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 (the

"Company"), and Albert R. Rietheimer of 6 Hope Court, Barrington, Rhode

Island  02806 (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 Chief Financial Officer and Treasurer

      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"), 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.



                  (b)   The Company hereby employs Executive to serve as

            Chief Financial  Officer and Treasurer 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) One Hundred Thirty-Seven Thousand Five Hundred

      Fifty Dollars ($137,550) per year, commencing as of the date hereof

      and continuing through December 31, 2000, and (ii) One Hundred Forty-

      Five Thousand Nine Hundred Dollars ($145,900) 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 (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 stock

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

      number, at an exercise price and on such other terms as may be

      approved by the Compensation Committee of the Company Board, 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 Executive and the

      Bank.  Executive shall be entitled to holiday time and sick leave in

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