EXHIBIT 10.a

               Change in Control Agreement with Executive Officer

                         WASHINGTON TRUST BANCORP, INC.
                                 23 BROAD STREET
                          WESTERLY, RHODE ISLAND 02891


In the first  quarter  of 2002,  the  Registrant  modified  a Change of  Control
Agreement with one of its executive  officers.  The form of Agreement,  filed as
Exhibit 10 to the  Registrant's  Quarterly Report on Form 10-Q for the quarterly
period  ended  March  31,  2000,  contains  blanks  where  the  multiple  of the
executive's  base amount and the term of continued  benefits  provided under the
Agreement vary for certain  executives.  The executive  officer who entered into
the  Agreement,  the  multiple  of the  executive's  base amount and the term of
continued  benefits  provided  under the  Agreement  are listed in the following
chart:

                                          Number of Times          Term of
                                           Base Amount        Continued Benefits
    Executive Officer                     (Section 4 a)        (Section 4 b & c)
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John F. Treanor
President and Chief Operating Officer           3 times               36 months