BANCORP RHODE ISLAND INC
EXHIBIT 10.10
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<FILENAME>bri-1010.txt
<DESCRIPTION>EXHIBIT 10.10
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                                                          Exhibit 10.10

                              BANK RHODE ISLAND

                 2002 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


<PAGE>


                              TABLE OF CONTENTS

                                                   Page
                                                   ----

ARTICLE I - Introduction                             1

ARTICLE II - Definitions                             2

ARTICLE III - Participation and Vesting              4

ARTICLE IV - Source of Benefit Payment               5

ARTICLE V - Retirement Benefits                      6

ARTICLE VI - Change of Control                       8

ARTICLE VII - Administration                        10

ARTICLE VIII - Amendment or Termination of Plan     11

ARTICLE IX - Miscellaneous                          12

Schedule A                                          14

Schedule B                                          17

Schedule C                                          19

Schedule D                                          20

Exhibit A


<PAGE>


                           ARTICLE I. INTRODUCTION


      1.1   Purpose of Plan. The purpose of this Plan is to promote loyalty,
to attract new employees and to encourage employees to make and continue
careers with the Bank and its subsidiaries by supplementing their retirement
benefits, thereby giving them assurance of retirement security and promoting
their continued loyalty to the Bank.

      1.2   Status. The Plan is intended to be a plan that is unfunded and
is maintained by the Bank primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974 (ERISA), and shall be
interpreted and administered accordingly. This Plan provides benefits to
designated employees in addition to the benefits, if any, that employees are
provided under the Bank Rhode Island Supplemental Executive Retirement Plan
that was adopted by the Board of Directors on January 26, 1999, as amended.

      1.3   Authorization. This Plan was approved by the Board of Directors
on October 15, 2002.


<PAGE>


                           ARTICLE II. DEFINITIONS

      The following terms have the following meanings:

      2.1   "Administrator" means the person designated by the Board to
administer the Plan pursuant to Article VII.

      2.2   "Applicable Benefit Amounts", with respect to a Participant, is
defined in Schedule B or C, as the case may be.

      2.3   "Average Compensation" means a Participant's average annual
Eligible Compensation from the Bank during the three consecutive calendar
years as an Employee in which such compensation was greatest. For this
purpose, "Eligible Compensation" shall mean: (i) the Participant's base
salary including any salary reductions made on behalf of the Participant
under any cafeteria, flexible benefits, or 401(k) plan sponsored by the Bank
which are excluded from gross income under Sections 125 or 402(e)(3) of the
Internal Revenue Code, and (ii) any amount deferred by the Participant on an
elective basis under any other non-qualified deferred compensation plan of
the Bank.

      2.4   "Board" means the Board of Directors of the Bank.

      2.5    "Change of Control" is defined in Schedule A.

      2.6    "Bank" means Bank Rhode Island, a Rhode Island financial
institution.

      2.7    "401K Plan Benefit" means the annual payment calculated by
converting that portion of the Participant's Bank Rhode Island 401K Plan
Account Balance that is attributable to the Bank's matching and profit-
sharing contributions to an annuity, payable for the life of the Participant
only, using factors set forth in Schedule D


<PAGE>  2


      2.8    "Effective Date" means October 15, 2002.

      2.9    "Employee" means an individual employed by the Bank or any
subsidiary of the Bank.

      2.10    "Normal Retirement Age" means age 65.

      2.11    "Normal Retirement Benefit" means the benefit referred to in
Section 5.1 hereof.

      2.12    "Normal Retirement Date" means the first day of the month
coinciding with or next following the Participant's sixty-fifth birthday.

      2.13    "Participant" means any Employee selected to participate in
the Plan in accordance with Section 3.1.

      2.14    "Plan" means this 2002 Supplemental Executive Retirement Plan
as set forth herein and in all subsequent amendments hereto.

      2.15    "Primary Social Security Benefit" means the annual amount of
old age insurance benefits payable to a Participant at his or her Normal
Retirement Date computed under the Social Security Act in effect on the date
as of which such computation is made.


<PAGE>  3


                   ARTICLE III. PARTICIPATION AND VESTING

      3.1   Selection of Participants. The Board will select from time to
time those Employees who will be Participants in the Plan and the Applicable
Benefit Amount. The Employees set forth in the attached Schedules B and C
will become Participants on the Effective Date. If and when the Board names
additional Participants, they will be added to the appropriate Schedule and
will become Participants at that time.

      3.2    Vesting.

      (a)   Except as provided in paragraph (b) and in Section 6 and in
Section 9.3, a Participant will be vested and entitled to receive benefits
under this Plan as set forth in the attached Schedule B and C. A Participant
who ceases to be an Employee without becoming vested will forfeit all rights
under the Plan.

      (b)   A Participant who ceases to be an Employee because of death
before satisfying the requirements of paragraph (a) shall become vested
immediately and entitled to receive benefits subject to the other provisions
of the Plan.


<PAGE>  4


                   ARTICLE IV. SOURCE OF BENEFIT PAYMENTS

      4.1   Obligations of the Bank. The Bank will establish on its books
liabilities for obligations to pay benefits under the Plan. With respect to
all benefits payable under the Plan, each Participant (or other person
entitled to receive benefits with respect to a Participant) will be an
unsecured general creditor of the Bank.

      4.2   No Funding Required. Except as otherwise provided in Article VI,
the Bank may, but shall not be required to, establish a trust of which it is
treated as the owner under Subpart E of Subchapter J, Chapter 1 of the
Internal Revenue Code of 1986, as amended (a "rabbi trust"). The Bank may
from time to time deposit funds with the trustee to provide a sound long-
term funding program.

      4.3   No Claim to Specific Assets. Nothing in the Plan will be
construed to give any individual rights to any specific assets of the Bank,
person or entity.


<PAGE>  5


                       ARTICLE V. RETIREMENT BENEFITS

      5.1   Normal Retirement Benefit.

      (a)   Subject to Section 5.2, the Normal Retirement Benefit payable
under the Plan to a Participant will be a monthly benefit equal to one-
twelfth of the Applicable Benefit Amount. For this purpose, the Applicable
Benefit Amount for a Participant is listed on Schedule B or Schedule C as
the case may be.

      (b)   The Participant's Normal Retirement Benefit will commence at his
or her Normal Retirement Date (or such later date on which the Participant
actually retires) and continue for his or her lifetime.

      (c)   The benefit with respect to a Participant who ceases to be an
Employee for any reason other than retirement at Normal Retirement Date may
not commence prior to his or her Normal Retirement Date and the Applicable
Benefit Amount shall be adjusted for such early termination pursuant to the
provisions of Schedule B and C.

      5.2   Death Benefits. Except as otherwise provided in this paragraph,
no death benefits will be payable to anyone following the death of the
Participant.

      (a)   Post Retirement. If a Participant for whom retirement benefits
have commenced under this Plan dies, there shall be a death benefit payable
under this Plan equal to the unpaid portion of the Participant's Applicable
Benefit Amount set forth in Schedule B or Schedule C, as the case may be,
that can be provided by the amount the Bank has accrued on its books as a
liability for the Participant's benefit under this Plan as of the date of
the Participant's death, minus the amount of the death benefit, if any,


<PAGE>  6


that is payable under any death benefit or insurance arrangement that
specifically references this Plan (but not less than zero).

      (b)   Pre-Retirement. If a Participant with a vested benefit for whom
retirement benefits have not commenced dies, there shall be a death benefit
payable under this Plan equal to the portion of the Participant's Applicable
Benefit Amount set forth in Schedule B or Schedule C, as the case may be,
that can be provided by the amount the Bank has accrued on its books as a
liability for the Participant's benefit under this Plan as of the date of
the Participant's death, minus the amount of the death benefit, if any, that
is payable under any death benefit or insurance arrangement that
specifically references this Plan (but not less than zero).

      (c)   Beneficiary. Any death benefit that is payable under this Plan
shall be paid to the beneficiary or beneficiaries designated in writing from
time to time in a manner acceptable to the Administrator. If no designation
has been made or if all designated beneficiaries are dead, payment shall be
made to the following persons in the following priority: to the
Participant's surviving spouse, if any; but if none to the Participant's
surviving children in equal shares, if any; but if none payment shall be
made to the estate of the Participant.


<PAGE>  7


                        ARTICLE VI. CHANGE OF CONTROL

      6.1   Vesting of Benefits. In the event of a "Change of Control", a
Participant shall, notwithstanding any other provision of the Plan,
immediately become fully vested in his or her retirement benefits as
described in Section 5.1.

      6.2   Funding of Benefit. In the event of a Change of Control, the
Bank shall immediately establish a rabbi trust with a third party financial
institution with a net worth of at least $100 million (unless Plan
Participants entitled to receive and beneficiaries receiving a majority of
benefits under the Plan (based upon the dollar amount of benefits accrued)
consent in writing to the appointment of another trustee), substantially in
the form attached hereto as Exhibit A, and shall deposit funds with the
trustee of the trust equal to the difference between the then present value
of all accrued benefits provided under the Plan (computed on the basis of
the actuarial assumptions stated in Schedule D hereto and taking into
account the benefits that become vested or payable in the event of a Change
of Control) and the then fair market value of the assets of the trust (if
any) and shall thereafter make annual additional deposits with the trustee
to reflect increases in the accrued benefits. If the principal of the trust,
and any earnings thereon, are not sufficient to make payment of the benefits
provided for under this Plan, the Bank shall make the balance of each such
payment as it falls due.

      6.3   Excise Tax Equalization Payment. In the event that the
Participant becomes entitled to a payment under this Section 6 ("Change of
Control Payment") that will be subject to the tax (the "Excise Tax") imposed
by Section 4999 of the Internal Revenue Code (or any similar tax that may
hereafter be imposed), then the Bank shall


<PAGE>  8


pay to Participant in cash an additional amount (the "Gross-Up Payment")
such that the net amount retained by Participant after deduction of any
Excise Tax upon the Change of Control Payment and any Federal, state and
local income tax and excise tax upon the Gross-Up Payment provided for by
this Section 6.3 (including FICA and FUTA), shall be equal to the Change of
Control Payment. Such payment shall be made by the Bank to the Participant
as soon as practical following any Change of Control, but in no event beyond
thirty (30) days from such date. For the purposed of this Section 6.3 all
defined terms shall be given the meanings provided herein.


<PAGE>  9


                         ARTICLE VII. ADMINISTRATION

      7.1   Appointment of Administrator. The Plan will be administered by
the person designated by the Board to administer the Plan (the
"Administrator"), but the Board will have full discretionary authority to
interpret the provisions of the Plan and decide all questions and settle all
disputes that may arise in connection with the Plan. The Board may establish
its own operative and administrative rules and procedures in connection with
the Plan, provided such procedures are consistent with the requirements of
Section 503 of ERISA and the regulations thereunder. All interpretations,
decisions and determinations made by the Board will be binding on all
persons concerned.

      7.2   Delegation. The Board in its sole discretion may delegate
certain of its duties and responsibilities to the Administrator or to an
appropriate Employee or Employees. For purposes of the Plan, any action
taken by the Administrator or a delegee Employee pursuant to such delegation
will be considered to have been taken by the Board. The Bank agrees to
indemnify and to defend to the fullest possible extent permitted by law any
delegee of the Board (including any person who formerly served as a delegee)
against all liabilities, damages, costs and expenses (including attorneys'
fees and amounts paid in settlement of any claims approved by the Bank)
occasioned by any act or omission to act in connection with the Plan, if
such act or omission is in good faith.

      7.3   Expenses. All expenses incurred in the creation or
administration of this Plan shall be paid by the Bank.


<PAGE>  10


               ARTICLE VIII. AMENDMENT OR TERMINATION OF PLAN

      The Bank hopes and expects to continue the Plan in effect, but the
Board necessarily reserves the right to amend the Plan at any time, and from
time to time, or to terminate the Plan, provided that such amendment or
termination shall not reduce the vested benefit of any Participant or amend
Article VI without the consent of all Participants who have vested benefits
under the Plan. Any amendment or termination shall be stated in an
instrument in writing and signed by a duly authorized representative of the
Board.


<PAGE>  11


                          ARTICLE IX. MISCELLANEOUS

      9.1   No Assignment or Alienation. None of the benefits, payments,
proceeds or claims of any person under this Plan shall be subject to any
claim of any creditor or to attachment or garnishment or other legal process
by any such creditor; nor shall any person have any right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits,
payments or proceeds which he or she may expect to receive, contingently or
otherwise, under the Plan.

      9.2   Limitation of Rights. Neither the establishment of the Plan, nor
any amendment thereof, nor the payment of any benefits will be construed as
giving any individual any legal or equitable right against the Bank, except
for those rights explicitly provided for in the Plan.

      9.3   Forfeiture of Benefits. A Participant shall forfeit all rights
or benefits remaining to him or her under the Plan if such Participant's
employment is terminated on account of, or such Participant is convicted of,
or confesses to, or permits a plea of nolo contendere to be entered with
respect to, a criminal act of fraud, misappropriation, embezzlement, or the
like, which is a felony and involves property of the Bank.

      9.4   Governing Law. The Plan will be construed, administered, and
governed under the laws of the State of Rhode Island, to the extent not
preempted by federal law.

      9.5   Severability. If any provision of this Plan is held by a court
of competent jurisdiction to be invalid or unenforceable, the remaining
provisions shall continue to be fully effective.


<PAGE>  12


      IN WITNESS WHEREOF, the Bank has caused this Plan to be executed by
its duly authorized officer as of this 15th day of October, 2002.


                                       BANK RHODE ISLAND



                                       By:  /s/Malcolm G. Chace
                                            -------------------------------
                                            Malcolm G. Chace, Chairman


<PAGE>  13


                                 SCHEDULE A
                                 ----------

                                     TO

                   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      (A)   Change in Control. For purposes of this Plan, a "Change in
Control" shall be deemed to have occurred if and when:

      (1)   A Takeover Transaction is effectuated; or (2) Bancorp Rhode
Island, Inc. (the "Company") commences substantive negotiations with a third
party with respect to a Takeover Transaction if within twelve (12) months of
the commencement of such negotiations, enters into a definitive agreement
with respect to a Takeover Transaction with any party with which
negotiations were originally commenced; or (3) any election of directors of
the Company occurs (whether by the directors then in office or by the
shareholders at a meeting or by written consent) where a majority of the
directors in office following such election are individuals who were not
nominated by a vote of two-thirds of the members of the board of directors
immediately preceding such election; or (4) either of the Company or the
Bank effectuates a complete liquidation.

      (B)   Takeover Transaction. A "Takeover Transaction" shall mean:

      (1)   The acquisition of voting securities of the Company by any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), other than by the Company or its subsidiaries or any employee
benefit plan (or related trust) of the Company or its subsidiaries, which
theretofore did not beneficially own (within the meaning of Rule 13d-3
promulgated under the Exchange Act) securities representing 30% or more of
the voting power of all outstanding shares of voting securities of the
Company, if such


<PAGE>  14


acquisition results in such individual, entity or group owning securities
representing more than 30% of the voting power of all outstanding voting
securities of the Company; provided, that any acquisition by a corporation
with respect to which, following such acquisition, more than 50% of the then
outstanding shares of voting securities of such corporation, is then
beneficially owned, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners of the voting
securities of the Company outstanding immediately prior to such acquisition
in substantially the same proportion as their ownership, immediately prior
to such acquisition, of the outstanding voting securities of the Company,
shall not constitute a Change in Control; or

      (2)   The issuance of additional shares of common stock of the Company
or the Bank, as applicable, in a single transaction or a series of related
transactions if the individuals and entities who were the beneficial owners
of the outstanding voting securities of the Company or the Bank, as
applicable, immediately prior to such issuance do not, following such
issuance, beneficially own, directly or indirectly, securities representing
more than 50% of the voting power of all then outstanding voting securities
of the Company or the Bank, as applicable; or

      (3)   Consummation by the Company or the Bank of (a) a reorganization,
merger or consolidation, in each case, with respect to which all or
substantially all of the individuals and entities who were the beneficial
owners of the voting securities of such entity immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, securities representing more than 50% of the voting power of
then outstanding voting securities of the corporation resulting from such a
reorganization, merger or


<PAGE>  15


consolidation, or (b) the sale, exchange or other disposition (in one
transaction or a series of related transactions) of all or substantially all
of the assets of the Company (on a consolidated basis) or the Bank to a
party which is not controlled by or under common control with such entity,
or (c) the sale by the Company in one transaction or in a series of related
transactions of voting securities of the Bank such that following such
transaction or transactions the Company no longer beneficially owns,
directly or indirectly, securities representing more than 50% of the voting
power of the then outstanding voting securities of the Bank.

      For purposes of this Section (B), "voting power" means ordinary voting
power for the election of directors.


<PAGE>  16


                                 SCHEDULE B
                                 ----------


Participants:     Applicable Benefit Amount and Vesting
------------      -------------------------------------

Merrill W. Sherman      (A) 70% of the Participant's Average Compensation,
                        minus: (i) $250,000, (ii) fifty percent (50%) of the
                        Participant's Primary Social Security Amount and
                        (iii) the 401K Plan Benefit or (B) in the event of a
                        "Change of Control" the amount the Bank has accrued
                        on its books as a liability for the Participant's
                        benefit as of the date of the determination, if such
                        amount is greater than (A). Except as provided under
                        Sections 3.2 (b) and 6.1, the Benefit Amount shall
                        be vested as follows: 20% on November 1, 2005, 40%
                        on November 1, 2006, 60% on November 1, 2007, 80% on
                        November 1, 2008 and 100% on November 1, 2008

Albert R. Rietheimer    (A) 70% of the Participant's Average
Donald C. McQueen       Compensation, minus: (i) $50,000, (ii) fifty percent
                        (50%) of the Participant's Primary Social Security
                        Amount and (iii) the 401K Plan Benefit or (B) in the
                        event of a "Change of Control" the amount the Bank
                        has accrued on its books as a liability for the
                        Participant's benefit as of the date of the
                        determination, if such amount is greater than (A).
                        Except as provided under Sections 3.2 (b) and 6.1,
                        the Benefit Amount shall be vested as follows: 20%
                        on November 1, 2008, 40% on November 1, 2009, 60% on
                        November 1, 2010, 80% on November 1, 2011 and 100%
                        on November 1, 2012


<PAGE>  17


James V. DeRentis       (A) 70% of the Participant's Average Compensation,
                        minus: (I) $35,000, (ii) fifty percent (50%) of the
                        Participant's Primary Social Security Amount and
                        (iii) the 401K Plan Benefit or (B) in the event of a
                        "Change of Control" the amount the Bank has accrued
                        on its books as a liability for the Participant's
                        benefit as of the date of the determination if such
                        amount is greater than (A). Except as provided under
                        Sections 3.2 (b) and 6.1, the Benefit Amount shall
                        be vested as follows: 20% on November 1, 2008, 40%
                        on November 1, 2009, 60% on November 1, 2010, 80% on
                        November 1, 2011 and 100% on November 1, 2012

      Adjustment for Early Termination under Section 5.1(c): The Applicable
Benefit Amount with respect to a Participant who ceases to be an Employee
for any reason prior to the Normal Retirement Date shall be that portion of
the Participant's Applicable Benefit Amount set forth above that can be
provided by the amount the Bank has accrued on its books as a liability for
the Participant's benefit as of the date of the Participant's early
termination multiplied by the vested percentage as of such date of
termination.


<PAGE>  18


                                 SCHEDULE C
                                 ----------

      Participants:            Applicable Benefit Amount
      ------------             -------------------------

      Elizabeth Carroll                     $25,000
      Stephen Gibbons                       $25,000
      Kevin Kelly                           $25,000
      Kathleen C. Orovitz                   $25,000
      Kenneth Senus                         $25,000
      Peter Walsh                           $25,000

      Vesting: For all Participants in Schedule C, except as provided under
Sections 3.2 (b) and 6.1, the Applicable Benefit Amount shall be vested as
follows: 20% on November 1, 2008, 40% on November 1, 2009, 60% on November
1, 2010, 80% on November 1, 2011 and 100% on November 1, 2012

      Adjustment for Early Termination under Section 5.1(c): The Applicable
Benefit Amount with respect to a Participant who ceases to be an Employee
for any reason prior to the Normal Retirement Date shall be that portion of
the Participant's Applicable Benefit Amount set forth above that can be
provided by the amount the Bank has accrued on its books as a liability for
the Participant's benefit as of the date of the Participant's early
termination multiplied by the vested percentage as of such date of
termination.


<PAGE>  19


                                 SCHEDULE D
                                 ----------

Actuarial Assumptions:

Mortality:    Blended GAM-1983
Interest:     6 3/4 % per annum


<PAGE>  20



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