EXHIBIT 10.2
                          
           
           
           OUTSIDE DIRECTORS RETAINER CONTINUATION PLAN
                   AS AMENDED, DECEMBER 17, 1992



     As an element of the compensation of outside directors who
are not employees of Washington Trust Bancorp, Inc.  ("WTB") or
any WTB subsidiary, such outside directors shall receive the
following benefit after leaving service as a director:

     1.  The benefit shall be the regular quarterly retainer in
effect at the time of the director's departure from the WTB or
subsidiary Board of Directors (the "Board"), payable for a number
of years equal to the number of years (or fractions thereof) for
which the director served as a regular director of WTB or
subsidiary thereof.  The benefit will be paid quarterly to
coincide with the quarterly retainer fee payments to active
directors.

     2.  The benefit shall be payable only to outside directors
who (a) leave service as a director after the date of adoption of
this resolution, and (b) have not been removed for cause.

     3.  No benefit will be paid to a retired director who without
the consent of WTB is engaged in or affiliated with any business
entity or activity which directly or indirectly competes with WTB
or any of its subsidiaries.

     4.  For purposes of calculating the duration of a director's
service as an outside regular director of WTB under this
resolution, there shall be added to such service service as an
outside regular director of any bank subsidiary of WTB, including
service before it became a subsidiary of WTB, and any bank which
merged with such bank subsidiary before it became a subsidiary of
WTB.  Simultaneous service with WTB and a bank subsidiary shall
not be cumulated.

     5.  In the case of a director who retires or resigns from the
Board, the benefit shall be payable commencing upon the date of
the director's departure from the Board.  If a director retires or
resigns from the Bank before attaining age 65, the benefit shall
be reduced by 5% for each year or fraction thereof that the
director is less than age 65, but the benefit shall not be reduced
by more than 50%.

     6.  In the case of a director who dies in service or before
commencement of payment of the benefit, 50% of the benefit that
would have been payable to the director (with no reduction for the
director's age at death) shall be paid in quarterly payments
commencing immediately to the director's surviving spouse, if any,
for the lesser of the spouse's life or the length of the deceased
director's Board service.

     7.  In the event of a director's death after retirement but
before completion of all payments due, the remaining payments
(with the amount reduced by 50%) will be paid to the director's
surviving spouse, if any, for the lesser of the spouse's life or
the remainder of the length of the deceased director's Board
service.

     8.  Accrued and unpaid benefits under this resolution will be
an unfunded and unsecured obligation of The Washington Trust
Company.  The Board may amend, suspend or terminate this plan or
any benefits under it at any time, but no amendment, suspension or
termination shall, without the consent of a director, impair the
rights of the director in any benefits therefore accrued under the
plan.