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

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