WASHINGTON TRUST BANCORP INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

                                  Exhibit 10.j

                                  AMENDMENT TO
                          THE WASHINGTON TRUST COMPANY
              SUPPLEMENTAL PENSION BENEFIT AND PROFIT SHARING PLAN


A.  WHEREAS,   The  Washington  Trust  Company  (the  "Company")  maintains  The
Washington  Trust  Company  Supplemental  Pension and Profit  Sharing  Plan (the
"Plan") for the benefit of its eligible employees; and

WHEREAS, the Company desires to amend the Plan; and

WHEREAS,  the Company has  reserved the right to amend the Plan by action of its
Board of Directors; and

WHEREAS,  the Board of Directors  of the Company has  authorized  the  following
amendment to the Plan;

NOW, THEREFORE, the Company hereby amends the Plan as follows:

1. Section 2.03 is hereby  amended by deleting  said section in its entirety and
substituting the following in lieu thereof:

     "2.03 'Compensation' means, with respect to an eligible Employee,  (a) with
     respect to the  determination of a supplemental  pension plan benefit under
     Section 4.01,  deferrals  under The Washington  Trust Company  Nonqualified
     Deferred  Compensation Plan plus  'Compensation' as defined in Section 1.12
     of the  Pension  Plan,  and (b)  with  respect  to the  determination  of a
     supplemental profit sharing plan benefit under Section 5.01, 'Compensation'
     as defined in Section 2.11 of the Profit Sharing Plan."

2. Section 2.11 is hereby  amended by deleting  said section in its entirety and
substituting the following in lieu thereof:

     "2.11  'Profit  Sharing  Plan'  means,   effective  January 1,   1998,  The
     Washington  Trust Company 401(k) Plan,  effect as of January 1,  1998 or as
     amended and/or restated  thereafter from time to time.  Prior to such date,
     'Profit  Sharing Plan' means The  Washington  Trust Company  Profit Sharing
     Plan as in  effect  on  November 1,  1994  or as  amended  and/or  restated
     thereafter from time to time."

3.  Effective  November 1, 1999,  Section 3.01 is hereby amended by deleting the
period at the end of subsection  (c)(2) thereof and adding the following in lieu
thereof:

     ", or

     (3) he  retires  after  attaining  age 60,  his age plus  years of  Benefit
     Service under the Pension Plan equal or exceed 85, and his monthly  benefit
     payable under the Pension Plan is reduced in accordance with Section 3.2(a)
     of the Pension Plan."

4. Section  3.01 is hereby  further  amended by adding the  following at the end
thereof:

     "Effective  August 24,  1999,  the  former  President  and Chief  Executive
     Officer of PierBank, Inc. shall also become a Participant in the Plan."


5. Section 4.01 is hereby  amended by deleting  said section in its entirety and
substituting the following in lieu thereof:

     "4.01 AMOUNT OF SUPPLEMENTAL PENSION PLAN BENEFITS

     A Participant  shall be entitled to a benefit under the  provisions of this
     Article if his benefit  determined under the provisions of the Pension Plan
     is less  than  such  benefit  would  have  been if (a)  the  definition  of
     compensation  under the Pension Plan included  deferrals to The  Washington
     Trust Company Nonqualified  Deferred Compensation Plan plus compensation in
     excess of the limit of Section 401(a)(17) of the Code, (b) the limits under
     Section 415 of the Code did not apply, and/or (c) the provisions of Section
     3.2(a) of the Pension Plan  reducing the monthly  amount of benefit did not
     apply.

     A Participant's benefit under the Plan shall be determined as follows:

          (i) The  benefit  actually  payable to the  Participant  at his actual
          retirement  date  under  the  terms  of  the  Pension  Plan  shall  be
          calculated.

          (ii) The benefit, which would have been payable under the terms of the
          Pension Plan, if (1) the definition of compensation  under the Pension
          Plan included,  effective January 1, 1999, deferrals to The Washington
          Trust  Company   Nonqualified   Deferred   Compensation   Plan,   plus
          compensation  in excess of  Section  401(a)(17)  of the Code,  (2) the
          limits under Section 415 of the Code did not apply,  and (3) effective
          November  1, 1999,  the  reduction  in monthly  benefit  amount  under
          Section 3.2(a) of the Pension Plan did not apply, shall be calculated.

          (iii) The  result of step (i) shall be  subtracted  from the result of
          step (ii), and the difference, if any, shall be the benefit payable to
          the Participant."

6. A new  Section 4.01A is added effective  August 24,  1999  immediately  after
Section 4.01 as follows:

     "4.01A SPECIAL SUPPLEMENTAL PENSION PLAN BENEFIT.

     Solely with respect to the former President and Chief Executive  Officer of
     PierBank,  Inc.  who became a  Participant  effective  August 24,  1999,  a
     Special  Supplemental  Pension  Plan  Benefit  shall be  payable to him (in
     addition  to  any  other   amount   which  may  be  payable  to  him  under
     Section 4.01)  equal to the  benefit  that would  have been  payable to him
     under the Pension Plan if he had (a) been  employed by the Employer for the
     period   beginning   November 22,   1993  and   ending   August 23,   1999,
     (b) participated  in the Pension Plan during such period,  and (c) received
     Compensation  (as  defined in the Pension  Plan)  during such period in the
     same amount as the compensation he received from PierBank, Inc. during such
     period."

7. Section 5.01 is hereby  amended by deleting  said section in its entirety and
substituting the following in lieu thereof:

     "5.01 SUPPLEMENTAL PROFIT SHARING PLAN CONTRIBUTIONS

     (a) If Employer  matching  contributions  under the Profit Sharing Plan are
     limited by the Profit Sharing Plan Restrictions,  the Employer shall credit
     to a  Supplemental  Employer  Contribution  Account  established  for  such
     Participant  an amount equal to the Employer  matching  contribution  which
     would have been made pursuant to the Profit  Sharing Plan in the absence of
     the Profit Sharing Plan Restrictions.

     If a Participant makes tax-deferred  contributions under the Profit Sharing
     Plan that are  limited to the dollar  limit of Section  402(g) of the Code,
     the 50% and 100% matching  contribution  under this Plan will be determined
     in the same  manner as for Section  4.06 of the Profit  Sharing  Plan,  but
     assuming that the Participant's Compensation for this purpose is the lesser
     of

          (i)  'Compensation'  as defined for  purposes  of Section  2.11 of the
          Profit  Sharing  Plan,  but  without  regard to the  limit of  Section
          401(a)(17) of the Code, plus, effective January 1,  1999, deferrals to
          any nonqualified deferred compensation plan sponsored by the Employer,
          and

          (ii) The  dollar  limit  of  Section  402(g)  of the Code for the year
          multiplied by 25.

     The  Participant's  Supplemental  Employer  Contribution  Account  shall be
     adjusted  at the end of each  calendar  quarter to reflect a rate of return
     determined  as if such  accounts  were  invested at the rate of interest in
     effect on the first day of the calendar year for one year  certificates  of
     deposit  of The  Washington  Trust  Company  or such  other  rate as may be
     adopted from time to time by the Board in its sole discretion."

B. Except at otherwise  provided above,  the effective date of this Amendment is
January 1, 1999.

C. Except as amended above,  the Plan remains in full force and effect and is in
all other respects ratified and confirmed.

IN WITNESS  WHEREOF,  the Company has caused this  Amendment to be executed this
2nd day of December, 1999.

                                   THE WASHINGTON TRUST COMPANY

                                   By:      John C. Warren

                                   Title:   Chairman and Chief Executive Officer


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