Item 1.01 is incorporated by reference into this item. The Rights Agreement, specifying the terms of the Rights, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits.
    
         
   
Exhibit No.
  
Exhibit
         
   
4.1
  
Shareholder Rights Agreement, dated as of August 17, 2006, between Washington Trust Bancorp, Inc. and American Stock Transfer & Trust Company, as Rights Agent*
         
                                                                           
   
*Filed herewith
    

 
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.



   
WASHINGTON TRUST BANCORP, INC.
Date: August 17, 2006
  
By:
/s/ John F. Treanor                                                   
     
John F. Treanor
     
President and Chief Operating Officer
       

 
 
EXHIBIT INDEX


Exhibit No.
  
Exhibit
     
4.1
  
Shareholder Rights Agreement, dated as of August 17, 2006, between Washington Trust Bancorp, Inc. and American Stock Transfer & Trust Company, as Rights Agent*
                                                                 
* Filed herewith