Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
September 20, 2007, the Board of Directors (the “Board”) of Washington Trust
Bancorp, Inc. (“Washington Trust”) amended and restated Section 11.01
(Certificate for Shares) and Section 11.03 (Transfer of Shares) of Article
XI of
the Amended and Restated By-Laws of Washington Trust to allow for the issuance
and transfer of uncertificated shares. By being able to issue and
transfer uncertificated shares, Washington Trust may now participate in the
Direct Registration System, which is currently administered by The Depository
Trust Company. The Direct Registration System allows investors to
have securities registered in their names without the issuance of physical
certificates and allows investors to electronically transfer securities to
broker-dealers in order to effect transactions without the risks and delays
associated with transferring physical certificates.
A
copy of
the Amended and Restated By-Laws of Washington Trust is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Exhibit
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3.1
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Amended
and Restated By-laws of Washington Trust Bancorp, Inc.
*
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*Filed
herewith
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SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned thereunto duly
authorized.
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WASHINGTON
TRUST BANCORP, INC.
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Date:
September 24, 2007
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By:
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/s/
David V.
Devault
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David
V. Devault
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Executive
Vice President, Secretary, Treasurer and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
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3.1
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Amended
and Restated By-laws of Washington Trust Bancorp, Inc.*
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*
Filed herewith
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