Exhibit 10.b
Amendment
to
WASHINGTON TRUST BANCORP, INC.
1997 Equity Incentive Plan
In the second quarter of 2000, the Registrant amended its 1997 Equity Incentive
Plan filed as Exhibit 10.a to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1997. The Amendment is as follows:
A. Pursuant to the authority reserved in Section 13(d) of the Washington
Trust Bancorp, Inc. 1997 Equity Incentive Plan (the "Plan"), Section
11 of the Plan is hereby amended by adding the following at the end of
the first paragraph thereof:
"Beginning with the 2000 Annual Meeting, unless otherwise determined by
the Board, each Director of the Corporation who is not an employee of
the Corporation shall automatically be granted a Nonqualified Option
covering 2000 shares as of the date of each Annual Meeting of the
Corporation after which such Director will continue to serve as a
Director of the Corporation."
B. Except as provided herein, the Plan is confirmed in all other respect.
