounting Officer)

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and ~~Chief Executive Officer~~ directors of Washington Trust Bancorp, Inc., hereby severally constitute Joseph J. MarcAurele and David V. Devault, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below and in such other capacities as the undersigned may from time to time serve in the future, the registration statement filed herewith and any and all amendments (including post-effective amendments) to said registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and generally to do all such things in our names and in our capacities as officers and directors to enable Washington Trust Bancorp, Inc.to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this ~~Registration Statement~~registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date --------- -------- ---- John C. Warren Chairman, Chief December 5, 2000 - ----------------------------------- Executive Officer John C. Warren (principal executive officer) and Director * Director December 5, 2000 - ----------------------------------- Alcino G. Almeida * Director December 5, 2000 - ----------------------------------- Gary P. Bennett * Director December 5, 2000 - ----------------------------------- Steven J. Crandall * Director December 5, 2000 - ----------------------------------- Richard A. Grills * Director December 5, 2000 - ----------------------------------- Larry J. Hirsch Director - ----------------------------------- Katherine W. Hoxsie Director - ----------------------------------- Mary E. Kennard * Director December 5, 2000 - ----------------------------------- Joseph J. Kirby * Director December 5, 2000 - ----------------------------------- Edward M. Mazze * Director December 5, 2000 - ----------------------------------- James W. McCormick * Director December 5, 2000 - ----------------------------------- Victor J. Orsinger II * Director December 5, 2000 - ----------------------------------- H. Douglas Randall, III * Director December 5, 2000 - ----------------------------------- Joyce O. Resnikoff * Director December 5, 2000 - ----------------------------------- James P. Sullivan * Director December 5, 2000 - ----------------------------------- Neil H. Thorp David V. Devault Executive Vice December 5, 2000 - ---------------------------------- President, Treasurer David V. Devault and Chief Financial Officer (principal financial and principal accounting officer) *by David V. Devault December 5, 2000 ------------------- David V. Devault Attorney-in-Fact

EXHIBIT INDEX Exhibit No. Description 5.1 Opinion of Goodwin, Procter & Hoar LLP, General Counsel to Washington Trust, as to the legality of the securities.** 15.1 Letter of KPMG LLP Re Unaudited Interim Financial Information.* 23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1). 23.2 Consent of KPMG LLP.* 24.1 Powers of Attorney.** - ----------- * Filed herewith. ** Previously filed.



Title of Each Class of Securities Being Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Common stock (4)
Senior debt securities and subordinated debt securities (4)
Warrants (5)
Units (6)
Total	$150,000,000	100%	$150,000,000	$18,675


	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		1
PROSPECTUS SUMMARY		2
RISK FACTORS		4
USE OF PROCEEDS		4
THE SECURITIES WE MAY OFFER		4
DESCRIPTION OF DEBT SECURITIES		4
DESCRIPTION OF COMMON STOCK		18
DESCRIPTION OF WARRANTS		20
DESCRIPTION OF UNITS		21
PLAN OF DISTRIBUTION		21
LEGAL MATTERS		24
EXPERTS		24
INFORMATION INCORPORATED BY REFERENCE		24
WHERE YOU CAN FIND MORE INFORMATION		25


	Six Months Ended June 30, 2017		Year Ended December 31,
	Six Months Ended June 30, 2017		2016		2015		2014		2013		2012
Ratios of earnings to fixed charges
Excluding interest on deposits		6.2		7.6		8.5		7.9		5.3		4.0
Including interest on deposits		3.6		4.0		4.0		3.8		3.1		2.7


1.1*		Form of Underwriting Agreement

1.2*		Form of Distribution Agreement

4.1		Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.a to Washington Trust Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000)

4.2		Amendment to Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.b to Washington Trust Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002)

4.3		Amendment to Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to Washington Trust Bancorp’s Current Report on Form 8-K dated May 10, 2016)

4.4		Amended and Restated By-laws of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.4 to Washington Trust Bancorp., Inc.’s Current Report on Form 8-K filed on November 19, 2015)

4.5		Form of Common Stock Certificate of Washington Trust Bancorp, Inc.

4.6		Form of Indenture for Senior Debt Securities of Washington Trust Bancorp, Inc.

4.7		Form of Indenture for Subordinated Debt Securities of Washington Trust Bancorp, Inc.

4.8		Form of Senior Debt Security of Washington Trust Bancorp, Inc. (included in Exhibit 4.6)

4.9		Form of Subordinated Debt Security of Washington Trust Bancorp, Inc. (included in Exhibit 4.7)

4.10*		Form of Warrant Agreement (Equity Securities) (including form of warrant)

4.11*		Form of Warrant Agreement (Debt Securities) (including form of warrant)

4.12*		Form of Unit Agreement

4.13*		Form of Unit Certificate

5.1		Opinion of Goodwin Procter LLP as to the legality of the securities being registered

12.1		Calculation of ratios of earnings to combined fixed charges

23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto)

23.2		Consent of KPMG LLP

24.1		Powers of Attorney (included on signature page of this Registration Statement)

25.1*		Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc.

25.2*		Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc.


1.1*		Form of Underwriting Agreement

1.2*		Form of Distribution Agreement

4.1		Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.a to Washington Trust Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000)

4.2		Amendment to Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.b to Washington Trust Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002)

4.3		Amendment to Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to Washington Trust Bancorp’s Current Report on Form 8-K dated May 10, 2016)

4.4		Amended and Restated By-laws of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.4 to Washington Trust Bancorp., Inc.’s Current Report on Form 8-K filed on November 19, 2015)

4.5		Form of Common Stock Certificate of Washington Trust Bancorp, Inc.

4.6		Form of Indenture for Senior Debt Securities of Washington Trust Bancorp, Inc.

4.7		Form of Indenture for Subordinated Debt Securities of Washington Trust Bancorp, Inc.

4.8		Form of Senior Debt Security of Washington Trust Bancorp, Inc. (included in Exhibit 4.6)

4.9		Form of Subordinated Debt Security of Washington Trust Bancorp, Inc. (included in Exhibit 4.7)

4.10*		Form of Warrant Agreement (Equity Securities) (including form of warrant)

4.11*		Form of Warrant Agreement (Debt Securities) (including form of warrant)

4.12*		Form of Unit Agreement

4.13*		Form of Unit Certificate

5.1		Opinion of Goodwin Procter LLP as to the legality of the securities being registered

12.1		Calculation of ratios of earnings to combined fixed charges

23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto)

23.2		Consent of KPMG LLP

24.1		Powers of Attorney (included on signature page of this Registration Statement)

25.1*		Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc.

25.2*		Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc.


Large Accelerated Filer	☐	Accelerated Filer	☒
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐


SEC registration fee	$	18,675
Legal fees and expenses		30,000
Accounting fees and expenses		10,000
Printing and related expenses		1,500	*
Miscellaneous expenses		—

Total		60,175


Signature	Title	Date

/s/ Joseph J. MarcAurele Joseph J. MarcAurele	Chairman, Chief Executive Officer, and Director (Principal Executive Officer)	October 16, 2017

/s/ David V. Devault David V. Devault	Vice Chair, Secretary and Chief Financial Officer (Principal Financial Officer)	October 16, 2017



/s/ Maria N. Janes Maria N. Janes	Executive Vice President and Controller (Principal Accounting Officer)	October 16, 2017

/s/ John J. Bowen John J. Bowen	Director	October 16, 2017

/s/ Steven J. Crandall Steven J. Crandall	Director	October 16, 2017

/s/ Robert A. DiMuccio Robert A. DiMuccio	Director	October 16, 2017

/s/ Edward O. Handy III Edward O. Handy III	Director	October 16, 2017

/s/ Barry G. Hittner Barry G. Hittner	Director	October 16, 2017

/s/ Katherine W. Hoxsie Katherine W. Hoxsie	Director	October 16, 2017

/s/ Kathleen E. McKeough Kathleen E. McKeough	Director	October 16, 2017

/s/ Victor J. Orsinger II Victor J. Orsinger II	Director	October 16, 2017

/s/ H. Douglas Randall III H. Douglas Randall III	Director	October 16, 2017

/s/ Edwin J. Santos Edwin J. Santos	Director	October 16, 2017

/s/ John F. Treanor John F. Treanor	Director	October 16, 2017