EXECUTIVE EMPLOYMENT AGREEMENT

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      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 Merrill W. Sherman of 24

Channing Avenue, Providence, Rhode Island  02906 (the "Executive").



      IT IS MUTUALLY AGREED by the parties as follows:



            1.    Employment; Duties



            1.1   Responsibilities and Authority.  (a)  The Bank hereby

      employs Executive to serve as President and Chief Executive Officer

      of the Bank, and Executive hereby accepts such employment.  Executive

      shall have the duties, responsibilities, authorities and powers

      normally incident to such offices.  At all times, however,

      Executive's activities and authority with respect to such offices

      will be subject to supervision, control and direction by the Board of

      Directors of the Bank (the "Board") or by the Executive Committee of

      the Board, and Executive hereby agrees to carry out such duties and

      responsibilities as either of them may from time to time reasonably

      assign to Executive.  Executive shall report from time to time or

      routinely, upon request, to the Board as to the current status of any

      of Executive's assigned duties and responsibilities.



                  (b)   The Company hereby employs Executive to serve as

            President and Chief Executive Officer of the Company and such

            other offices and positions as the Company may determine, and

            Executive hereby accepts such employment.  Executive shall have

            the duties, responsibilities, authorities and powers normally

            incident to such offices.  At all times, however, Executive's

            activities and authority with respect to such offices will be

            subject to supervision, control and direction by the Board of

            Directors of the Company (the "Company Board") or by the

            Executive Committee of the Company Board, and Executive hereby

            agrees to carry out such duties and responsibilities as either

            of them may from time to time reasonably assign to Executive.

            Executive shall report from time to time or routinely, upon

            request, to the Company Board 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) Two Hundred Sixty-Three Thousand Seven Hundred

      Dollars ($263,700) per year, commencing on the date hereof and

      continuing through December 31, 2000, and (ii) Three Hundred Fourteen

      Thousand Four Hundred Dollars ($314,400) per year commencing on

      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 which the Bank may

      establish for its employees and/or senior executives (as in effect

      from time to time), in such amounts as are provided by such programs,

      provided, however, that Executive shall be provided with an annual

      bonus opportunity of no less than 60% of Executive's base salary.



            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   Certain Specific Employee Benefits.



                  (a)   Grant of Stock Options.  Executive shall receive

            stock options to purchase shares of the Company's common stock

            in such number and at an exercise price and such other terms as

            the Compensation Committee of the Company Board may determine,

            in its sole discretion.  Any such options will become

            exercisable on a schedule no less favorable than the following:

            25% on the grant date and an additional 25% on each of the

            first through third anniversaries of the grant date, with such

            vesting to accelerate on a Change in Control (as defined in

            Section 3.2).



                  (b)   Automobile.  The Bank shall provide Executive with

            an automobile for Executive's personal and business use, both

            in the course of her employment hereunder and afterwards as

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