EXHIBIT 10.2

                       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 (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
      accordance with the then existing policies of the Bank, as in effect
      from time to time.

            1.6   Reimbursement of Expenses.

                  (a)   Executive shall be reimbursed by the Company for
            reasonable business expenses incurred by him incident to his
            employment by the Company upon presentation of appropriate
            vouchers, receipts, and other supporting documents required by
            the Company.

                  (b)   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 Company and 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 Company and 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 Company and Bank.

      Executive agrees that in the rendering of all services to the Company
      and the Bank and in all aspects of his employment, in connection with
      his duties as Chief Financial Officer, he will comply with all
      directives, policies, standards, and regulations from time to time
      established by the Company or 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 Company or Bank in which he may from time to time be a
            participant or under any other written agreement with the
            Company or 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 he 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
      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 any party shall
      have given written notice to the other parties 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 Company or 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 expiration of the Term, following notice of
            any party not to renew 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 Company or 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 Company or 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.

            2.2   "Good Reason" Defined.  For purposes of this Agreement
      "Good Reason" shall mean the Company or 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 Company and the Bank of his intent to terminate
      for Good Reason stating the basis of the Good Reason sufficient to
      permit the Company and the Bank to alleviate the basis of such Good
      Reason prior to termination, and the Company and the Bank have not
      done so within such 30 day period, and further provided, that
      Executive's continuing to work following notice of non-renewal by the
      Company or 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 or the Company 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 Company and 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) 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 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 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 Company or the Bank of
            Executive's employment with the Company or the Bank 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
            Company or 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 Company or 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 a Change in Control and which are
            reasonably satisfactory to Executive 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 Company
            or Bank, after ten (10) days prior written notice by the
            Company or the Bank, as applicable, to him of the same;

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

                  (c)   Material violation of written policies of the
            Company or 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 Company or 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 Bank 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 Company or the Bank of Executive's employment for
      any reason prior to a Change in Control, (ii) the termination of
      Executive's employment by the Company or 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 Company
      or 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 Company (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), then 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 Company or 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 Company 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 Company'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 Company's consent, he shall not disclose or use, at any time
      either during or subsequent to his employment by the Company or the
      Bank, except as required by his duties to the Company or Bank, any
      secret or confidential information of the Company or 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 Company's
      or 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
      Company and the Bank hereunder, and during a period of one (1) year
      following the date of termination of his employment with the Company
      or 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 Company or
            Bank, assist in such hiring by any other Person, or encourage
            any such employee to terminate his or her relationship with the
            Company or Bank, or

                  (b)   encourage any customer of the Company or Bank to
            conduct with any other Person any business or activity which
            such customer conducts or could conduct with the Company or
            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 Company and the Bank, in
      entering into this Agreement, understand, 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 Company or the Bank.

            4.4   Ethical Behavior.  Upon termination by the Company or 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 the
      Company, 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 Company or the
      Bank under this Agreement will be net of any tax or other amounts
      required to be withheld by the Company or the Bank under applicable
      law.

            4.6   Legal Fees.  Upon submission of appropriate statements or
      documentation, the Company and 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
      Company's or 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
      Company and 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 Company or the
      Bank, as the case may be, to assume expressly and perform this
      Agreement.  Failure of the Company or the Bank, as applicable, 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 Company and the Bank each 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.


                                       BANCORP RHODE ISLAND, INC.


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

                                       BANK RHODE ISLAND


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


                                       EXECUTIVE


                                       /s/Albert R. Rietheimer
                                           --------------------------------
                                       Albert R. Rietheimer




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EXHIBIT 10.2