BANCORP RHODE ISLAND INC
EMPLOYMENT AGREEMENT WITH JAMES V. DERENTIS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>bri-x104.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH JAMES V. DERENTIS
<TEXT>

                                                           EXHIBIT 10.4


                       EXECUTIVE EMPLOYMENT AGREEMENT
                       ------------------------------


      THIS EMPLOYMENT AGREEMENT (the "Agreement") is between Bank Rhode
Island, a financial institution organized under the laws of the State of
Rhode Island with its executive offices located at One Turks Head Place,
Providence, Rhode Island 02903 (the "Bank"), Bancorp Rhode Island, Inc., a
corporation organized under the laws of the State of Rhode Island and sole
shareholder of the Bank (the "Company") and James V. DeRentis of 48 Laurel
Avenue, Providence, Rhode Island  02906 (the "Executive").

      IT IS MUTUALLY AGREED by the parties as follows:

            1.    Employment; Duties

            1.1   Responsibilities and Authority.  The Bank hereby employs
      Executive to serve as Senior Vice President of Retail Banking of the
      Bank, and Executive hereby accepts such employment.  Executive shall
      have the duties, responsibilities, authorities and powers normally
      incident to such office.  At all times, however, Executive's
      activities and authority will be subject to supervision, control and
      direction by the Board of Directors of the Bank (the "Board"), by the
      Executive Committee of the Board, and by the President and Chief
      Executive Officer of the Bank (the "Chief Executive Officer") and
      Executive agrees to carry out such duties and responsibilities as any
      of them may from time to time reasonably assign to him.  Executive
      shall report from time to time or routinely, upon request, to the
      Chief Executive Officer or her designee as to the current status of
      any of Executive's assigned duties and responsibilities.

            1.2   Compensation.  The Bank shall pay Executive a base salary
      at the rate of (i) One Hundred Four Thousand Dollars ($104,000) per
      year, commencing on the date hereof through December 31, 2000, and
      (ii) One Hundred Eighteen Thousand Four Hundred Dollars ($118,400)
      commencing January 1, 2001 and thereafter, payable on a bi-weekly
      basis, or at such higher rate as shall be determined from time to
      time by the Board.  In addition, Executive shall be entitled to
      receive payments under any incentive compensation or bonus program
     (as in effect from time to time), which the Bank may establish for its
     employees and/or senior executives, in such amounts as are provided by
     such programs.

            1.3   Employee Benefits.  As a full-time employee of the Bank,
      Executive shall be eligible to participate in any and all employee
      benefit plans generally available to full-time employees of the Bank,
      including non-contributory plans and, at Executive's option,
      contributory plans.

            1.4   Grant of Stock Options.  Executive shall receive options
      to purchase shares of the common stock of the Company in such number,
      at an exercise price and on such other terms as may be approved by
      the Compensation Committee of the Company's Board of Directors, in
      its sole discretion.  Any such options will become exercisable on a
      schedule no less favorable than the following:  20% on the grant date
      and an additional 20% on each of the first through fourth
      anniversaries of the grant date, with such vesting to accelerate on a
      Change in Control (as defined in Section 3.2).

            1.5   Vacation.  Executive shall be entitled to four weeks of
      vacation during each year of employment, such vacation to be taken in
      accordance with the Bank's customary vacation policies and at such
      times and intervals as are mutually agreed upon by him and the Bank.
      Executive shall be entitled to holiday time and sick leave in
      accordance with the then existing policies of the Bank, as in effect
      from time to time.

            1.6   Reimbursement of Expenses.  Executive shall be reimbursed
      by the Bank for reasonable business expenses incurred by him incident
      to his employment upon presentation of appropriate vouchers,
      receipts, and other supporting documents required by the Bank.

            1.7   Duty to Perform Services.  So long as Executive is
      employed by the Bank, Executive agrees to devote his full business
      and productive time, skill, and energy diligently, loyally,
      effectively, and to the best of his ability to the rendering of
      service to the Bank, and will exert his best efforts in the rendering
      of such services. This provision will not prohibit Executive from:

                  (a)   making passive investments or serving as a
            fiduciary with respect to direct family investments;

                  (b)   serving on the board of directors of any company,
            provided that Executive shall not render any material services
            with respect to the operations or affairs of any such company
            and provided further that serving on such board of directors
            does not otherwise violate the terms of this Agreement,
            including, but not limited to, the provisions of Section 4.2
            herein; or

                  (c)   engaging in religious, charitable or other
            community or non-profit activities which do not impair
            Executive's ability to fulfill his duties and responsibilities
            to the Bank.

      Executive agrees that in the rendering of all services to the Bank
and in all aspects of his employment, in connection with his duties as
Senior Vice President of Retail Banking, he will comply with all
directives, policies, standards, and regulations from time to time
established by the Bank or by applicable law.

            1.8   Death or Disability.

                  (a)   Death.  In the event of Executive's death during
            the term of his employment under this Agreement, the Bank shall
            immediately pay to Executive's designated beneficiary any
            salary accrued but unpaid as of the date of death.  Upon
            payment of the aforementioned sums, the Bank's obligations to
            make further salary payments shall terminate.  This provision
            shall not be construed to negate any rights Executive may have
            to death benefits under any employee benefit or welfare plan of
            the Bank in which he may from time to time be a participant or
            under any other written agreement with the Bank which
            specifically provides for such benefits.

                  (b)   Disability.  In the event of Executive's
            "disability" (as defined below) during the term of his
            employment under this Agreement, the Bank shall continue to pay
            Executive his base salary (reduced by any benefits Executive is
            entitled to receive under any state or federal disability
            insurance program, such as Rhode Island temporary disability
            insurance or federal social security) for a period of six
            months from the date of "disability".  For purposes of this
            Agreement, "disability" shall mean a good faith determination
            by the Board that Executive is unable for any reason, either
            physical or mental, to perform the duties required of him
            hereunder.

            1.9   Term of Employment.  The term of Executive's employment
      by the Bank under this Agreement shall commence on the date hereof
      and shall continue, unless sooner terminated pursuant to the
      provisions of this Agreement, for a period of two years (the "Term"),
      which Term shall automatically renew on each successive one year
      anniversary hereafter commencing with the first anniversary hereof
      unless either the Bank or the Executive shall have given written
      notice to the other of such party's election not to extend the Term
      within ninety (90) calendar days prior to any anniversary date.

            1.10  Termination.  This Agreement and the rights of the
      parties hereunder will terminate (subject to the provisions of
      Section 1.11 below) upon the occurrence of one of the following:

                  (a)   Upon the Executive's death or disability as
            provided in Section 1.8 above;

                  (b)   For Cause as provided in Section 3.5, immediately
      upon the giving of notice by the Bank or at such later time as such
      notice may specify or as may be required by Section 3.5;

                  (c)   At the election of the Executive for Good Reason
      (as hereinafter defined) as provided in Section 2.2; or

                  (d)    Upon the expiration of the Term, following notice
            of either the Company or the Bank not to extend the Term as
            provided in Section 1.9.

            1.11  Termination and Survival.  The provisions of Section 1.8,
      Sections 2 and 3 and Sections 4.1, 4.2, 4.4, 4.6, 4.8, 4.9 and 4.10
      hereof shall remain in full force and effect and shall continue to be
      enforceable in accordance with their terms beyond termination of
      employment and beyond expiration of this Agreement, except as
      otherwise agreed in writing by Executive and the Company and the
      Bank.

            2.    Severance.

            2.1   Severance Benefit.  In the event of a termination of
      Executive's employment by the Bank without Cause (as such term is
      defined in Section 3.5) at any time, or in the event of termination
      of Executive's employment by him for Good Reason (as defined in
      Section 2.2), the Bank will (a) continue to pay Executive his base
      salary (the "Severance Benefit") then in effect for an eighteen (18)
      month period commencing on the date of termination (the "Severance
      Period"), and (b) provide Executive with the medical and life
      insurance coverage generally available to full-time employees during
      the Severance Period or as required by law, whichever is longer.  The
      Bank shall also provide Executive with outplacement assistance at no
      charge.  Notwithstanding anything herein to the contrary, the Bank
      shall have no obligation to pay the Severance Benefit to Executive in
      the event his employment is terminated with Cause by the Bank or
      voluntarily by him without Good Reason.  Any Severance Benefit paid
      under this Section 2.1 shall be credited against any amounts due
      Executive under Section 3 as a result of a Change in Control.  In the
      event that if during the first twelve (12) months of the Severance
      Period Executive accepts a supervisory position for a retail branch
      network in the greater Providence area, effective as of the effective
      date of such employment, the Executive shall not be entitled to any
      further Severance Benefit.

            2.2   "Good Reason" Defined.  For purposes of this Agreement
      "Good Reason" shall mean the Bank giving written notice of its
      election not to renew this Agreement on any anniversary date as
      permitted under Section 1.9 and its failure to offer and enter into a
      new employment agreement with Executive on terms which are
      substantially similar to those of his employment existing immediately
      prior to such notice of non-renewal (other than a reduction of fringe
      benefits required by law or applicable to all employees generally)
      provided, however, that Good Reason shall not be deemed to have
      occurred unless prior to Executive's termination of employment for
      Good Reason, he shall give not less than 30 days written notice to
      the Bank of his intent to terminate for Good Reason stating the basis
      of the Good Reason sufficient to permit the Bank to alleviate the
      basis of such Good Reason prior to termination, and the Bank has not
      done so within such 30 day period, and further provided, that
      Executive's continuing to work following notice of non-renewal by the
      Bank and in the absence of entering into a new employment agreement
      shall be without prejudice to his right to claim termination for Good
      Reason, absent written agreement between Executive and the Bank to
      the contrary.

            3.    Change in Control.

            3.1   Purpose.  In order to allow Executive to consider the
      prospect of a Change in Control (as defined in Section 3.2) in an
      objective manner and in consideration of the services rendered and to
      be rendered by him to the Bank, the Bank is willing to provide,
      subject to the terms of this Agreement, certain severance benefits to
      protect Executive from the consequences of a Terminating Event (as
      defined in Section 3.4) occurring subsequent to a Change in Control.

            3.2   Change in Control.  A "Change in Control" will be deemed
      to have occurred if: (i) a Takeover Transaction is effectuated; or
      (ii) 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 (iii) 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 (iv) either of the Company or the Bank effectuates
      a complete liquidation.

            3.3   Takeover Transaction.  A "Takeover Transaction" shall
       mean:

                  (a)   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 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

                  (b)   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

                  (c)   Consummation by the Company or the Bank of (i) 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 the Company 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 the outstanding voting securities of the
            corporation resulting from such a reorganization, merger or
            consolidation, or (ii) 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
            (iii) the sale by the Company on 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 3.3, "voting power" means ordinary
voting power for the election of directors.

            3.4   Terminating Event.  A "Terminating Event" means either:

                  (a)   Termination by the Bank of Executive's employment
            for any reason other than (i) Executive's death or disability
            or (ii) for "Cause" (as such term is defined in Section 3.5
            hereof); or

                  (b)   Executive's resignation as an employee of the Bank,
            other than for reasons of disability, following (i) a
            significant reduction in the nature or scope of Executive's
            duties, responsibilities, authority and powers from the duties,
            responsibilities, authority and powers exercised by him
            immediately prior to the Change in Control or (ii) a greater
            than 10% reduction in Executive's annual base salary or fringe
            benefits as in effect on the date of the Change in Control, or
            (iii) any requirement by the Company or the Bank or of any
            Person (as defined in Section 4.2 hereof) in control of the
            Bank that the location at which Executive performs the
            principal duties of the Bank be outside a radius of 50 miles
            from the location at which he performed such duties immediately
            prior to the Change in Control; or (iv) the failure of any
            successor of the Company or the Bank to agree in writing upon
            terms and conditions of employment with Executive which are
            substantially similar to those of his employment immediately
            prior to the Change in Control and which are reasonably
            satisfactory to him within ninety (90) days following a Change
            in Control.

            3.5   Termination for "Cause" Defined.  For purposes of this
      Agreement, termination for Cause shall include termination by reason
      of any of the following:

                  (a)   Continuing any arrangement, holding any position or
            engaging in any activities that conflict with the interest of,
            or that interfere with Executive's duties owed to the Bank,
            after ten (10) days prior written notice by the Bank to him of
            the same;

                  (b)   Conviction of embezzlement or other crimes against
            the Bank, deliberate misappropriation of the Bank's funds or
            dishonesty;

                  (c)   Material violation of written policies of the Bank,
            irresponsible acts in the performance of Executive's duties or
            material breach of any of his obligations under the terms of
            this Agreement;

                  (d)   Material non-performance of Executive's duties or
            material acts (or omissions) of mismanagement; and

                  (e)   Refusal to perform assigned duties when such
            refusal is not justified or excused either by the terms of this
            Agreement or by actions taken by the Bank in violation of this
            Agreement.

            3.6   Payment in Connection With Terminating Event.  If a
      Terminating Event occurs within one (1) year after a Change in
      Control (which one year period shall be calculated from the effective
      date of the Takeover Transaction if the Terminating Event occurs
      after a Takeover Transaction), the Bank will pay to Executive an
      amount (the "Severance Payment") equal to two times the sum of (a)
      Executive's annual base salary in effect at the time of the Change in
      Control, and (b) an amount equal to the largest annual cash bonus
      paid to Executive with respect to the two full fiscal years
      immediately preceding the Change in Control, which Severance Payment
      shall be payable in one lump sum within 30 days of the date of
      termination of Executive's employment, or if such Change in Control
      is governed by clause (ii) of Section 3.2 and the Terminating Event
      occurs prior to entering into a definitive agreement, upon the
      entering into of a definitive agreement by the Company.  In addition,
      the Bank shall continue to pay for all medical and life insurance
      coverage provided on the date of the Terminating Event for the
      twenty-four month period commencing on the effective date of the
      Terminating Event.  No Severance Payment will be made to Executive
      under Section 3 if his employment with the Company terminates for any
      reason prior to a Change in Control (except as may be provided
      below), or if his employment with the Company terminates after a
      Change in Control but such termination or resignation is not a
      Terminating Event.  In addition, except as provided in Section 2, no
      Severance Payment will be made to Executive under Section 3.6 of this
      Agreement with respect to a Terminating Event which occurs more than
      one year after a Change in Control (which one year period shall be
      calculated from the effective date of the Takeover Transaction if the
      Terminating Event occurs after a Takeover Transaction).

            3.7   Applicability of Change in Control Provisions.  The
      provisions of Section 3 shall terminate upon the earliest of (i) the
      termination by the Bank of Executive's employment for any reason
      prior to a Change in Control, (ii) the termination of Executive's
      employment by the Bank after a Change in Control because of death or
      disability or for Cause, (iii) Executive's resignation or termination
      of employment with the Bank for any reason other than Good Reason
      prior to a Change in Control, and (iv) Executive's resignation or
      termination of employment after a Change in Control on or after the
      first anniversary of the Takeover Transaction or events specified in
      Sections 3.2(iii) or (iv).

            3.8   Excise Tax Equalization Payment.  In the event that
      Executive becomes entitled to a Severance Payment or any other
      payment or benefit under this Agreement, or under any other agreement
      with or plan of the Bank (in the aggregate, the "Total Payments"), if
      any of the Total Payments will be subject to the tax (the "Excise
      Tax") imposed by Section 4999 of the Code (or any similar tax that
      may hereafter be imposed), the Bank shall pay to Executive in cash an
      additional amount (the "Gross-Up Payment") such that the net amount
      retained by him after deduction of any Excise Tax upon the Total
      Payments and any Federal, state and local income tax and Excise Tax
      upon the Gross-Up Payment provided for by this Section 3.8 (including
      FICA and FUTA), shall be equal to the Total Payments.  Such payment
      shall be made by the Bank to Executive as soon as practical following
      the effective date of the Terminating Event, but in no event beyond
      thirty (30) days from such date.

            3.9   Tax Computation.  For purposes of determining whether any
      of the Total Payments will be subject to the Excise Tax and the
      amounts of such Excise Tax:

                  (a)   Any other payments or benefits received or to be
            received by Executive in connection with a Change in Control or
            Executive's termination of employment (whether pursuant to the
            terms of this Agreement or any other plan, arrangement, or
            agreement with the Bank, or with any person (which shall have
            the meaning set forth in Section 3(a)(9) of the Exchange Act,
            including a "group" as defined in Section 13(d) therein) whose
            actions result in a Change in Control or any person affiliated
            with the Bank or such persons) shall be treated as "parachute
            payments" within the meaning of Section 280G(b)(1) of the Code,
            and all "excess parachute payments" within the meaning of
            Section 280G(b)(1) shall be treated as subject to the Excise
            Tax, unless in the opinion of tax counsel as supported by the
            Bank's independent auditors and acceptable to Executive, such
            other payments or benefits (in whole or in part) do not
            constitute parachute payments, or unless such excess parachute
            payments (in whole or in part) represent reasonable
            compensation for services actually rendered within the meaning
            of Section 280G(b)(4) of the Code in excess of the base amount
            within the meaning of Section 280G (b)(3) of the Code, or are
            otherwise not subject to the Excise Tax;

                  (b)   The amount of the Total Payments which shall be
            treated as subject to the Excise Tax shall be equal to the
            lesser of:  (i) the total amount of the Total Payments; (or
            (ii) the amount of excess parachute payments within the meaning
            of Section 280G(b)(1) (after applying clause (a) above); and

                  (c)   The value of any noncash benefits or any deferred
            payment or benefit shall be determined by the Company's
            independent auditors in accordance with the principles of
            Sections 280G(d)(3) and (4) of the Code.

      For purposes of determining the amount of the Gross-Up Payment,
Executive shall be deemed to pay Federal income taxes at the highest
marginal rate of Federal income taxation in the calendar year in which the
Gross-Up Payment is to be made, and state and local income taxes at the
highest marginal rate of taxation in the state and locality of his
residence on the effective date of the Terminating Event, net of the
maximum reduction in Federal income taxes which could be obtained from
deduction of such state and local taxes.

            3.10  Subsequent Recalculation.  In the event the Internal
      Revenue Service adjusts the computation of the Bank under Section 3.9
      herein so that Executive did not receive the greatest net benefit,
      the Bank shall reimburse him for the full amount necessary to make
      him whole, plus a market rate of interest, as determined by the
      Compensation Committee of the Board.

            3.11  Dispute Resolution.  If any dispute between the Bank and
      Executive as to any of the amounts to be determined under Sections
      3.8 or 3.9, or the method of calculating such amounts, cannot be
      resolved by Executive and the Bank, either the Bank or Executive
      after giving three (3) days written notice to the other, may refer
      the dispute to a partner in the Boston, Massachusetts office of a
      firm of independent certified public accountants selected jointly by
      Executive and the Bank.  The determination of such partner as to the
      amount to be determined under Section 3.8 and 3.9 and the method of
      calculating such amounts shall be final and binding on both Executive
      and the Bank and the Company.  The Bank shall bear the costs of any
      such determination.  The Company shall have the same rights and
      obligations as the Bank under this Section 3.11 in the event of a
      dispute between the Company and Executive.

            4.    Miscellaneous.

            4.1   Confidential Information.  Unless Executive first secures
      the Bank's consent, he shall not disclose or use, at any time either
      during or subsequent to his employment by the Bank, except as
      required by his duties to the Bank, any secret or confidential
      information of the Bank of which Executive becomes informed during
      his employment, whether or not developed by him.  The term
      "confidential information" includes, without limitation, financial
      information, business plans, prospects, and opportunities (such as
      lending relationships, financial product developments, or possible
      acquisitions or dispositions of business or facilities) which have
      been discussed or considered by the Bank's management, but does not
      include any information which has become part of the public domain by
      means other than Executive's non-observance of his obligations
      hereunder.

            4.2   Non-Competition.  During Executive's employment by the
      Bank hereunder, and during a period of one (1) year following the
      date of termination of his employment with the Bank for any reason,
      Executive will not, directly or indirectly, whether as partner,
      consultant, agent, employee, co-venturer, greater than 2% owner, or
      otherwise, or through any Person (as hereafter defined),

                  (a)   attempt to recruit any employee of the Bank, assist
            in such hiring by any other Person, or encourage any such
            employee to terminate his or her relationship with the Bank, or

                  (b)   encourage any customer of the Bank to conduct with
            any other Person any business or activity which such customer
            conducts or could conduct with the Bank.

      For purposes of this Section 4.2, the term "Person" shall mean an
individual, a corporation, an association, a partnership, an estate, a
trust and any other entity or organization.

            4.3   No Conflicting Obligations.  The Bank, in entering into
      this Agreement, understands, and Executive hereby represents, that he
      is not under any obligation to any former employer or any person,
      firm or corporation that would prevent, limit or impair, in any way,
      the performance by Executive of his duties as an employee of the
      Bank.

            4.4   Ethical Behavior.  Upon termination by the Bank of
      Executive's employment for any reason, Executive shall act at all
      times in an ethical manner with regard to the Bank, and during the
      one-year period following the date of such termination, shall take no
      action which directly or indirectly could reasonably be expected to
      have the effect of terminating or otherwise adversely affecting the
      relationship of the Company or the Bank with any employee of, or
      others with business or advantageous relationships with, the Company
      or any of its affiliates, including the Bank.

            4.5   Withholding.  All payments made by the Bank under this
      Agreement will be net of any tax or other amounts required to be
      withheld by the Bank under applicable law.

            4.6   Legal Fees.  Upon submission of appropriate statements or
      documentation the Company and the Bank, the Bank jointly and
      severally agree to reimburse Executive for reasonable legal fees
      actually incurred by him in connection with the enforcement of the
      terms of this Agreement following a Change in Control, provided,
      however, that neither the Company nor the Bank shall be obligated to
      reimburse Executive for any legal fees or expenses incurred by him in
      connection with the Bank's enforcement of the terms of this Agreement
      or in connection with any arbitration or litigation in which the
      Company or the Bank is the prevailing party.

            4.7   Binding Effect.  This Agreement is binding upon and will
      inure to the benefit of the parties hereto and their respective
      heirs, administrators, executors, successors and assigns.  The Bank
      will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of
      the business and/or assets of the Bank to assume expressly and
      perform this Agreement.  Failure of the Bank to obtain such
      assumption and agreement prior to the effectiveness of any such
      succession shall be a breach of this Agreement and shall entitle
      Executive to compensation from the Bank in the same amount and on the
      same terms as he would be entitled to hereunder following a
      Terminating Event, except that for purposes of implementing the
      foregoing, the date on which any such succession becomes effective
      shall be deemed the date on which Executive becomes entitled to such
      compensation from the Bank.  As used in this Agreement, "Bank" shall
      mean the Bank, as hereinbefore defined and any successor to its
      business and/or assets as aforesaid which assumes and agrees to
      perform this Agreement by operation of law, or otherwise.

            4.8   Arbitration of Disputes.  Any dispute, controversy or
      claim arising out of or relating to this Agreement or the breach or
      performance hereof will be settled by arbitration in accordance with
      the laws of the State of Rhode Island by an arbitrator mutually
      agreed upon by Executive and the Company and/or the Bank.  If an
      arbitrator cannot be agreed upon, Executive shall choose an
      arbitrator and the Company and/or the Bank shall choose an
      arbitrator, and these two together shall select a third arbitrator.
      If the first two arbitrators cannot agree on the appointment of a
      third arbitrator, then the third arbitrator will be appointed by the
      American Arbitration Association in Providence, Rhode Island.  Such
      arbitration will be conducted in the City of Providence in accordance
      with the Commercial Arbitration Rules of the American Arbitration
      Association, except with respect to the selection of arbitrators
      which shall be as provided in this Section 4.8.  Judgment upon the
      award rendered by the arbitrators may be entered in any court having
      jurisdiction thereof.

            4.9   Indemnification.  The Bank hereby covenants and agrees to
      indemnify Executive and hold him harmless fully, completely, and
      absolutely against and in respect to any and all actions, suits,
      proceedings, claims, demands, judgments, costs, expenses (including
      attorney's fees), losses, and damages resulting from his good faith
      performance of his duties and obligations under the terms of this
      Agreement.

            4.10   Guaranty.  The Company hereby guarantees the due and
      punctual performance in full by the Bank of its covenants, agreements
      and obligations contained herein.


      IN WITNESS WHEREOF, the parties have executed this Agreement on the
/s/18th  day of /s/December, 2000.


                                       BANK RHODE ISLAND


                                       By:  /s/Merrill W. Sherman
                                            -------------------------------
                                            Merrill W. Sherman
                                            President and Chief Executive
                                            Officer


                                       BANCORP RHODE ISLAND, INC.


                                       By:  /s/Merrill W. Sherman
                                            -------------------------------
                                               Merrill W. Sherman


                                       EXECUTIVE


                                       /s/James V. DeRentis
                                       ------------------------------------
                                          James V. DeRentis


</TEXT>
</DOCUMENT>
