BANCORP RHODE ISLAND INC
1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>bri-x105.txt
<DESCRIPTION>1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
<TEXT>

                                                           EXHIBIT 10.5

                         BANCORP RHODE ISLAND, INC.

                            AMENDED AND RESTATED

              1996 INCENTIVE AND NONQUALFIED STOCK OPTION PLAN
              ------------------------------------------------

      WHEREAS, pursuant to Section 2.5 of that certain Plan of
Reorganization and Merger dated as of February 15, 2000 (the "Merger
Agreement") by and among Bank Rhode Island ("Bank RI"), Bancorp Rhode
Island, Inc. (the "Corporation") and BKRI Interim Bank, each outstanding
option to purchase the common stock of Bank RI, including options to
purchase such common stock granted to pursuant to Bank RI's 1996 Incentive
and Nonqualified Stock Option Plan, as amended (the "1996 Plan"), became,
by virtue of the effectiveness of the Merger Agreement and Section 8.3 of
the 1996 Plan, without any action on the part of the holders of such
options, options to purchase the Common Stock, par value $0.01 per share,
of the Corporation (the "Common Stock"); and

      WHEREAS, the Corporation desires to assume the 1996 Plan and to amend
and restate the 1996 Plan to reflect the assumption of the 1996 Plan by the
Corporation as the parent holding company of Bank RI, and to effect the
changes to the 1996 Plan necessary to implement the purposes of the 1996
Plan under the new holding company structure; and

      WHEREAS, pursuant to Section 10 of the 1996 Plan, the Board of
Directors of Bank RI has consented to the amendment and restatement of the
1996 Plan as hereinafter set forth; and

      WHEREAS, the Board of Directors of the Corporation has consented to
the adoption of the 1996 Plan as hereby amended and restated;

      NOW, THEREFORE, the 1996 Plan is amended and restated as follows:

            SECTION 1.  PURPOSE

            This Amended and Restated 1996 Incentive and Nonqualified Stock
      Option Plan (the "Plan") of the Corporation, is designed to provide
      additional incentive to executives and other key employees of the
      Corporation and its subsidiaries and for certain other individuals
      providing services to or acting as directors of the Corporation and
      its subsidiaries. The Corporation intends that this purpose will be
      effected by the granting of incentive stock options ("Incentive Stock
      Options") as defined in Section 422 of the Internal Revenue Code of
      1986, as amended (the "Code"), and nonqualified stock options
      ("Nonqualified Options") under the Plan which afford such executives,
      key employees, directors and other eligible individuals an
      opportunity to acquire or increase their proprietary interest in the
      Corporation through the acquisition of shares of its Common Stock.
      The Corporation intends that Incentive Stock Options issued under the
      Plan will qualify as "incentive stock options" as defined in Section
      422 of the Code and the terms of the Plan shall be interpreted in
      accordance with this intention. The terms "parent" and "subsidiary"
      as used herein shall have the respective meanings set forth in
      Section 424 of the Code.

            SECTION 2.  ADMINISTRATION

            2.1   Board of Directors/ Committee.

                  (a)   Except as otherwise provided in section 2.1(b)
            below, the Plan shall be administered by the Board of Directors
            (the "Board") of the Corporation.

                  (b)   At such time and so long as the Corporation has a
            class of securities registered pursuant to Section 12 of the
            Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), the Plan shall be administered by a Committee (the
            "Committee") consisting of at least two members of the Board of
            Directors appointed by the Board of Directors of the
            Corporation. None of the members of the Committee shall be an
            officer or other employee of the Corporation.  It is the
            intention of the Corporation that, so long as the Corporation
            has a class of securities registered pursuant to the Exchange
            Act, the Plan shall be administered, in accordance with the
            provisions of Section 4 hereof, by "disinterested persons"
            within the meaning of Rule l6b-3 under the Exchange Act, but
            the authority and validity of any act taken or not taken by the
            Committee shall not be affected if any person administering the
            Plan is not a disinterested person.  Except as specifically
            reserved to the Board under the terms of the Plan, the
            Committee shall have full and final authority to the Board
            under the operate, manage, and administer the Plan on behalf of
            the Corporation. Action by the Committee shall require the
            affirmative vote of a majority of all members thereof.

            2.2   Powers of the Board/Committee. Subject to the terms and
conditions of the Plan, the Board or the Committee, as the case may be,
shall have the power:

                  (a)   To determine from time to time the persons
            eligible to receive options and the options to be granted to
            such persons under the Plan and to prescribe the terms,
            conditions, restrictions, if any, and provisions (which need
            not be identical) of each option granted under the Plan to such
            persons;

                  (b)   To construe and interpret the Plan and options
            granted thereunder and to establish, amend, and revoke rules
            and regulations for administration of the Plan. In this
            connection, the Board or the Committee, as the case may be, may
            correct any defect or supply any omission, or reconcile any
            inconsistency in the Plan, or in any option agreement, in the
            manner and to the extent it shall deem necessary or expedient
            to make the Plan fully effective. All decisions and
            determinations by the Board or the Committee, as the case may
            be, in the exercise of this power shall be final and binding
            upon the Corporation and optionees;

                  (c)   To make, in its sole discretion, changes to any
            outstanding option granted under the Plan, including: (i) to
            reduce the exercise price, (ii) to accelerate the vesting
            schedule or (iii) to extend the expiration date; and

                  (d)   Generally, to exercise such powers and to perform
            such acts as are deemed necessary or expedient to promote the
            best interests of the Corporation with respect to the Plan.

            SECTION 3.  STOCK

            3.1   Stock to be Issued.  The stock subject to the options
      granted under the Plan shall be shares of the Corporation's
      authorized but unissued Common Stock or shares of the Common Stock
      held in treasury.  The total number of shares that may be issued
      pursuant to options granted under the Plan shall not exceed an
      aggregate of three hundred eighty-five thousand (385,000) shares of
      Common Stock; provided, however, that the class and aggregate number
      of shares which may be subject to options granted under the Plan
      shall be subject to adjustment as provided in Section 8 hereof.

            3.2   Expiration. Cancellation or Termination of Option.
      Whenever any outstanding option under the Plan expires, is cancelled
      or is otherwise terminated (other than by exercise), the shares of
      Common Stock allocable to the unexercised portion of such option may
      again be the subject of options under the Plan.

            SECTION 4.  ELIGIBILITY

            4.1   Persons Eligible.  Incentive Stock Options under the Plan
      may be granted only to officers and other employees of the
      Corporation or its subsidiaries. Nonqualified Options may be granted
      to officers or other employees of the Corporation or its
      subsidiaries, to members of the Board of Directors of the Corporation
      or its subsidiaries, and to consultants or other persons who render
      services to the Corporation or its subsidiaries (regardless of
      whether they are also employees), provided, however, that no such
      option may be granted to a person who is a member of the Committee,
      if any, at the time of grant.

            4.2   Greater-Than-Ten -Percent Stockholders.  Except as may
      otherwise be permitted by the Code or other applicable law or
      regulation, no Incentive Stock Option shall be granted to an
      individual who, at the time the option is granted, owns (including
      ownership attributed pursuant to Section 424 of the Code) more than
      ten percent of the total combined voting power of all classes of
      stock of the Corporation or any parent or subsidiary (a "greater-
      than-ten-percent stockholder"), unless such Incentive Stock Option
      provides that (i) the purchase price per share shall not be less than
      one hundred ten percent of the fair market value of the Common Stock
      at the time such option is granted, and (ii) that such option shall
      not be exercisable to any extent after the expiration of five years
      from the date it is granted.

            4.3   Maximum Aggregate Fair Market Value. The aggregate fair
      market value (determined at the time the option is granted in the
      manner specified in Section 6.3) of the Common Stock with respect to
      which Incentive Stock Options are exercisable for the first time by
      any optionee during any calendar year (under the Plan and any other
      plans of the Corporation or any parent or subsidiary for the issuance
      of incentive stock options) shall not exceed $100,000 (or such
      greater amount as may from time to time be permitted with respect to
      incentive stock options by the Code or any other applicable law or
      regulation).

            SECTION 5.  TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE

            5.1   Termination of Employment.  Except as may be otherwise
      expressly provided herein, options shall terminate on the earlier of:

                  (a)   the date of expiration thereof,

                  (b)   the date of termination of the optionee's
            employment with or services to the Corporation by it for cause
            (as determined by the Corporation);

                  (c)   30 days after the date of termination of the
            optionee's employment with or services to the Corporation
            voluntarily by the optionee; or

                  (d)   90 days after the date of termination of the
            optionee's employment with or services to the Corporation by it
            without cause; provided, that Nonqualified Options granted to
            persons who are not employees of the Corporation need not,
            unless the Board or the Committee, as the case may be,
            determines otherwise, be subject to the provisions set forth in
            clauses (b), (c) and (d) above.

      An employment relationship between the Corporation and the optionee
      shall be deemed to exist during any period in which the optionee is
      employed by the Corporation, or any parent or subsidiary. Whether
      authorized leave of absence, or absence on military or government
      service, shall constitute termination of the employment relationship
      between the Corporation and the optionee shall be determined by the
      Board or the Committee, as the case may be, at the time thereof.

      As used herein, "cause" shall mean (x) any material breach by the
      optionee of any agreement to which the optionee and the Corporation
      are both parties, (y) any act or omission to act by the optionee
      which may have a material and adverse effect on the Corporation's
      business or on the optionee's ability to perform services for the
      Corporation, including, without limitation, the commission of any
      crime (other than ordinary traffic violations), or (z) any material
      misconduct or material neglect of duties by the optionee in
      connection with the business or affairs of the Corporation or any
      affiliate of the Corporation.

            5.2   Death or Permanent Disability of Optionee.  In the event
      of the death or permanent and total disability of the holder of an
      option that is subject to clause (b) or (c) of Section 5.1 above
      prior to termination of the optionee's employment with or services to
      the Corporation and before the date of expiration of such option,
      such option shall terminate on the earlier of such date of expiration
      or one year following the date of such death or disability. After the
      death of the optionee, his/her executors, administrators or any
      person or persons to whom his/her option may be transferred by will
      or by the laws of descent and distribution, shall have the right, at
      any time prior to such termination, to exercise the option to the
      extent the optionee was entitled to exercise such option immediately
      prior to his/her death. An optionee is permanently and totally
      disabled if he/she is unable to engage in any substantial gainful
      activity by reason of any medically determinable physical or mental
      impairment which can be expected to last for a continuous period of
      not less than 12 months; permanent and total disability shall be
      determined in accordance with Section 22(e)(3) of the Code and the
      regulations issued thereunder.

            SECTION 6.  TERMS OF THE OPTION AGREEMENTS

            Each option agreement shall be in writing and shall contain
      such terms, conditions, restrictions, if any, and provisions as the
      Board or the Committee, as the case may be, shall from time to time
      deem appropriate. Such provisions or conditions may include without
      limitation restrictions on transfer, repurchase rights, or such other
      provisions as shall be determined by the Board or the Committee, as
      the case may be, provided that such additional provisions shall not
      be inconsistent with any other term or condition of the Plan and such
      additional provisions shall not cause any Incentive Stock Option
      granted under the Plan to fail to qualify as an incentive option
      within the meaning of Section 422 of the Code. At such time as the
      Corporation has a class of securities registered pursuant to Section
      12 of the Exchange Act, the shares of stock issuable upon exercise of
      an option by any executive officer, director or beneficial owner of
      more than ten percent of the Common Stock of the Corporation may not
      be sold or transferred (except that such shares may be issued upon
      exercise of such option) by such officer, director or beneficial
      owner for a period of six months following the grant of such option.

            Option agreements need not be identical, but each option
      agreement by appropriate language shall include the substance of all
      of the following provisions:

            6.1   Expiration of Option.  Notwithstanding any other
      provision of the Plan or of any option agreement, each option shall
      expire on the date specified in the option agreement, which date
      shall not, in the case of an Incentive Stock Option, be later than
      the tenth anniversary (fifth anniversary in the case of a greater-
      than-ten-percent stockholder) of the date on which the option was
      granted, or as specified in Section 5 of this Plan.

            6.2   Exercise.  Each option may be exercised, so long as it is
      valid and outstanding from time to time in part or as a whole,
      subject to any limitations with respect to the number of shares for
      which the option may be exercised at a particular time and to such
      other conditions as the Board or the Committee, as the case may be,
      in its discretion may specify upon granting the option.

            6.3   Purchase Price.  The purchase price per share under each
      option shall be determined by the Board or the Committee, as the case
      may be, at the time the option is granted; provided, however, that
      the option price of any Incentive Stock Option shall not, unless
      otherwise permitted by the Code or other applicable law or
      regulation, be less than the fair market value of the Common Stock on
      the date the option is granted (110 % of the fair market value in the
      case of a greater-than-ten-percent stockholder). For the purpose of
      the Plan the fair market value of the Common Stock shall be the
      closing price per share on the date of grant of the option as
      reported on the Nasdaq Stock Market or by a nationally recognized
      stock exchange, or, if the Common Stock is not listed on the Nasdaq
      Stock Market or such an exchange, the fair market value as determined
      by the Board or the Committee, as the case may be.

            6.4   Transferability of Options.  Options shall not be
      transferable by the optionee otherwise than by will or under the laws
      of descent and distribution, and shall be exercisable, during his or
      her lifetime, only by him or her.

            6.5   Rights of Optionees.  No optionee shall be deemed for any
      purpose to be the owner of any shares of Common Stock subject to any
      option unless and until the option shall have been exercised pursuant
      to the terms thereof, and the Corporation shall have issued and
      delivered the shares to the optionee.

            SECTION 7.  METHOD OF EXERCISE, PAYMENT OF PURCHASE PRICE

            7.1   Method of Exercise. Any option granted under the Plan may
      be exercised by the optionee by delivering to the Corporation, on any
      business day a written notice specifying the number of shares of
      Common Stock the optionee then desires to purchase and specifying the
      address to which the certificates for such shares are to be mailed
      (the "Notice"), accompanied by payment for such shares.

            7.2   Payment of Purchase Price.  Payment for the shares of
      Common Stock purchased pursuant to the exercise of an option shall be
      made either by (i) cash, certified check, bank draft or postal or
      express money order equal to the option price for the number of
      shares specified in the Notice, or (ii) with the consent of the Board
      or the Committee, as the case may be, shares of Common Stock of the
      Corporation having a fair market value equal to the option price of
      such shares, or (iii) with the consent of the Board or the Committee,
      as the case may be, such other consideration which is acceptable to
      said Board or Committee, as the case may be, and which has a fair
      market value equal to the option price of such shares, or (iv) with
      the consent of the Board or the Committee as the case may be, a
      combination of (i), (ii) and/or (iii). For the purpose of the
      preceding sentence, the fair market value per share of Common Stock
      so delivered to the Corporation shall be determined in the manner
      specified in Section 6.3. As promptly as practicable after receipt
      of the Notice and accompanying payment, the Corporation shall deliver
      to the optionee certificates for the number of shares with respect to
      which such option has been so exercised, issued in the optionee's
      name; provided, however, that such delivery shall be deemed effected
      for all purposes when the Corporation or a stock transfer agent of
      the Corporation shall have deposited such certificates in the United
      States mail, addressed to the optionee, at the address specified in
      the Notice.

            SECTION 8.  CHANGES IN THE CORPORATION'S CAPITAL STRUCTURE

            8.1   Rights of the Corporation.  The existence of outstanding
      options shall not affect in any way the right or power of the
      Corporation or its stockholders to make or authorize, without
      limitation, any or all adjustments, recapitalizations,
      reorganizations or other changes in the Corporation's capital
      structure or its business, or any merger or consolidation of the
      Corporation, or any issue of Common Stock, or any issue of bonds,
      debentures, preferred or prior preference stock or other capital
      stock ahead of or affecting the Common Stock or the rights thereof,
      or the dissolution or liquidation of the Corporation, or any sale or
      transfer of all or any part of its assets or business, or any other
      corporate act or proceeding, whether of a similar character or
      otherwise.

            8.2   Recapitalization, Stock Splits and Dividends.  If the
      Corporation shall effect a subdivision or consolidation of shares or
      other capital readjustment, the payment of a stock dividend, or other
      increase or reduction of the number of shares of the Common Stock
      outstanding, in any such case without receiving compensation therefor
      in money, services or property, then (i) the number, class, and price
      per share of shares of stock subject to outstanding options hereunder
      shall be appropriately adjusted by the Corporation in such a manner
      as to entitle an optionee to receive upon exercise of an option, for
      the same aggregate cash consideration, the same total number and
      class of shares as he or she would have received as a result of the
      event requiring the adjustment had he or she exercised his or her
      option in full immediately prior to such event; and (ii) the number
      and class of shares with respect to which options may be granted
      under the Plan shall be adjusted by substituting for the total number
      of shares of Common Stock then reserved for issuance under the Plan
      that number and class of shares of stock that the owner of an equal
      number of outstanding shares of Common Stock would own as the result
      of the event requiring the adjustment.

            8.3   Merger without Change of Control.  After a merger of one
      or more corporations into the Corporation, or after a consolidation
      of the Corporation and one or more corporations in each case as a
      result of which (i) the Corporation shall be the surviving
      corporation, and (ii) the stockholders of the Corporation immediately
      prior to such merger or consolidation own after such merger or
      consolidation shares representing at least fifty percent of the
      voting power of the Corporation, each holder of an outstanding option
      shall, at no additional cost, be entitled upon exercise of such
      option to receive in lieu of the number of shares as to which such
      option shall then be so exercisable, the number and class of shares
      of stock or other securities to which such holder would have been
      entitled pursuant to the terms of the agreement of merger,
      consolidation or reorganization if, immediately prior to such merger,
      consolidation or reorganization, such holder had been the holder of
      record of a number of shares of, Common Stock equal to the number of
      shares for which such option was exercisable.

            8.4   Sale or Merger with Change of Control.  If the
      Corporation is merged into or consolidated with another corporation
      under circumstances where the Corporation is not the surviving
      corporation, or if there is a merger or consolidation where the
      Corporation is the surviving corporation but the stockholders of the
      Corporation immediately prior to such merger or consolidation do not
      own after such merger or consolidation shares representing at least
      fifty percent of the voting power of the Corporation, or if the
      Corporation is liquidated, or sells or otherwise disposes of
      substantially all of its assets to another corporation while
      unexercised options remain outstanding under the Plan (i) subject to
      the provisions of clause (iii) below, after the effective date of
      such merger, consolidation, reorganization, liquidation, sale or
      disposition, as the case may be, each holder of an outstanding option
      shall be entitled, upon exercise of such option, to receive, in lieu
      of shares of Common Stock, shares of such stock or other securities,
      cash or property as the holders of shares of Common Stock received
      pursuant to the terms of the merger, consolidation, reorganization,
      liquidation, sale or disposition; (ii) the Board or the Committee, as
      the case may be, may accelerate the time for exercise of all
      unexercised and unexpired options to and after a date prior to the
      effective date of such merger, consolidation, reorganization,
      liquidation, sale or disposition, as the case may be, specified by
      said Board or Committee; or (iii) all outstanding options may be
      cancelled by the Board or the Committee, as the case may be, as of
      the effective date of any such merger, consolidation, reorganization,
      liquidation, sale or disposition provided that (x) notice of such
      cancellation shall be given to each holder of an option and (y) each
      holder of an option shall have the right to exercise such option to
      the extent that the same is then exercisable or, if said Board or
      Committee shall have accelerated the time for exercise of all
      unexercised and unexpired options, in full during, the 30-day period
      preceding the effective date of such merger, consolidation,
      reorganization, liquidation, sale or disposition.

            8.5   Adjustments to Common Stock Subject to Option. Except as
      hereinbefore expressly provided, the issue by the Corporation of
      shares of stock of any class, or securities convertible into shares
      of stock of any class, for cash or property, or for labor or
      services, either upon direct sale or upon the exercise of rights or
      warrants to subscribe therefor, or upon conversion of shares or
      obligations of the Corporation convertible into such shares or other
      securities, shall not affect, and no adjustment by reason thereof
      shall be made with respect to, the number or price of shares of
      Common Stock then subject to outstanding options.

            8.6   Miscellaneous. Adjustments under this Section 8 shall be
      determined by the Board or the Committee, as the case may be, and
      such determinations shall be conclusive. No fractional shares of
      Common Stock shall be issued under the Plan on account of any
      adjustment specified above.

            SECTION 9.  GENERAL RESTRICTIONS

            9.1   Investment Representations.  The Corporation may require
      any person to whom an option is granted, as a condition of exercising
      such option, to give written assurances in substance and form
      satisfactory to the Corporation to the effect that such person is
      acquiring the Common Stock subject to the option for his or her own
      account for investment and not with any present intention of selling
      or otherwise distributing the same, and to such other effects as the
      Corporation deems necessary or appropriate in order to comply with
      federal and applicable state securities laws.

            9.2   Compliance with Securities Laws.  The Corporation shall
      not be required to sell or issue any shares under any option if the
      issuance of such shares shall constitute a violation by the optionee
      or by the Corporation of any provisions of any law or regulation of
      any governmental authority. In addition, in connection with the
      Securities Act of 1933, as now in effect or hereafter amended (the
      "Securities Act"), upon exercise of any option, the Corporation shall
      not be required to issue such shares unless the Board or the
      Committee, as the case may be, has received evidence satisfactory to
      it to the effect that the holder of such option will not transfer
      such shares except pursuant to a registration statement in effect
      under such Act or unless an opinion of counsel satisfactory to the
      Corporation has been received by the Corporation to the effect that
      such registration is not required. Any determination in this
      connection by the Board or the Committee, as the case may be, shall
      be final, binding and conclusive. In the event the shares issuable on
      exercise of an option are not registered under the Securities Act,
      the Corporation may imprint upon any certificate representing shares
      so issued the following legend or any other legend which counsel for
      the Corporation considers necessary or advisable to comply with the
      Securities Act and with applicable state securities laws:

            "The shares of stock represented by this certificate have not
            been registered under the Securities Act of 1933 or under the
            securities laws of any State and may not be sold or transferred
            except upon such registration or upon receipt by the
            Corporation of an opinion counsel satisfactory to the
            Corporation, in form and substance satisfactory to the
            Corporation, that registration is not required for such sale or
            transfer."

      The Corporation may, but shall in no event be obligated to, register
      any securities covered hereby pursuant to the Securities Act; and in
      the event any shares are so registered the Corporation may remove any
      legend on certificates representing such shares. The Corporation
      shall not be obligated to take any other affirmative action in order
      to cause the exercise of an option or the issuance of shares pursuant
      thereto to comply with any law or regulation of any governmental
      authority.

            9.3   Employment Obligation.  The granting of any option shall
      not impose upon the Corporation any obligation to employ or continue
      to employ any optionee; and the right of the Corporation to terminate
      the employment of any officer or other employee shall not be
      diminished or affected by reason of the fact that an option has been
      granted to him or her.

            SECTION 10. AMENDMENT OR TERMINATION OF THE PLAN

      The Board of Directors may modify, revise or terminate this Plan at
      any time and from time to time, except that the class of persons
      eligible to receive options and the aggregate number of shares
      issuable pursuant to this Plan shall not be changed or increased,
      other than by operation of Section 8 hereof, without the consent of
      the stockholders of the Corporation.

            SECTION 11. NONEXCLUSIVITY OF THE PLAN

      Neither the adoption of the Plan by the Board of Directors nor the
      submission of the Plan to the stockholders of the Corporation for
      approval shall be construed as creating any limitations on the power
      of the Board of Directors to adopt such other incentive arrangements
      as it may deem desirable, including, without limitation, the granting
      of stock options otherwise than under the Plan, and such arrangements
      may be either applicable generally or only in specific cases.

            SECTION 12. EFFECTIVE DATE AND DURATION OF PLAN

      The Plan has been approved by the sole shareholder of the Corporation
      and shall become effective upon the effective date of the
      reorganization contemplated by the Merger Agreement.  No option may
      be granted under the Plan after the tenth anniversary of the opening
      of Bank RI for business (March 25, 2006).  The Plan shall terminate
      (x) when the total amount of the Common Stock with respect to which
      options may be granted shall have been issued upon the exercise of
      options or (y) by action of the Board of Directors pursuant to
      Section 10 hereof, whichever shall first occur.

      IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated 1996 Incentive and Nonqualified Stock Option Plan to be executed
by its duly authorized officer as of the 19th day of September, 2000.

                                       BANCORP RHODE ISLAND, INC.


                                       By:     /s/ Merrill W. Sherman
                                               ---------------------------
                                       Name:   Merrill W. Sherman
                                       Title:  President

Attest:


/s/ Margaret D. Farrell
------------------------------
Margaret D. Farrell
Secretary



393487 v2
EXHIBIT 10.5
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